CG VARIABLE ANNUITY SEPARATE ACCOUNT
485APOS, 1997-07-01
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<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1997
    
 
                        FILE NOS. 33-48137 AND 811-6691
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                                    FORM N-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
                          Pre-Effective Amendment No.
 
   
                         Post-Effective Amendment No. 6
    
 
                                      and
 
        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
   
                                Amendment No. 8
    
 
                      CG VARIABLE ANNUITY SEPARATE ACCOUNT
                           (Exact Name of Registrant)
 
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                             900 Cottage Grove Road
              Hartford, Connecticut 06152          (860) 726-6000
               (Name, Address and Telephone Number of Depositor)
 
   
<TABLE>
<S>                                              <C>
Robert A. Picarello, Esquire                     George N. Gingold, Esquire
Connecticut General Life Insurance Company       Connecticut General Life Insurance Company
900 Cottage Grove Road                           900 Cottage Grove Road
Hartford, CT 06152-2321                          Hartford, CT 06152-2321
(Name and Address of Agent for Service)          (To Receive Copy)
</TABLE>
    
 
Approximate Date of Proposed Public Offering: Continuous
 
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously elected to register an indefinite amount of the securities offered by
this Registration Statement.
 
The Rule 24f-2 Notice for the Registrant's fiscal year ended December 31, 1996
was filed February 26, 1997.
 
It is proposed that this filing will become effective:
 
- ----  immediately upon filing pursuant to paragraph (b) of Rule 485
 
   
- ----  on           , pursuant to paragraph (b) of Rule 485
    
 
   
 X
    
   
- ----  60 days after filing pursuant to paragraph (a) of Rule 485
    
 
- ----  on           , pursuant to paragraph (a) of Rule 485
<PAGE>   2
 
                            PURSUANT TO RULE 481(A)
 
                  SHOWING LOCATION IN PART A (PROSPECTUS) AND
                  PART B (STATEMENT OF ADDITIONAL INFORMATION)
         OF REGISTRATION STATEMENT OF INFORMATION REQUIRED BY FORM N-4
 
                                     PART A
 
   
<TABLE>
<CAPTION>
                   ITEM OF FORM N-4                                       PROSPECTUS CAPTION
                   ----------------                                       ------------------
<S>  <C>  <C>   <C>                                      <C>
 1.  Cover Page........................................  Cover Page
 2.  Definitions.......................................  Definitions
 3.  Synopsis..........................................  Summary
 4.  Condensed Financial Information...................  Condensed Financial Information
 5.  General
     (a)  Depositor....................................  Connecticut General Life Insurance Company
     (b)  Registrant...................................  CG Variable Annuity Separate Account
     (c)  Portfolio Company............................  The AIM Variable Insurance Funds
     (d)  Fund Prospectus..............................  The AIM Variable Insurance Funds
     (e)  Voting Rights................................  Voting of Fund Shares
 6.  Deductions and Expenses
     (a)  General......................................  Contract Charges and Fees
     (b)  Sales Load %.................................  Withdrawal Charges
     (c)  Special Purchase Plan........................  N/A
     (d)  Commissions..................................  Distribution of the Contracts
     (e)  Expenses -- Registrant.......................  N/A
     (f)  Fund Expenses................................  The AIM Variable Insurance Funds
     (g)  Organizational Expenses......................  N/A
 7.  Contracts
     (a)  Persons with Rights..........................  Death Benefits; Surrenders; Annuity Provisions;
                                                         Election -- Change of Annuity Option; Designation
                                                         and Change of Beneficiary; Exercise of Contract
                                                         Rights; Transfer of Ownership; Death of Purchaser
                                                         Voting of Fund Shares
     (b)  (i)   Allocation of Premium Payments.........  Allocation of Premium Payments
          (ii)  Transfer...............................  Transfer of Annuity Account Values between
                                                         Sub-Accounts
          (iii) Exchanges..............................  N/A
     (c)  Changes......................................  Modification; Election -- Change of Annuity Option;
                                                         Designation and Change of Beneficiary
     (d)  Inquiries....................................  Face Page; Summary
 8.  Annuity Period....................................  Annuity Option
 9.  Death Benefit.....................................  Death Benefits
10.  Purchase and Contract Values
     (a)  Purchases....................................  Premium Payments
     (b)  Valuation....................................  Purchaser's Annuity Account; Variable Accumulation
                                                         Value; Fixed Accumulation Value
     (c)  Daily Calculation............................  Variable Accumulation Unit Value; Fixed Accumulation
                                                         Value
     (d)  Underwriter..................................  Distribution of the Contracts
11.  Redemptions
     (a)  By Owners....................................  Surrender of Contracts
          By Annuitant.................................  N/A
     (b)  Texas ORP....................................  N/A
     (c)  Check Delay..................................  Deferral of Payment
     (d)  Lapse........................................  N/A
     (e)  Free Look....................................  Right to Examine Contracts
12.  Taxes.............................................  Federal Tax Matters
13.  Legal Proceedings.................................  N/A
</TABLE>
    
 
                                        i
<PAGE>   3
<TABLE>
<CAPTION>
                   ITEM OF FORM N-4                                       PROSPECTUS CAPTION
                   ----------------                                       ------------------
<S>  <C>  <C>   <C>                                      <C>
14.  Table of Contents for the Statement of Additional
     Information.......................................  Statement of Additional Information
</TABLE>
 
                                     PART B
 
<TABLE>
<CAPTION>
                   ITEM OF FORM N-4                          STATEMENT OF ADDITIONAL INFORMATION CAPTION
                   ----------------                          -------------------------------------------
<S>  <C>  <C>   <C>                                      <C>
15.  Cover Page........................................  Cover Page
16.  Table of Contents.................................  Table of Contents
17.  General Information and History...................  (Prospectus) The Company
18.  Services
     (a)  Fees and Expenses of Registrant..............  N/A
     (b)  Management Contracts.........................  N/A
     (c)  Custodian....................................  Custody of Assets
          Independent Public Account...................  Experts
     (d)  Assets of Registrant.........................  Custody of Assets
     (e)  Affiliated Person............................  N/A
     (f)  Principal Underwriter........................  Distribution of the Contracts
19.  Purchase of Securities Being Offered..............  Distribution of the Contracts
     Offering Sales Load...............................  N/A
20.  Underwriters......................................  Distribution of the Contracts;
                                                         (Prospectus) Distribution of the Contracts
21.  Calculation of Performance Data...................  Investment Experience, Historical Performance Data
22.  Annuity Payments..................................  (Prospectus) Annuity Provisions;
                                                         (Prospectus) Determination of Annuity Payments
23.  Financial Statements..............................  Financial Statements
 
                                                         PART C -- OTHER INFORMATION
</TABLE>
 
<TABLE>
<CAPTION>
                   ITEM OF FORM N-4                                         PART C CAPTION
                   ----------------                                         --------------
<S>  <C>  <C>   <C>                                      <C>
24.  Financial Statements and Exhibits.................  Financial Statements and Exhibits
     (a)  Financial Statements.........................  Financial Statements
     (b)  Exhibits.....................................  Exhibits
25.  Directors and Officers of the Depositor...........  Directors and Officers of the Depositor
26.  Persons Controlled By or Under Common Control with
     the Depositor or Registrant.......................  Persons Controlled By or Under Common Control with
                                                         Depositor or Registrant
27.  Number of Owners..................................  Number of Owners
28.  Indemnification...................................  Indemnification
29.  Principal Underwriters............................  Principal Underwriter
30.  Location of Accounts and Records..................  Location of Accounts and Records
31.  Management Services...............................  Management Services; (SAI) Administration
32.  Undertakings......................................  Undertakings
     Signature Page....................................  Signatures
</TABLE>
 
                                       ii
<PAGE>   4
 
                            PART A. PROSPECTUS NO. 1
<PAGE>   5
 
           AIM/CIGNA HERITAGE
 
           VARIABLE ANNUITY
 
<TABLE>
                 <S>                     <C>                           <C>                      <C>
                 CONNECTICUT GENERAL     MAILING ADDRESS:              LOCKBOX ADDRESS: BY MAIL LOCKBOX ADDRESS:
                   LIFE                  CIGNA INDIVIDUAL INSURANCE    CONNECTICUT GENERAL LIFE BY OVERNIGHT
                 INSURANCE COMPANY       ANNUITY & VARIABLE LIFE       INSURANCE COMPANY        CONNECTICUT GENERAL LIFE
                 HOME OFFICE LOCATION:   SERVICES                      P.O. BOX 30790           INSURANCE COMPANY
                 900 COTTAGE GROVE ROAD  CENTER: ROUTING S-249         HARTFORD, CT 06150       C/O FLEET BANK
                 BLOOMFIELD, CT          HARTFORD, CT 06152-2249                                20 CHURCH STREET
                                         TELEPHONE: (800) (552-9898)                            20TH FLOOR, MSN275
                                                                                                HARTFORD, CT 06120
                                                                                                ATTN: LOCKBOX 30790
</TABLE>
 
           P
           PROSPECTUS
           MAY 1, 1997
 
           This Prospectus describes the Flexible Payment Deferred Variable
           Annuity Contracts with Fixed and Variable Accounts (the "Contracts")
           offered by Connecticut General Life Insurance Company in individual
           or group form. These Contracts are designed to aid in long-term
           financial planning by individuals on a tax-deferred basis for
           retirement or other long-term purposes.
 
           The Owner may elect to have Annuity Account Values accumulate on a
           fixed basis in the Fixed Account, which pays interest at the
           applicable Guaranteed Interest Rate(s) for the duration of the
           particular Guaranteed Period(s) selected by the Owner, or on a
           variable basis in CG Variable Annuity Separate Account (the "Variable
           Account"), a separate account of the Company, or a combination of the
           two. The assets of the Variable Account are divided into
           Sub-Accounts. Each Sub-Account invests in a specific series of AIM
           Variable Insurance Funds, Inc. (the "Fund"), a mutual fund. Nine
           portfolios are currently available for investment within the Variable
           Account: (1) AIM V.I. Capital Appreciation Fund; (2) AIM V.I.
           Diversified Income Fund; (3) AIM V.I. Government Securities Fund; (4)
           AIM V.I. Growth Fund; (5) AIM V.I. International Equity Fund; (6) AIM
           V.I. Money Market Fund; (7) AIM V.I. Value Fund; (8) AIM V.I. Growth
           and Income Fund; and (9) AIM V.I. Global Utilities Fund.
 
           Annuity Account Values allocated to the Variable Account will vary in
           accordance with the investment performance of the Sub-Accounts
           selected by the Owner. Thus, the Owner bears the entire investment
           risk under the Contract for all amounts allocated to the Variable
           Account. Amounts allocated to the Fixed Account are guaranteed by
           Connecticut General Life Insurance Company (the "Company") and will
           earn a specified rate of interest for the Guaranteed Period(s)
           selected unless prematurely withdrawn or transferred, in which case a
           market value adjustment will apply.
 
           These Contracts provide for monthly annuity payments to be made by
           the Company for the life of the Annuitant or for some other period,
           beginning on the Annuity Date selected by the Owner. The Owner can
           also elect to surrender all or a portion of the Annuity Account Value
           in exchange for a cash withdrawal payment from the Company; however,
           withdrawals may be taxable, and/or subject to a withdrawal charge
           and/or a market value adjustment ("MVA") and/or a tax penalty and/or
           a deduction for State premium taxes. Under certain circumstances, the
           Owner can transfer amounts between the Accounts and the corresponding
           Sub-Accounts (some restrictions may apply).
 
           This Prospectus sets forth the information that a prospective
           investor should consider before investing in these Contracts. A
           Statement of Additional Information about the Contracts, dated May 1,
           1997, has been filed with the Securities and Exchange Commission and
           is incorporated herein by reference. The Statement of Additional
           Information is available at no cost to any person requesting a copy
           by writing the Company at the address listed below or by calling the
           telephone number also listed below. The table of contents of the
           Statement of Additional Information is included at the end of this
           Prospectus.
 
           This Prospectus and the Statement of Additional Information generally
           describe only the Contract and the Variable Account, except when the
           Fixed Account is specifically mentioned.
 
           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.
 
           THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
           PROSPECTUS OF AIM VARIABLE INSURANCE FUNDS, INC. YOU SHOULD RETAIN
           THESE PROSPECTUSES FOR FUTURE REFERENCE.
 
           ANY REFERENCE IN THIS PROSPECTUS TO RECEIVED OR RECEIPT BY THE
           COMPANY MEANS RECEIPT AT ITS ANNUITY & VARIABLE LIFE SERVICES CENTER
           OR LOCKBOX ADDRESS, AS NOTED ABOVE.
<PAGE>   6
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                            PAGE
                                            ----
<S>                                         <C>
DEFINITIONS...............................    2
SUMMARY...................................    5
EXPENSE DATA..............................    7
CONDENSED FINANCIAL DATA..................    8
THE PURPOSE OF THIS PROSPECTUS............    9
THE COMPANY, THE FIXED ACCOUNT, THE
  VARIABLE ACCOUNT AND THE FUND...........    9
  The Company.............................    9
  The Fixed Account.......................    9
  The Variable Account....................    9
  AIM Variable Insurance Funds, Inc.......   10
PREMIUM PAYMENTS AND ANNUITY ACCOUNT
  VALUES DURING ACCUMULATION PERIOD.......   11
  Premium Payments........................   11
  Owner's Annuity Account.................   11
  Annuity Account Continuation............   11
  Allocation of Premium Payment(s)........   12
  Fixed Accumulation Value................   12
     Guaranteed Periods...................   12
     Guaranteed Interest Rates............   12
  Variable Accumulation Value.............   12
     Crediting Variable Accumulation
       Units..............................   13
     Variable Accumulation Unit Value.....   13
  Optional Variable Account, Sub-Account
     Allocation Programs..................   13
       Automatic Rebalancing..............   13
  Transfer Privilege......................   14
DISTRIBUTIONS UNDER THE CONTRACT..........   14
  Cash Withdrawals........................   14
  Minimum Value Requirement...............   15
  Section 403(b) Annuities................   15
DEATH BENEFITS............................   16
  Death Benefit Provided by the
     Contracts............................   16
  Election and Effective Date of
     Election.............................   16
  Payment of Death Benefit................   16
  Amount of Death Benefit.................   16
SURRENDER OF CONTRACTS....................   16
</TABLE>
 
<TABLE>
<CAPTION>
                                            PAGE
                                            ----
<S>                                         <C>
ANNUITY PROVISIONS........................   17
  Annuity Date............................   17
  Election -- Change of Annuity Option....   17
  Annuity Options.........................   17
  Fixed Annuity Options...................   18
  Variable Annuity Options................   18
  Determination of Annuity Payments.......   18
CONTRACT CHARGES AND FEES.................   19
  Withdrawal Charges......................   19
  Free Partial Withdrawal.................   19
  Annuity Account Fee.....................   20
  Administrative Fee......................   20
  Premium Taxes...........................   20
  Charge for Mortality and Expense
     Risks................................   20
  MVA.....................................   21
OTHER CONTRACT PROVISIONS.................   21
  Deferral of Payment.....................   21
  Designation and Change of Beneficiary...   21
  Exercise of Contract Rights.............   22
  Transfer of Ownership...................   22
  Death of Owner..........................   22
  Voting of Fund Shares...................   22
  Addition, Deletion, or Substitution of
     Securities...........................   23
  Change in Operation of Variable
     Account..............................   23
  Modification............................   23
  Discontinuance of New Purchases.........   24
  Right to Examine Contracts..............   24
  IRA Right of Revocation.................   24
  Periodic Reports........................   24
FEDERAL TAX MATTERS.......................   24
  Introduction............................   24
  Taxation of Annuities...................   24
  Qualified Plans.........................   26
DISTRIBUTION OF THE CONTRACTS.............   26
HISTORICAL PERFORMANCE DATA...............   27
STATEMENT OF ADDITIONAL INFORMATION.......   28
</TABLE>
 
                                  DEFINITIONS
- --------------------------------------------------------------------------------
 
  The following terms as used in this Prospectus have the indicated meanings:
 
  ACCUMULATION PERIOD: The period from the Date of Issue to the Annuity Date,
the date on which the Death Benefit becomes payable, or the date on which the
Contract is surrendered or annuitized, whichever is earliest.
 
  ACT: Investment Company Act of 1940, as amended.
 
  ANNUITANT: The person or persons on whose life the first annuity payment is to
be made. The Owner shall identify the Annuitant whose name(s) shall be set forth
in the Contract Specifications. If prior to the Annuity Date the Annuitant
predeceases the Owner, the Owner becomes the Annuitant unless and until the
Owner designates a new Annuitant to the Company In Writing. The Owner generally
has the right to change the Annuitant prior to the Annuity Date by requesting
such a change In Writing to the Company. Any such requested change will not be
effective until recorded by the Company.
 
  ANNUITY ACCOUNT: An account established for each Owner to which all Premium
Payments are credited. In addition, net investment results attributable to each
Premium Payment are credited to (or charged against) the Owner's Annuity
Account.
 
  ANNUITY ACCOUNT VALUE: The variable accumulation value, if any, plus the fixed
accumulation value, if any, of an Owner's Annuity Account for any Valuation
Period.
 
  ANNUITY DATE: The date on which annuity payments under the Contract commence.
 
  ANNUITY OPTION: The method for making income payment(s). In the Contract, the
term "Income Payments" is synonymous with the term "annuity payments" in this
Prospectus.
 
                                        2
<PAGE>   7
 
  BENEFICIARY: The person or entity having the right to receive the death
benefit set forth in the Contract and, for Non-Qualified Contracts, who is the
"designated beneficiary" for purposes of Section 72(s) of the Code in the event
of the Owner's death.
 
  CERTIFICATE: (For group Contracts only) The document for each Owner which
evidences the coverage of the Owner under the Contract.
 
  CODE: Internal Revenue Code of 1986, as amended.
 
  COMMISSION: Securities and Exchange Commission.
 
  COMPANY: Connecticut General Life Insurance Company.
 
  CONTRACT: The document for each Owner which evidences the terms, conditions,
coverage, and rights of the Owner under the Contract. Thus, as used herein the
term "Contract" includes both an individual Contract and a Certificate under a
group contract.
 
  CONTRACT APPLICATION: In states where required the document signed by the
Owner, and the Annuitant if different than the Owner, that evidences the Owner's
application for the Contract. Includes Certificate applications under a group
contract.
 
  CONTRACT YEARS AND CONTRACT ANNIVERSARIES: All Contract Years and Contract
Anniversaries are 12-month periods measured from the Date of Issue.
 
  DATE OF ISSUE: The date on which the Contract becomes effective.
 
  DUE PROOF OF DEATH: An original certified copy of an official death
certificate, an original certified copy of a decree of a court of competent
jurisdiction as to the finding of death, or any other proof of death
satisfactory to the Company.
 
  FIXED ACCOUNT: Those Sub-Account(s) associated with Guaranteed Period(s) and
Guaranteed Interest Rate(s). Fixed Account assets are general assets of the
Company and are distinguishable from those allocated to a separate account of
the Company.
 
  FIXED ANNUITY: An annuity with payments which do not vary as to dollar amount.
 
  FUND: AIM Variable Insurance Funds, Inc.
 
  GUARANTEED PERIOD AMOUNT: Any portion of an Owner's Annuity Account Value
allocated to a specific Guaranteed Period with a specified Expiration Date
(including interest earned thereon).
 
  GUARANTEED INTEREST RATE: The rate of interest credited by the Company on a
compound annual basis during a Guaranteed Period.
 
  GUARANTEED PERIOD: The period for which interest, at either an initial or
subsequent Guaranteed Interest Rate, will be credited to any amounts which an
Owner allocates to a Fixed Account Sub-Account. In most states in which these
Contracts are issued, this period may be one to ten years, as elected by the
Owner.
 
  INDEX RATE: An index rate based on the Treasury Constant Maturity Series
published by the Federal Reserve Board.
 
  IN WRITING: The term "in writing" means in a written form satisfactory to the
Company and received by the Company at its Annuity & Variable Life Service
Center Mailing Address.
 
  NON-QUALIFIED CONTRACT: A Contract used in connection with a retirement plan
which does not receive favorable federal income tax treatment under Sections
401, 403, 408, or 457 of the Code. The Owner of a Non-Qualified Contract must be
a natural person or an agent for a natural person for the Contract to receive
favorable income tax treatment as an annuity.
 
  ORDER TO PURCHASE: A request to purchase a Contract, containing sufficient
information to permit the processing of such request and to issue the Contract.
 
  OWNER: The person(s) entitled to the ownership rights stated in the Contract;
is the Certificate Owner under a group contract. The Owner, or the Annuitant if
the Owner is a non-natural person, may be no more than 85 years of age on the
Date of Issue.
 
  PAYEE: A recipient of payments under the Contract.
 
  PREMIUM PAYMENT: Any amount paid to the Company as consideration for the
benefits provided by the Contract. Premium Payment includes the initial Premium
Payment and subsequent Premium Payments.
 
  QUALIFIED CONTRACT: A Contract used in connection with a retirement plan which
receives favorable federal income tax treatment under Sections 401, 403, 408, or
457 of the Code.
 
  SEVEN YEAR ANNIVERSARY: The seventh Contract Anniversary and each succeeding
Contract Anniversary occurring at any seven year interval thereafter, for
example, the 14th, 21st and 28th Contract Anniversaries.
 
  SUB-ACCOUNT: That portion of the Fixed Account associated with a specific
Guaranteed Period and Guaranteed Interest Rate and each portion of the Variable
Account which invests in shares of a specific series of AIM Variable Insurance
Funds, Inc.
 
                                        3
<PAGE>   8
 
  SURRENDER: When a lump sum amount representing the Owner's Annuity Account
Value (minus any applicable withdrawal charges, contract fees, or premium taxes
and plus or minus any market value adjustment) is paid to the Owner. After a
surrender, all of the Owner's rights under the Contract are terminated.
 
  SURRENDER DATE: The date or deemed date the Owner elects a surrender of the
Contract or Certificate.
 
  VALUATION DATE: Every day on which the New York Stock Exchange ("NYSE") is
open for business, except any day on which trading on the NYSE is restricted, or
on which an emergency exists, as determined by the Commission, so that valuation
or disposal of securities is not practicable.
 
  VALUATION PERIOD: The period of time beginning on the day following the
Valuation Date and ending on the next Valuation Date. A Valuation Period may be
more than one day.
 
  VARIABLE ACCOUNT: The separate account of the Company comprised of those
Sub-Account(s) associated with investments in AIM Variable Insurance Funds, Inc.
Variable Account assets are separate account assets of the Company, the
investment performance of which is kept separate from that of the general assets
of the Company.
 
  VARIABLE ACCUMULATION UNIT: A unit of measure used in the calculation of the
value of the variable portion of an Owner's Annuity Account.
 
                                        4
<PAGE>   9
 
- --------------------------------------------------------------------------------
 
SUMMARY
 
  NOTE: THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED
INFORMATION IN THE REMAINDER OF THIS PROSPECTUS, IN THE STATEMENT OF ADDITIONAL
INFORMATION, IN THE PROSPECTUS FOR AIM VARIABLE INSURANCE FUNDS, INC., AND IN
THE CONTRACT, ALL OF WHICH SHOULD BE REFERRED TO FOR MORE INFORMATION. THIS
PROSPECTUS GENERALLY DESCRIBES ONLY THE CONTRACT AND THE VARIABLE ACCOUNT. A
SEPARATE PROSPECTUS ATTACHED HERETO DESCRIBES AIM VARIABLE INSURANCE FUNDS, INC.
 
  THE CONTRACT. These Contracts are Flexible Payment Deferred Variable Annuity
Contracts with Fixed and Variable Accounts (the "Contracts") designed for use in
connection with retirement and tax-deferred plans, some of which may qualify as
retirement programs under Sections 401, 403, 408, or 457 of the Code or for use
on a non-tax qualified basis. The Contracts provide for the accumulation of
values on either a variable or fixed basis, or a combination fixed and variable
basis as elected by the Owner, and provide for payment of these values on a
selected future date in either one lump sum or as annuity payments.
 
  The Contracts are offered as both individual and group annuity contracts. The
term "Contract" as used in this Prospectus refers to either an individual
annuity contract or to a Certificate under a group annuity contract, as
appropriate.
 
  PREMIUM PAYMENTS. The Owner must generally make a minimum initial Premium
Payment of at least $2,500 ($2,000 for IRAs). The Owner may generally make
additional Premium Payments of at least $2,500 each for allocation into any
single Guaranteed Period within the Fixed Account and/or at least $100 for
allocation into any Variable Sub-Account. The prior approval of the Company is
required before it will accept a Premium Payment in excess of $1,000,000 (See
"Premium Payments").
 
  THE ANNUITY ACCOUNTS. The Owner may elect to have Annuity Account Values
accumulate on a fixed basis in the Fixed Account, which pays interest at the
applicable Guaranteed Interest Rate(s) for the duration of the particular
Sub-Account's Guaranteed Period, or on a variable basis in CG Variable Annuity
Separate Account (the "Variable Account"), a separate account of the Company, or
a combination of them (See "The Fixed Account" and "The Variable Account").
 
  THE FIXED ACCOUNT. The Owner may elect to have values accumulated on a fixed
basis whereby a Premium Payment is allocated to one or more Sub-Accounts
available in connection with the Fixed Account. Each Sub-Account available
within the Fixed Account has a Guaranteed Period with a duration which ranges
from one to ten years. The Fixed Account is part of the general account of the
Company (See "The Fixed Account"). The Company guarantees these amounts and
specifies various interest rates (the "Guaranteed Interest Rates") which will be
earned by amounts allocated to each particular Sub-Account within the Fixed
Account if the amounts remain in that Sub-Account for the duration of the
Sub-Account's Guaranteed Period, subject to the imposition of Annuity Account
Fees or premium taxes. The Company may not change a Guaranteed Interest Rate for
the duration of the Sub-Account's Guaranteed Period. The Company will credit
interest at a rate of not less than three percent (3%) per year, compounded
annually, to amounts allocated to the Fixed Account. Guaranteed Interest Rates
applicable to particular Guaranteed Periods cannot be predicted and will be
determined at the sole discretion of the Company. There is no assurance that
Guaranteed Interest Rates will exceed 3% per year. Amounts that are withdrawn or
transferred prior to the end of the Guaranteed Period may be subject to a
withdrawal charge and/or a MVA. The MVA could be positive or negative.
 
  THE VARIABLE ACCOUNT. The assets of the Variable Account are also divided into
Sub-Accounts. Each Variable Sub-Account uses its assets to purchase, at their
net asset value, shares of a specific portfolio of AIM Variable Insurance Funds,
Inc. (the "Fund"), a mutual fund registered under the Act and advised by A I M
Advisors, Inc. (See "The Variable Account".) Nine portfolios are currently
available for investment within the Variable Account: (1) AIM V.I. Capital
Appreciation Fund; (2) AIM V.I. Diversified Income Fund; (3) AIM V.I. Government
Securities Fund; (4) AIM V.I. Growth Fund; (5) AIM V.I. International Equity
Fund; (6) AIM V.I. Money Market Fund; (7) AIM V.I. Value Fund; (8) AIM V.I.
Growth and Income Fund; and (9) AIM V.I. Global Utilities Fund.
 
  TRANSFERS. Subject to certain conditions, the Owner may transfer amounts among
the Sub-Accounts available under the Contract before the Annuity Date. All
transfers are subject to the following conditions: (1) an Owner is limited to
twelve transfers each Contract Year; (2) the amount being transferred from any
Sub-Account may not be less than $100; (3) transfers to any Fixed Sub-Account
may not be less than $2,500; (4) if after the transfer the Owner's Annuity
Account Value remaining would be less than $2,500 in the applicable Fixed
Sub-Account and/or $50 in the applicable Variable Sub-Account, then the entire
Annuity Account Value within the Sub-Account must be transferred; and (5) no
transfers are permitted during the "Right to Examine Contract" period. In
addition, transfers from any Fixed Sub-Account are restricted in frequency and
amount and may also be subject to the Market Value Adjustment. After the Annuity
Date, transfers among the Variable Sub-Accounts may also be permitted, subject
to certain conditions (See "Transfer Privilege").
 
  CASH WITHDRAWALS. At any time before the Annuity Date, the Owner may elect to
receive a cash withdrawal payment from the Company. Each cash withdrawal request
must be to receive at least $1,000. Subject to the Free Partial Withdrawal
privilege described below, a cash withdrawal of a Owner's Annuity Account Value
will be subject to any applicable withdrawal charges. A cash withdrawal will
also be subject to any applicable Market Value Adjustment, Annuity Account Fees,
or State premium taxes. After the Annuity Date, withdrawals are not permitted
under most Annuity Options (See "Cash Withdrawals").
 
  Federal income taxes and a tax penalty may be applicable to withdrawals (See
"Federal Tax Matters").
 
                                        5
<PAGE>   10
 
   
  FREE PARTIAL WITHDRAWAL. Each Contract Year an Owner may generally withdraw,
in one or more transactions, up to 15% of the total amount of the Owner's
Premium Payments made to the Owner's Annuity Account without the imposition of a
withdrawal charge. The Company will deem all free withdrawals to have withdrawn
Premium Payments from an Owner's Annuity Account in the order in which they were
received by the Company for purposes of computing the contingent deferred sales
charge (the withdrawal charge) on amounts remaining within the Owner's Annuity
Account (I.E. oldest Premium Payment first). See "Free Partial Withdrawal".
    
 
   
  ANNUITY PAYMENTS. Annuity Payments as elected by the Owner will begin on the
Annuity Date. The Owner selects the Annuity Date and the Annuity Option. See
"Annuity Provisions".
    
 
   
  DEATH BENEFIT. In the event of the death of the Owner prior to the Annuity
Date, the Company will pay a death benefit to the Beneficiary. If the death of
the Owner (or Annuitant if the Owner is a non-natural person) occurs on or after
the Annuity Date, no death benefit will be payable except as may be provided
under the Annuity Option elected. The Death Benefit prior to the Annuity Date
generally equals the greatest of (1) the Annuity Account Value for the Valuation
Period during which the Death Benefit election is effective or deemed to become
effective; (2) the sum of all Premium Payments under the Contract, minus the sum
of all partial withdrawals from the Contract; (3) the Owner's Annuity Account
Value on the Seven Year Anniversary immediately preceding the date the death
benefit election is effective or is deemed to become effective, adjusted for any
subsequent Premium Payments, partial withdrawals and applicable charges; and (4)
the amount that would have been payable in the event of a full surrender of the
Contract during the Valuation Period during which the Death Benefit election is
effective or deemed to become effective, including any applicable withdrawal
charges and Market Value Adjustment. See "Death Benefit".
    
 
   
  RIGHT TO EXAMINE CONTRACTS. If the Owner is not satisfied with a Contract it
may be returned by mailing it to the Company at the Annuity & Variable Life
Services Center mailing address listed on the cover of this Prospectus within
ten days, or longer if state law requires, after it was received by the Owner.
An Owner may not make transfers during the Right to Examine period. When the
Company receives the returned Contract it will be canceled and in most states
the Owner will receive a refund equal to the Purchaser's Annuity Account Value
at the end of the Valuation Period during which the returned Contract was
received by the Company.
    
 
   
  Where state law requires the full amount of any initial Premium Payment and
subsequent Premium Payment(s) if any, received by the Company to be refunded,
the Company will place the Premium Payment(s) that are allocated to Sub-Accounts
of the Variable Account in the AIM V.I. Money Market Fund until the end of the
Right to Examine period. This period will be deemed to commence on the day the
Contract is mailed, and on the first business day after the end of the period,
the Premium Payments will be allocated as had been specified by the Owner.
    
 
CHARGES AND DEDUCTIONS
 
   
  CONTINGENT DEFERRED SALES CHARGE. The Company does not deduct a sales charge
when it receives a Premium Payment. However, if any part of an Owner's Annuity
Account is withdrawn, a withdrawal charge (contingent deferred sales charge) may
be assessed by the Company. Subject to the Free Partial Withdrawal amount
described above, Annuity Account withdrawals derived from a Premium Payment
deposited with the Company for a period of seven years or less will be subject
to a withdrawal charge ranging from 7% to 1% of the applicable Premium Payment
(adjusted by any applicable MVA with respect to the Fixed Account). The length
of time between the Company's acceptance of a Premium Payment and the making of
a withdrawal determines the withdrawal charge percentage. The withdrawal charge
is not imposed on a Premium Payment after the end of the seventh year of its
deposit with the Company. For purposes of computing the withdrawal charge,
amounts are deemed to be withdrawn in the order in which they were received by
the Company (I.E. oldest Premium Payment first). See "Withdrawal Charges".
    
 
   
  MARKET VALUE ADJUSTMENT. In certain situations, a cash withdrawal of amounts
from the Fixed Account will be subject to a Market Value Adjustment. See "MVA".
The MVA will reflect the relationship between an index published by the Federal
Reserve Board as to current yields on U.S. government securities of various
maturities at the time a cash withdrawal is made, and this index at the time
that the Premium Payments being withdrawn were made. Generally, if the Index
Rate at the time of withdrawal is more than .50% lower than the Index Rate at
the time the Premium Payment was allocated, then the application of the MVA will
result in a higher payment upon withdrawal. Similarly, if the Index Rate at the
time of withdrawal is higher than the Index Rate at the time the Premium Payment
was allocated (or less than 0.50% lower), the application of the MVA will
generally result in a lower payment upon withdrawal. In addition to actual cash
withdrawals, the MVA applies to transfers from the Fixed Account (unless
effective at the end of a Guaranteed Period). It may also apply to Death Benefit
payments, but only if it would increase the Death Benefit. The MVA is not
applied against a withdrawal or transfer which becomes effective upon the
Expiration Date of a Guaranteed Period or which is used to make a Death Benefit
payment.
    
 
   
  ANNUITY ACCOUNT FEE. On the last Valuation Date of each contract year, the
Company will deduct an annual annuity account administration fee ("Annuity
Account Fee") of $35 from the Owner's Annuity Account Value. If the Contract is
surrendered, a $35 Annuity Account Fee will be deducted. After the Annuity Date,
an annual Annuity Account Fee of $35 will be deducted in approximately equal
amounts from each variable annuity payment made during the year. No Annuity
Account Fee will be deducted from fixed annuity payments. If applicable state
law requires, the $35 Annuity Account Fee will be reduced to a lesser amount.
Prior to
    
 
                                        6
<PAGE>   11
 
   
the Annuity Date the annual Annuity Account Fee will be waived each contract
year that the Owner's Annuity Account Value equals or exceeds $100,000 on the
last Valuation Date of that year.
    
 
  ADMINISTRATIVE FEE. The Company also deducts an administrative fee at the end
of each Valuation Period equal to an annual rate of 0.10% of the daily net
assets of the Variable Account for administrative expenses assumed by the
Company. See "Administrative Fees".
 
  RISK CHARGE. The Company deducts a mortality and expense risk charge at the
end of each Valuation Period equal to an annual rate of 1.25% of the daily net
assets of the Variable Account for mortality and expense risks assumed by the
Company. See "Charge for Mortality and Expense Risks".
 
   
  TAXES. The Company may incur premium, or similar state or local taxes relating
to the Contracts. The Company will deduct any such taxes related to a particular
Contract upon an Owner's surrender, withdrawal, annuitization, or payment of
death benefits. See "Premium Taxes".
    
 
  CHARGES AGAINST THE FUND. The value of the net assets of the Sub-Accounts of
the Variable Account will reflect the investment advisory fee and other expenses
incurred by the AIM Variable Insurance Funds, Inc. See "Expense Data" below.
 
- --------------------------------------------------------------------------------
 
EXPENSE DATA
 
   
  The purpose of the following table and Example is to help Owners and
prospective purchasers understand the costs and expenses that are borne,
directly and indirectly, by Owners assuming that all Premium Payments are
allocated to the Variable Account. The table reflects expenses of the Variable
Account as well as of AIM Variable Insurance Funds, Inc. The information set
forth should be considered together with the information provided under the
heading "Contract Charges and Fees", and with the Fund's Prospectus. In addition
to the expenses listed below, premium taxes may be applicable.
    
 
                                   FEE TABLE
 
   
<TABLE>
<CAPTION>
                    AIM V.I.                     AIM                               AIM V.I.                    AIM
                     CAPITAL     AIM V.I.       V.I.       AIM V.I.      AIM        GROWTH      AIM V.I.       V.I.       AIM
                    APPRECIA-   DIVERSIFIED    GLOBAL     GOVERNMENT     V.I.        AND         INTER-       MONEY       V.I.
                      TION        INCOME      UTILITIES   SECURITIES    GROWTH      INCOME      NATIONAL      MARKET     VALUE
                      FUND         FUND         FUND         FUND        FUND        FUND      EQUITY FUND     FUND       FUND
                    ---------   -----------   ---------   ----------   --------   ----------   -----------   --------   --------
<S>                 <C>         <C>           <C>         <C>          <C>        <C>          <C>           <C>        <C>
Owner Transaction
  Expenses
  Sales Load on
    Purchases.....       0            0            0            0           0           0            0            0          0
  Maximum deferred
    sales charge
    on withdrawals
    (as a
    percentage of
    Owner's
    Premium
    Payment)(1)...       7%           7%           7%           7%          7%          7%           7%           7%         7%
  Transfer
    fee(2)........       0            0            0            0           0           0            0            0          0
  Annual Annuity
    Account
    Fee(4)........
                                   --------------------------------------------      $35 per Contract     ----------------------
                                                                                          
 
Separate Account
  Annual Expenses
  (as a percentage
  of average
  separate account
  assets)
  Mortality and
    Expense
    Risk Fee......    1.25%        1.25%        1.25%        1.25%       1.25%       1.25%        1.25%        1.25%      1.25%
  Administrative
    Fee...........    0.10%        0.10%        0.10%        0.10%       0.10%       0.10%        0.10%        0.10%      0.10%
  Other Fees and
    Expenses......       0%           0%           0            0%          0%          0            0%           0%         0%
                       ---          ---          ---          ---         ---         ---          ---          ---        ---
    Total.........    1.35%        1.35%        1.35%        1.35%       1.35%       1.35%        1.35%        1.35%      1.35%
AIM Variable
  Insurance Funds,
  Inc. Annual
  Expenses (as a
  percentage of
  Fund average net
  assets)
  Management
    Fees..........    0.64%        0.60%        0.65%(3)     0.50%       0.65%       0.65%        0.75%        0.40%      0.64%
  Other
    Expenses......    0.09%        0.26%        0.90%        0.41%       0.13%       0.13%        0.21%        0.15%      0.09%
                       ---          ---          ---          ---         ---         ---          ---          ---        ---
    TOTAL.........    0.73%        0.86%        1.55%        0.91%       0.78%       0.78%        0.96%        0.55%      0.73%
</TABLE>
    
 
- ---------------
 
   
(1) A portion of an Owner's Annuity Account may be withdrawn once each Contract
    Year without the assessment of a withdrawal charge if all Premium Payments
    have not previously been withdrawn. The withdrawal charge on the remaining
    portion is equal to a percentage of the Owner's Premium Payment withdrawn
    and ranges from 7% to 0%, depending upon the length of time between the
    Company's acceptance of the Premium Payment withdrawn and the making of a
    withdrawal. After the Premium Payment has been held by the Company for seven
    years such Premium Payment may be withdrawn without assessment of the
    withdrawal charge.
    
 
   
(2) Before the Annuity Date, an Owner is limited to twelve transfers each
    Contract Year unless otherwise authorized by the Company in writing.
    Transfers from any Fixed Sub-Account are restricted in frequency and amount
    and may also be subject to a MVA. After the Annuity Date, a Payee is limited
    to three transfers per Contract Year.
    
 
                                        7
<PAGE>   12
 
   
(3) Management fees have been restated to reflect current agreements.
    
 
   
(4) Waived for Annuity Account Values of $100,000 or more as determined on the
    last Valuation Date of a Contract Year.
    
 
   
  EXAMPLES. A Owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets (and assuming all Premium Payments are
allocated to the Variable Account):
    
 
   
<TABLE>
<CAPTION>
                                                              1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                              ------    -------    -------    --------
<S>                                                           <C>       <C>        <C>        <C>
1. IF THE CONTRACT IS SURRENDERED AT THE END OF THE
  APPLICABLE TIME PERIOD:
  AIM V.I. Capital Appreciation Fund........................   $81       $110       $141        $247
  AIM V.I. Diversified Income Fund..........................   $83       $114       $147        $261
  AIM V.I. Global Utilities Fund............................   $89       $134       $182        $328
  AIM V.I. Government Securities Fund.......................   $83       $115       $150        $266
  AIM V.I. Growth Fund......................................   $82       $111       $143        $252
  AIM V.I. Growth and Income Fund...........................   $82       $111       $143        $252
  AIM V.I. International Equity Fund........................   $84       $117       $152        $271
  AIM V.I. Money Market Fund................................   $79       $104       $131        $228
  AIM V.I. Value Fund.......................................   $81       $110       $141        $247
2. IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
  ANNUITIZED:
  AIM V.I. Capital Appreciation Fund........................   $22       $ 67       $115        $247
  AIM V.I. Diversified Income Fund..........................   $23       $ 71       $122        $261
  AIM V.I. Global Utilities Fund............................   $30       $ 92       $156        $328
  AIM V.I. Government Securities Fund.......................   $24       $ 73       $124        $266
  AIM V.I. Growth Fund......................................   $22       $ 69       $118        $252
  AIM V.I. Growth and Income Fund...........................   $22       $ 69       $118        $252
  AIM V.I. International Equity Fund........................   $24       $ 74       $127        $271
  AIM V.I. Money Market Fund................................   $20       $ 62       $106        $228
  AIM V.I. Value Fund.......................................   $22       $ 67       $115        $247
</TABLE>
    
 
   
  The above tables are intended to assist the Owner in understanding the costs
and expenses that will be borne, directly or indirectly, by Premium Payments
allocated to the Variable Account. These include the expenses of AIM Variable
Insurance Funds, Inc. See the Fund Prospectus. In addition to the expenses
listed above, premium taxes may be applicable.
    
 
  These examples reflect the annual $35 Annuity Account Fee as an annual charge
of .07% of assets, based on an anticipated average Annuity Account Value of
$50,000.
 
  The Examples should not be considered a representation of past or future
expenses, and actual expenses may be greater or lesser than those shown.
 
   
  OWNER INQUIRIES.  Inquiries from Owners or prospective owners should be
directed to CIGNA Individual Insurance, Annuity & Variable Life Services Center,
Routing S-249, Hartford, CT 06152-2249, Telephone (800) 552-9898.
    
 
- --------------------------------------------------------------------------------
 
CONDENSED FINANCIAL INFORMATION
 
   
  There follows, for each of the nine Sub-Accounts available under the Contracts
during the Variable Account's fiscal year ended December 31, 1996, information
regarding the changes in the accumulation unit values during the period ended
December 31, 1996 and the number of accumulation units outstanding at December
31, 1996. During 1995, the Account changed its fiscal year end from January 31
to December 31, effective in the year beginning January 1, 1996. Accordingly,
the information which follows includes the eleven months transition period ended
December 31, 1995.
    
 
   
<TABLE>
<CAPTION>
                                                                                                              NUMBER OF
                                                                                                            ACCUMULATION
                          ACCUMULATION UNIT   ACCUMULATION UNIT   ACCUMULATION UNIT   ACCUMULATION UNIT         UNITS
                            ENDING VALUE        ENDING VALUE        ENDING VALUE        ENDING VALUE       OUTSTANDING AT
      SUB-ACCOUNT            AT 01/31/94         AT 01/31/95         AT 12/31/95         AT 12/31/96          12/31/96
      -----------         -----------------   -----------------   -----------------   -----------------   -----------------
<S>                       <C>                 <C>                 <C>                 <C>                 <C>
AIM V.I. Capital
  Appreciation..........    $12.38041595        $11.73552614        $15.92378352         $18.467244          16,934,302
AIM V.I. Diversified
  Income................    $10.74882414        $ 9.93099697        $11.58511339         $12.591387           4,290,852
AIM V.I. Global
  Utilities.............    $         --        $10.23506635        $12.50840432         $13.826403             796,782
AIM V.I. Government
  Securities............    $10.25974178        $ 9.77511075        $10.99124674         $11.089217           1,864,171
AIM V.I. Growth.........    $11.44824866        $10.49090794        $13.97787385         $16.280681           9,484,547
AIM V.I. Growth and
  Income................    $         --        $10.21572537        $13.38512650         $15.835279           5,709,782
AIM V.I. International
  Equity................    $12.29642468        $10.73834133        $13.15613040         $15.578350           9,121,429
AIM V.I. Money Market...    $10.08363319        $10.37828057        $10.77544248         $11.155653           4,855,567
AIM V.I. Value..........    $11.92155242        $11.52168559        $15.50537319         $17.590804          18,443,298
</TABLE>
    
 
                                        8
<PAGE>   13
 
- --------------------------------------------------------------------------------
 
THE PURPOSE OF THIS PROSPECTUS
 
  This Prospectus contains information about the individual and group AIM/CIGNA
Heritage Variable Annuity Contract (the "Contract") which provides fixed or
variable accumulations or a combination of both, and fixed and/or variable
annuity payments starting at the Annuity Date. It describes the Contract's uses
and objectives, its benefits and costs, and the rights and privileges of the
Owner. It also contains information about the Company, the Variable Account, the
Fixed Account and the Fund. It has been carefully prepared in non-technical
language to help you decide whether the purchase of a Contract will fit your
needs. We urge you to read it carefully and retain it for future reference.
- --------------------------------------------------------------------------------
 
THE COMPANY, THE FIXED ACCOUNT, THE VARIABLE ACCOUNT AND THE FUND
 
  THE COMPANY. The Company is a stock life insurance company incorporated in
Connecticut in 1865. Its Executive Office mailing address is Hartford,
Connecticut 06152, Telephone (860) 726-6000. It does business in fifty states,
the District of Columbia and Puerto Rico. The Company issues group and
individual life and health insurance policies and annuities. The Company has
various wholly-owned subsidiaries which are generally engaged in the insurance
business. The Company is a wholly-owned subsidiary of Connecticut General
Corporation, Bloomfield, Connecticut. Connecticut General Corporation is
wholly-owned by CIGNA Holdings Inc., Philadelphia, Pennsylvania which is in turn
wholly-owned by CIGNA Corporation, Philadelphia, Pennsylvania. Connecticut
General Corporation is the holding company of various insurance companies, one
of which is Connecticut General Life Insurance Company.
 
  THE FIXED ACCOUNT. The Fixed Account is made up of the general assets of the
Company other than those allocated to any separate account. The Fixed Account is
part of the Company's general account. Because of applicable exemptive and
exclusionary provisions, interests in the Fixed Account have not been registered
under the Securities Act of 1933 (the "1933 Act"), and neither the Fixed Account
nor the Company's general account has been registered under the Investment
Company Act of 1940 (the "1940 Act"). Therefore, neither the Fixed Account nor
any interest therein is generally subject to regulation under the provisions of
the 1933 Act or the 1940 Act. Accordingly, the Company has been advised that the
staff of the Commission has not reviewed the disclosure in this Prospectus
relating to the Fixed Account.
 
  The initial Premium Payment and any subsequent Premium Payment(s) will be
allocated to Sub-Accounts available in connection with the Fixed Account to the
extent elected by the Owner at the time such payment is made. In addition, all
or part of the Owner's Annuity Account Value may be transferred to such
Sub-Accounts available under the Contract as described under "Transfer
Privilege." Instead of the Owner assuming all of the investment risk as is the
case for Premium Payments allocated to the Variable Account, the Company
guarantees it will credit a specified minimum interest rate to amounts allocated
to the Fixed Account.
 
  Assets supporting amounts allocated to Sub-Accounts within the Fixed Account
become part of the Company's general account assets and are available to fund
the claims of all creditors of the Company. All of the Company's general account
assets will be available to fund benefits under the Contracts. The Owner does
not participate in the investment performance of the assets of the Fixed Account
or the Company's general account. Instead, a specified rate of interest,
declared in advance, is credited to amounts allocated to the Fixed Account. This
rate is guaranteed to be at least 3% per year. The Company may credit interest
at a rate in excess of 3% per year; however, the Company is not obligated to
credit any interest in excess of 3% per year.
 
  The Company will invest the assets of the general account in those assets
chosen by the Company and allowed by applicable state laws regarding the nature
and quality of investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular type of
investment. In general, these laws permit investments, within specified limits
and subject to certain qualifications, in federal, state and municipal
obligations, corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments.
 
  If the Owner maintains Annuity Account Values within a Fixed Account
Sub-Account for the duration of the Sub-Account's Guaranteed Period, the Company
guarantees that it will credit interest at the guaranteed rate specified for the
Sub-Account. In the event the Owner withdraws any amount from the Sub-Account
prior to the expiration of the Sub-Account's Guaranteed Period for any reason,
the withdrawn amount is subjected to a MVA (see "Market Value Adjustment") and a
withdrawal charge, if applicable. The Company guarantees, however, that an Owner
will be credited with interest at a rate of not less than 3% per year,
compounded annually, on amounts allocated to any Fixed Account Sub-Account under
the Contracts, regardless of any application of the MVA (that is, the MVA will
not reduce the amount available for withdrawal or transfer to an amount less
than the initial amount allocated or transferred to the Fixed Account
Sub-Account plus interest of 3% per year). The application of any withdrawal
charge may cause the amount realized to be less than the net interest credited
at 3% per year. The Company reserves the right to defer the payment or transfer
of amounts withdrawn from the Fixed Account for a period not to exceed six (6)
months from the date a proper request for such withdrawal or transfer is
received by the Company.
 
  THE VARIABLE ACCOUNT. The basic objective of a variable annuity contract is to
provide variable accumulation of Premium Payments which will be to some degree
responsive to changes in the economic environment, including inflationary forces
and changes in rates of return available from various types of investments. The
Contracts are designed to seek to accomplish this objective by providing that
Annuity Account Values and/or Variable Annuity payments will reflect the
investment performance of the
 
                                        9
<PAGE>   14
 
Sub-Accounts of the Variable Account with respect to amounts allocated to
Sub-Accounts of the Variable Account. (See "Annuity Options".) Since
Sub-Accounts of the Variable Account are always fully invested in shares of
corresponding portfolios of the Fund, their investment performance reflects the
investment performance of those portfolios. Values of Fund shares held by the
Variable Account fluctuate and are subject to the risks of changing economic
conditions as well as the risk inherent in the ability of the Fund's management
to make necessary changes in its portfolios to anticipate changes in economic
conditions. Therefore, the Owner bears the entire investment risk that the basic
objectives of the Contract may not be realized and that the adverse effects of
inflation may not be lessened. There can be no assurance that the total
surrender proceeds or the aggregate amount of annuity payments will equal or
exceed the Premium Payments made with respect to a particular Owner's Annuity
Account.
 
  The CG Variable Annuity Separate Account (the "Variable Account") was
established by the Company as a separate account on May 15, 1992 pursuant to a
resolution of its Board of Directors. Under Connecticut insurance law, 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
Contracts described in this Prospectus. Although that portion of the assets
maintained in the Variable Account equal to the reserves and other contract
liabilities with respect to 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 Contracts, including the promise to make annuity
payments, are general corporate obligations of the Company.
 
  The Variable Account is registered with the Commission as a unit investment
trust under the Act and meets the definition of a separate account under the
federal securities laws. Registration with 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.
 
  The assets of the Variable Account are divided into Sub-Accounts. Each
Sub-Account invests exclusively in shares of a specific portfolio of the Fund.
All amounts allocated to the Variable Account will be used to purchase Fund
shares as designated by the Owner at their net asset value. Any and all
distributions made by the Fund with respect to the shares held by the Variable
Account will be reinvested to purchase additional shares at their net asset
value. Deductions from the Variable Account for cash withdrawals, annuity
payments, death benefits, annuity account fees, and any applicable taxes will,
in effect, be made by redeeming the number of Fund shares at their net asset
value equal in total value to the amount to be deducted. (The Variable Account
will purchase and redeem Fund shares on an aggregate basis.) The Variable
Account will be fully invested in Fund shares at all times.
 
  AIM VARIABLE INSURANCE FUNDS, INC. AIM Variable Insurance Funds, Inc. (the
"Fund") is an open-end investment management company registered under the Act.
Shares of the various portfolios of the Fund may be sold to other separate
accounts established by the Company or by other insurance companies to fund
other variable annuity or variable life insurance contracts. A I M Advisors,
Inc., ("AIM") the Fund's investment adviser, its affiliates, and any insurance
companies with separate accounts investing in the Fund will be responsible for
reporting to the Fund's Board of Directors any potential or existing conflicts
between the interests of variable annuity contract owners/participants and the
interests of owners of variable life insurance contracts that provide for
investment in shares of the Fund. The Board of Directors, a majority of whom are
not "interested persons" of the Fund, as that term is defined in the Act, also
will monitor the Fund to identify the existence of any such irreconcilable
material conflicts and to determine what action, if any, should be taken by the
Fund and/or AIM, and its affiliates (see "Management of the Fund" in the Fund
Prospectus).
 
  The Fund is currently composed of nine independent portfolios of securities,
each of which has separate investment objectives and policies. Shares of the
Fund are issued in nine series, each corresponding to one of the portfolios.
Additional portfolios may be added to the Fund which may or may not be available
for investment by the Variable Account.
 
  AIM V.I. CAPITAL APPRECIATION FUND ("CAPITAL APPRECIATION FUND") is a
diversified portfolio which seeks to provide capital appreciation through
investments in common stocks, with emphasis on medium-sized and smaller emerging
growth companies.
 
  AIM V.I. DIVERSIFIED INCOME FUND ("DIVERSIFIED INCOME FUND") is a diversified
portfolio which seeks to achieve a high level of current income primarily by
investing in a diversified portfolio of foreign and U.S. government and
corporate debt securities, including lower rated high yield debt securities
(commonly known as "junk bonds").
 
  AIM V.I. GLOBAL UTILITIES FUND ("GLOBAL UTILITIES FUND"), formerly AIM V.I.
Utilities Fund, is a non-diversified portfolio which seeks to achieve a high
level of current income, and as a secondary objective capital appreciation, by
investing primarily in common and preferred stocks of public utility companies
(either domestic or foreign).
 
  AIM V.I. GOVERNMENT SECURITIES FUND ("GOVERNMENT FUND") is a diversified
portfolio which seeks to achieve a high level of current income consistent with
reasonable concern for safety of principal by investing in debt securities
issued, guaranteed or otherwise backed by the U.S. Government.
 
  AIM V.I. GROWTH FUND ("GROWTH FUND") is a diversified portfolio which seeks to
provide growth of capital through investments primarily in common stocks of
leading U.S. companies considered by AIM to have strong earnings momentum.
 
  AIM V.I. GROWTH AND INCOME FUND ("GROWTH & INCOME FUND") is a diversified
portfolio which seeks to provide growth of capital, with current income as a
secondary objective by investing primarily in dividend paying common stocks
which have prospects for both growth of capital and dividend income.
 
                                       10
<PAGE>   15
 
  AIM V.I. INTERNATIONAL EQUITY FUND ("INTERNATIONAL FUND") is a diversified
portfolio which seeks to provide long-term growth of capital by investing in
international equity securities, the issuers of which are considered by AIM to
have strong earnings momentum.
 
  AIM V.I. MONEY MARKET FUND ("MONEY MARKET FUND") is a diversified portfolio
which seeks to provide as high a level of current income as is consistent with
the preservation of capital and liquidity by investing in a diversified
portfolio of money market instruments.
 
  AIM V.I. VALUE FUND ("VALUE FUND") is a diversified portfolio which seeks to
achieve long-term growth of capital by investing primarily in equity securities
judged by AIM to be undervalued relative to the current or projected earnings of
the companies issuing the securities, or relative to current market values of
assets owned by the companies issuing the securities or relative to the equity
markets generally. Income is a secondary objective.
 
  AIM is paid fees by the Fund for its services pursuant to an investment
advisory agreement. AIM, a Delaware corporation, also serves as investment
adviser to each of the funds in The AIM Family of Funds(R), and to certain other
investment companies. AIM operates as an autonomous organization and the
obligation of performance with respect to the investment advisory agreement is
solely that of AIM. The Company undertakes no obligation in this respect.
 
  THERE IS NO ASSURANCE THAT ANY SERIES WILL ACHIEVE ITS STATED OBJECTIVE. A
more detailed description of the Fund, its investment objectives, policies and
restrictions and expenses may be found in the accompanying current Prospectus of
the Fund and in the Fund's Statement of Additional Information. Information
contained in the Fund's Prospectus should be read carefully before allocating
Premium Payments or making transfers to a Sub-Account of the Variable Account.
- --------------------------------------------------------------------------------
 
PREMIUM PAYMENTS AND ANNUITY ACCOUNT VALUES DURING ACCUMULATION PERIOD
 
  PREMIUM PAYMENTS. All initial and subsequent Premium Payments are to be paid
to an authorized agent of the Company or to the Company. The Company will not
accept an initial Premium Payment from a Owner which is less than $2,500 ($2,000
for IRAs). In addition, any allocation of such initial Premium Payment must be
in minimum amounts of $2,500 per Fixed Account Sub-Account and $100 per Variable
Account Sub-Account. The Company will accept subsequent Premium Payments in
minimum amounts of $2,500 (for amounts to be allocated to each Fixed Account
Sub-Account) and $100 (for amounts to be allocated to each Variable Account
Sub-Account). The Company may reduce the minimum Premium Payment requirements
under group contracts where Premium Payments are made by each Owner through
employee payroll deduction. The Company may also reduce the minimum Premium
Payment requirements for Owners who use the Contract under a program which
qualifies under Section 403 or 408 of the Code. The prior approval of the
Company is required before it will accept any Premium Payment in excess of
$1,000,000.
 
  A completed Contract Application, if required, or Order to Purchase and the
Initial Premium Payment must be received by the Company for acceptance. Upon
acceptance, the Contract is issued to the Owner and the Initial Premium Payment
is then credited to the Owner's Annuity Account. An Initial Premium Payment must
be credited within two business days of receipt by the Company of a completed
Contract Application or Order to Purchase containing information sufficient to
issue the Contract. The Company may retain the Premium Payment for up to five
business days while attempting to obtain any missing information. If sufficient
information is not obtained within five business days of receipt of the Premium
Payment, the prospective Owner will be informed of the reasons for the delay and
the Premium Payment will be returned immediately unless the prospective Owner
specifically consents to the Company's retaining the Premium Payment until
sufficient information is obtained.
 
  Subsequent Premium Payments are also forwarded to the Company for acceptance.
Upon acceptance, the Premium Payment is credited to the Owner's Annuity Account.
A subsequent Premium Payment received by the Company prior to the closing time
of the New York Stock Exchange (currently 4 p.m. Eastern Time) will be applied
on the same day of receipt.
 
  An Owner, or Annuitant if the Owner is a non-natural person, may be no more
than 85 years of age on the Date of Issue. The Company reserves the right in its
sole discretion not to accept a Premium Payment. In addition, the payment by the
Company of any amount under the Contract which is derived, all or in part, from
any Premium Payment paid to the Company by check or draft may be postponed until
such time as the Company determines the check or draft has been honored.
 
  OWNER'S ANNUITY ACCOUNT. The Company will establish an Owner's Annuity Account
upon its acceptance of an initial Premium Payment. Each subsequent Premium
Payment under the Contract will be credited to the Owner's Annuity Account. The
Company will maintain the Annuity Account for the Owner during the Accumulation
Period. The Contract's Annuity Account Value for any Valuation Period is equal
to the sum of the variable accumulation value, if any, plus the fixed
accumulation value, if any, of the Annuity Account for that Valuation Period.
 
  ANNUITY ACCOUNT CONTINUATION. The Annuity Account shall be continued
automatically in full force for the Owner until the earlier of: (1) the Annuity
Date; (2) all death benefits under the Contract are paid; (3) the Contract is
surrendered; and (4) the Annuity Account Value no longer meets the requirements
specified in the "Minimum Value Requirement." Cash withdrawals may cause the
Annuity Account to be discontinued by the Company.
 
                                       11
<PAGE>   16
 
  ALLOCATION OF PREMIUM PAYMENT(S). The Initial Premium Payment and any
Subsequent Premium Payment(s) will be allocated among the Sub-Accounts available
in connection with the Fixed Account or the Variable Account, or to a
combination of both as specified by the Owner. Subject to the $2,500 Fixed
Account Sub-Account and $100 Variable Account Sub-Account minimum allocations
specified above (see "Premium Payments"), the Company will allocate the Initial
Premium Payment as specified by the Owner. Subsequent Premium Payments will also
be allocated as initially specified by the Owner unless the Company receives
different allocation instructions in writing from the Owner. Allocations to
multiple sub-accounts will be made in whole percentages. At this time, no more
than 18 Fixed Account and Variable Sub-Accounts may be opened during the life of
the Contract. The Company may expand this number at a future date. If applicable
allocation instructions would result in an allocation to a Fixed Account Sub-
Account that does not meet the $2,500 minimum, then the Company will promptly
seek further instructions from the Owner regarding allocation of the premium. In
certain states, with respect to Premium Payments received before or during the
Right to Examine Contract period and allocated to the Variable Account, the
Company will allocate such Premium Payments to the AIM V.I. Money Market Fund
during the Right to Examine Contract period (see "Right to Examine Contract").
After expiration of this period the Company will allocate the initial Premium
Payment as specified by the Owner (see "Right to Examine Contract")
 
  FIXED ACCUMULATION VALUE. The fixed accumulation value of a Owner's Annuity
Account, if any, for any Valuation Period is equal to the sum of the values of
all Fixed Account Sub-Accounts credited to the Annuity Account for such
Valuation Period.
 
  GUARANTEED PERIODS. The Owner may elect to allocate Premium Payments to one or
more Sub-Accounts within the Fixed Account. Each Sub-Account will maintain a
Guaranteed Period with a duration ranging from one to ten years. The duration of
the Guaranteed Period will affect the Guaranteed Interest Rate of the
Sub-Account. Initial Premium Payments and Subsequent Premium Payments, or
portions thereof, and transfer amounts allocated to a Fixed Account Sub-Account,
less any amounts subsequently withdrawn, will earn interest at the Guaranteed
Interest Rate during the particular Sub-Account's Guaranteed Period unless
withdrawn prior to the end of the Guaranteed Period. Initial Sub-Account
Guaranteed Periods begin on the date a Premium Payment is accepted or, in the
case of a transfer, on the effective date of the transfer, and end on the number
of calendar years in the Sub-Account's Guaranteed Period elected from the date
on which the amount was allocated to the Sub-Account (the "Expiration Date").
Any portion of the Annuity Account Value allocated to a specific Sub-Account
with a specified Expiration Date (including interest earned thereon) will be
referred to herein as a "Guaranteed Period Amount." Interest will be credited
daily at a rate equivalent to the compound annual rate. As a result of renewals
and transfers of portions of the Annuity Account Value described under "Transfer
Privilege" below, which will begin new Sub-Account Guaranteed Periods, amounts
allocated to Sub-Accounts of the same duration may have different Expiration
Dates. Thus each Guaranteed Period Amount will be treated separately for
purposes of determining any applicable Market Value Adjustment (see "MVA").
 
  The Company will notify the Owner in writing prior to the Expiration Date for
any Guaranteed Period Amount. A new Sub-Account Guaranteed Period of the same
duration as the previous Sub-Account Guaranteed Period will commence
automatically at the end of the previous Guaranteed Period unless the Company
receives, following such notification but prior to the end of such Guaranteed
Period, a written election by the Owner to transfer the Guaranteed Period
Amount, in accordance with the Transfer Privilege provision, to a different
Fixed Account Sub-Account or to a Variable Account Sub-Account from among those
being offered by the Company at such time. Transfers of any Guaranteed Period
Amount which become effective upon the expiration of the applicable Guaranteed
Period are not subject to the twelve transfers per Contract Year limitations or
the additional Fixed Sub-Account transfer restrictions (see "Transfer
Privilege").
 
  GUARANTEED INTEREST RATES. The Company periodically will establish an
applicable Guaranteed Interest Rate for each of the Sub-Account Guaranteed
Periods within the Fixed Account. Guaranteed Interest Rates offered at any time
may be changed by the Company depending on interest rates on investments
available to the Company and other factors as described below, but once
established, rates will be guaranteed for the entire duration of the
Sub-Account's respective Guaranteed Period. However, any amount withdrawn from
the Sub-Account may be subject to any applicable withdrawal charges, Annuity
Account Fees, MVA, premium taxes or other fees. Amounts transferred out of a
Fixed Account Sub-Account prior to the end of the Guaranteed Period will be
subject to the MVA.
 
  The Guaranteed Interest Rate will not be less than 3% per year compounded
annually, regardless of any application of the MVA. The Company has no specific
formula for determining the rate of interest that it will declare as a
Guaranteed Interest Rate, as these rates will be reflective of interest rates
available on the types of debt instruments in which the Company intends to
invest amounts allocated to the Fixed Account (see "The Fixed Account"). In
addition, the Company's management may consider other factors in determining
Guaranteed Interest Rates for a particular Sub-Account including: regulatory and
tax requirements; sales commissions and administrative expenses borne by the
Company; general economic trends; and competitive factors. There is no
obligation to declare a rate in excess of 3%; the Owner assumes the risk that
declared rates will not exceed 3%. The Company has complete discretion to
declare any rate of at least 3%, regardless of market interest rates, the
amounts earned by the Company on its investments, or any other factors.
 
  VARIABLE ACCUMULATION VALUE. The variable accumulation value of an Owner's
Annuity Account, if any, for any Valuation Period is equal to the sum of the
value of all Variable Accumulation Units credited to the Owner's Annuity Account
for such Valuation Period.
 
                                       12
<PAGE>   17
 
   
  CREDITING VARIABLE ACCUMULATION UNITS. Upon the Company's acceptance of an
Initial Premium Payment and any Subsequent Premium Payment(s), all or that
portion, if any, of the Premium Payment(s) to be allocated to any Sub-Accounts
in accordance with the allocation factors will be credited to the Owner's
Annuity Account in the form of Variable Accumulation Units. The number of
particular Variable Accumulation Units to be credited is determined by dividing
the dollar amount allocated to the particular Sub-Account by the Variable
Accumulation Unit value for the particular Sub-Account for the Valuation Period
during which the Premium Payment is received at the Annuity & Variable Life
Services Center and accepted. Subsequent Premium Payments are applied upon
receipt.
    
 
  VARIABLE ACCUMULATION UNIT VALUE. The Variable Accumulation Unit value for
each Sub-Account was established at $10 for the first Valuation Period of the
particular Sub-Account. The Variable Accumulation Unit value for the particular
Sub-Account for any subsequent Valuation Period is determined by multiplying the
Variable Accumulation Unit value for the particular Sub-Account for the
immediately preceding Valuation Period by the Net Investment Factor for the
particular Sub-Account for such subsequent Valuation Period. The Variable
Accumulation Unit value for each Sub-Account for any Valuation Period is the
value determined as of the end of the particular Valuation Period and such value
may increase, decrease or remain the same from Valuation Period to Valuation
Period in accordance with the Net Investment Factor. The Net Investment Factor
is an index applied to measure the investment performance of a Variable Account
Sub-Account from one Valuation Period to the next. For a description of the Net
Investment Factor and a hypothetical example of the calculation of the value of
a Variable Accumulation Unit, see the Statement of Additional Information. The
investment performance of the portfolio of the Fund corresponding to the
applicable Sub-Account, expenses, and the deduction of certain charges affect
the Variable Accumulation Unit Value.
 
   
OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS
    
 
   
  The Owner may elect to enroll in either of the following programs. However,
both programs cannot be in effect at the same time.
    
 
   
  DOLLAR COST AVERAGING. Dollar Cost Averaging is a program which, if elected by
the Owner, systematically allocates specified dollar amounts from the Money
Market Sub-Account or the One-Year Fixed Account Sub-Account to one or more of
the Contract's Variable Account Sub-Accounts at regular intervals as elected by
the Owner. By allocating on a regularly scheduled basis as opposed to allocating
the total amount at one particular time, an Owner may be less susceptible to the
impact of market fluctuations.
    
 
   
  Dollar Cost Averaging may be selected by establishing a Money Market
Sub-Account of at least $1,000 or the One-Year Fixed Account Sub-Account value
of at least $2,500. The minimum amount per month to allocate is $50 (subject to
the 18 Sub-Account limitation described under "Allocation of Premium Payments"
above). Enrollment in this program may occur at any time by calling the Annuity
& Variable Life Services Center or by providing the information requested on the
Dollar Cost Averaging election form to the Company and ensuring that sufficient
value is in the Money Market Sub-Account or the One-Year Fixed Account
Sub-Account. Transfers to any Fixed Account Sub-Account or from a Fixed Account
Sub-Account other than the One-Year Fixed Account Sub-Account are not permitted
under Dollar Cost Averaging. The Company may, at its sole discretion, waive
Dollar Cost Averaging minimum deposit and transfer requirements.
    
 
   
  Dollar Cost Averaging will terminate when any of the following occurs: (1) the
number of designated transfers has been completed; (2) the value of the Money
Market Sub-Account or the One-Year Fixed Sub-Account is insufficient to complete
the next transfer; (3) the Owner requests termination by telephone or in writing
and such request is received at least one week prior to the next scheduled
transfer date to take effect that month; or (4) the Contract is surrendered.
    
 
   
  The Dollar Cost Averaging program is not available following the Annuity Date.
There is no current charge for Dollar Cost Averaging but the Company reserves
the right to charge for this program.
    
 
   
  The Company does not control the Fund and cannot guarantee that it or any
Series thereunder will accept transfers under the Dollar Cost Averaging program.
Therefore, the Company reserves the right to discontinue or change this program
at any time. THERE IS NO GUARANTEE THAT THE DOLLAR COST AVERAGING PROGRAM WILL
RESULT IN ANNUITY ACCOUNT VALUES WHICH EQUAL OR EXCEED ANY INITIAL PREMIUM
PAYMENT OR SUBSEQUENT PREMIUM PAYMENT MADE. The Dollar Cost Averaging program
may not achieve its objective. There is no guarantee that the program will
result in a profit, or protect against loss, nor is there any guarantee that it
produces better results than a single lump-sum investment.
    
 
   
  AUTOMATIC REBALANCING.  Automatic Rebalancing is an option which, if elected
by the Owner, periodically restores to a pre-determined level the percentage of
Contract Value allocated to each Variable Account Sub-Account (e.g. 20% Money
Market, 50% Growth, 30% Utilities). This pre-determined level will be the
allocation initially selected when the Contract was purchased, unless
subsequently changed. The Automatic Rebalancing allocation may be changed at any
time by submitting a request to the Company.
    
 
   
  If Automatic Rebalancing is elected, all Net Premium Payments allocated to the
Variable Account Sub-Accounts must be subject to Automatic Rebalancing. The
Fixed Account Sub-Account is not available for Automatic Rebalancing.
    
 
   
  Automatic Rebalancing may take place on either a quarterly, semi-annual or
annual basis, as selected by the Owner. Once the rebalancing option is
activated, any Variable Account Sub-Account transfers executed outside of the
rebalancing option will termi-
    
 
                                       13
<PAGE>   18
 
   
nate the Automatic Rebalancing option. Any subsequent premium payment or
withdrawal that modifies the net account balance within each Variable Account
Sub-Account may also cause termination of the Automatic Rebalancing option. Any
such termination will be confirmed to the Owner. The Owner may terminate the
Automatic Rebalancing option or re-enroll at any time by calling or writing the
Annuity & Variable Life Services Center.
    
 
   
  The Automatic Rebalancing program is not available following the Annuity Date.
There is no current charge for Automatic Rebalancing but the Company reserves
the right to charge for this program.
    
 
TRANSFER PRIVILEGE
 
   
  ACCUMULATION PERIOD. During the Accumulation Period the Owner may, upon
request, transfer all or part of any of the Owner's Annuity Account Value(s) to
one or more Sub-Accounts available under the Contract. Transfers from Fixed
Account Sub-Accounts and Variable Account Sub-Accounts are subject to the
following conditions: (1) an Owner is limited to twelve transfers each Contract
Year; (2) the amount being transferred may not be less than $1,000, from a Fixed
Account Sub-Account, or $100 from a Variable Account Sub-Account unless the
entire value of the Fixed or Variable Account Sub-Account is being transferred;
(3) the amount transferred to any Fixed Account Sub-Account may not be less than
$2,500, or $100 to a Variable Account Sub-Account; (4) the Annuity Account Value
remaining in a Fixed Sub-Account may not be less than $2,500, and not less than
$50 in a Variable Sub-Account; and (5) no transfers are permitted during the
Right to Examine period. With the exception of transfers of any Guaranteed
Period Amount which become effective upon the expiration of the applicable
Guaranteed Period, all transfers from any Fixed Sub-Account are subject to the
following additional conditions: (1) An Owner may make only one transfer from
each Fixed Sub-Account in any Contract Year; and (2) The amount transferred from
any Fixed Sub-Account may not exceed 15% of the Annuity Account Value in the
Sub-Account on the transfer's effective date. Transfers from Fixed Account
Sub-Accounts may be subject to a MVA. Amounts transferred into a Fixed Account
Sub-Account will earn interest at the Guaranteed Interest Rate declared by the
Company for that Guaranteed Period as of the effective date of the transfer
(subject to any future MVA).
    
 
  The Company reserves the right to otherwise restrict the transfer privilege in
any way or to eliminate it entirely. The Company also reserves the right to
defer transfer of amounts from the Fixed Account for a period not to exceed six
(6) months from the date a request for such transfer is received by the Company.
 
   
  Transfer requests in writing must be upon a form acceptable to the Company.
Telephone transfers will be allowed automatically, unless the Owner specifically
declines this privilege in the Contract Application.
    
 
   
  The Company will take the following procedures to confirm that instructions
communicated by telephone are genuine. Before a service representative accepts
any request, the caller will be asked for specific information to validate the
request. All calls will be recorded. All transactions performed will be
confirmed by the Company in writing. The Company is not liable for any loss,
cost or expense for acting on telephone instructions which are believed to be
genuine in accordance with these procedures.
    
 
   
  Transfers of all or a portion of any Guaranteed Period Amount will be subject
to the MVA described below unless the transfer becomes effective upon the
Expiration Date of such Guaranteed Period. Transfers involving Variable
Accumulation Units shall be subject to such terms and conditions as may be
imposed by the Fund. A transfer from a Sub-Account of the Variable Account will
be effective on the date the request for transfer is received by the Company,
provided such request is received by the Company prior to 4:00 p.m. Eastern Time
on a day which the New York Stock Exchange is open for business. Otherwise, the
transfer will become effective the next succeeding day upon which the New York
Stock Exchange is open for business. Under current law, there will not be any
tax liability to the Owner for making a transfer.
    
 
   
  ANNUITY PERIOD. After the Annuity Date the Payee may, by filing a request in
writing with the Company, exchange the value of a designated number of Annuity
Units of particular Variable Sub-Accounts then credited under the Contract into
other Annuity Units, the value of which would be such that the dollar amount of
an annuity payment made on the date of the exchange would be unaffected by the
exchange. Each Payee is limited to three exchanges per Contract Year after the
Annuity Date, and such exchanges may be made only between Variable Account
Sub-Accounts. Exchanges will be made using the Annuity Unit values for the
Valuation Period during which any request for exchange is received by the
Company.
    
- --------------------------------------------------------------------------------
 
                        DISTRIBUTIONS UNDER THE CONTRACT
 
   
  CASH WITHDRAWALS. At any time prior to the Annuity Date and during the
lifetime of the Owner, or of the Annuitant if the Owner is a nonnatural person,
an Owner may elect to receive a cash withdrawal payment from the Company. Any
such withdrawal from the Variable Account will be effective on the date that it
is received by the Company and will be processed within seven days of the
Company's receipt of such request, except as the Company may be permitted to
defer such payment in accordance with the Act and applicable state insurance
law.
    
 
   
  The Owner may request a full surrender (see "Surrender of the Contracts") or a
partial cash withdrawal. A request for a partial withdrawal will result in the
cancellation of a portion of the Owner's Annuity Account Value equal to the
dollar amount of the cash withdrawal payment, plus or minus any applicable MVA
plus any applicable withdrawal charge and premium taxes. The Company, upon
request, will advise the Owner of the amounts that would be payable in the event
of a full surrender or partial withdrawal.
    
 
                                       14
<PAGE>   19
 
  A partial cash withdrawal must be in a minimum amount of at least $1,000. When
electing such a partial withdrawal, the Owner must instruct the Company as to:
1) the amount to be withdrawn; and 2) the Sub-Account(s) from which the
withdrawal shall occur. Partial withdrawals may not reduce the total Annuity
Account Value below $1,000. In the event the Owner does not specify the
Sub-Account(s) from which the withdrawal shall occur, the Company will withdraw
the requested amount pro-rata from each Sub-Account maintained by the Owner. If
such a pro-rata withdrawal reduces the value of any Fixed Sub-Account balance
below $2,500 and/or any Variable Sub-Account balance below $50, the Company will
transfer the value of those Sub-Accounts to that Variable Sub-Account of the
Owner maintaining the highest value, or to the Fixed Account if there is no
Variable Account Sub-Account maintaining a balance greater than $50.
 
  ALL CASH WITHDRAWALS FROM ANY FIXED ACCOUNT SUB-ACCOUNT WILL BE SUBJECT TO THE
MVA, EXCEPT THOSE WHICH BECOME EFFECTIVE UPON THE EXPIRATION DATE OF SUCH
SUB-ACCOUNT'S GUARANTEED PERIOD. If an Owner makes a partial cash withdrawal,
the Company will assess any applicable withdrawal charge, MVA, and premium taxes
pro rata against the amounts remaining in each Sub-Account to which an Owner's
Annuity Account is allocated. If a full Surrender of the Contract is requested
by the Owner, the Company will assess any applicable withdrawal charges, MVA,
Annuity Account Fee, and premium taxes against the amount withdrawn. See
"Contract Charges and Fees". The Annuity Account Fee and any applicable MVA will
be deducted from the Annuity Account before the application of any withdrawal
charge.
 
  The Company reserves the right to defer the payment of amounts withdrawn or
transferred from the Fixed Account for a period not to exceed six (6) months
from the date written request for such withdrawal or transfer is received by the
Company. (See "Deferral of Payment.")
 
  Cash withdrawals from a Variable Account Sub-Account will result in the
cancellation of Variable Accumulation Units attributable to the Owner's Annuity
Account with an aggregate value on the effective date of the withdrawal equal to
the total amount by which the Annuity Account Value is reduced (which amount
will include any applicable withdrawal charge). The cancellation of such units
will be based on the Variable Accumulation Unit values of the Variable Account
Sub-Accounts at the end of the Valuation Period during which the cash withdrawal
request is received.
 
  A cash withdrawal may have federal income tax consequences. See "Federal Tax
Matters".
 
  MINIMUM VALUE REQUIREMENT. If a partial withdrawal is requested which would
cause an Owner's Annuity Account Value to fall to less than $1,000, then the
partial withdrawal will be treated as a request for a full surrender. In
addition, the Company will terminate a Contract and pay the Owner as if the
Contract was surrendered if no Premium Payments are made to the Company under
the Contract for three consecutive years and the Annuity Account Value has
fallen below $1,000 during this period. Prior to exercising this right to
terminate, the Company will provide the Owner with thirty (30) days notice and
the opportunity to make an additional Premium Payment to increase the Annuity
Account Value above the minimum amount. On termination, the Owner will receive
the amount which would have been paid had the Contract been fully surrendered.
The Company also reserves the right to transfer any Fixed Sub-Account balance
which has a value below $2,500 and any Variable Sub-Account balance which has a
value below $50 to that Variable Sub-Account of the Owner maintaining the
highest value or to the Fixed Account if there is no Variable Account
Sub-Account maintaining a balance greater than $50.
 
  SECTION 403(B) ANNUITIES. The Code imposes restrictions on cash withdrawals
from Contracts used with Section 403(b) Annuities. In order for these Contracts
to receive tax deferred treatment, the Contract must provide that cash
withdrawals of amounts attributable to salary reduction contributions (other
than withdrawals of accumulation account value as of December 31, 1988
("Pre-1989 Salary Reduction Account Value")) may be made only when the Owner
attains age 59 1/2, separates from service with the employer, dies or becomes
disabled (within the meaning of Section 72(m)(7) of the Code). These
restrictions apply to any growth or interest on or after January 1, 1989 on
Pre-1989 Salary Reduction Account Value(s), salary reduction contributions made
on or after January 1, 1989, and any growth or interest on such contributions
("Restricted Annuity Account Value(s)").
 
  Withdrawals of Restricted Annuity Account Value(s) are also permitted in cases
of financial hardship, but only to the extent of contributions; earnings on
contributions cannot be withdrawn for hardship reasons. Hardship (and other)
withdrawals may be subject to a 10% tax penalty, in addition to any withdrawal
charge, MVA, Annuity Account Fee, and premium taxes applicable under the
Contract.
 
  Under the terms of a particular Section 403(b) plan, the Owner may be entitled
to transfer all or a portion of the Annuity Account Value to one or more
alternative funding options. An Owner should consult the documents governing his
or her plan and the person who administers the plan for information as to such
investment alternatives.
 
  With respect to these restrictions on withdrawals from the Variable Account,
the Company is relying upon a no-action letter dated November 28, 1988 from the
staff of the Commission to the American Council of Life Insurance, the
requirements for which have been or will be complied with by the Company.
 
                                       15
<PAGE>   20
 
- --------------------------------------------------------------------------------
 
                                 DEATH BENEFITS
 
  DEATH BENEFIT PROVIDED BY THE CONTRACTS. In the event of the death of any
Owner prior to the Annuity Date, the Company will pay a death benefit to the
Beneficiary upon receipt of due proof of death of the Owner. If there is no
designated Beneficiary living on the date of death of the deceased Owner, the
Company will, upon receipt of due proof of death of both the deceased Owner and
the designated Beneficiary, pay the death benefit in one lump sum to the
deceased Owner's estate. If the death of any Annuitant occurs on or after the
Annuity Date, no death benefit will be payable under the Contract except as may
be provided under the Annuity Option elected.
 
  ELECTION AND EFFECTIVE DATE OF ELECTION. During the lifetime of the Owner and
prior to the Annuity Date, the Owner may elect In Writing to have the death
benefit applied under the Annuity Options for the Beneficiary after the death of
the Owner.
 
  If no death benefit payment method is in effect on the date of the Owner's
death, the Beneficiary may elect (a) to receive the death benefit in the form of
a single cash payment; or (b) to have the death benefit applied under the
Annuity Options (on the Annuity Date described under "Payment of Death Benefit")
for the Beneficiary. Such election may be made by filing with the Company an
election in writing. An Owner's election of an Annuity Option specifying the
method by which the death benefit shall be paid will become effective on the
date it is received by the Company. Any Annuity Option elected by the
Beneficiary will become effective on the later of: (a) the date the election is
received by the Company; or (b) the date due proof of the death of the deceased
Owner is received by the Company. If an election by the Beneficiary is not
received by the Company within 60 days following the date due proof of the death
of the Owner is received by the Company, the Beneficiary will be deemed to have
elected on such 60th day to receive the death benefit in the form of a single
cash payment.
 
  The Annuity Option elected by the Owner or the Beneficiary may be restricted
by the Code. See "Federal Tax Matters" for further discussion.
 
  PAYMENT OF DEATH BENEFIT. If the death benefit is to be paid in cash to the
Beneficiary, subject to the Company's receipt of due proof of death, payment
will be made within seven days of the date the election becomes effective or is
deemed to become effective, except as the Company may be permitted to defer any
such payment of amounts derived from the Variable Account in accordance with the
Act. If the death benefit is to be paid in one lump sum to the estate of the
Owner, payment will be made within seven (7) days of the date due proof of the
death of the Owner and/or the designated Beneficiary, as applicable, is received
by the Company except as the Company may be permitted to defer any such payment
of amounts derived from the Variable Account in accordance with the Act. If
payment is to be made under any of the Annuity Options, the Annuity Date will be
thirty (30) days following the effective date or the deemed effective date of
the election, and the Owner's Annuity Account will be maintained in effect until
the Annuity Date.
 
  AMOUNT OF DEATH BENEFIT. No MVA or withdrawal charges are assessed against
amounts which are applied toward payment of a death benefit. The amount of the
death benefit is determined as of the effective date or deemed effective date of
the death benefit election (not as of the date of death), and, unless there is a
transfer of ownership, is equal to the greater of (1) the Annuity Account Value
for the Valuation Period during which the Death Benefit election is effective or
deemed to become effective; (2) the sum of all Premium Payments under the
Contract, minus the sum of all partial withdrawals from the Contract; (3) the
Owner's Annuity Account Value on the Seven Year Anniversary immediately
preceding the date the Death Benefit election is effective or is deemed to
become effective, adjusted for any subsequent Premium Payments and partial
withdrawals and charges; and (4) the amount that would have been payable in the
event of a full surrender of the Contract including surrender charges and any
applicable MVA on the date the Death Benefit election is effective or is deemed
to become effective.
- --------------------------------------------------------------------------------
 
SURRENDER OF THE CONTRACTS
 
  At any time before the Annuity Date, the Owner may elect to surrender the
Contract and receive a cash payment from the Company. On the Surrender Date the
Owner's Annuity Account will be canceled and the Annuity Account Value, minus
any applicable withdrawal charges, Annuity Account Fee, and premium taxes, and
plus or minus any applicable MVA, will be paid to the Owner within seven days of
the Surrender Date in the form of a cash payment except as the Company may be
permitted to defer any such payment of amount derived from the Variable Account
in accordance with the Act. The Company reserves the right, however, to defer
the payment of amounts withdrawn from the Fixed Account for a period not to
exceed six (6) months from the date written request for such withdrawal is
received by the Company.
 
  Because withdrawals from an Owner's Annuity Account may be subject to a
withdrawal charge, a MVA, and applicable taxes and fees, and because the Owner
assumes the investment risk with respect to amounts allocated to the Variable
Account, the total amount paid upon total surrender of the Contract (taking any
prior cash withdrawals into account) may be more or less than the total Premium
Payments made. Following a surrender of the Contract, or if the Contract
terminates for any other reason, all rights of the Owner, Annuitant, and
Beneficiary will terminate.
 
  A surrender may have federal income tax consequences. See "Federal Tax
Matters".
 
                                       16
<PAGE>   21
 
ANNUITY PROVISIONS
 
  ANNUITY DATE. Annuity payments will begin on the first day of the month
following the Annuity Date selected by the Purchaser, as specified in the
Contract Application or Order to Purchase. In most states, the date selected by
the Owner may not be sooner than 30 days following the Date of Issue. This date
may be changed by the Owner from time to time by notifying the Company in
writing, provided that notice of each change is received by the Company at least
45 days prior to the then current Annuity Date and the new Annuity Date is a
date which is: (1) at least 30 days after the effective date of the change; (2)
the first day of a month; and (3) not later than the first day of the first
month following the Annuitant's 90th birthday, unless otherwise restricted, in
the case of a Qualified Contract, by the particular retirement plan or by
applicable law. The Annuity Date may also be changed by an election of an
Annuity Option as described in the Death Benefit section of this Prospectus.
 
  On the Annuity Date the Owner's Annuity Account will be canceled and the
Annuity Account Value, minus any applicable Annuity Account Fee and premium
taxes, will be applied to provide an annuity under one or more of the options
described below. No MVA or withdrawal charges will be imposed upon amounts
applied to purchase an annuity. NO PAYMENTS MAY BE REQUESTED UNDER THE
CONTRACT'S CASH WITHDRAWAL PROVISIONS ON OR AFTER THE ANNUITY DATE.
 
  Since the Contracts offered by this Prospectus may be issued in connection
with retirement plans which meet the requirements of Section 401, 403, 408, or
457 of the Code, as well as certain non-qualified plans, reference should be
made to the terms of the particular plan for any limitations or restrictions on
the Annuity Date.
 
  ELECTION - CHANGE OF ANNUITY OPTION. During the lifetime of the Owner and
prior to the Annuity Date, the Owner may elect one or more of the Annuity
Options described below, or such other Annuity Option as may be agreed to by the
Company. The Owner may also change any election, but notice in writing of any
election or change of election must be received by the Company at least 45 days
prior to the Annuity Date.
 
  If no election is in effect on the 30th day prior to the Annuity Date and the
Contract is used by the Owner in connection with a retirement plan which meets
the requirements of either Section 401 (including Section 401(k)), Section 403,
Section 408(c), Section 408(k), or Section 457 of the Code, the Joint and
Survivor Annuity described below or Life Annuity, whichever is applicable, will
be deemed to have been elected if required by such retirement plan. If the
Contract is not used by the Owner in connection with one of these plans, the
Owner will be deemed to have elected Life Annuity with 120 Monthly Payments
Certain.
 
  At any time the Owner may (in writing) request annuitization of the then
current Annuity Account Value in accordance with any one of the Annuity Options
described below. In such event, no withdrawal charge or MVA will be imposed at
the time payments under the Annuity Option begin. Such annuitization will
automatically result in a change in the Annuity Date to the date payments
commence under the Annuity Option elected.
 
  Reference should be made to the terms of a particular retirement plan and any
applicable legislation for any limitations or restrictions on the options which
may be elected. NO CHANGE OF ANNUITY OPTION IS PERMITTED AFTER THE ANNUITY DATE.
 
  ANNUITY OPTIONS. The Contract provides for seven different Annuity Options
which are described below. Four are fixed annuity options, and three are
variable annuity options. An Owner may elect a Fixed Annuity, a Variable
Annuity, or a combination of both. If electing a combination, the Owner must
specify what part of the Annuity Account is to be applied to each Fixed and
Variable Annuity Option. (If no such election is received by the 30th day prior
to the Annuity Date, the portion of the Annuity Account to be applied for a
Fixed Annuity and/or a Variable Annuity will be determined on a pro rata basis
from the composition of the Annuity Account on the Annuity Date. Thus, any
amounts in the Variable Account will be applied to a Variable Annuity, and
amounts in the Fixed Account will be applied to a Fixed Annuity.) Variable
Annuity payments will be based on the Sub-Account(s) selected by the Owner, or
on the allocation of the Annuity Account Value among the Sub-Accounts.
 
  A FIXED ANNUITY provides for Annuity Option payments which will remain
constant pursuant to the terms of the Annuity Option elected. The effect of
choosing a Fixed Annuity is that the amount of each payment will be set on the
Annuity Date and will not change. If a Fixed Annuity is selected, the Variable
Account used to provide the Fixed Annuity will be transferred to the general
account of the Company, and the annuity payments will be fixed in amount by the
fixed annuity provisions selected and, for some options, the settlement age of
the Annuitant (determined in accordance with the Contract). The Fixed Annuity
payment amounts are determined by applying the Annuity Payment Rates found in
the Contract to the portion of the Annuity Account Value allocated to the Fixed
Annuity Option selected by the Owner, or, if more favorable to the Payee(s), by
applying the Annuity Payment Rates published by the Company and in use on the
Annuity Date. The rates found in the Contracts show, for each $1,000 applied,
the dollar amount of the monthly fixed annuity payment. This rate may be changed
by the Company with respect to Contracts established after the effective date of
such change (see "Modification").
 
  A VARIABLE ANNUITY provides for payments that fluctuate or vary in dollar
amount, based on the investment performance of a Variable Account Sub-Account.
The Variable Annuity purchase rate tables in the Contract reflect an assumed
interest rate of 3%, so if the actual net investment performance of the
Sub-Account is less than this rate, then the dollar amount of the actual annuity
payments will decrease. If the actual net investment performance of the
Sub-Account is higher than this rate, then the dollar amount of
 
                                       17
<PAGE>   22
 
the actual annuity payments will increase. If the net investment performance
exactly equals the 3% rate, then the dollar amount of the actual annuity
payments will remain constant.
 
  The amount of the first Variable Annuity payment is determined by the variable
annuity provisions selected and, for some options, the settlement age of the
Annuitant (determined in accordance with the Contract). All Variable Annuity
payments other than the first are determined by means of Annuity Units credited
to the contract with respect to the particular payee. The number of Annuity
Units to be credited in respect of a particular Sub-Account is determined by
dividing that portion of the first Variable Annuity payment attributable to that
Sub-Account by the Annuity Unit Value of that Sub-Account for the Valuation
Period which ends immediately preceding the Annuity Date. The number of Annuity
Units of each Sub-Account credited with respect to the particular payee then
remains fixed unless an exchange of Annuity Units is made pursuant to the
"Transfer Privilege - Annuity Period" section. The dollar amount of each
Variable Annuity payment after the first may increase, decrease or remain
constant, and is equal to the sum of the amounts determined by multiplying the
number of Annuity Units of a particular Sub-Account for the Valuation Period
which ends immediately preceding the due date of each subsequent payment by the
Annuity Unit Value for that Sub-Account for the first Valuation Period occurring
on or immediately prior to the first day of each month. The annual Annuity
Account Fee is deducted, pro rata, from each Variable Annuity payment.
 
  The Owner may choose to receive annuity payments under any one of the Annuity
Options described below. The Company may consent to other plans of payment
before the Annuity Date.
 
  If the Contract is used by the Owner in connection with a retirement plan
which meets the requirements of either Section 401 (including Section 401(k)),
Section 403, Section 408(c), Section 408(k), or Section 457 of the Code, a Joint
and Survivor Annuity will be offered under the Contract. A Joint and Survivor
Annuity provides for monthly payments payable during the joint lifetime of the
Payee and a designated second person and during the lifetime of the survivor.
During the lifetime of the survivor the monthly payment payable will be
determined the same manner as during the joint lifetime of the Payee and the
designated second person.
 
FIXED ANNUITY OPTIONS
 
  LIFE ANNUITY OPTION. An annuity payable monthly to the Payee during the
lifetime of the Annuitant, ceasing with the last payment due prior to the death
of the Annuitant. Under this option, only one payment will be made if the
Annuitant dies before the second payment is made, only two payments will be made
if the Annuitant dies before the third payment is made, etc.
 
  LIFE ANNUITY WITH CERTAIN PERIOD OPTION. An Annuity providing monthly income
to the Payee for a fixed period of 60, 120, 180, or 240 months (as selected),
and for as long thereafter as the Annuitant lives.
 
  CASH REFUND LIFE ANNUITY OPTION. An annuity payable monthly to the Payee
during the lifetime of the Annuitant ceasing with the last payment due prior to
the death of the Annuitant provided that, at the death of the Annuitant, the
Payee will receive an additional payment equal to the excess, if any, of (a)
over (b) where: (a) is the initial value of the proceeds applied under this
option; and (b) is the dollar amount of payments already paid.
 
  ANNUITY CERTAIN OPTION. An amount payable monthly for the number of years
selected which may be from 5 to 30 years.
 
VARIABLE ANNUITY OPTIONS
 
  VARIABLE LIFE ANNUITY OPTION. A Variable Annuity payable monthly to the Payee
during the lifetime of the Annuitant, ceasing with the last payment due prior to
the death of the Annuitant. Under this option, only one payment will be made if
the Annuitant dies before the second payment is made, only two payments will be
made if the Annuitant dies before the third payment is made, etc.
 
  VARIABLE LIFE ANNUITY WITH CERTAIN PERIOD OPTION. A Variable Annuity providing
monthly income to the Payee for a fixed period of 60, 120, 180, or 240 months
(as selected), and for as long thereafter as the Annuitant shall live.
 
  VARIABLE ANNUITY CERTAIN OPTION. A variable amount payable monthly for the
number of years selected which may be from 5 to 30 years. At any time during the
period payments are made, the Annuitant may elect that a portion or all of the
future payments to which the Payee is entitled be commuted and paid in one sum.
A withdrawal may be taken at any time after annuitization which does not exceed
the total value of the variable annuity certain on the withdrawal date. The
value of the variable annuity certain is determined by first converting an
Owner's number of annuity units into dollars based on the value of the annuity
units. Thereafter the dollar value is divided by an annuity certain payment
factor to obtain the total value of the variable annuity certain. The annuity
certain payment factor is determined by calculating the number of monthly
payments remaining from the date of withdrawal to the end of the variable
annuity certain period and discounting such payments to a present value using an
assumed interest rate of 3%. The Annuitant may elect that the Payee receive all
or a portion of this present value.
 
  ADDITIONAL ANNUITY OPTIONS. Any proceeds payable under the Contract may also
be settled under any other method of settlement including joint and senior
settlement options under joint life annuities) offered by the Company at the
time of the request.
 
  DETERMINATION OF ANNUITY PAYMENTS. On the Annuity Date, the adjusted value of
(i) the Fixed Account and (ii) the Variable Account will be applied to provide
for payments under the selected Annuity Option. The adjusted value will be equal
to the
 
                                       18
<PAGE>   23
 
Annuity Account Value at the end of the Valuation Period which ends immediately
preceding the Annuity Date, reduced by a proportionate amount of the Annuity
Account Fee to reflect the time elapsed between the last day of the prior
contract year and the day before the Annuity Date, and minus premium or similar
taxes.
 
  If the amount to be applied under any annuity option is less than $5,000, or
if the monthly annuity payment payable in accordance with such option is less
than $50, the Company will pay the amount to be applied in a single payment to
the Payee designated by the Owner.
- --------------------------------------------------------------------------------
 
                           CONTRACT CHARGES AND FEES
 
  As more fully described below, charges under the Contracts offered by this
Prospectus are assessed in four ways: (1) as withdrawal charges (contingent
deferred sales charges); (2) as deductions for Contract administration expenses
and, if applicable, for premium taxes; (3) as charges against the assets of the
Variable Account for the assumption of mortality and expense risks and for
administrative expenses; and (4) as MVAs on certain withdrawals from the Fixed
Account. In addition, certain deductions are made from the assets of the Fund
for investment management fees and expenses. These fees and expenses are
described in the Fund's Prospectus and Statement of Additional Information.
 
  WITHDRAWAL CHARGES. No deduction for sales charges is made from a Premium
Payment. However, if a cash withdrawal of a Premium Payment is made, a
withdrawal charge (contingent deferred sales charge) may be assessed by the
Company. The length of time between the Company's acceptance of the Premium
Payment deemed withdrawn and the receipt of a withdrawal request determines the
withdrawal charge. This charge will be used to cover certain expenses relating
to the sale of the Contracts including commissions paid to sales personnel, the
costs of preparation of sales literature, other promotional costs and
acquisition expenses.
 
  Each Premium Payment has its own time period for purposes of assessing a
withdrawal charge. For purposes of computing the withdrawal charge, amounts are
deemed to be withdrawn in the order in which they were received by the Company.
For example, the Company will deem amounts first withdrawn to be from the oldest
Premium Payment accepted by the Company. After these amounts are exhausted, the
Company will deem amounts withdrawn to be from the second oldest Premium Payment
accepted by the Company, and so on until all of an Owner's Premium Payments have
been withdrawn. After all Premium Payments have been deemed withdrawn, the
Company will deem further withdrawals to be from net investment results
attributable to such Premium Payments, if any.
 
  Subject to the Free Partial Withdrawal described below, Premium Payment
amounts withdrawn from an Owner's Annuity Account will be assessed the following
withdrawal charge (after being adjusted by any applicable MVA):
 
<TABLE>
<CAPTION>
WITHDRAWAL
  CHARGE
PERCENTAGE                                                   YEAR APPLICABLE
- ----------                                                   ---------------
<S>        <C>                                <C>
   7%.......................................  During 1st Year since Premium Payment accepted
   6%.......................................  During 2nd Year since Premium Payment accepted
   5%.......................................  During 3rd Year since Premium Payment accepted
   4%.......................................  During 4th Year since Premium Payment accepted
   3%.......................................  During 5th Year since Premium Payment accepted
   2%.......................................  During 6th Year since Premium Payment accepted
   1%.......................................  During 7th Year since Premium Payment accepted
   0%.......................................  Thereafter
</TABLE>
 
  On withdrawal, any applicable Annuity Account Fee will be deducted from and
any Market Value Adjustment will be made to, the Owner's Annuity Account before
the application of any withdrawal charge. The withdrawal charge is then assessed
against the amounts remaining in the Owner's Annuity Account. If the Owner's
Annuity Account is allocated among more than one Sub-Account within the
Contract, the withdrawal charge will be assessed pro rata against the amounts
remaining within the Sub-Accounts from which the withdrawal occurred. If the
Sub-Accounts from which the withdrawal occurred do not contain sufficient
amounts to satisfy the withdrawal charge, the deficiency will be assessed pro
rata against all amounts remaining within the Sub-Accounts. If a cash withdrawal
causes the entire value of the Annuity Account to be withdrawn (i.e., a complete
surrender), then the withdrawal charge will be deducted from the amount paid.
The withdrawal charge is not imposed on a Premium Payment withdrawn after the
end of the seventh year from the Company's acceptance of such Premium Payment,
nor is the withdrawal charge imposed upon payment of the Death Benefit or upon
amounts applied to an Annuity Option.
 
  The Company may, upon notice to the Owner, modify the withdrawal charges
provided that such modification shall apply only to an Owner's Annuity Account
established after the effective date of such modification (see "Modification").
For examples of withdrawals, surrenders, withdrawal charges and the MVA, see the
Statement of Additional Information.
 
  FREE PARTIAL WITHDRAWAL. Upon request in writing, an Owner may withdraw during
each Contract Year prior to the Annuity Date a portion of Premium Payments made
to the Owner's Annuity Account without the imposition of a withdrawal charge.
This privilege continues until all Premium Payments made to the Owner's Annuity
Account are considered withdrawn. Up to 15% of the
 
                                       19
<PAGE>   24
 
total amount of an Owner's Premium Payments may be withdrawn, in one or more
increments, without a withdrawal charge each Contract Year. The amount must be
at least $1,000.
 
  An Owner must specify the Sub-Account(s) from which the amount will be
withdrawn. If a Owner does not specify the Sub-Account(s) from which the
withdrawal will occur, the Company will withdraw the amount pro rata from all
the Owner's Sub-Accounts.
 
  Withdrawals under this provision may be paid as a lump sum or, upon consent of
the Company, paid over equal installments no more frequently than monthly.
 
  A Free Partial Withdrawal may have federal income tax consequences. See
"Federal Tax Matters".
 
  ANNUITY ACCOUNT FEE. On the last Valuation Date of each contract year, the
Company deducts an annual policy administration fee ("Annuity Account Fee") on a
pro rata basis from all of an Owner's Sub-Accounts equal to $35 to partially
reimburse it for administrative expenses relating to the issue and maintenance
of the Contract and the Owner's Annuity Account. If the Purchaser's Annuity
Account was established during that calendar year, then the Company will pro
rate the Owner's initial Annuity Account Fee to reflect the shorter initial
period. Thereafter the full $35 Annuity Account Fee will be assessed annually.
If the Contract is surrendered, a $35 Annuity Account Fee will be deducted. On
the Annuity Date, the Annuity Account Value will be reduced by a proportionate
amount of the Annuity Account Fee to reflect the time elapsed between the
previous December 31 and the day before the Annuity Date. After the Annuity
Date, an annual $35 Annuity Account Fee will be deducted in approximately equal
amounts from each Variable Annuity payment made during the year. No Annuity
Account Fee will be deducted from Fixed Annuity payments. If applicable state
law requires, the $35 Annuity Account Fee will be reduced to a lesser amount.
The annual Annuity Account Fee will be waived each year that the Purchaser's
Annuity Account Value equals or exceeds $100,000 or the last Valuation Date of
that year.
 
  ADMINISTRATIVE FEE. The Company also deducts a daily Administrative Fee from
the assets of each Sub-Account of the Variable Account to partially reimburse it
for administrative expenses relating to the issue and maintenance of the
Contract and the Owner's Annuity Account. This charge is currently at an
effective annual rate of 0.10% (equal to a daily rate of 0.000275834% of the
assets in each Sub-Account). There is no necessary relationship between the
administrative charges imposed and the amount of expenses that may be
attributable to any single Owner's Annuity Account. The Company does not
anticipate realizing any profit from this fee.
 
  PREMIUM TAXES. Premium tax equivalents (including any related retaliatory
taxes), if any, and any other taxes due under the Contract will be deducted if
applicable. It is currently the Company's practice to deduct such taxes, if any,
at the time the Annuity Account Value, or any portion thereof, is withdrawn or
annuitized (although the deduction could, in the future, be taken from Premium
Payments). Currently these taxes range from 0% to 3.5% of the amount of premium
paid depending upon the Owner's state of residence.
 
  No charges are currently made for federal, state or local taxes other than
state premium taxes. However, the Company reserves the right to deduct charges
in the future for such taxes or other economic burden resulting from the
application of any tax laws that the Company determines to be attributable to
the Contracts.
 
  CHARGE FOR MORTALITY AND EXPENSE RISKS. The mortality risk assumed by the
Company arises from the contractual obligation to continue to make annuity
payments to one or more Payees regardless of how long the Annuitant lives and
regardless of how long all annuitants as a group live. This assures each
annuitant that neither the longevity of fellow annuitants nor an improvement in
the life expectancy generally will have an adverse effect on the amount of any
annuity payment received under the Contract. The Company assumes this mortality
risk by virtue of annuity rates incorporated into the Contract which cannot be
changed. The Company also assumes a mortality risk in connection with the Death
Benefits. The expense risk assumed by the Company is the risk that the
administrative charges assessed under the Contract may be insufficient to cover
the actual total administrative expenses incurred by the Company.
 
  For assuming these risks, the Company makes a deduction from the Variable
Account at the end of each Valuation Period at an effective annual rate of 1.25%
(calculated at a daily rate of 0.003447920% of the assets in the Variable
Account). (The approximate portion of this charge estimated to be attributable
to mortality risks is 0.75%; the approximate portion of this charge estimated to
be attributable to expense risks is 0.50%.) If the deduction is insufficient to
cover the actual cost of the mortality and expense risk undertaking, the Company
will bear the loss. Conversely, if the deduction proves more than sufficient,
the excess will be profit to the Company. The Company expects to realize a
profit from this charge. No deduction for these risks is made from the Fixed
Account.
 
  The Company assumes the risk that withdrawal charges assessed under the
Contracts may be insufficient to compensate the Company for the costs of
distributing the Contracts. In the event the withdrawal charges prove to be
insufficient to cover actual distribution expenses, the deficiency will be met
from the Company's general corporate funds, which may include amounts derived
from the mortality and expense risk charge.
 
  The Contracts provide that the Company may modify the mortality and expense
risk charges; however, such modification shall apply only with respect to an
Owner's Annuity Account established after the effective date of such
modification.
 
                                       20
<PAGE>   25
 
  MVA. Any cash withdrawal or transfer of a Fixed Account Guaranteed Period
Amount, other than a withdrawal or transfer pursuant to an election which
becomes effective upon the Expiration Date of the Guaranteed Period, will be
subject to a MVA. The MVA will be applied to the amount being withdrawn or
transferred after deduction of any applicable Annuity Account Fee and before
deduction of any applicable withdrawal charge.
 
  The MVA generally reflects the relationship between the Index Rate (based upon
the Treasury Constant Maturity Series published by the Federal Reserve) in
effect at the time a Premium Payment is allocated to a Sub-Account's Guaranteed
Period under the Contract and the Index Rate in effect at the time of the
Premium Payment's withdrawal or transfer. It also reflects the time remaining in
the Sub-Account's Guaranteed Period. Generally, if the Index Rate at the time of
withdrawal or transfer is more than .50% lower than the Index Rate at the time
the Premium Payment was allocated, then the application of the MVA will result
in higher payment upon withdrawal or transfer. Similarly, if the Index Rate at
the time of withdrawal or transfer is higher than the Index Rate at the time the
Premium Payment was allocated (or less than 0.50% lower), the application of the
MVA will generally result in a lower payment upon withdrawal or transfer.
 
  The MVA is computed by applying the following formula:
 
                                   (1 + A)(N)
                                   ----------
                                   (1 + B)(N)
 
Where:
 
  A = an Index Rate (based on the Treasury Constant Maturity Series published by
the Federal Reserve) for a security with time to maturity equal to the
Sub-Account's Guaranteed Period, determined at the beginning of the Guaranteed
Period.
 
  B = an Index Rate (based on the Treasury Constant Maturity Series published by
the Federal Reserve) for a security with time to maturity equal to the
Sub-Account's Guaranteed Period, determined at the time of withdrawal or
transfer, plus a 0.50% adjustment (unless otherwise limited by applicable state
law). This adjustment builds into the formula a factor representing direct and
indirect costs to the Company associated with liquidating general account assets
in order to satisfy surrender requests. This adjustment of .50% has been added
to the denominator of the formula because it is anticipated that a substantial
portion of applicable general account portfolio assets will be in relatively
illiquid securities. Thus, in addition to direct transaction costs, if such
securities must be sold (e.g., because of surrenders), the market price may be
lower. Accordingly, even if interest rates decline, there will not be a positive
adjustment until this factor is overcome, and then any adjustment will be lower
than otherwise, to compensate for this factor. Similarly, if interest rates
rise, any negative adjustment will be greater than otherwise, to compensate for
this factor. If interest rates stay the same, this factor will result in a small
but negative MVA. If Index Rates "A" and "B" are within .25% of each other when
the Index Rate Factor is determined, no such percentage adjustment to "B" will
be made.
 
  N = The number of years remaining in the Guaranteed Period (e.g. 1 year and 73
days = 1 + (73 divided by 365) = 1.2 years).
 
  Straight line interpolation is used for periods to maturity not quoted.
 
  See the Statement of Additional Information for examples of the application of
the MVA.
- --------------------------------------------------------------------------------
 
OTHER CONTRACT PROVISIONS
 
  DEFERRAL OF PAYMENT. The Company may defer the calculation and payment of
partial withdrawal and full surrender values, transfers or Death Benefits from
any Variable Account Sub-Account during any period:
 
    (1)(a) during which the New York Stock Exchange is closed other than
  customary week-end and holiday closings or (b) during which trading on the New
  York Stock Exchange is restricted as determined by the Commission, (2) for any
  period during which an emergency exists as a result of which (a) disposal of
  securities held by the Fund is not reasonably practicable or (b) it is not
  reasonably practicable to determine the value of the net assets of the Fund or
  (3) for such other periods as the Commission may by order permit for the
  protection of security holders.
 
  The Company reserves the right to defer the payment or transfer of amounts
withdrawn from any Fixed Account Sub-Account for a period not to exceed six
months from the date written request for such withdrawal or transfer is received
by the Company. If payment or transfer is deferred beyond thirty (30) days, the
Company will pay interest of not less than 3% per year on amounts so deferred.
 
  In addition, payment of the amount of any withdrawal derived, all or in part,
from any Premium Payment paid to the Company by check or draft may be postponed
until the Company determines the check or draft has been honored.
 
  DESIGNATION AND CHANGE OF BENEFICIARY. The Beneficiary designation contained
in the Contract Specifications will remain in effect until changed. The right to
change any Beneficiary is reserved to the Owner. Subject to the rights of an
irrevocably designated Beneficiary, the Owner may change or revoke the
designation of a Beneficiary at any time while the Owner is living by filing
with the Company a beneficiary designation or revocation in writing. The change
or revocation will not be binding upon the Company until it is recorded by the
Company. When it is so recorded the change or revocation will be effective as of
the date on
 
                                       21
<PAGE>   26
 
which the beneficiary designation or revocation was signed, but the change or
revocation will be without prejudice to the Company with regard to any payment
made or any action taken by the Company prior to recording the change or
revocation.
 
  Reference should be made to the terms of a particular retirement plan and any
applicable legislation for any restrictions on the beneficiary designation.
 
  EXERCISE OF CONTRACT RIGHTS. A Contract shall belong to the Owner. All
Contract rights and privileges may be expressly reserved by the Owner. Such
rights and privileges can be exercised without the consent of the Beneficiary
(other than an irrevocably designated Beneficiary) or any other person. Such
rights and privileges may be exercised only during the lifetime of the Owner and
prior to the Annuity Date, except as otherwise provided in the Contract.
 
  Unless provided otherwise the Annuitant becomes the Payee on and after the
Annuity Date. If the Annuitant predeceases the Owner prior to the Annuity Date,
the Owner becomes the Annuitant until the Owner designates a new Annuitant to
the Company in writing. The Beneficiary becomes the Payee on the death of the
Annuitant after the Annuity Date. Such Payee(s) may thereafter exercise such
rights and privileges, if any, of ownership which continue.
 
  TRANSFER OF OWNERSHIP. The owner of a Non-Qualified Contract may transfer the
ownership of the Contract prior to the Annuity Date. A transfer of ownership
will not be binding upon the Company until written notification is received and
recorded by the Company. When such notification is so recorded, the change will
be effective as of the effective date specified by the Owner, but the change
will be without prejudice to the Company regarding any payment made or any
action taken by the Company prior to recording the change.
 
  Ownership of a Qualified Contract may not be transferred except to: (1) the
Annuitant; (2) a trustee or successor trustee of a pension or profit sharing
trust which is qualified under Section 401 of the Code; (3) the employer of the
Annuitant provided that the Qualified Contract after transfer is maintained
under the terms of a retirement plan qualified under Section 403(a) of the Code
for the benefit of the Annuitant; (4) the trustee of an individual retirement
account plan qualified under Section 408 of the Code for the benefit of the
Owner; or (5) as otherwise permitted from time to time by laws and regulations
governing the retirement or deferred compensation plans for which a Qualified
Contract may be issued. Subject to the foregoing, a Qualified Contract may not
be sold, assigned, transferred, discounted or pledged as collateral for a loan
or as security for the performance of an obligation or for any other purpose to
any person other than the Company.
 
  A transfer of ownership may have federal income tax consequences. See "Federal
Tax Matters".
 
  DEATH OF OWNER. If the Owner of a Non-Qualified Contract dies before the
Annuity Date, the death benefit payable under the Contract, if any, must be
distributed to the Beneficiary, if then alive, either (1) within five years
after the date of death of the Owner, or (2) over some period not greater than
the life or expected life of the Beneficiary, with annuity payments beginning
within one year after the date of death of the Owner. The person named as the
Owner's Beneficiary in the Contract Application shall be considered the
designated beneficiary for the purposes of Section 72(s) of the Code and if no
person then living has been so named, then the Annuitant shall automatically be
the designated beneficiary for this purpose. In all cases, any such designated
beneficiary shall not be entitled to exercise any rights prohibited by
applicable federal income tax law.
 
  These mandatory distribution requirements will not apply when the designated
beneficiary is the spouse of the deceased Owner, if the spouse elects to
continue the Contract in the spouse's own name, as Owner.
 
  If the Payee dies after the Annuity Date and before the entire accumulation
under such Owner's Annuity Account has been distributed, the remaining portion
of such Owner's Annuity Account, if any, must be distributed at least as rapidly
as the method of distribution then in effect. Similar rules may apply with
respect to Qualified Contracts.
 
  VOTING OF FUND SHARES. The Company will vote Fund shares held by the
Sub-Accounts at meetings of shareholders of the Fund, and to the extent required
by law, will follow voting instructions received from persons having the right
to give voting instructions. The Owner is the person having the right to give
voting instructions prior to the Annuity Date. If an Owner elects a Variable
Annuity Option, then after the Annuity Date, the Payee has the right to give
voting instructions. The number of votes decreases as annuity payments are made
and as the reserves for the Contract decrease. The person's number of votes will
be determined by dividing the reserve for the Contract allocated to the
applicable Sub-Account by the net asset value per share of the corresponding
Portfolio of the Fund. There are no voting rights associated with the Fixed
Account or a Fixed Annuity before or after the Annuity Date.
 
  Any shares attributable to the Company and Fund shares for which no timely
voting instructions are received will be voted by the Company in the same
proportion as the shares for which instructions are received from Owners. Voting
instructions must be received by the Company at least one day prior to the
shareholders meeting in order to be considered timely.
 
  Owners participating under Qualified Contracts may be subject to other voting
provisions of the particular plan. Individuals who contribute to plans which are
funded by the Contracts may be entitled to instruct the Owners as to how to
instruct the Company to vote the Fund shares attributable to their
contributions. Such plans may also provide the additional extent, if any, to
which the Owners shall follow voting instructions of persons with rights under
the plans. If no voting instructions are received from any such per-
 
                                       22
<PAGE>   27
 
son with respect to a particular employee's Annuity Account, the Owner may
instruct the Company as to how to vote the number of Fund shares for which
instructions may be given.
 
  Neither the Variable Account nor the Company is under any duty to provide
information concerning the voting instruction rights of persons who may have
such rights under plans, other than rights afforded by the Act, nor any duty to
inquire as to the instructions received or the authority of Owners or others to
instruct the voting of Fund shares. Except as the Variable Account or the
Company has actual knowledge to the contrary, the instructions given by Owners
will be valid as they affect the Variable Account, the Company and any others
having voting instruction rights with respect to the Variable Account.
 
  All Fund proxy material, together with an appropriate form to be used to give
voting instructions, will be provided to each person known by the Company to
have the right to give voting instructions at least ten days prior to each
meeting of the shareholders of the Fund. The number of Fund shares as to which
each such person is entitled to give instructions will be determined as of a
date not more than 90 days prior to each such meeting. Prior to the Annuity
Date, the number of Fund shares as to which voting instructions may be given to
the Company is determined by dividing the value of all of the Variable
Accumulation Units of the particular Sub-Account credited to the Owner's Annuity
Account by the net asset value of one Fund share as of the same date. The Fund
is not required to, and does not intend to, hold annual or other regular
meetings of shareholders.
 
  If the Act or any regulation thereunder should be amended, or if the present
interpretation thereof should change, and as a result the Company determines
that it is permitted to vote the Fund's shares in its own right, it may elect to
do so. Fund shares held by the Company or its affiliates in which Owners or
other persons entitled to vote have no beneficial interest may be voted by the
shareholder thereof (the Company or its affiliates) in its sole discretion.
 
  ADDITION, DELETION, OR SUBSTITUTION OF SECURITIES. The Company does not
control the Fund and cannot guarantee that it or any Portfolio thereunder will
be available for investment in the future or that it or any Portfolio thereunder
will accept Premium Payments or transfers. In the event the Fund or any
Portfolio thereunder is not available, the Company reserves the right to make
changes in the Variable Account and its investments, and may take reasonable
action to secure a comparable or otherwise appropriate funding vehicle, although
it is not required to do so and may not actually do so. In the unlikely event
that the Fund is not available in the future and a substitute funding vehicle is
not obtained, then all Annuity Account values could be maintained in the Fixed
Account. If the Fund or other funding vehicle restricts or refuses to accept
transfers or other transactions, then transfer privileges under the Contract may
be changed, modified or revoked.
 
  The Company reserves the right, subject to compliance with applicable law, to
make additions to, deletions from, or substitutions for the shares of the Fund
that are held by the Variable Account (or any Sub-Account thereof) or that the
Variable Account (or any Sub-Account thereof) may purchase. The Company may
eliminate the shares of any of the Portfolios of the Fund and substitute shares
of another Portfolio of the Fund or any other investment vehicle or of another
open-end, registered investment company if laws or regulations are changed, if
the shares of the Fund or of a Portfolio are no longer available for investment,
or if the Company determines that further investment in any Portfolio should
become inappropriate in view of the purposes of the Variable Account. If any of
these events occurs, substitution of any shares attributable to a Owner's
interest in a Sub-Account of the Variable Account shall occur only after notice
and prior approval by the Commission to the extent required. Nothing contained
herein shall prevent the Variable Account from purchasing other securities for
other series or classes of policies, or from permitting a conversion between
series or classes of policies on the basis of requests made by Owners. The
Company shall make any appropriate endorsement to the Contracts to reflect any
substitution pursuant to this provision.
 
  New Sub-Accounts may be established when, in the sole discretion of the
Company, marketing, tax, investment or other conditions warrant. Any new
Sub-Accounts may be made available to existing Owners on a basis to be
determined by the Company. Each additional Sub-Account will purchase shares in a
portfolio of the Fund or in another mutual fund or investment vehicle. The
Company may also eliminate one or more Sub-Accounts if, in its sole discretion,
marketing, tax, investment or other conditions warrant such change. In the event
any Sub-Account is eliminated, the Company will notify Owners and request a
reallocation of the amounts invested in the eliminated Sub-Account.
 
  CHANGE IN OPERATION OF VARIABLE ACCOUNT. At the Company's election and if
deemed in the best interests of persons having voting rights under the
Contracts, the Variable Account may be operated as a management company under
the Act or any other form permitted by law; de-registered under the Act in the
event registration is no longer required (deregistration of the Variable Account
requires an order by the Commission); or combined with one or more other
separate accounts. To the extent permitted by applicable law, the Company also
may transfer the assets of the Variable Account associated with the Contracts to
another account or accounts. In the event of any change in the operation of the
Variable Account pursuant to this provision, the Company may make appropriate
endorsement to the Contracts to reflect the change and take such other action as
may be necessary and appropriate to effect the change.
 
  MODIFICATION. Upon notice to the Owner(s) (or the Payee(s) after the Annuity
Date), the Contracts may be modified by the Company if such modification: (i) is
necessary to make the Contracts or the Variable Account comply with, or take
advantage of, any law or regulation issued by a governmental agency to which the
Company or the Variable Account is subject; or (ii) is necessary to attempt to
assure continued qualification of the Contracts under the Code or other federal
or state laws relating to retirement annuities or annuity contracts; or (iii) is
necessary to reflect a change in the operation of the Variable Account or its
Sub-
 
                                       23
<PAGE>   28
 
Account(s) (see "Change in Operation of Variable Account"); or (iv) provides
additional Variable Account and/or fixed accumulation options. In the event of
any such modification, the Company may make appropriate endorsement in the
Contracts to reflect such modification.
 
   
  In addition, upon notice to the Owner the Contracts may be modified by the
Company to change the withdrawal charges, Annuity Account Fees, mortality and
expense risk charges, the tables used in determining the amount of the first
monthly fixed annuity payment, and the formula used to calculate the MVA,
provided that such modification shall apply only to Contracts established after
the effective date of such modification. In order to exercise its modification
rights in these particular instances, the Company must notify the Owner of such
modification in writing. All of the charges and the annuity tables which are
provided in the Contracts prior to any such modification will remain in effect
permanently, unless improved by the Company, with respect to Contracts
established prior to the effective date of such modification.
    
 
   
  DISCONTINUANCE OF NEW PURCHASES. The Company reserves the right to limit or
discontinue the acceptance of new Contract Applications and Orders to Purchase
and the issuance of new Contracts. Such limitation or discontinuance shall have
no effect on rights or benefits with respect to any Contracts issued prior to
the effective date of such limitation or discontinuance.
    
 
   
  RIGHT TO EXAMINE CONTRACT. If the Owner is not satisfied with a Contract it
may be returned by mailing it to the Company at the Annuity & Variable Life
Services Center mailing address listed on the cover of this Prospectus within
ten days, or longer if state law requires, after it was received by the Owner.
An Owner may not make transfers during this period. When the Company receives
the returned Contract it will be canceled and in most states the Owner will
receive a refund equal to the Owner's Annuity Account Value at the end of the
Valuation Period during which the returned Contract was received by the Company.
    
 
   
  Where state law requires the full amount of any initial Premium Payment and
subsequent Premium Payment(s) if any, received by the Company to be refunded,
the Company will place the Premium Payment(s) that are allocated to Sub-Accounts
of the Variable Account in the AIM V.I. Money Market Fund until the end of the
Right to Examine period. This period will be deemed to commence on the day the
Contract is mailed, and on the first business day after the end of such period
the Premium Payments will be allocated as specified by the Owner.
    
 
   
  IRA RIGHT OF REVOCATION. With respect to Individual Retirement Accounts, under
the Employee Retirement Income Security Act of 1974 ("ERISA") an Owner
establishing an Individual Retirement Account must be furnished with a
disclosure statement containing certain information about the Contract and
applicable legal requirements. This statement must be furnished on or before the
date the Individual Retirement Account is established. If the Owner is furnished
with such disclosure statement before the seventh day preceding the date the
Individual Retirement Account is established, the Owner will not have any right
of revocation. If the disclosure statement is furnished after the seventh day
preceding the establishment of the Individual Retirement Account, then the Owner
may give a notice of revocation to the Company at any time within seven days
after the Date of Issue. Upon such revocation, the Company will refund the
Premium Payment made by the Owner. The foregoing right of revocation with
respect to an Individual Retirement Account is in addition to the return
privilege set forth in the preceding paragraph. The Company will allow a
participant establishing an Individual Retirement Account a "ten day free-look",
notwithstanding the provisions of ERISA.
    
 
   
  PERIODIC REPORTS. At least once each calendar year, the Company will provide
an Owner a report showing the Annuity Account Value at the end of the preceding
calendar year, all transactions during the calendar year, the current Annuity
Account Value, the number of Accumulation Units in each Variable Sub-Account,
the applicable Variable Accumulation Unit Value(s) as of the date of the report
and the interest rate credited to the Fixed Account Sub-Account(s). In addition,
each person having voting rights in the Variable Account and a Fund or Funds
will receive such reports as may be required by the Investment Company Act of
1940 and the Securities Act of 1933. The Company will also send such statements
reflecting transactions in the Annuity Account as may be required by applicable
laws, rules and regulations.
    
- --------------------------------------------------------------------------------
 
FEDERAL TAX MATTERS
 
   
  INTRODUCTION. The Contracts described in this Prospectus are designed for use
by individuals to accumulate Annuity Account Values and may be used by
retirement plans, whether or not they qualify for special federal income tax
treatment. The ultimate effect of federal income taxes on the amounts held under
a Contract, on annuity payments, and on the economic benefits to the Owner,
Annuitant or Beneficiary depends on the Company's tax status, on the type of
retirement plan for which a Contract is purchased, and upon the tax and
employment status of the individual concerned.
    
 
   
  The following discussion is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax advisor. No attempt
is made to consider any applicable state or other tax laws. Moreover, the
discussion is based upon the Company's understanding of the federal income tax
laws as they are currently interpreted. No representation is made regarding the
likelihood of continuation of the federal income tax laws, the Treasury
Regulations, or the current interpretations by the Internal Revenue Service. THE
COMPANY DOES NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS, FEDERAL, STATE OR
LOCAL, OF ANY CONTRACT OR ANY TRANSACTION INVOLVING THE CONTRACT.
    
 
  TAXATION OF ANNUITIES. The following discussion assumes the Contracts will
qualify as annuity contracts for federal income tax purposes. The Statement of
Additional Information discusses the requirements for qualifying as an annuity.
 
                                       24
<PAGE>   29
 
  IN GENERAL. Code Section 72 governs taxation of annuities. In general, an
Owner is not taxed on increases in value under a Contract until some form of
distribution is made under the Contract. The exception to this rule is that
generally, an Owner who is not a natural person must include in income any
increase in the excess of the Owner's Annuity Account Value over the Owner's
investment in the contract during the taxable year. However, there are some
exceptions to this exception and you may wish to discuss these with your tax
counsel. The taxable portion of a distribution (in the form of an annuity or
lump sum payment) is generally taxed as ordinary income. For this purpose, the
assignment, pledge, or agreement to assign or pledge any portion of the Annuity
Account Value (or the Contract) generally will be treated as a distribution.
 
  The following discussion generally applies to Contracts owned by natural
persons.
 
  WITHDRAWALS AND SURRENDERS. In the case of a withdrawal distributed to a
participant or beneficiary under a Qualified Contract (other than a Qualified
Contract used in a retirement plan that qualifies for special income tax
treatment under Section 457 of the Code, as to which there are special rules) a
ratable portion of the amount received is taxable, generally based on the ratio
of the investment in the Contract to the total Annuity Account Value. The
"investment in the contract" generally equals the portion, if any, of any
Premium Payments paid by or on behalf of an individual under a Contract which is
not excluded from the individual's gross income. For contracts issued in
connection with qualified plans, the "investment in the contract" can be zero.
Special tax rules may be available for certain distribution from Qualified
Contracts.
 
  Generally, in the case of a partial withdrawal under a Non-Qualified Contract
before the Annuity Date (including systematic withdrawals), amounts received are
first treated as taxable income to the extent that the Annuity Account Value
immediately before the withdrawal exceeds the "investment in the contract" at
that time. The Annuity Account Value immediately before a withdrawal may have to
be increased by any positive MVA which results from such a withdrawal. There is,
however, no definitive guidance on the proper tax treatment of MVAs, and the
Owner should contact a competent tax advisor with respect to the potential tax
consequences of a MVA.
 
  In the case of a full surrender under a Non-Qualified Contract, the amount
received is generally treated as taxable income to the extent the net amount
received exceeds the "investment in the contract" at that time.
 
  ANNUITY PAYMENTS. Although the tax consequences may vary depending on the
Annuity Option elected under the Contract, in general, only the portion of an
annuity payment that represents the amount by which the Annuity Account Value
exceeds the investment in the Contract will be taxed; after the investment in
the Contract is recovered, the full amount of any additional annuity payments is
taxable. For Variable Annuity payments, the taxable portion is generally
determined by an equation that establishes a specific dollar amount of each
payment that is not taxed. The dollar amount is determined by dividing the
"investment in the contract" by the total number of expected periodic payments.
The entire distribution will, however, be taxable once the recipient has
recovered the dollar amount of the "investment in the contract." For Fixed
Annuity payments, in general, there is no tax on the portion of each payment
which represents the same ratio that the "investment in the contract" bears to
the total expected value of the annuity payments for the term of the payments;
however, the remainder of each annuity payment is taxable until the recovery of
the investment in the contract, and thereafter the full amount or each annuity
payment is taxable.
 
  PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a
Non-Qualified Contract (including systematic withdrawals, other partial
withdrawals, surrenders, and any other distribution), there may be imposed a
penalty tax equal to 10% of the amount treated as taxable income. The penalty
tax is not imposed in certain circumstances, including, generally,
distributions: (1) made on or after the date on which the Owner is age 59 1/2;
(2) made as a result of death of the Owner or disability of the taxpayer; or (3)
received in substantially equal installments as a life annuity. Other tax
penalties may apply to certain distributions pursuant to a Qualified Contract.
 
  TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a Contract
because of the death of an Owner. Generally, such amounts are includable in the
income of the recipient as follows: (1) if distributed in a lump sum, they are
taxed in the same manner as a full surrender of the Contract, as described
above, or (2) if distributed under an Annuity Option, they are taxed in the same
manner as annuity payments, as described above.
 
  MULTIPLE CONTRACTS. All non-qualified, deferred annuity contracts that are
issued by the Company (or its affiliates) to the same Owner during any calendar
year are to be treated as one annuity contract for purposes of determining the
amount includable in an individual's gross income. There may be other situations
in which the Treasury may conclude that it would be appropriate to aggregate two
or more annuity contracts purchased by the same investor. Accordingly, an Owner
should consult a competent tax adviser before purchasing more than one Contract
or other annuity contracts.
 
  TRANSFERS, ASSIGNMENTS OR EXCHANGES OF CONTRACTS. A transfer of ownership of a
Contract; the designation of an Annuitant, Payee or other Beneficiary who is not
also the Owner; the selection of certain Annuity Dates; or a change of
Annuitant; may result in certain income or gift tax consequences to the Owner
that are beyond the scope of this discussion. An Owner contemplating any such
transfer, assignment or change should contact a competent tax adviser in respect
to the potential tax effects of such a transaction.
 
  WITHHOLDING. Withholding of federal income taxes on the taxable portion of all
distributions may be required unless the recipient elects not to have any such
amounts withheld and properly notifies the Company of that election. Different
rules may apply to
 
                                       25
<PAGE>   30
 
United States citizens or expatriates living abroad. Withholding is mandatory
for certain distributions from Qualified Contracts. In addition, some states
have enacted legislation requiring withholding.
 
  SECTION 1035 EXCHANGES. Code Section 1035 generally provides that no gain or
loss shall be recognized on the exchange of one annuity contract for another. If
the surrendered contract was issued prior to August 14, 1982, the tax rules that
formerly provided that the surrender was taxable only to the extent the amount
received exceeds the owner's investment in the contract will continue to apply
to amounts allocable to investment in the contract before August 14, 1982.
Special rules and procedures apply to Code Section 1035 transactions.
Prospective purchasers wishing to take advantage of Code Section 1035 should
consult their tax advisers.
 
  QUALIFIED PLANS. The Qualified Contract is designed for use with several types
of qualified plans. The tax rules applicable to participants and beneficiaries
in such qualified plans vary according to the type of plan and the terms and
conditions of the plan itself. Special favorable tax treatment may be available
for certain types of contributions and distributions (including special rules
for certain lump sum distributions). Adverse tax consequences may result from
contributions in excess of specified limits, distributions prior to age 59 1/2
(subject to certain exceptions), distributions that do not conform to specified
minimum distribution rules, aggregate distributions in excess of a specified
annual amount, and in certain other circumstances. Therefore, the Company makes
no attempt to provide more than general information about use of the Contract
with the various types of qualified plans. Owners and participants under
qualified plans as well as Annuitants, Payees and Beneficiaries are cautioned
that the rights of any person to any benefits under qualified plans may be
subject to the terms and conditions of the plan themselves, regardless of the
terms and conditions of the Contract issued in connection therewith. Owners of
Contracts for use with any qualified plan should seek competent legal and tax
advice regarding the suitability of the Contract therefor.
 
  SECTION 403(B) PLANS. Under Section 403(b) of the Code, payments made by
public school systems and certain tax exempt organizations to purchase annuity
policies for their employees are excludable from the gross income of the
employee, subject to certain limitations. However, such payments may be subject
to FICA (Social Security) taxes. Additionally, in accordance with the
requirements of the Code, Section 403(b) annuities generally may not permit
distribution of (i) elective contributions made in years beginning after
December 31, 1988, and (ii) earnings on those contributions and (iii) earnings
on amounts attributed to elective contributions held as of the end of the last
year beginning before January 1, 1989. Distributions of such amounts will be
allowed only upon the death of the employee, on or after attainment of age
59 1/2, separation from service, disability, or financial hardship, except that
income attributable to elective contributions may not be distributed in the case
of hardship.
 
  INDIVIDUAL RETIREMENT ANNUITIES. Sections 219 and 408 of the Code permit
individuals or their employers to contribute to an individual retirement program
known as an "Individual Retirement Annuity" or an "IRA". Individual Retirement
Annuities are subject to limitation on the amount which may be contributed and
deducted and the time when distributions may commence. In addition,
distributions from certain other types of qualified plans may be placed into an
Individual Retirement Annuity on a tax-deferred basis.
 
  CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS. Section 401(a)
and 403(a) of the Code permit corporate employers to establish various types of
retirement plans for employees and self-employed individuals to establish
qualified plans for themselves and their employees. Such retirement plans may
permit the purchase of the Contracts to provide benefits under the plans.
 
  DEFERRED COMPENSATION PLANS. Section 457 of the Code, while not actually
providing for a qualified plan as that term is normally used, provides for
certain deferred compensation plans with respect to service for state
governments, local governments, political sub-divisions, agencies,
instrumentalities and certain affiliates of such entities and tax exempt
organizations which enjoy special treatment. The Contracts can be used with such
plans. Under such plans a participant may specify the form of investment in
which his or her participation will be made. All such investments, however, are
owned by, and are subject to, the claims of the general creditors of the
sponsoring employer.
 
                          * * * * * * * * * * * * * *
 
  The above description of federal income tax consequences pertaining to the
different types of Qualified Plans that may be funded by the Contracts is only a
brief summary and is not intended as tax advice. The rules governing the
provisions of Qualified Plans are extremely complex and often difficult to
comprehend, and are subject to change. Anything less than full compliance with
the applicable rules, all of which are subject to change, may have significant
adverse tax consequences. A prospective purchaser considering the purchase of a
Contract in connection with a Qualified Plan should first consult a qualified
and competent tax advisor with regard to the suitability of the Contract as an
investment vehicle for the Qualified Plan.
- --------------------------------------------------------------------------------
 
DISTRIBUTION OF THE CONTRACTS
 
  CIGNA Financial Advisors, Inc. ("CFA") located at 900 Cottage Grove Road,
Bloomfield, Connecticut 06002 is the principal underwriter and the distributor
of the Contracts. CFA is a wholly-owned subsidiary of Connecticut General
Corporation, which is an affiliate of CIGNA Corporation. CFA may enter into
contracts with various broker-dealers to aid in the distribution of the
Contracts. The commissions paid to dealers are no greater than 6.75% of Premium
Payments.
 
                                       26
<PAGE>   31
 
- --------------------------------------------------------------------------------
 
HISTORICAL PERFORMANCE DATA
 
  The Company may from time to time disclose the current annualized yield of the
Money Market Sub-Account for a 7-day period in a manner which does not take into
consideration any realized or unrealized gains or losses on shares of the AIM
V.I. Money Market Series or on its portfolio securities. Yield figures will not
reflect withdrawal charges or premium taxes. The current annualized yield is
computed by determining the net change (exclusive of realized gains and losses
on the sale of securities and unrealized appreciation and depreciation) at the
end of the 7-day period in the value of a hypothetical account having a balance
of 1 variable accumulation unit of the Money Market Sub-Account at the beginning
of the 7-day period, dividing such net change in account value by the value of
the account at the beginning of the period to determine the base period return,
and annualizing this quotient on a 365-day basis. The net change in account
value reflects (i) net income from the Portfolio attributable to the
hypothetical account; and (ii) charges and deductions imposed under a Contract
that are attributable to the hypothetical account.
 
  The Company may also disclose the effective yield of the Money Market
Sub-Account for the same 7-day period, determined on a compounded basis. The
effective yield is calculated by compounding the unannualized base period return
by adding one to the base period return, raising the sum to a power equal to 365
divided by 7, and subtracting one from the result.
 
  The Company may also advertise or disclose the current annualized yield of one
or more of the Sub-Accounts of the Variable Account (except the Money Market
Sub-Account) for 30-day periods. The annualized yield of a Sub-Account refers to
income generated by the Sub-Account over a specific 30-day period. Because the
yield is annualized, the yield generated by a Sub-Account during the 30-day
period is assumed to be generated each 30-day period over a 12-month period. The
yield is computed by dividing the net investment income per variable
accumulation unit earned during the period by the maximum offering price per
unit on the last day of the period. The yield calculations do not reflect the
effect of any premium taxes or withdrawal charges that may be applicable to a
particular Contract.
 
  The Company may also advertise or disclose annual average total returns for
one or more Sub-Accounts of the Variable Account for various period of time. The
standardized total return of a Sub-Account refers to return quotations assuming
an investment has been held in the Sub-Account for various periods of time
including, but not limited to, one year, five years, and ten years (if the
Sub-Account has been in operation for those periods), and a period measured from
the date the Sub-Account commenced operations. Total returns represent the
average annual compounded rates of return that would equate the initial amount
invested to the redemption value of that investment as of the last day of each
of the periods for which total return quotations are provided. Accordingly, the
total return quotations will reflect not only income but also changes in
principal (i.e., variable accumulation unit) value, whereas the yield figures
will only reflect income. The standardized total return quotations reflect the
withdrawal charge, but the standardized yield figures will not.
 
  The Company may from time to time also disclose average annual total returns
in a non-standard format in conjunction with the standard format described
above. The non-standard format will be identical to the standard format except
that the withdrawal charge percentage will be assumed to be 0%. The Company may
from time to time also disclose cumulative total returns in conjunction with the
standard format described above. The cumulative returns will be calculated
assuming that the withdrawal charge is 0%.
 
  All non-standard performance data will only be advertised if the standard
performance data is also disclosed. Performance will vary from time to time and
historical results will not be representative of future performance. Performance
information may not provide a basis for comparison with other investments or
other investment companies using a different method of calculating performance.
Current yield is not fixed and varies with changes in investment income and
variable accumulation unit values. The Money Market Sub-Account's yield will be
affected if it experiences a net inflow of new money which is invested at
interest rates different from those being earned on its then-current
investments. An investor's principal in a Sub-Account and a Sub-Account's return
are not guaranteed and will fluctuate according to market conditions. And, as
noted above, advertised performance data figures will be historical figures for
a contract during the Accumulation Period.
 
  The Company may also from time to time use advertising which includes
hypothetical illustrations to compare the difference between the growth of a
taxable investment and a tax-deferred investment in a variable annuity.
 
  For additional information regarding the calculation of performance data,
please refer to the Statement of Additional Information.
 
                                       27
<PAGE>   32
 
- --------------------------------------------------------------------------------
 
STATEMENT OF ADDITIONAL INFORMATION
 
  A Statement of Additional Information is available (at no cost) which contains
more details concerning the subjects discussed in this Prospectus. The following
is the Table of Contents for that Statement:
 
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
THE CONTRACTS -- GENERAL PROVISIONS.........................    3
  The Contracts.............................................    3
  Loans.....................................................    3
  Non-Participating Contracts...............................    3
  Misstatement of Age.......................................    3
  Assignment................................................    3
  Evidence of Survival......................................    3
  Endorsement of Annuity Payments...........................    3
TAXATION OF THE COMPANY.....................................    3
INVESTMENT EXPERIENCE.......................................    3
  Variable Accumulation Unit Value and Variable Accumulation
     Value..................................................    3
  Net Investment Factor.....................................    4
SAMPLE CALCULATIONS AND TABLES..............................    4
  Variable Account Calculations.............................    4
  Withdrawal Charge and MVA Tables..........................    5
STATE REGULATION OF THE COMPANY.............................    6
ADMINISTRATION..............................................    6
DISTRIBUTION OF THE CONTRACTS...............................    7
CUSTODY OF ASSETS...........................................    7
HISTORICAL PERFORMANCE DATA.................................    7
  Money Market Sub-Account Yield............................    7
  Other Sub-Account Yields..................................    7
  Total Returns.............................................    8
  Other Performance Data....................................    8
LEGAL MATTERS...............................................    9
LEGAL PROCEEDINGS...........................................    9
EXPERTS.....................................................    9
FINANCIAL STATEMENTS........................................    9
  Connecticut General Life Insurance Company................   10
  CG Variable Annuity Separate Account......................   29
</TABLE>
 
                                       28
<PAGE>   33
 
                            PART A. PROSPECTUS NO. 2
<PAGE>   34
 
   
           AIM/CIGNA HERITAGE II
    
 
           VARIABLE ANNUITY
 
<TABLE>
                 <S>                     <C>                           <C>                        <C>
                 CONNECTICUT GENERAL     MAILING ADDRESS:              LOCKBOX ADDRESS: BY MAIL   LOCKBOX ADDRESS:
                   LIFE                  CIGNA INDIVIDUAL INSURANCE    CONNECTICUT GENERAL LIFE   BY OVERNIGHT
                 INSURANCE COMPANY       ANNUITY & VARIABLE LIFE       INSURANCE COMPANY          CONNECTICUT GENERAL LIFE
                 HOME OFFICE LOCATION:   SERVICES                      P.O. BOX 30790             INSURANCE COMPANY
                 900 COTTAGE GROVE ROAD  CENTER: ROUTING S-249         HARTFORD, CT 06150         C/O FLEET BANK
                 BLOOMFIELD, CT          HARTFORD, CT 06152-2249                                  20 CHURCH STREET
                                         TELEPHONE: (800) (552-9898)                              20TH FLOOR, MSN275
                                                                                                  HARTFORD, CT 06120
                                                                                                  ATTN: LOCKBOX 30790
</TABLE>

           PROSPECTUS
   
           AUGUST    , 1997
    
 
           This Prospectus describes the Flexible Payment Deferred Variable
           Annuity Contracts with Fixed and Variable Accounts (the "Contracts")
           offered by Connecticut General Life Insurance Company in individual
           or group form. These Contracts are designed to aid in long-term
           financial planning by individuals on a tax-deferred basis for
           retirement or other long-term purposes.
 
           The Owner may elect to have Annuity Account Values accumulate on a
           fixed basis in the Fixed Account, which pays interest at the
           applicable Guaranteed Interest Rate(s) for the duration of the
           particular Guaranteed Period(s) selected by the Owner, or on a
           variable basis in CG Variable Annuity Separate Account (the "Variable
           Account"), a separate account of the Company, or a combination of the
           two. The assets of the Variable Account are divided into
           Sub-Accounts. Each Sub-Account invests in a specific series of AIM
           Variable Insurance Funds, Inc. (the "Fund"), a mutual fund. Nine
           portfolios are currently available for investment within the Variable
           Account: (1) AIM V.I. Capital Appreciation Fund; (2) AIM V.I.
           Diversified Income Fund; (3) AIM V.I. Government Securities Fund; (4)
           AIM V.I. Growth Fund; (5) AIM V.I. International Equity Fund; (6) AIM
           V.I. Money Market Fund; (7) AIM V.I. Value Fund; (8) AIM V.I. Growth
           and Income Fund; and (9) AIM V.I. Global Utilities Fund.
 
           Annuity Account Values allocated to the Variable Account will vary in
           accordance with the investment performance of the Sub-Accounts
           selected by the Owner. Thus, the Owner bears the entire investment
           risk under the Contract for all amounts allocated to the Variable
           Account. Amounts allocated to the Fixed Account are guaranteed by
           Connecticut General Life Insurance Company (the "Company") and will
           earn a specified rate of interest for the Guaranteed Period(s)
           selected unless prematurely withdrawn or transferred, in which case a
           market value adjustment will apply.
 
           These Contracts provide for monthly annuity payments to be made by
           the Company for the life of the Annuitant or for some other period,
           beginning on the Annuity Date selected by the Owner. The Owner can
           also elect to surrender all or a portion of the Annuity Account Value
           in exchange for a cash withdrawal payment from the Company; however,
           withdrawals may be taxable, and/or subject to a withdrawal charge
           and/or a market value adjustment ("MVA") and/or a tax penalty and/or
           a deduction for State premium taxes. Under certain circumstances, the
           Owner can transfer amounts between the Accounts and the corresponding
           Sub-Accounts (some restrictions may apply).
 
   
           This Prospectus sets forth the information that a prospective
           investor should consider before investing in these Contracts. A
           Statement of Additional Information about the Contracts, dated August
             , 1997, has been filed with the Securities and Exchange Commission
           and is incorporated herein by reference. The Statement of Additional
           Information is available at no cost to any person requesting a copy
           by writing the Company at the address listed below or by calling the
           telephone number also listed below. The table of contents of the
           Statement of Additional Information is included at the end of this
           Prospectus.
    
 
           This Prospectus and the Statement of Additional Information generally
           describe only the Contract and the Variable Account, except when the
           Fixed Account is specifically mentioned.
 
           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.
 
           THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
           PROSPECTUS OF AIM VARIABLE INSURANCE FUNDS, INC. YOU SHOULD RETAIN
           THESE PROSPECTUSES FOR FUTURE REFERENCE.
 
           ANY REFERENCE IN THIS PROSPECTUS TO RECEIVED OR RECEIPT BY THE
           COMPANY MEANS RECEIPT AT ITS ANNUITY & VARIABLE LIFE SERVICES CENTER
           OR LOCKBOX ADDRESS, AS NOTED ABOVE.
<PAGE>   35
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                            PAGE                                                   PAGE
                                            ----                                                   ----
<S>                                         <C>        <C>                                         <C> 
DEFINITIONS...............................    2        ANNUITY PROVISIONS........................   19 
SUMMARY...................................    5          Annuity Date............................   19 
EXPENSE DATA..............................    7          Election -- Change of Annuity Option....   19 
CONDENSED FINANCIAL DATA..................               Annuity Options.........................   20 
THE PURPOSE OF THIS PROSPECTUS............   10          Fixed Annuity Options...................   21 
THE COMPANY, THE FIXED ACCOUNT, THE                      Variable Annuity Options................   21 
  VARIABLE ACCOUNT AND THE FUND...........   10          Determination of Annuity Payments.......   21 
  The Company.............................   10        CONTRACT CHARGES AND FEES.................   22 
  The Fixed Account.......................   11          Withdrawal Charges......................   22 
  The Variable Account....................   11          Free Partial Withdrawal.................   22 
  AIM Variable Insurance Funds, Inc.......   12          Annuity Account Fee.....................   23 
PREMIUM PAYMENTS AND ANNUITY ACCOUNT                     Administrative Fee......................   23 
  VALUES DURING ACCUMULATION PERIOD.......   13          Premium Taxes...........................   23 
  Premium Payments........................   13          Charge for Mortality and Expense              
  Owner's Annuity Account.................   13             Risks................................   23 
  Annuity Account Continuation............   13          MVA.....................................   24 
  Allocation of Premium Payment(s)........   13        OTHER CONTRACT PROVISIONS.................   24 
  Fixed Accumulation Value................   13          Deferral of Payment.....................   24 
     Guaranteed Periods...................   13          Designation and Change of Beneficiary...   24 
     Guaranteed Interest Rates............   14          Exercise of Contract Rights.............   25 
  Variable Accumulation Value.............   14          Transfer of Ownership...................   25 
     Crediting Variable Accumulation                     Death of Owner..........................   25 
       Units..............................   14          Voting of Fund Shares...................   25 
     Variable Accumulation Unit Value.....   14          Addition, Deletion, or Substitution of        
  Optional Variable Account, Sub-Account                    Securities...........................   26 
     Allocation Programs..................   15          Change in Operation of Variable               
       Dollar Cost Averaging..............                  Account..............................   26 
       Automatic Rebalancing..............   15          Modification............................   26 
  Transfer of Annuity Account Values                     Discontinuance of New Purchases.........   27 
     between                                             Right to Examine Contracts..............   27 
     Sub-Accounts.........................   15          IRA Right of Revocation.................   27 
DISTRIBUTIONS UNDER THE CONTRACT..........   16          Periodic Reports........................   27 
  Cash Withdrawals........................   16        FEDERAL TAX MATTERS.......................   27 
  Minimum Value Requirement...............   17          Introduction............................   27 
  Section 403(b) Annuities................   17          Taxation of Annuities...................   27 
DEATH BENEFITS............................   18          Qualified Plans.........................   29 
  Death Benefit Provided by the                        DISTRIBUTION OF THE CONTRACTS.............   29 
     Contracts............................   18        HISTORICAL PERFORMANCE DATA...............   30 
  Election and Effective Date of                       STATEMENT OF ADDITIONAL INFORMATION --          
     Election.............................   18          TABLE OF CONTENTS.......................   31 
  Payment of Death Benefit................   18        APPENDIX A................................   32 
  Amount of Death Benefit.................   18
SURRENDER OF CONTRACTS....................   19
</TABLE>
    
 
 
                                  DEFINITIONS
- --------------------------------------------------------------------------------
 
  The following terms as used in this Prospectus have the indicated meanings:
 
  ACCUMULATION PERIOD: The period from the Date of Issue to the Annuity Date,
the date on which the Death Benefit becomes payable, or the date on which the
Contract is surrendered or annuitized, whichever is earliest.
 
  ACT: Investment Company Act of 1940, as amended.
 
   
  ANNUITANT: The person or persons on whose life the first annuity payment is to
be made. The Annuitant must be a natural person. The maximum age of the
Annuitant on the date the Contract is issued is 90 years old. The Owner shall
identify the Annuitant whose name(s) shall be set forth in the Contract
Specifications. If prior to the Annuity Date the Annuitant predeceases the
Owner, the Owner becomes the Annuitant unless and until the Owner designates a
new Annuitant to the Company In Writing. The Owner generally has the right to
change the Annuitant prior to the Annuity Date by requesting such a change In
Writing to the Company. Any such requested change will not be effective until
recorded by the Company.
    
 
  ANNUITY ACCOUNT: An account established for each Owner to which all Premium
Payments are credited. In addition, net investment results attributable to each
Premium Payment are credited to (or charged against) the Owner's Annuity
Account.
 
  ANNUITY ACCOUNT VALUE: The variable accumulation value, if any, plus the fixed
accumulation value, if any, of an Owner's Annuity Account for any Valuation
Period.
 
  ANNUITY DATE: The date on which annuity payments under the Contract commence.
 
                                        2
<PAGE>   36
 
  ANNUITY OPTION: The method for making income payment(s). In the Contract, the
term "Income Payments" is synonymous with the term "annuity payments" in this
Prospectus.
 
  BENEFICIARY: The person or entity having the right to receive the death
benefit set forth in the Contract and, for Non-Qualified Contracts, who is the
"designated beneficiary" for purposes of Section 72(s) of the Code in the event
of the Owner's death.
 
  CERTIFICATE: (For group Contracts only) The document for each Owner which
evidences the coverage of the Owner under the Contract.
 
  CODE: Internal Revenue Code of 1986, as amended.
 
  COMMISSION: Securities and Exchange Commission.
 
  COMPANY: Connecticut General Life Insurance Company.
 
  CONTRACT: The document for each Owner which evidences the terms, conditions,
coverage, and rights of the Owner under the Contract. Thus, as used herein the
term "Contract" includes both an individual Contract and a Certificate under a
group contract.
 
  CONTRACT APPLICATION: In states where required the document signed by the
Owner, and the Annuitant if different than the Owner, that evidences the Owner's
application for the Contract. Includes Certificate applications under a group
contract.
 
  CONTRACT YEARS AND CONTRACT ANNIVERSARIES: All Contract Years and Contract
Anniversaries are 12-month periods measured from the Date of Issue.
 
  DATE OF ISSUE: The date on which the Contract becomes effective.
 
  DUE PROOF OF DEATH: An original certified copy of an official death
certificate, an original certified copy of a decree of a court of competent
jurisdiction as to the finding of death, or any other proof of death
satisfactory to the Company.
 
  FIXED ACCOUNT: Those Sub-Account(s) associated with Guaranteed Period(s) and
Guaranteed Interest Rate(s). Fixed Account assets are general assets of the
Company and are distinguishable from those allocated to a separate account of
the Company.
 
  FIXED ANNUITY: An annuity with payments which do not vary as to dollar amount.
 
  FUND: AIM Variable Insurance Funds, Inc.
 
  GUARANTEED PERIOD AMOUNT: Any portion of an Owner's Annuity Account Value
allocated to a specific Guaranteed Period with a specified Expiration Date
(including interest earned thereon).
 
  GUARANTEED INTEREST RATE: The rate of interest credited by the Company on a
compound annual basis during a Guaranteed Period.
 
  GUARANTEED PERIOD: The period for which interest, at either an initial or
subsequent Guaranteed Interest Rate, will be credited to any amounts which an
Owner allocates to a Fixed Account Sub-Account. In most states in which these
Contracts are issued, this period may be one to ten years, as elected by the
Owner.
 
  INDEX RATE: An index rate based on the Treasury Constant Maturity Series
published by the Federal Reserve Board.
 
  IN WRITING: The term "in writing" means in a written form satisfactory to the
Company and received by the Company at its Annuity & Variable Life Service
Center Mailing Address.
 
  NON-QUALIFIED CONTRACT: A Contract used in connection with a retirement plan
which does not receive favorable federal income tax treatment under Sections
401, 403, 408, or 457 of the Code. The Owner of a Non-Qualified Contract must be
a natural person or an agent for a natural person for the Contract to receive
favorable income tax treatment as an annuity.
 
  ORDER TO PURCHASE: A request to purchase a Contract, containing sufficient
information to permit the processing of such request and to issue the Contract.
 
  OWNER: The person(s) entitled to the ownership rights stated in the Contract;
is the Certificate Owner under a group contract. The Owner, or the Annuitant if
the Owner is a non-natural person, may be no more than 85 years of age on the
Date of Issue.
 
  PAYEE: A recipient of payments under the Contract.
 
  PREMIUM PAYMENT: Any amount paid to the Company as consideration for the
benefits provided by the Contract. Premium Payment includes the initial Premium
Payment and subsequent Premium Payments.
 
  QUALIFIED CONTRACT: A Contract used in connection with a retirement plan which
receives favorable federal income tax treatment under Sections 401, 403, 408, or
457 of the Code.
 
   
  SUB-ACCOUNT: That portion of the Fixed Account associated with a specific
Guaranteed Period and Guaranteed Interest Rate and each portion of the Variable
Account which invests in shares of a specific series of AIM Variable Insurance
Funds, Inc.
    
 
                                        3
<PAGE>   37
 
  SURRENDER: When a lump sum amount representing the Owner's Annuity Account
Value (minus any applicable withdrawal charges, contract fees, or premium taxes
and plus or minus any market value adjustment) is paid to the Owner. After a
surrender, all of the Owner's rights under the Contract are terminated.
 
  SURRENDER DATE: The date or deemed date the Owner elects a surrender of the
Contract or Certificate.
 
  VALUATION DATE: Every day on which the New York Stock Exchange ("NYSE") is
open for business, except any day on which trading on the NYSE is restricted, or
on which an emergency exists, as determined by the Commission, so that valuation
or disposal of securities is not practicable.
 
  VALUATION PERIOD: The period of time beginning on the day following the
Valuation Date and ending on the next Valuation Date. A Valuation Period may be
more than one day.
 
  VARIABLE ACCOUNT: The separate account of the Company comprised of those
Sub-Account(s) associated with investments in AIM Variable Insurance Funds, Inc.
Variable Account assets are separate account assets of the Company, the
investment performance of which is kept separate from that of the general assets
of the Company.
 
  VARIABLE ACCUMULATION UNIT: A unit of measure used in the calculation of the
value of the variable portion of an Owner's Annuity Account.
 
                                        4
<PAGE>   38
 
- --------------------------------------------------------------------------------
 
SUMMARY
 
  NOTE: THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED
INFORMATION IN THE REMAINDER OF THIS PROSPECTUS, IN THE STATEMENT OF ADDITIONAL
INFORMATION, IN THE PROSPECTUS FOR AIM VARIABLE INSURANCE FUNDS, INC., AND IN
THE CONTRACT, ALL OF WHICH SHOULD BE REFERRED TO FOR MORE INFORMATION. THIS
PROSPECTUS GENERALLY DESCRIBES ONLY THE CONTRACT AND THE VARIABLE ACCOUNT. A
SEPARATE PROSPECTUS ATTACHED HERETO DESCRIBES AIM VARIABLE INSURANCE FUNDS, INC.
 
  THE CONTRACT. These Contracts are Flexible Payment Deferred Variable Annuity
Contracts with Fixed and Variable Accounts (the "Contracts") designed for use in
connection with retirement and tax-deferred plans, some of which may qualify as
retirement programs under Sections 401, 403, 408, or 457 of the Code or for use
on a non-tax qualified basis. The Contracts provide for the accumulation of
values on either a variable or fixed basis, or a combination fixed and variable
basis as elected by the Owner, and provide for payment of these values on a
selected future date in either one lump sum or as annuity payments.
 
  The Contracts are offered as both individual and group annuity contracts. The
term "Contract" as used in this Prospectus refers to either an individual
annuity contract or to a Certificate under a group annuity contract, as
appropriate.
 
   
  PREMIUM PAYMENTS. The Owner must generally make a minimum initial Premium
Payment of at least $2,000. The Owner may generally make additional Premium
Payments of at least $2,000 each for allocation into any single Sub-Account
within the Fixed Account and/or at least $100 for allocation into any Variable
Sub-Account. The prior approval of the Company is required before it will accept
a Premium Payment in excess of $1,000,000 (See "Premium Payments").
    
 
  THE ANNUITY ACCOUNTS. The Owner may elect to have Annuity Account Values
accumulate on a fixed basis in the Fixed Account, which pays interest at the
applicable Guaranteed Interest Rate(s) for the duration of the particular
Sub-Account's Guaranteed Period, or on a variable basis in CG Variable Annuity
Separate Account (the "Variable Account"), a separate account of the Company, or
a combination of them (See "The Fixed Account" and "The Variable Account").
 
   
  THE FIXED ACCOUNT. The Owner may elect to have values accumulated on a fixed
basis whereby a Premium Payment is allocated to one or more Sub-Accounts
available in connection with the Fixed Account. Each Sub-Account available
within the Fixed Account has a Guaranteed Period with a duration which ranges
from one to ten years. The Fixed Account is part of the general account of the
Company (See "The Fixed Account"). The Company guarantees these amounts and
specifies various interest rates (the "Guaranteed Interest Rates") which will be
earned by amounts allocated to each particular Sub-Account within the Fixed
Account if the amounts remain in that Sub-Account for the duration of the
Sub-Account's Guaranteed Period, subject to the imposition of Annuity Account
Fees or premium taxes. The Company may not change a Guaranteed Interest Rate for
the duration of the Sub-Account's Guaranteed Period. The Company will credit
interest at a rate of not less than three percent (3%) per year, compounded
annually, to amounts allocated to the Fixed Account. Guaranteed Interest Rates
applicable to particular Guaranteed Periods cannot be predicted and will be
determined at the sole discretion of the Company. There is no assurance that
Guaranteed Interest Rates will exceed 3% per year. Amounts that are withdrawn or
transferred prior to the end of the Guaranteed Period may be subject to a
withdrawal charge and/or a Market Value Adjustment (see "MVA"). The MVA could be
positive or negative.
    
 
   
  THE VARIABLE ACCOUNT. The assets of the Variable Account are also divided into
Sub-Accounts. Each Variable Account Sub-Account uses its assets to purchase, at
their net asset value, shares of a specific portfolio of AIM Variable Insurance
Funds, Inc. (the "Fund"), a mutual fund registered under the Act and advised by
A I M Advisors, Inc. (See "The Variable Account".) Nine portfolios are currently
available for investment within the Variable Account: (1) AIM V.I. Capital
Appreciation Fund; (2) AIM V.I. Diversified Income Fund; (3) AIM V.I. Government
Securities Fund; (4) AIM V.I. Growth Fund; (5) AIM V.I. International Equity
Fund; (6) AIM V.I. Money Market Fund; (7) AIM V.I. Value Fund; (8) AIM V.I.
Growth and Income Fund; and (9) AIM V.I. Global Utilities Fund.
    
 
   
  TRANSFERS. Subject to certain conditions, the Owner may transfer all or part
of the Annuity Account Value in a Sub-Account to another Sub-Account without the
imposition of any fee or charge if there have been no more than twelve transfers
made in the Contract Year. For additional transfers, the Company reserves the
right to deduct a transfer fee of up to $10 per transfer. All transfers are
subject to certain conditions. In addition, transfers from any Fixed Account
Sub-Account are further restricted in frequency and amount and may be subject to
the MVA. After the Annuity Date, transfers among the Variable Account
Sub-Accounts may also be permitted, subject to certain conditions. See "Transfer
of Annuity Account Values Between Sub-Accounts".
    
 
   
  CASH WITHDRAWALS. At any time before the Annuity Date, the Owner may elect to
receive a cash withdrawal payment from the Company. Subject to the Free Partial
Withdrawal privilege described below, a cash withdrawal of a Owner's Annuity
Account Value will be subject to any applicable withdrawal charges. A cash
withdrawal will also be subject to any applicable Market Value Adjustment,
Annuity Account Fees, or State premium taxes. After the Annuity Date,
withdrawals are not permitted under most Annuity Options (See "Cash
Withdrawals").
    
 
  Federal income taxes and a tax penalty may be applicable to withdrawals (See
"Federal Tax Matters").
 
                                        5
<PAGE>   39
 
   
  FREE PARTIAL WITHDRAWAL. Each Contract Year an Owner may generally withdraw,
in one or more transactions, up to 15% of the total amount of the Owner's
Premium Payments made to the Owner's Annuity Account without the imposition of a
withdrawal charge. The Company will deem all free withdrawals to have withdrawn
Premium Payments from an Owner's Annuity Account in the order in which they were
received by the Company for purposes of computing the contingent deferred sales
charge (the withdrawal charge) on amounts remaining within the Owner's Annuity
Account (I.E. oldest Premium Payment first). Certain additional restrictions are
applicable to withdrawals from Fixed Account Sub-Accounts. See "Free Partial
Withdrawal".
    
 
  ANNUITY PAYMENTS. Annuity Payments as elected by the Owner will begin on the
Annuity Date. The Owner selects the Annuity Date and the Annuity Option. See
"Annuity Provisions".
 
   
  DEATH BENEFIT. In the event of the death of the Owner prior to the Annuity
Date, the Company will pay a death benefit to the Beneficiary. If the death of
the Owner occurs on or after the Annuity Date, no death benefit will be payable
except as may be provided under the Annuity Option elected. The amount of the
death benefit is determined as of the effective date or deemed effective date of
the death benefit election. If the Owner is a non-natural person the death of
the Annuitant is treated as the death of the Owner. See "Death Benefit".
    
 
   
  RIGHT TO EXAMINE CONTRACTS. If the Owner is not satisfied with a Contract it
may be returned by mailing it to the Company at the Annuity & Variable Life
Services Center mailing address listed on the cover of this Prospectus within
ten days, or longer if state law requires, after it was received by the Owner.
Return of the Contract by mail is effective on being postmarked, properly
addressed, and postage prepaid. An Owner may not make transfers during the Right
to Examine period. When the Company receives the returned Contract it will be
canceled and in most states the Owner will receive a refund equal to the
Purchaser's Annuity Account Value at the end of the Valuation Period during
which the returned Contract was received by the Company.
    
 
   
  Where state law requires the full amount of any initial Premium Payment and
subsequent Premium Payment(s) if any, received by the Company to be refunded,
the Company will place the Premium Payment(s) that are allocated to Sub-Accounts
of the Variable Account in the AIM V.I. Money Market Fund until the end of the
Right to Examine period. On the first business day after the end of such period,
the Premium Payments will be allocated as had been specified by the Owner.
    
 
CHARGES AND DEDUCTIONS
 
   
  CONTINGENT DEFERRED SALES CHARGE. The Company does not deduct a sales charge
when it receives a Premium Payment. However, if any part of an Owner's Annuity
Account is withdrawn, a withdrawal charge (contingent deferred sales charge) may
be assessed by the Company. Subject to the Free Partial Withdrawal amount
described above, Annuity Account withdrawals derived from a Premium Payment
deposited with the Company for a period of less than seven years will be subject
to a withdrawal charge ranging from 7% to 4% of the applicable Premium Payment
(adjusted by any applicable MVA with respect to the Fixed Account). The length
of time between the Company's acceptance of a Premium Payment and the making of
a withdrawal determines the withdrawal charge percentage. The withdrawal charge
is not imposed on a Premium Payment after the end of the seventh year of its
deposit with the Company. For purposes of computing the withdrawal charge,
amounts are deemed to be withdrawn in the order in which they were received by
the Company (I.E. oldest Premium Payment first). See "Withdrawal Charges".
    
 
   
  MARKET VALUE ADJUSTMENT. In certain situations, a cash withdrawal or transfer
of amounts from the Fixed Account will be subject to a Market Value Adjustment.
See "MVA". The MVA will reflect the relationship between an index published by
the Federal Reserve Board as to current yields on U.S. government securities of
various maturities at the time a cash withdrawal is made, and this index at the
time that the Premium Payments being withdrawn or transferred were made.
Generally, if the Index Rate at the time of withdrawal is more than .50% lower
than the Index Rate at the time the Premium Payment was allocated, then the
application of the MVA will result in a higher payment upon withdrawal or
transfer. Similarly, if the Index Rate at the time of withdrawal is higher than
the Index Rate at the time the Premium Payment was allocated (or less than 0.50%
lower), the application of the MVA will generally result in a lower payment upon
withdrawal or transfer. The MVA is not applied against a withdrawal or transfer
which becomes effective upon the Expiration Date of a Guaranteed Period, which
is made pursuant to the Dollar Cost Averaging program, or which is used to make
a Death Benefit payment.
    
 
  ANNUITY ACCOUNT FEE. On the last Valuation Date of each contract year, the
Company will deduct an annual annuity account administration fee ("Annuity
Account Fee") of $35 from the Owner's Annuity Account Value. If the Contract is
surrendered, a $35 Annuity Account Fee will be deducted. After the Annuity Date,
an annual Annuity Account Fee of $35 will be deducted in approximately equal
amounts from each variable annuity payment made during the year. No Annuity
Account Fee will be deducted from fixed annuity payments. If applicable state
law requires, the $35 Annuity Account Fee will be reduced to a lesser amount.
Prior to the Annuity Date the annual Annuity Account Fee will be waived each
contract year that the Owner's Annuity Account Value equals or exceeds $100,000
on the last Valuation Date of that year.
 
   
  ADMINISTRATIVE FEE. The Company also deducts an administrative fee at the end
of each Valuation Period equal to an annual rate of 0.15% of the daily net
assets of the Variable Account for administrative expenses assumed by the
Company. See "Administrative Fees".
    
 
                                        6
<PAGE>   40
 
   
  RISK CHARGE. The Company deducts a mortality and expense risk charge at the
end of each Valuation Period. The Owner will elect an amount equal to an annual
rate of 1.10% or 1.25% of the daily net assets of the Variable Account for
mortality and expense risks assumed by the Company. See "Charge for Mortality
and Expense Risks". Each mortality and expense risk charge corresponds to a
distinct death benefit. See "Amount of Death Benefit."
    
 
  TAXES. The Company may incur premium, or similar state or local taxes relating
to the Contracts. The Company will deduct any such taxes related to a particular
Contract upon an Owner's surrender, withdrawal, annuitization, or payment of
death benefits. See "Premium Taxes".
 
  CHARGES AGAINST THE FUND. The value of the net assets of the Sub-Accounts of
the Variable Account will reflect the investment advisory fee and other expenses
incurred by the AIM Variable Insurance Funds, Inc. See "Expense Data" below.
 
- --------------------------------------------------------------------------------
 
EXPENSE DATA
 
  The purpose of the following table and Example is to help Owners and
prospective purchasers understand the costs and expenses that are borne,
directly and indirectly, by Owners assuming that all Premium Payments are
allocated to the Variable Account. The table reflects expenses of the Variable
Account as well as of AIM Variable Insurance Funds, Inc. The information set
forth should be considered together with the information provided under the
heading "Contract Charges and Fees", and with the Fund's Prospectus. In addition
to the expenses listed below, premium taxes may be applicable.
 
   
MORTALITY AND EXPENSE RISK CHARGE = 1.10%
    
 
                                   FEE TABLE
 
   
<TABLE>
<CAPTION>
                    AIM V.I.                     AIM                               AIM V.I.    AIM V.I.     AIM
                     CAPITAL     AIM V.I.       V.I.       AIM V.I.      AIM        GROWTH      INTER-      V.I.       AIM
                    APPRECIA-   DIVERSIFIED    GLOBAL     GOVERNMENT     V.I.        AND       NATIONAL    MONEY       V.I.
                      TION        INCOME      UTILITIES   SECURITIES    GROWTH      INCOME      EQUITY     MARKET     VALUE
                      FUND         FUND         FUND         FUND        FUND        FUND        FUND       FUND       FUND
                    ---------   -----------   ---------   ----------   --------   ----------   --------   --------   --------
<S>                 <C>         <C>           <C>         <C>          <C>        <C>          <C>        <C>        <C>
Owner Transaction
  Expenses
  Sales Load on
    Purchases.....       0            0            0            0           0           0           0          0          0
  Maximum deferred
    sales charge
    on withdrawals
    (as a
    percentage of
    Owner's
    Premium
    Payment)(1)...       7%           7%           7%           7%          7%          7%          7%         7%         7%
  Transfer
    fee(2)........       0            0            0            0           0           0           0          0          0
  Annual Annuity
    Account
    Fee(3)........
                        ---------------------------------------------------   $35 per Contract    ---------------------------
 
Separate Account
  Annual Expenses
  (as a percentage
  of average
  separate account
  assets)
  Mortality and
    Expense
    Risk Fee......    1.10%        1.10%        1.10%        1.10%       1.10%       1.10%       1.10%      1.10%      1.10%
  Administrative
    Fee...........    0.15%        0.15%        0.15%        0.15%       0.15%       0.15%       0.15%      0.15%      0.15%
  Other Fees and
    Expenses......       0%           0%           0            0%          0%          0           0%         0%         0%
                       ---          ---          ---          ---         ---         ---         ---        ---        ---
    Total.........    1.25%        1.25%        1.25%        1.25%       1.25%       1.25%       1.25%      1.25%      1.25%
AIM Variable
  Insurance Funds,
  Inc. Annual
  Expenses (as a
  percentage of
  Fund average net
  assets)
  Management
    Fees..........    0.64%        0.60%        0.65%(4)     0.50%       0.65%       0.65%       0.75%      0.40%      0.64%
  Other
    Expenses......    0.09%        0.26%        0.90%        0.41%       0.13%       0.13%       0.21%      0.15%      0.09%
                       ---          ---          ---          ---         ---         ---         ---        ---        ---
    TOTAL.........    0.73%        0.86%        1.55%        0.91%       0.78%       0.78%       0.96%      0.55%      0.73%
</TABLE>
    
 
- ---------------
 
(1) A portion of an Owner's Annuity Account may be withdrawn once each Contract
    Year without the assessment of a withdrawal charge if all Premium Payments
    have not previously been withdrawn. The withdrawal charge on the remaining
    portion is equal to a percentage of the Owner's Premium Payment withdrawn
    and ranges from 7% to 0%, depending upon the length of time between the
    Company's acceptance of the Premium Payment withdrawn and the making of a
    withdrawal. After the Premium Payment has been held by the Company for seven
    years such Premium Payment may be withdrawn without assessment of the
    withdrawal charge.
 
   
(2) Before the Annuity Date, an Owner is limited to twelve transfers each
    Contract Year without the imposition of a transfer fee. The Company reserves
    the right to deduct a transfer fee of up to $10 for each transfer in excess
    of twelve in a Contract Year. Transfers from any Fixed Sub-Account are
    restricted in frequency and amount and may also be subject to a MVA. After
    the Annuity Date, a Payee is limited to three transfers per Contract Year.
    
 
   
(3) Waived for Annuity Account Values of $100,000 or more as determined on the
    last Valuation Date of a Contract Year.
    
 
   
(4) Management fees have been restated to reflect current agreements.
    
 
                                        7
<PAGE>   41
 
  EXAMPLES. A Owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets (and assuming all Premium Payments are
allocated to the Variable Account):
 
   
<TABLE>
<CAPTION>
                                                              1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                              ------    -------    -------    --------
<S>                                                           <C>       <C>        <C>        <C>
1. IF THE CONTRACT IS SURRENDERED AT THE END OF THE
  APPLICABLE TIME PERIOD:
  AIM V.I. Capital Appreciation Fund........................   $80       $124       $161        $237
  AIM V.I. Diversified Income Fund..........................   $82       $128       $168        $250
  AIM V.I. Global Utilities Fund............................   $88       $148       $202        $319
  AIM V.I. Government Securities Fund.......................   $82       $129       $170        $255
  AIM V.I. Growth Fund......................................   $81       $125       $164        $242
  AIM V.I. Growth and Income Fund...........................   $81       $125       $164        $242
  AIM V.I. International Equity Fund........................   $83       $131       $173        $261
  AIM V.I. Money Market Fund................................   $78       $118       $152        $218
  AIM V.I. Value Fund.......................................   $80       $124       $161        $237
2. IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
  ANNUITIZED:
  AIM V.I. Capital Appreciation Fund........................   $21       $ 64       $110        $237
  AIM V.I. Diversified Income Fund..........................   $22       $ 68       $117        $250
  AIM V.I. Global Utilities Fund............................   $29       $ 89       $151        $319
  AIM V.I. Government Securities Fund.......................   $23       $ 70       $119        $255
  AIM V.I. Growth Fund......................................   $21       $ 66       $113        $242
  AIM V.I. Growth and Income Fund...........................   $21       $ 66       $113        $242
  AIM V.I. International Equity Fund........................   $23       $ 71       $122        $261
  AIM V.I. Money Market Fund................................   $19       $ 59       $101        $218
  AIM V.I. Value Fund.......................................   $21       $ 64       $110        $237
</TABLE>
    
 
  The above tables are intended to assist the Owner in understanding the costs
and expenses that will be borne, directly or indirectly, by Premium Payments
allocated to the Variable Account. These include the expenses of AIM Variable
Insurance Funds, Inc. See the Fund Prospectus. In addition to the expenses
listed above, premium taxes may be applicable.
 
  These examples reflect the annual $35 Annuity Account Fee as an annual charge
of .07% of assets, based on an anticipated average Annuity Account Value of
$50,000.
 
  The Examples should not be considered a representation of past or future
expenses, and actual expenses may be greater or lesser than those shown.
 
                                        8
<PAGE>   42
 
   
MORTALITY AND EXPENSE RISK CHARGE = 1.25%
    
 
   
                                   FEE TABLE
    
 
   
<TABLE>
<CAPTION>
                    AIM V.I.                     AIM                               AIM V.I.    AIM V.I.     AIM
                     CAPITAL     AIM V.I.       V.I.       AIM V.I.      AIM        GROWTH      INTER-      V.I.       AIM
                    APPRECIA-   DIVERSIFIED    GLOBAL     GOVERNMENT     V.I.        AND       NATIONAL    MONEY       V.I.
                      TION        INCOME      UTILITIES   SECURITIES    GROWTH      INCOME      EQUITY     MARKET     VALUE
                      FUND         FUND         FUND         FUND        FUND        FUND        FUND       FUND       FUND
                    ---------   -----------   ---------   ----------   --------   ----------   --------   --------   --------
<S>                 <C>         <C>           <C>         <C>          <C>        <C>          <C>        <C>        <C>
Owner Transaction
  Expenses
  Sales Load on
    Purchases.....       0            0            0            0           0           0           0          0          0
  Maximum deferred
    sales charge
    on withdrawals
    (as a
    percentage of
    Owner's
    Premium
    Payment)(1)...       7%           7%           7%           7%          7%          7%          7%         7%         7%
  Transfer
    fee(2)........       0            0            0            0           0           0           0          0          0
  Annual Annuity
    Account
    Fee(3)........
                       -------------------------------------------------------    $35 per Contract    ----------------------
                                                                                                        
Separate Account
  Annual Expenses
  (as a percentage
  of average
  separate account
  assets)
  Mortality and
    Expense
    Risk Fee......    1.25%        1.25%        1.25%        1.25%       1.25%       1.25%       1.25%      1.25%      1.25%
  Administrative
    Fee...........    0.15%        0.15%        0.15%        0.15%       0.15%       0.15%       0.15%      0.15%      0.15%
  Other Fees and
    Expenses......       0%           0%           0            0%          0%          0           0%         0%         0%
                       ---          ---          ---          ---         ---         ---         ---        ---        ---
    Total.........    1.40%        1.40%        1.40%        1.40%       1.40%       1.40%       1.40%      1.40%      1.40%
AIM Variable
  Insurance Funds,
  Inc. Annual
  Expenses (as a
  percentage of
  Fund average net
  assets)
  Management
    Fees..........    0.64%        0.60%        0.65%(4)     0.50%       0.65%       0.65%       0.75%      0.40%      0.64%
  Other
    Expenses......    0.09%        0.26%        0.90%        0.41%       0.13%       0.13%       0.21%      0.15%      0.09%
                       ---          ---          ---          ---         ---         ---         ---        ---        ---
    TOTAL.........    0.73%        0.86%        1.55%        0.91%       0.78%       0.78%       0.96%      0.55%      0.73%
</TABLE>
    
 
- ---------------
 
   
(1) A portion of an Owner's Annuity Account may be withdrawn once each Contract
    Year without the assessment of a withdrawal charge if all Premium Payments
    have not previously been withdrawn. The withdrawal charge on the remaining
    portion is equal to a percentage of the Owner's Premium Payment withdrawn
    and ranges from 7% to 0%, depending upon the length of time between the
    Company's acceptance of the Premium Payment withdrawn and the making of a
    withdrawal. After the Premium Payment has been held by the Company for seven
    years such Premium Payment may be withdrawn without assessment of the
    withdrawal charge.
    
 
   
(2) Before the Annuity Date, an Owner is limited to twelve transfers each
    Contract Year without the imposition of a transfer fee. The Company reserves
    the right to deduct a transfer fee of up to $10 for each transfer in excess
    of twelve in a Contract Year. Transfers from any Fixed Sub-Account are
    restricted in frequency and amount and may also be subject to a MVA. After
    the Annuity Date, a Payee is limited to three transfers per Contract Year.
    
 
   
(3) Waived for Annuity Account Values of $100,000 or more as determined on the
    last Valuation Date of a Contract Year.
    
 
   
(4) Management fees have been restated to reflect current agreements.
    
 
                                        9
<PAGE>   43
 
   
  EXAMPLES. A Owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets (and assuming all Premium Payments are
allocated to the Variable Account):
    
 
   
<TABLE>
<CAPTION>
                                                              1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                              ------    -------    -------    --------
<S>                                                           <C>       <C>        <C>        <C>
1. IF THE CONTRACT IS SURRENDERED AT THE END OF THE
  APPLICABLE TIME PERIOD:
  AIM V.I. Capital Appreciation Fund........................   $82       $128       $169        $252
  AIM V.I. Diversified Income Fund..........................   $83       $132       $175        $266
  AIM V.I. Global Utilities Fund............................   $90       $153       $209        $333
  AIM V.I. Government Securities Fund.......................   $84       $134       $178        $271
  AIM V.I. Growth Fund......................................   $82       $130       $171        $258
  AIM V.I. Growth and Income Fund...........................   $82       $130       $171        $258
  AIM V.I. International Equity Fund........................   $84       $135       $180        $276
  AIM V.I. Money Market Fund................................   $80       $123       $160        $234
  AIM V.I. Value Fund.......................................   $82       $128       $169        $252
2. IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
  ANNUITIZED:
  AIM V.I. Capital Appreciation Fund........................   $22       $ 69       $118        $252
  AIM V.I. Diversified Income Fund..........................   $24       $ 73       $124        $266
  AIM V.I. Global Utilities Fund............................   $30       $ 93       $158        $333
  AIM V.I. Government Securities Fund.......................   $24       $ 74       $127        $271
  AIM V.I. Growth Fund......................................   $23       $ 70       $120        $258
  AIM V.I. Growth and Income Fund...........................   $23       $ 70       $120        $258
  AIM V.I. International Equity Fund........................   $25       $ 76       $129        $276
  AIM V.I. Money Market Fund................................   $20       $ 63       $109        $234
  AIM V.I. Value Fund.......................................   $22       $ 69       $118        $252
</TABLE>
    
 
   
  The above tables are intended to assist the Owner in understanding the costs
and expenses that will be borne, directly or indirectly, by Premium Payments
allocated to the Variable Account. These include the expenses of AIM Variable
Insurance Funds, Inc. See the Fund Prospectus. In addition to the expenses
listed above, premium taxes may be applicable.
    
 
   
  These examples reflect the annual $35 Annuity Account Fee as an annual charge
of .07% of assets, based on an anticipated average Annuity Account Value of
$50,000.
    
 
   
  The Examples should not be considered a representation of past or future
expenses, and actual expenses may be greater or lesser than those shown.
    
 
  OWNER INQUIRIES.  Inquiries from Owners or prospective owners should be
directed to CIGNA Individual Insurance, Annuity & Variable Life Services Center,
Routing S-249, Hartford, CT 06152-2249, Telephone (800) 552-9898.
 
   
  Condensed Financial Information for each of the nine Sub-Accounts for the four
fiscal years ending December 31, 1996, is set forth in Appendix A to this
prospectus.
    
- --------------------------------------------------------------------------------
 
THE PURPOSE OF THIS PROSPECTUS
 
  This Prospectus contains information about the individual and group AIM/CIGNA
Heritage Variable Annuity Contract (the "Contract") which provides fixed or
variable accumulations or a combination of both, and fixed and/or variable
annuity payments starting at the Annuity Date. It describes the Contract's uses
and objectives, its benefits and costs, and the rights and privileges of the
Owner. It also contains information about the Company, the Variable Account, the
Fixed Account and the Fund. It has been carefully prepared in non-technical
language to help you decide whether the purchase of a Contract will fit your
needs. We urge you to read it carefully and retain it for future reference.
- --------------------------------------------------------------------------------
 
THE COMPANY, THE FIXED ACCOUNT, THE VARIABLE ACCOUNT AND THE FUND
 
  THE COMPANY. The Company is a stock life insurance company incorporated in
Connecticut in 1865. Its Executive Office mailing address is Hartford,
Connecticut 06152, Telephone (860) 726-6000. It does business in fifty states,
the District of Columbia and Puerto Rico. The Company issues group and
individual life and health insurance policies and annuities. The Company has
various wholly-owned subsidiaries which are generally engaged in the insurance
business. The Company is a wholly-owned subsidiary of Connecticut General
Corporation, Bloomfield, Connecticut. Connecticut General Corporation is
wholly-owned by CIGNA Holdings Inc., Philadelphia, Pennsylvania which is in turn
wholly-owned by CIGNA Corporation, Philadelphia, Pennsylvania. Connecticut
General Corporation is the holding company of various insurance companies, one
of which is Connecticut General Life Insurance Company.
 
                                       10
<PAGE>   44
 
  THE FIXED ACCOUNT. The Fixed Account is made up of the general assets of the
Company other than those allocated to any separate account. The Fixed Account is
part of the Company's general account. Because of applicable exemptive and
exclusionary provisions, interests in the Fixed Account have not been registered
under the Securities Act of 1933 (the "1933 Act"), and neither the Fixed Account
nor the Company's general account has been registered under the Investment
Company Act of 1940 (the "1940 Act"). Therefore, neither the Fixed Account nor
any interest therein is generally subject to regulation under the provisions of
the 1933 Act or the 1940 Act. Accordingly, the Company has been advised that the
staff of the Commission has not reviewed the disclosure in this Prospectus
relating to the Fixed Account.
 
  The initial Premium Payment and any subsequent Premium Payment(s) will be
allocated to Sub-Accounts available in connection with the Fixed Account to the
extent elected by the Owner at the time such payment is made. In addition, all
or part of the Owner's Annuity Account Value may be transferred to such
Sub-Accounts available under the Contract as described under "Transfer
Privilege." Instead of the Owner assuming all of the investment risk as is the
case for Premium Payments allocated to the Variable Account, the Company
guarantees it will credit a specified minimum interest rate to amounts allocated
to the Fixed Account.
 
  Assets supporting amounts allocated to Sub-Accounts within the Fixed Account
become part of the Company's general account assets and are available to fund
the claims of all creditors of the Company. All of the Company's general account
assets will be available to fund benefits under the Contracts. The Owner does
not participate in the investment performance of the assets of the Fixed Account
or the Company's general account. Instead, a specified rate of interest,
declared in advance, is credited to amounts allocated to the Fixed Account. This
rate is guaranteed to be at least 3% per year. The Company may credit interest
at a rate in excess of 3% per year; however, the Company is not obligated to
credit any interest in excess of 3% per year.
 
  The Company will invest the assets of the general account in those assets
chosen by the Company and allowed by applicable state laws regarding the nature
and quality of investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular type of
investment. In general, these laws permit investments, within specified limits
and subject to certain qualifications, in federal, state and municipal
obligations, corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments.
 
  If the Owner maintains Annuity Account Values within a Fixed Account
Sub-Account for the duration of the Sub-Account's Guaranteed Period, the Company
guarantees that it will credit interest at the guaranteed rate specified for the
Sub-Account. In the event the Owner withdraws any amount from the Sub-Account
prior to the expiration of the Sub-Account's Guaranteed Period for any reason,
the withdrawn amount is subjected to a MVA (see "Market Value Adjustment") and a
withdrawal charge, if applicable. The Company guarantees, however, that an Owner
will be credited with interest at a rate of not less than 3% per year,
compounded annually, on amounts allocated to any Fixed Account Sub-Account under
the Contracts, regardless of any application of the MVA (that is, the MVA will
not reduce the amount available for withdrawal or transfer to an amount less
than the initial amount allocated or transferred to the Fixed Account
Sub-Account plus interest of 3% per year). The application of any withdrawal
charge may cause the amount realized to be less than the net interest credited
at 3% per year. The Company reserves the right to defer the payment or transfer
of amounts withdrawn from the Fixed Account for a period not to exceed six (6)
months from the date a proper request for such withdrawal or transfer is
received by the Company.
 
  THE VARIABLE ACCOUNT. The basic objective of a variable annuity contract is to
provide variable accumulation of Premium Payments which will be to some degree
responsive to changes in the economic environment, including inflationary forces
and changes in rates of return available from various types of investments. The
Contracts are designed to seek to accomplish this objective by providing that
Annuity Account Values and/or Variable Annuity payments will reflect the
investment performance of the Sub-Accounts of the Variable Account with respect
to amounts allocated to Sub-Accounts of the Variable Account. (See "Annuity
Options".) Since Sub-Accounts of the Variable Account are always fully invested
in shares of corresponding portfolios of the Fund, their investment performance
reflects the investment performance of those portfolios. Values of Fund shares
held by the Variable Account fluctuate and are subject to the risks of changing
economic conditions as well as the risk inherent in the ability of the Fund's
management to make necessary changes in its portfolios to anticipate changes in
economic conditions. Therefore, the Owner bears the entire investment risk that
the basic objectives of the Contract may not be realized and that the adverse
effects of inflation may not be lessened. There can be no assurance that the
total surrender proceeds or the aggregate amount of annuity payments will equal
or exceed the Premium Payments made with respect to a particular Owner's Annuity
Account.
 
  The CG Variable Annuity Separate Account (the "Variable Account") was
established by the Company as a separate account on May 15, 1992 pursuant to a
resolution of its Board of Directors. Under Connecticut insurance law, 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
Contracts described in this Prospectus. Although that portion of the assets
maintained in the Variable Account equal to the reserves and other contract
liabilities with respect to 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 Contracts, including the promise to make annuity
payments, are general corporate obligations of the Company.
 
  The Variable Account is registered with the Commission as a unit investment
trust under the Act and meets the definition of a separate account under the
federal securities laws. Registration with 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.
 
                                       11
<PAGE>   45
 
  The assets of the Variable Account are divided into Sub-Accounts. Each
Sub-Account invests exclusively in shares of a specific portfolio of the Fund.
All amounts allocated to the Variable Account will be used to purchase Fund
shares as designated by the Owner at their net asset value. Any and all
distributions made by the Fund with respect to the shares held by the Variable
Account will be reinvested to purchase additional shares at their net asset
value. Deductions from the Variable Account for cash withdrawals, annuity
payments, death benefits, annuity account fees, and any applicable taxes will,
in effect, be made by redeeming the number of Fund shares at their net asset
value equal in total value to the amount to be deducted. (The Variable Account
will purchase and redeem Fund shares on an aggregate basis.) The Variable
Account will be fully invested in Fund shares at all times.
 
  AIM VARIABLE INSURANCE FUNDS, INC. AIM Variable Insurance Funds, Inc. (the
"Fund") is an open-end investment management company registered under the Act.
Shares of the various portfolios of the Fund may be sold to other separate
accounts established by the Company or by other insurance companies to fund
other variable annuity or variable life insurance contracts. A I M Advisors,
Inc., ("AIM") the Fund's investment adviser, its affiliates, and any insurance
companies with separate accounts investing in the Fund will be responsible for
reporting to the Fund's Board of Directors any potential or existing conflicts
between the interests of variable annuity contract owners/participants and the
interests of owners of variable life insurance contracts that provide for
investment in shares of the Fund. The Board of Directors, a majority of whom are
not "interested persons" of the Fund, as that term is defined in the Act, also
will monitor the Fund to identify the existence of any such irreconcilable
material conflicts and to determine what action, if any, should be taken by the
Fund and/or AIM, and its affiliates (see "Management of the Fund" in the Fund
Prospectus).
 
  The Fund is currently composed of nine independent portfolios of securities,
each of which has separate investment objectives and policies. Shares of the
Fund are issued in nine series, each corresponding to one of the portfolios.
Additional portfolios may be added to the Fund which may or may not be available
for investment by the Variable Account.
 
  AIM V.I. CAPITAL APPRECIATION FUND ("CAPITAL APPRECIATION FUND") is a
diversified portfolio which seeks to provide capital appreciation through
investments in common stocks, with emphasis on medium-sized and smaller emerging
growth companies.
 
  AIM V.I. DIVERSIFIED INCOME FUND ("DIVERSIFIED INCOME FUND") is a diversified
portfolio which seeks to achieve a high level of current income primarily by
investing in a diversified portfolio of foreign and U.S. government and
corporate debt securities, including lower rated high yield debt securities
(commonly known as "junk bonds").
 
  AIM V.I. GLOBAL UTILITIES FUND ("GLOBAL UTILITIES FUND"), formerly AIM V.I.
Utilities Fund, is a non-diversified portfolio which seeks to achieve a high
level of current income, and as a secondary objective capital appreciation, by
investing primarily in common and preferred stocks of public utility companies
(either domestic or foreign).
 
  AIM V.I. GOVERNMENT SECURITIES FUND ("GOVERNMENT FUND") is a diversified
portfolio which seeks to achieve a high level of current income consistent with
reasonable concern for safety of principal by investing in debt securities
issued, guaranteed or otherwise backed by the U.S. Government.
 
  AIM V.I. GROWTH FUND ("GROWTH FUND") is a diversified portfolio which seeks to
provide growth of capital through investments primarily in common stocks of
leading U.S. companies considered by AIM to have strong earnings momentum.
 
  AIM V.I. GROWTH AND INCOME FUND ("GROWTH & INCOME FUND") is a diversified
portfolio which seeks to provide growth of capital, with current income as a
secondary objective by investing primarily in dividend paying common stocks
which have prospects for both growth of capital and dividend income.
 
  AIM V.I. INTERNATIONAL EQUITY FUND ("INTERNATIONAL FUND") is a diversified
portfolio which seeks to provide long-term growth of capital by investing in
international equity securities, the issuers of which are considered by AIM to
have strong earnings momentum.
 
  AIM V.I. MONEY MARKET FUND ("MONEY MARKET FUND") is a diversified portfolio
which seeks to provide as high a level of current income as is consistent with
the preservation of capital and liquidity by investing in a diversified
portfolio of money market instruments.
 
  AIM V.I. VALUE FUND ("VALUE FUND") is a diversified portfolio which seeks to
achieve long-term growth of capital by investing primarily in equity securities
judged by AIM to be undervalued relative to the current or projected earnings of
the companies issuing the securities, or relative to current market values of
assets owned by the companies issuing the securities or relative to the equity
markets generally. Income is a secondary objective.
 
  AIM is paid fees by the Fund for its services pursuant to an investment
advisory agreement. AIM, a Delaware corporation, also serves as investment
adviser to each of the funds in The AIM Family of Funds(R), and to certain other
investment companies. AIM operates as an autonomous organization and the
obligation of performance with respect to the investment advisory agreement is
solely that of AIM. The Company undertakes no obligation in this respect.
 
  THERE IS NO ASSURANCE THAT ANY SERIES WILL ACHIEVE ITS STATED OBJECTIVE. A
more detailed description of the Fund, its investment objectives, policies and
restrictions and expenses may be found in the accompanying current Prospectus of
the Fund and in the Fund's Statement of Additional Information. Information
contained in the Fund's Prospectus should be read carefully before allocating
Premium Payments or making transfers to a Sub-Account of the Variable Account.
 
                                       12
<PAGE>   46
 
- --------------------------------------------------------------------------------
 
PREMIUM PAYMENTS AND ANNUITY ACCOUNT VALUES DURING ACCUMULATION PERIOD
 
   
  PREMIUM PAYMENTS. All initial and subsequent Premium Payments are to be paid
to an authorized agent of the Company or to the Company. The Company will not
accept an initial Premium Payment from a Owner which is less than $2,000. In
addition, any allocation of such initial Premium Payment must be in minimum
amounts of $2,000 per Fixed Account Sub-Account and $100 per Variable Account
Sub-Account. The Company will accept subsequent Premium Payments in minimum
amounts of $2,000 (for amounts to be allocated to each Fixed Account
Sub-Account) and $100 (for amounts to be allocated to each Variable Account Sub-
Account). The Company may reduce the minimum Premium Payment requirements under
group contracts where Premium Payments are made by each Owner through employee
payroll deduction. The Company may also reduce the minimum Premium Payment
requirements for Owners who use the Contract under a program which qualifies
under Section 403 or 408 of the Code. The prior approval of the Company is
required before it will accept any Premium Payment in excess of $1,000,000.
    
 
  A completed Contract Application, if required, or Order to Purchase and the
Initial Premium Payment must be received by the Company for acceptance. Upon
acceptance, the Contract is issued to the Owner and the Initial Premium Payment
is then credited to the Owner's Annuity Account. An Initial Premium Payment must
be credited within two business days of receipt by the Company of a completed
Contract Application or Order to Purchase containing information sufficient to
issue the Contract. The Company may retain the Premium Payment for up to five
business days while attempting to obtain any missing information. If sufficient
information is not obtained within five business days of receipt of the Premium
Payment, the prospective Owner will be informed of the reasons for the delay and
the Premium Payment will be returned immediately unless the prospective Owner
specifically consents to the Company's retaining the Premium Payment until
sufficient information is obtained.
 
  Subsequent Premium Payments are also forwarded to the Company for acceptance.
Upon acceptance, the Premium Payment is credited to the Owner's Annuity Account.
A subsequent Premium Payment received by the Company prior to the closing time
of the New York Stock Exchange (currently 4 p.m. Eastern Time) will be applied
on the same day of receipt.
 
  An Owner, or Annuitant if the Owner is a non-natural person, may be no more
than 85 years of age on the Date of Issue. The Company reserves the right in its
sole discretion not to accept a Premium Payment. In addition, the payment by the
Company of any amount under the Contract which is derived, all or in part, from
any Premium Payment paid to the Company by check or draft may be postponed until
such time as the Company determines the check or draft has been honored.
 
  OWNER'S ANNUITY ACCOUNT. The Company will establish an Owner's Annuity Account
upon its acceptance of an initial Premium Payment. Each subsequent Premium
Payment under the Contract will be credited to the Owner's Annuity Account. The
Company will maintain the Annuity Account for the Owner during the Accumulation
Period. The Contract's Annuity Account Value for any Valuation Period is equal
to the sum of the variable accumulation value, if any, plus the fixed
accumulation value, if any, of the Annuity Account for that Valuation Period.
 
   
  ANNUITY ACCOUNT CONTINUATION. The Annuity Account shall be continued
automatically in full force for the Owner until the earliest of: (1) the Annuity
Date; (2) all death benefits under the Contract are paid; (3) the Contract is
surrendered; and (4) the Annuity Account Value no longer meets the requirements
specified in the "Minimum Value Requirement." Cash withdrawals may cause the
Annuity Account to be discontinued by the Company.
    
 
   
  ALLOCATION OF PREMIUM PAYMENT(S). The Initial Premium Payment and any
Subsequent Premium Payment(s) will be allocated among the Sub-Accounts available
in connection with the Fixed Account or the Variable Account, or to a
combination of both as specified by the Owner. Subject to the $2,000 Fixed
Account Sub-Account and $100 Variable Account Sub-Account minimum allocations
specified above (see "Premium Payments"), the Company will allocate the Initial
Premium Payment as specified by the Owner. Subsequent Premium Payments will also
be allocated as initially specified by the Owner unless the Company receives
different allocation instructions in writing from the Owner. Allocations to
multiple Sub-Accounts will be made in whole percentages. At this time, no more
than 18 Fixed Account and Variable Account Sub-Accounts may be opened during the
life of the Contract. The Company may expand this number at a future date. If
applicable allocation instructions would result in an allocation to a Fixed
Account Sub-Account that does not meet the $2,000 minimum, then the Company will
promptly seek further instructions from the Owner regarding allocation of the
premium. Until such instructions are received, the Company will allocate such
Premium Payments to the AIM V.I. Money Market Fund. In certain states, with
respect to Premium Payments received before or during the Right to Examine
Contract period and allocated to the Variable Account, the Company will allocate
such Premium Payments to the AIM V.I. Money Market Fund during the Right to
Examine Contract period (see "Right to Examine Contract"). After expiration of
this period the Company will allocate the initial Premium Payment as specified
by the Owner (see "Right to Examine Contract")
    
 
  FIXED ACCUMULATION VALUE. The fixed accumulation value of a Owner's Annuity
Account, if any, for any Valuation Period is equal to the sum of the values of
all Fixed Account Sub-Accounts credited to the Annuity Account for such
Valuation Period.
 
  GUARANTEED PERIODS. The Owner may elect to allocate Premium Payments to one or
more Sub-Accounts within the Fixed Account. Each Sub-Account will maintain a
Guaranteed Period with a duration ranging from one to ten years. The duration of
the Guaranteed Period will affect the Guaranteed Interest Rate of the
Sub-Account. Initial Premium Payments and Subsequent Premium Payments, or
portions thereof, and transfer amounts allocated to a Fixed Account Sub-Account,
less any amounts subsequently withdrawn, will earn interest at the Guaranteed
Interest Rate during the particular Sub-Account's Guaranteed Period unless with-
 
                                       13
<PAGE>   47
 
drawn prior to the end of the Guaranteed Period. Initial Sub-Account Guaranteed
Periods begin on the date a Premium Payment is accepted or, in the case of a
transfer, on the effective date of the transfer, and end on the number of
calendar years in the Sub-Account's Guaranteed Period elected from the date on
which the amount was allocated to the Sub-Account (the "Expiration Date"). Any
portion of the Annuity Account Value allocated to a specific Sub-Account with a
specified Expiration Date (including interest earned thereon) will be referred
to herein as a "Guaranteed Period Amount." Interest will be credited daily at a
rate equivalent to the compound annual rate. As a result of renewals and
transfers of portions of the Annuity Account Value described under "Transfer
Privilege" below, which will begin new Sub-Account Guaranteed Periods, amounts
allocated to Sub-Accounts of the same duration may have different Expiration
Dates. Thus each Guaranteed Period Amount will be treated separately for
purposes of determining any applicable Market Value Adjustment (see "MVA").
 
   
  The Company will notify the Owner in writing prior to the Expiration Date for
any Guaranteed Period Amount. A new Sub-Account Guaranteed Period of the same
duration as the previous Sub-Account Guaranteed Period will commence
automatically at the end of the previous Guaranteed Period unless the Company
receives, following such notification but prior to the end of such Guaranteed
Period, a written election by the Owner to transfer the Guaranteed Period
Amount, in accordance with the Transfer Privilege provision, to a different
Fixed Account Sub-Account or to a Variable Account Sub-Account from among those
being offered by the Company at such time. Transfers of any Guaranteed Period
Amount which become effective upon the expiration of the applicable Guaranteed
Period are not subject to the twelve transfers per Contract Year limitations or
the additional Fixed Account Sub-Account transfer restrictions (see "Transfer of
Annuity Account Values between Sub-Accounts").
    
 
  GUARANTEED INTEREST RATES. The Company periodically will establish an
applicable Guaranteed Interest Rate for each of the Sub-Account Guaranteed
Periods within the Fixed Account. Guaranteed Interest Rates offered at any time
may be changed by the Company depending on interest rates on investments
available to the Company and other factors as described below, but once
established, rates will be guaranteed for the entire duration of the
Sub-Account's respective Guaranteed Period. However, any amount withdrawn from
the Sub-Account may be subject to any applicable withdrawal charges, Annuity
Account Fees, MVA, premium taxes or other fees. Amounts transferred out of a
Fixed Account Sub-Account prior to the end of the Guaranteed Period will be
subject to the MVA.
 
  The Guaranteed Interest Rate will not be less than 3% per year compounded
annually, regardless of any application of the MVA. The Company has no specific
formula for determining the rate of interest that it will declare as a
Guaranteed Interest Rate, as these rates will be reflective of interest rates
available on the types of debt instruments in which the Company intends to
invest amounts allocated to the Fixed Account (see "The Fixed Account"). In
addition, the Company's management may consider other factors in determining
Guaranteed Interest Rates for a particular Sub-Account including: regulatory and
tax requirements; sales commissions and administrative expenses borne by the
Company; general economic trends; and competitive factors. There is no
obligation to declare a rate in excess of 3%; the Owner assumes the risk that
declared rates will not exceed 3%. The Company has complete discretion to
declare any rate of at least 3%, regardless of market interest rates, the
amounts earned by the Company on its investments, or any other factors.
 
  VARIABLE ACCUMULATION VALUE. The variable accumulation value of an Owner's
Annuity Account, if any, for any Valuation Period is equal to the sum of the
value of all Variable Accumulation Units credited to the Owner's Annuity Account
for such Valuation Period.
 
  CREDITING VARIABLE ACCUMULATION UNITS. Upon the Company's acceptance of an
Initial Premium Payment and any Subsequent Premium Payment(s), all or that
portion, if any, of the Premium Payment(s) to be allocated to any Sub-Accounts
in accordance with the allocation factors will be credited to the Owner's
Annuity Account in the form of Variable Accumulation Units. The number of
particular Variable Accumulation Units to be credited is determined by dividing
the dollar amount allocated to the particular Sub-Account by the Variable
Accumulation Unit value for the particular Sub-Account for the Valuation Period
during which the Premium Payment is received at the Annuity & Variable Life
Services Center and accepted. Subsequent Premium Payments are applied upon
receipt.
 
  VARIABLE ACCUMULATION UNIT VALUE. The Variable Accumulation Unit value for
each Sub-Account was established at $10 for the first Valuation Period of the
particular Sub-Account. The Variable Accumulation Unit value for the particular
Sub-Account for any subsequent Valuation Period is determined by multiplying the
Variable Accumulation Unit value for the particular Sub-Account for the
immediately preceding Valuation Period by the Net Investment Factor for the
particular Sub-Account for such subsequent Valuation Period. The Variable
Accumulation Unit value for each Sub-Account for any Valuation Period is the
value determined as of the end of the particular Valuation Period and such value
may increase, decrease or remain the same from Valuation Period to Valuation
Period in accordance with the Net Investment Factor. The Net Investment Factor
is an index applied to measure the investment performance of a Variable Account
Sub-Account from one Valuation Period to the next. For a description of the Net
Investment Factor and a hypothetical example of the calculation of the value of
a Variable Accumulation Unit, see the Statement of Additional Information. The
investment performance of the portfolio of the Fund corresponding to the
applicable Sub-Account, expenses, and the deduction of certain charges affect
the Variable Accumulation Unit Value.
 
OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS
 
  The Owner may elect to enroll in either of the following programs. However,
both programs cannot be in effect at the same time.
 
                                       14
<PAGE>   48
 
  DOLLAR COST AVERAGING. Dollar Cost Averaging is a program which, if elected by
the Owner, systematically allocates specified dollar amounts from the Money
Market Sub-Account or the One-Year Fixed Account Sub-Account to one or more of
the Contract's Variable Account Sub-Accounts at regular intervals as elected by
the Owner. By allocating on a regularly scheduled basis as opposed to allocating
the total amount at one particular time, an Owner may be less susceptible to the
impact of market fluctuations.
 
   
  Dollar Cost Averaging may be selected by establishing a Money Market
Sub-Account of at least $1,000 or a One-Year Fixed Account Sub-Account value of
at least $2,000. The minimum amount per month to allocate is $50 (subject to the
18 Sub-Account limitation described under "Allocation of Premium Payments"
above). Enrollment in this program may occur at any time by calling the Annuity
& Variable Life Services Center or by providing the information requested on the
Dollar Cost Averaging election form to the Company and ensuring that sufficient
value is in the Money Market Sub-Account or the One-Year Fixed Account
Sub-Account. Transfers from any Fixed Account Sub-Account other than from the
One-Year Fixed Account Sub-Account are not permitted under Dollar Cost
Averaging. The Company may, at its sole discretion, waive Dollar Cost Averaging
minimum deposit and transfer requirements.
    
 
   
  Dollar Cost Averaging will terminate without further notice to Owner when any
of the following occurs: (1) the number of designated transfers has been
completed; (2) the value of the Money Market Sub-Account or the One-Year Fixed
Account Sub-Account is insufficient to complete the next transfer; (3) the Owner
requests termination by telephone or in writing and such request is received at
least one week prior to the next scheduled transfer date to take effect that
month; or (4) the Contract is surrendered. If Dollar Cost Averaging is
terminated pursuant to (1), (2), or (3), the Owner may be eligible to re-enroll
by following the enrollment and eligibility procedures set forth above.
    
 
   
  The Dollar Cost Averaging program is not available following the Annuity Date.
There is no current charge for Dollar Cost Averaging but the Company reserves
the right to charge for this program. The MVA does not apply to Dollar Cost
Averaging.
    
 
  The Company does not control the Fund and cannot guarantee that it or any
Series thereunder will accept transfers under the Dollar Cost Averaging program.
Therefore, the Company reserves the right to discontinue or change this program
at any time. THERE IS NO GUARANTEE THAT THE DOLLAR COST AVERAGING PROGRAM WILL
RESULT IN ANNUITY ACCOUNT VALUES WHICH EQUAL OR EXCEED ANY INITIAL PREMIUM
PAYMENT OR SUBSEQUENT PREMIUM PAYMENT MADE. The Dollar Cost Averaging program
may not achieve its objective. There is no guarantee that the program will
result in a profit, or protect against loss, nor is there any guarantee that it
produces better results than a single lump-sum investment.
 
  AUTOMATIC REBALANCING.  Automatic Rebalancing is an option which, if elected
by the Owner, periodically restores to a pre-determined level the percentage of
Contract Value allocated to each Variable Account Sub-Account (e.g. 20% Money
Market, 50% Growth, 30% Utilities). This pre-determined level will be the
allocation initially selected when the Contract was purchased, unless
subsequently changed. The Automatic Rebalancing allocation may be changed at any
time by submitting a request to the Company.
 
   
  If Automatic Rebalancing is elected, all Premium Payments allocated to the
Variable Account Sub-Accounts must be subject to Automatic Rebalancing. The
Fixed Account Sub-Accounts are not available for Automatic Rebalancing.
    
 
   
  Automatic Rebalancing may take place on either a quarterly, semi-annual or
annual basis (all relative to the Contract Anniversary), as selected by the
Owner. Once the rebalancing option is activated, any Variable Account
Sub-Account transfers executed outside of the rebalancing option will terminate
the Automatic Rebalancing option. Any subsequent premium payment or withdrawal
that modifies the net account balance within each Variable Account Sub-Account
may also cause termination of the Automatic Rebalancing option. Any such
termination will be confirmed to the Owner. The Owner may terminate the
Automatic Rebalancing option or re-enroll at any time by calling or writing the
Annuity & Variable Life Services Center.
    
 
  The Automatic Rebalancing program is not available following the Annuity Date.
There is no current charge for Automatic Rebalancing but the Company reserves
the right to charge for this program.
 
   
TRANSFER OF ANNUITY ACCOUNT VALUES BETWEEN SUB-ACCOUNTS.
    
 
   
  ACCUMULATION PERIOD. During the Accumulation Period, the Owner may, upon
request, transfer all or part of any of the Owner's Annuity Account Value in a
Sub-Account to one or more Sub-Accounts without the imposition of any fee or
charge if there have been no more than twelve transfers made in the Contract
Year. For additional transfers, the Company reserves the right to deduct a
transfer fee of up to $10 (see "Transfer Fee"). This Contract is not designed
for professional market timing organizations or other entities using programmed
and frequent transfers. Repeated patterns or frequent transfers are disruptive
to the operation of the Sub-Accounts, and should the Company become aware of
such disruptive practices, the Company may refuse to permit more than 12
transfers in any year and may modify the transfer provisions of the Contract.
    
 
   
  All transfers are subject to the following:
    
 
   
          (1) The deduction of any transfer fee that may be imposed. The
     transfer fee will be deducted from the amount which is transferred if the
     entire amount in the Sub-Account is being transferred, otherwise from the
     Sub-Account from which the transfer is made.
    
 
                                       15
<PAGE>   49
 
   
          (2) The minimum amount which may be transferred from and to any
     Variable Account Sub-Account and from any Fixed Account Sub-Account is the
     lesser of (i) $100; or (ii) the Owner's entire interest in the Sub-Account.
     The Company, at its sole discretion may waive these minimum requirements.
    
 
   
          (3) The minimum amount which may be transferred into any Fixed Account
     Sub-Account is $2,000.
    
 
   
          (4) No partial transfer will be made if the Owner's remaining Annuity
     Account Value in the Sub-Account will be less than $2,000 per Fixed Account
     Sub-Account or $50 per Variable Account Sub-Account.
    
 
   
          (5) No transfers are permitted during the Right to Examine period.
    
 
   
          (6) Transfer requests in writing must be in a form acceptable to the
     Company. Telephone transfers will be allowed unless the Owner expressly
     declines this privilege in the Contract Application.
    
 
   
          (7) The Company reserves the right at any time and without prior
     notice to any party to restrict the transfer privilege in any way or to
     eliminate it entirely.
    
 
   
  All transfers from any Fixed Account Sub-Account are subject to the following
additional conditions:
    
 
   
          (1) An Owner may make only one transfer from each Fixed Account
     Sub-Account in any Contract Year.
    
 
   
          (2) The amount transferred from any Fixed Account Sub-Account may not
     exceed 15% of the Annuity Account Value in the Sub-Account on the effective
     date of the transfer.
    
 
   
          (3) Transfers of all or any portion of any Fixed Account Sub-Account
     values (other than transfers pursuant to the Dollar Cost Averaging program)
     may be subject to any applicable MVA.
    
 
   
          (4) Transfers of all or any portion of any Guaranteed Period Amount
     will be subject to any applicable MVA unless the transfer becomes effective
     upon the Expiration Date of such Guaranteed Period. Amounts transferred
     into a Fixed Account Sub-Account will earn interest at the Guaranteed
     Interest Rate declared by the Company for that Guaranteed Period as of the
     effective date of the transfer (subject to any future MVA).
    
 
   
          (5) The Company reserves the right to defer transfer of amounts from
     any Fixed Account Sub-Account for up to six months after the date of
     receipt by the Company of the transfer request.
    
 
  The Company will take the following procedures to confirm that instructions
communicated by telephone are genuine. Before a service representative accepts
any request, the caller will be asked for specific information to validate the
request. All calls will be recorded. All transactions performed will be
confirmed by the Company in writing. The Company is not liable for any loss,
cost or expense for acting on telephone instructions which are believed to be
genuine in accordance with these procedures.
 
   
  Transfers involving Variable Account Sub-Accounts shall be subject to such
terms and conditions as may be imposed by the Fund. A transfer from a
Sub-Account of the Variable Account will be effective on the date the request
for transfer is received by the Company, provided such request is received by
the Company prior to 4:00 p.m. Eastern Time on a day which the New York Stock
Exchange is open for business and trading has not been suspended. Otherwise, the
transfer will become effective the next succeeding day upon which the New York
Stock Exchange is open for business and trading has not been suspended. Under
current law, there will not be any tax liability to the Owner for making a
transfer.
    
 
  ANNUITY PERIOD. After the Annuity Date the Payee may, by filing a request in
writing with the Company, exchange the value of a designated number of Annuity
Units of particular Variable Sub-Accounts then credited under the Contract into
other Annuity Units, the value of which would be such that the dollar amount of
an annuity payment made on the date of the exchange would be unaffected by the
exchange. Each Payee is limited to three exchanges per Contract Year after the
Annuity Date, and such exchanges may be made only between Variable Account
Sub-Accounts. Exchanges will be made using the Annuity Unit values for the
Valuation Period during which any request for exchange is received by the
Company.
- --------------------------------------------------------------------------------
 
                        DISTRIBUTIONS UNDER THE CONTRACT
 
  CASH WITHDRAWALS. At any time prior to the Annuity Date and during the
lifetime of the Owner, or of the Annuitant if the Owner is a nonnatural person,
an Owner may elect to receive a cash withdrawal payment from the Company. Any
such withdrawal from the Variable Account will be effective on the date that it
is received by the Company and will be processed within seven days of the
Company's receipt of such request, except as the Company may be permitted to
defer such payment in accordance with the Act and applicable state insurance
law.
 
  The Owner may request a full surrender (see "Surrender of the Contracts") or a
partial cash withdrawal. A request for a partial withdrawal will result in the
cancellation of a portion of the Owner's Annuity Account Value equal to the
dollar amount of the cash withdrawal payment, plus or minus any applicable MVA
plus any applicable withdrawal charge and premium taxes. The Company, upon
request, will advise the Owner of the amounts that would be payable in the event
of a full surrender or partial withdrawal.
 
                                       16
<PAGE>   50
 
   
  When electing such a partial withdrawal, the Owner must instruct the Company
as to: 1) the amount to be withdrawn; and 2) the Sub-Account(s) from which the
withdrawal shall occur. Partial withdrawals may not reduce the Total Annuity
Account Value below $1,000. In the event the Owner does not specify the
Sub-Account(s) from which the withdrawal shall occur, the Company will withdraw
the requested amount pro-rata from each Sub-Account maintained by the Owner. If
such a pro-rata withdrawal reduces the value of any Fixed Account Sub-Account
balance below $2,000 and/or any Variable Account Sub-Account balance below $50,
the Company reserves the right to transfer the value of those Sub-Accounts to
that Variable Account Sub-Account of the Owner maintaining the highest value, or
to the Fixed Account if there is no Variable Account Sub-Account maintaining a
balance greater than $50.
    
 
  ALL CASH WITHDRAWALS FROM ANY FIXED ACCOUNT SUB-ACCOUNT WILL BE SUBJECT TO THE
MVA, EXCEPT THOSE WHICH BECOME EFFECTIVE UPON THE EXPIRATION DATE OF SUCH
SUB-ACCOUNT'S GUARANTEED PERIOD. If an Owner makes a partial cash withdrawal,
the Company will assess any applicable withdrawal charge, MVA, and premium taxes
pro rata against the amounts remaining in each Sub-Account to which an Owner's
Annuity Account is allocated. If a full Surrender of the Contract is requested
by the Owner, the Company will assess any applicable withdrawal charges, MVA,
Annuity Account Fee, and premium taxes against the amount withdrawn. See
"Contract Charges and Fees". The Annuity Account Fee and any applicable MVA will
be deducted from the Annuity Account before the application of any withdrawal
charge.
 
  The Company reserves the right to defer the payment of amounts withdrawn or
transferred from the Fixed Account for a period not to exceed six (6) months
from the date written request for such withdrawal or transfer is received by the
Company. (See "Deferral of Payment.")
 
  Cash withdrawals from a Variable Account Sub-Account will result in the
cancellation of Variable Accumulation Units attributable to the Owner's Annuity
Account with an aggregate value on the effective date of the withdrawal equal to
the total amount by which the Annuity Account Value is reduced (which amount
will include any applicable withdrawal charge). The cancellation of such units
will be based on the Variable Accumulation Unit values of the Variable Account
Sub-Accounts at the end of the Valuation Period during which the cash withdrawal
request is received.
 
  A cash withdrawal may have federal income tax consequences. See "Federal Tax
Matters".
 
   
  MINIMUM VALUE REQUIREMENT. If a partial withdrawal is requested which would
cause an Owner's Annuity Account Value to fall to less than $1,000, then the
partial withdrawal will be treated as a request for a full surrender. In
addition, the Company will terminate a Contract and pay the Owner as if the
Contract was surrendered if no Premium Payments are made to the Company under
the Contract for three consecutive years and the Annuity Account Value has
fallen below $1,000 during this period. Prior to exercising this right to
terminate, the Company will provide the Owner with thirty (30) days notice and
the opportunity to make an additional Premium Payment to increase the Annuity
Account Value above the minimum amount. On termination, the Owner will receive
the amount which would have been paid had the Contract been fully surrendered.
The Company also reserves the right to transfer any Fixed Account Sub-Account
balance which has a value below $2,000 and any Variable Account Sub-Account
balance which has a value below $50 to that Variable Account Sub-Account of the
Owner maintaining the highest value or to the Fixed Account if there is no
Variable Account Sub-Account maintaining a balance greater than $50.
    
 
  SECTION 403(B) ANNUITIES. The Code imposes restrictions on cash withdrawals
from Contracts used with Section 403(b) Annuities. In order for these Contracts
to receive tax deferred treatment, the Contract must provide that cash
withdrawals of amounts attributable to salary reduction contributions (other
than withdrawals of accumulation account value as of December 31, 1988
("Pre-1989 Salary Reduction Account Value")) may be made only when the Owner
attains age 59 1/2, separates from service with the employer, dies or becomes
disabled (within the meaning of Section 72(m)(7) of the Code). These
restrictions apply to any growth or interest on or after January 1, 1989 on
Pre-1989 Salary Reduction Account Value(s), salary reduction contributions made
on or after January 1, 1989, and any growth or interest on such contributions
("Restricted Annuity Account Value(s)").
 
  Withdrawals of Restricted Annuity Account Value(s) are also permitted in cases
of financial hardship, but only to the extent of contributions; earnings on
contributions cannot be withdrawn for hardship reasons. Hardship (and other)
withdrawals may be subject to a 10% tax penalty, in addition to any withdrawal
charge, MVA, Annuity Account Fee, and premium taxes applicable under the
Contract.
 
  Under the terms of a particular Section 403(b) plan, the Owner may be entitled
to transfer all or a portion of the Annuity Account Value to one or more
alternative funding options. An Owner should consult the documents governing his
or her plan and the person who administers the plan for information as to such
investment alternatives.
 
  With respect to these restrictions on withdrawals from the Variable Account,
the Company is relying upon a no-action letter dated November 28, 1988 from the
staff of the Commission to the American Council of Life Insurance, the
requirements for which have been or will be complied with by the Company.
 
                                       17
<PAGE>   51
 
- --------------------------------------------------------------------------------
 
                                 DEATH BENEFITS
 
   
  DEATH BENEFIT PROVIDED BY THE CONTRACTS. In the event of the death of any
Owner prior to the Annuity Date, the Company will pay a death benefit to the
Beneficiary upon receipt of due proof of death of the Owner. If there is no
designated Beneficiary living on the date of death of the deceased Owner, the
Company will, upon receipt of due proof of death of both the deceased Owner and
the designated Beneficiary, pay the death benefit in one lump sum to the
deceased Owner's estate. If the death of any Annuitant occurs on or after the
Annuity Date, no death benefit will be payable under the Contract except as may
be provided under the Annuity Option elected. If the Owner is a non-natural
person, then the death of the Annuitant is treated as the death of the Owner.
    
 
  ELECTION AND EFFECTIVE DATE OF ELECTION. During the lifetime of the Owner and
prior to the Annuity Date, the Owner may elect In Writing to have the death
benefit applied under the Annuity Options for the Beneficiary after the death of
the Owner.
 
  If no death benefit payment method is in effect on the date of the Owner's
death, the Beneficiary may elect (a) to receive the death benefit in the form of
a single cash payment; or (b) to have the death benefit applied under the
Annuity Options (on the Annuity Date described under "Payment of Death Benefit")
for the Beneficiary. Such election may be made by filing with the Company an
election in writing. An Owner's election of an Annuity Option specifying the
method by which the death benefit shall be paid will become effective on the
date it is received by the Company. Any Annuity Option elected by the
Beneficiary will become effective on the later of: (a) the date the election is
received by the Company; or (b) the date due proof of the death of the deceased
Owner is received by the Company. If an election by the Beneficiary is not
received by the Company within 60 days following the date due proof of the death
of the Owner is received by the Company, the Beneficiary will be deemed to have
elected on such 60th day to receive the death benefit in the form of a single
cash payment.
 
  The Annuity Option elected by the Owner or the Beneficiary may be restricted
by the Code. See "Federal Tax Matters" for further discussion.
 
  PAYMENT OF DEATH BENEFIT. If the death benefit is to be paid in cash to the
Beneficiary, subject to the Company's receipt of due proof of death, payment
will be made within seven days of the date the election becomes effective or is
deemed to become effective, except as the Company may be permitted to defer any
such payment of amounts derived from the Variable Account in accordance with the
Act. If the death benefit is to be paid in one lump sum to the estate of the
Owner, payment will be made within seven (7) days of the date due proof of the
death of the Owner and/or the designated Beneficiary, as applicable, is received
by the Company except as the Company may be permitted to defer any such payment
of amounts derived from the Variable Account in accordance with the Act. If
payment is to be made under any of the Annuity Options, the Annuity Date will be
thirty (30) days following the effective date or the deemed effective date of
the election, and the Owner's Annuity Account will be maintained in effect until
the Annuity Date.
 
   
  AMOUNT OF DEATH BENEFIT. No MVA or withdrawal charges are assessed against
amounts which are applied toward payment of a death benefit. The amount of the
death benefit is determined as of the effective date or deemed effective date of
the death benefit election (see "Election and Effective Date of Election")
    
 
   
  I. If there has not been a transfer of ownership, the amount of the death
benefit will be equal to the following:
    
 
   
          A. If the Owner has elected the mortality and expense rate of 1.10%
     (see "Charge for Mortality and Expense Risk"), the amount of the death
     benefit will be equal to the greater of:
    
 
   
             (1) the Annunity Account Value for the Valuation Period during
        which the Death Benefit election is effective or deemed to become
        effective; and
    
 
   
             (2) the sum of all Premium Payments under the Contract, minus the
        sum for all partial withdrawals from the Contract.
    
 
   
          B. If the Owner has elected the mortality and expense rate of 1.25%,
     the amount of the death benefit will be equal to the greatest of:
    
 
   
             (1) the Annuity Account Value for the Valuation Period during which
        the Death Benefit election is effective or deemed to become effective;
    
 
   
             (2) the sum of all Premium Payments under the Contract, minus the
        sum for all partial withdrawals from the Contract; and
    
 
   
             (3) the highest Annuity Account Value ever attained on a Contract
        Anniversary date occurring on or before the Owner's 80th birthday, with
        adjustments for any subsequent Premium Payments, partial withdrawals and
        charges made since such Contract Anniversary date.
    
 
                                       18
<PAGE>   52
 
   
  II. If there has been a transfer of ownership, the amount of the death benefit
will be equal to the following:
    
 
   
          A. If the Owner has elected the mortality and expense rate of 1.10%,
     the death benefit becomes the greater of:
    
 
   
             (1) the Annuity Account Value for the Valuation Period during which
        the Death Benefit election is effective or deemed to become effective;
        and
    
 
   
             (2) the sum of all Premium Payments under the Contract, minus the
        sum of withdrawals made on or before the date of transfer, adjusted for
        any subsequent Premium Payments and partial withdrawals made under the
        Contract.
    
 
   
          B. If the Owner has elected the mortality and expense rate of 1.25%,
     the death benefit becomes the greater of:
    
 
   
             (1) the Annuity Account Value for the Valuation Period during which
        the Death Benefit election is effective or deemed to become effective;
    
 
   
             (2) the sum of all Premium Payments under the Contract, minus the
        sum of withdrawals made under the Contract; and
    
 
   
             (3) the highest Annuity Account Value ever attained on a Contract
        Anniversary date subsequent to the date of transfer occurring on or
        before the new Owner's 80th birthday, with adjustment for any subsequent
        Premium Payments, partial withdrawals and charges made since such
        Contract Anniversary date.
    
   
- --------------------------------------------------------------------------------
    
 
SURRENDER OF THE CONTRACTS
 
  At any time before the Annuity Date, the Owner may elect to surrender the
Contract and receive a cash payment from the Company. On the Surrender Date the
Owner's Annuity Account will be canceled and the Annuity Account Value, minus
any applicable withdrawal charges, Annuity Account Fee, and premium taxes, and
plus or minus any applicable MVA, will be paid to the Owner within seven days of
the Surrender Date in the form of a cash payment except as the Company may be
permitted to defer any such payment of amount derived from the Variable Account
in accordance with the Act. The Company reserves the right, however, to defer
the payment of amounts withdrawn from the Fixed Account for a period not to
exceed six (6) months from the date written request for such withdrawal is
received by the Company.
 
  Because withdrawals from an Owner's Annuity Account may be subject to a
withdrawal charge, a MVA, and applicable taxes and fees, and because the Owner
assumes the investment risk with respect to amounts allocated to the Variable
Account, the total amount paid upon total surrender of the Contract (taking any
prior cash withdrawals into account) may be more or less than the total Premium
Payments made. Following a surrender of the Contract, or if the Contract
terminates for any other reason, all rights of the Owner, Annuitant, and
Beneficiary will terminate.
 
  A surrender may have federal income tax consequences. See "Federal Tax
Matters".
 
ANNUITY PROVISIONS
 
   
  ANNUITY DATE. Annuity payments will begin on the first day of the month
following the Annuity Date selected by the Purchaser, as specified in the
Contract Application or Order to Purchase. In most states, the date selected by
the Owner may not be sooner than 30 days following the Date of Issue. This date
may be changed by the Owner from time to time by notifying the Company in
writing, provided that notice of each change is received by the Company at least
45 days prior to the then current Annuity Date and the new Annuity Date is a
date which is: (1) at least 30 days after the effective date of the change; and
(2) not later than the first day of the first month following the Annuitant's
90th birthday, unless otherwise restricted, in the case of a Qualified Contract,
by the particular retirement plan or by applicable law. The Annuity Date may
also be changed by an election of an Annuity Option as described in the Death
Benefit section of this Prospectus.
    
 
  On the Annuity Date the Owner's Annuity Account will be canceled and the
Annuity Account Value, minus any applicable Annuity Account Fee and premium
taxes, will be applied to provide an annuity under one or more of the options
described below. No MVA or withdrawal charges will be imposed upon amounts
applied to purchase an annuity. NO PAYMENTS MAY BE REQUESTED UNDER THE
CONTRACT'S CASH WITHDRAWAL PROVISIONS ON OR AFTER THE ANNUITY DATE.
 
  Since the Contracts offered by this Prospectus may be issued in connection
with retirement plans which meet the requirements of Section 401, 403, 408, or
457 of the Code, as well as certain non-qualified plans, reference should be
made to the terms of the particular plan for any limitations or restrictions on
the Annuity Date.
 
  ELECTION - CHANGE OF ANNUITY OPTION. During the lifetime of the Owner and
prior to the Annuity Date, the Owner may elect one or more of the Annuity
Options described below, or such other Annuity Option as may be agreed to by the
Company. The Owner may also change any election, but notice in writing of any
election or change of election must be received by the Company at least 45 days
prior to the Annuity Date.
 
  If no election is in effect on the 30th day prior to the Annuity Date and the
Contract is used by the Owner in connection with a retirement plan which meets
the requirements of either Section 401 (including Section 401(k)), Section 403,
Section 408(c),
 
                                       19
<PAGE>   53
 
Section 408(k), or Section 457 of the Code, the Joint and Survivor Annuity
described below or Life Annuity, whichever is applicable, will be deemed to have
been elected if required by such retirement plan. If the Contract is not used by
the Owner in connection with one of these plans, the Owner will be deemed to
have elected Life Annuity with 120 Monthly Payments Certain.
 
  At any time the Owner may (in writing) request annuitization of the then
current Annuity Account Value in accordance with any one of the Annuity Options
described below. In such event, no withdrawal charge or MVA will be imposed at
the time payments under the Annuity Option begin. Such annuitization will
automatically result in a change in the Annuity Date to the date payments
commence under the Annuity Option elected.
 
  Reference should be made to the terms of a particular retirement plan and any
applicable legislation for any limitations or restrictions on the options which
may be elected. NO CHANGE OF ANNUITY OPTION IS PERMITTED AFTER THE ANNUITY DATE.
 
  ANNUITY OPTIONS. The Contract provides for seven different Annuity Options
which are described below. Four are fixed annuity options, and three are
variable annuity options. An Owner may elect a Fixed Annuity, a Variable
Annuity, or a combination of both. If electing a combination, the Owner must
specify what part of the Annuity Account is to be applied to each Fixed and
Variable Annuity Option. (If no such election is received by the 30th day prior
to the Annuity Date, the portion of the Annuity Account to be applied for a
Fixed Annuity and/or a Variable Annuity will be determined on a pro rata basis
from the composition of the Annuity Account on the Annuity Date. Thus, any
amounts in the Variable Account will be applied to a Variable Annuity, and
amounts in the Fixed Account will be applied to a Fixed Annuity.) Variable
Annuity payments will be based on the Sub-Account(s) selected by the Owner, or
on the allocation of the Annuity Account Value among the Sub-Accounts.
 
  A FIXED ANNUITY provides for Annuity Option payments which will remain
constant pursuant to the terms of the Annuity Option elected. The effect of
choosing a Fixed Annuity is that the amount of each payment will be set on the
Annuity Date and will not change. If a Fixed Annuity is selected, the Variable
Account used to provide the Fixed Annuity will be transferred to the general
account of the Company, and the annuity payments will be fixed in amount by the
fixed annuity provisions selected and, for some options, the settlement age of
the Annuitant (determined in accordance with the Contract). The Fixed Annuity
payment amounts are determined by applying the Annuity Payment Rates found in
the Contract to the portion of the Annuity Account Value allocated to the Fixed
Annuity Option selected by the Owner, or, if more favorable to the Payee(s), by
applying the Annuity Payment Rates published by the Company and in use on the
Annuity Date. The rates found in the Contracts show, for each $1,000 applied,
the dollar amount of the monthly fixed annuity payment. This rate may be changed
by the Company with respect to Contracts established after the effective date of
such change (see "Modification").
 
  A VARIABLE ANNUITY provides for payments that fluctuate or vary in dollar
amount, based on the investment performance of a Variable Account Sub-Account.
The Variable Annuity purchase rate tables in the Contract reflect an assumed
interest rate of 3%, so if the actual net investment performance of the
Sub-Account is less than this rate, then the dollar amount of the actual annuity
payments will decrease. If the actual net investment performance of the
Sub-Account is higher than this rate, then the dollar amount of the actual
annuity payments will increase. If the net investment performance exactly equals
the 3% rate, then the dollar amount of the actual annuity payments will remain
constant.
 
   
  The amount of the first Variable Annuity payment is determined by the variable
annuity provisions selected and, for some options, the settlement age of the
Annuitant (determined in accordance with the Contract). All Variable Annuity
payments other than the first are determined by means of Annuity Units credited
to the contract with respect to the particular payee. The number of Annuity
Units to be credited in respect of a particular Sub-Account is determined by
dividing that portion of the first Variable Annuity payment attributable to that
Sub-Account by the Annuity Unit Value of that Sub-Account for the Valuation
Period which ends immediately preceding the Annuity Date. The number of Annuity
Units of each Sub-Account credited with respect to the particular payee then
remains fixed unless an exchange of Annuity Units is made pursuant to the
"Transfer Privilege - Annuity Period" section. The dollar amount of each
Variable Annuity payment after the first may increase, decrease or remain
constant, and is equal to the sum of the amounts determined by multiplying the
number of Annuity Units of a particular Sub-Account for the Valuation Period
which ends immediately preceding the due date of each subsequent payment by the
Annuity Unit Value for that Sub-Account for the first Valuation Period occurring
on or immediately prior to the first day of each month. The annual Annuity
Account Fee is deducted, pro rata, from each Sub-Account.
    
 
  The Owner may choose to receive annuity payments under any one of the Annuity
Options described below. The Company may consent to other plans of payment
before the Annuity Date.
 
  If the Contract is used by the Owner in connection with a retirement plan
which meets the requirements of either Section 401 (including Section 401(k)),
Section 403, Section 408(c), Section 408(k), or Section 457 of the Code, a Joint
and Survivor Annuity will be offered under the Contract. A Joint and Survivor
Annuity provides for monthly payments payable during the joint lifetime of the
Payee and a designated second person and during the lifetime of the survivor.
During the lifetime of the survivor the monthly payment payable will be
determined the same manner as during the joint lifetime of the Payee and the
designated second person.
 
                                       20
<PAGE>   54
 
FIXED ANNUITY OPTIONS
 
  LIFE ANNUITY OPTION. An annuity payable monthly to the Payee during the
lifetime of the Annuitant, ceasing with the last payment due prior to the death
of the Annuitant. Under this option, only one payment will be made if the
Annuitant dies before the second payment is made, only two payments will be made
if the Annuitant dies before the third payment is made, etc.
 
  LIFE ANNUITY WITH CERTAIN PERIOD OPTION. An Annuity providing monthly income
to the Payee for a fixed period of 60, 120, 180, or 240 months (as selected),
and for as long thereafter as the Annuitant lives.
 
  CASH REFUND LIFE ANNUITY OPTION. An annuity payable monthly to the Payee
during the lifetime of the Annuitant ceasing with the last payment due prior to
the death of the Annuitant provided that, at the death of the Annuitant, the
Payee will receive an additional payment equal to the excess, if any, of (a)
over (b) where: (a) is the initial value of the proceeds applied under this
option; and (b) is the dollar amount of payments already paid.
 
  ANNUITY CERTAIN OPTION. An amount payable monthly for the number of years
selected which may be from 5 to 30 years.
 
VARIABLE ANNUITY OPTIONS
 
  VARIABLE LIFE ANNUITY OPTION. A Variable Annuity payable monthly to the Payee
during the lifetime of the Annuitant, ceasing with the last payment due prior to
the death of the Annuitant. Under this option, only one payment will be made if
the Annuitant dies before the second payment is made, only two payments will be
made if the Annuitant dies before the third payment is made, etc.
 
  VARIABLE LIFE ANNUITY WITH CERTAIN PERIOD OPTION. A Variable Annuity providing
monthly income to the Payee for a fixed period of 60, 120, 180, or 240 months
(as selected), and for as long thereafter as the Annuitant shall live.
 
  VARIABLE ANNUITY CERTAIN OPTION. A variable amount payable monthly for the
number of years selected which may be from 5 to 30 years. At any time during the
period payments are made, the Annuitant may elect that a portion or all of the
future payments to which the Payee is entitled be commuted and paid in one sum.
A withdrawal may be taken at any time after annuitization which does not exceed
the total value of the variable annuity certain on the withdrawal date. The
value of the variable annuity certain is determined by first converting an
Owner's number of annuity units into dollars based on the value of the annuity
units. Thereafter the dollar value is divided by an annuity certain payment
factor to obtain the total value of the variable annuity certain. The annuity
certain payment factor is determined by calculating the number of monthly
payments remaining from the date of withdrawal to the end of the variable
annuity certain period and discounting such payments to a present value using an
assumed interest rate of 3%. The Annuitant may elect that the Payee receive all
or a portion of this present value.
 
  ADDITIONAL ANNUITY OPTIONS. Any proceeds payable under the Contract may also
be settled under any other method of settlement including joint and senior
settlement options under joint life annuities) offered by the Company at the
time of the request.
 
  DETERMINATION OF ANNUITY PAYMENTS. On the Annuity Date, the adjusted value of
(i) the Fixed Account and (ii) the Variable Account will be applied to provide
for payments under the selected Annuity Option. The adjusted value will be equal
to the Annuity Account Value at the end of the Valuation Period which ends
immediately preceding the Annuity Date, reduced by a proportionate amount of the
Annuity Account Fee to reflect the time elapsed between the last day of the
prior contract year and the day before the Annuity Date, and minus premium or
similar taxes.
 
  If the amount to be applied under any annuity option is less than $5,000, or
if the monthly annuity payment payable in accordance with such option is less
than $50, the Company will pay the amount to be applied in a single payment to
the Payee designated by the Owner.
 
                                       21
<PAGE>   55
 
- --------------------------------------------------------------------------------
 
                           CONTRACT CHARGES AND FEES
 
  As more fully described below, charges under the Contracts offered by this
Prospectus are assessed in four ways: (1) as withdrawal charges (contingent
deferred sales charges); (2) as deductions for Contract administration expenses
and, if applicable, for premium taxes; (3) as charges against the assets of the
Variable Account for the assumption of mortality and expense risks and for
administrative expenses; and (4) as MVAs on certain withdrawals from the Fixed
Account. In addition, certain deductions are made from the assets of the Fund
for investment management fees and expenses. These fees and expenses are
described in the Fund's Prospectus and Statement of Additional Information.
 
  WITHDRAWAL CHARGES. No deduction for sales charges is made from a Premium
Payment. However, if a cash withdrawal of a Premium Payment is made, a
withdrawal charge (contingent deferred sales charge) may be assessed by the
Company. The length of time between the Company's acceptance of the Premium
Payment deemed withdrawn and the receipt of a withdrawal request determines the
withdrawal charge. This charge will be used to cover certain expenses relating
to the sale of the Contracts including commissions paid to sales personnel, the
costs of preparation of sales literature, other promotional costs and
acquisition expenses.
 
   
  Each Premium Payment has its own time period for purposes of assessing a
withdrawal charge. For purposes of computing the withdrawal charge, amounts are
deemed to be withdrawn in the order in which they were received by the Company.
That is, the Company will deem amounts first withdrawn to be from the oldest
Premium Payment accepted by the Company. After these amounts are exhausted, the
Company will deem amounts withdrawn to be from the second oldest Premium Payment
accepted by the Company, and so on until all of an Owner's Premium Payments have
been withdrawn. After all Premium Payments have been deemed withdrawn, the
Company will deem further withdrawals to be from net investment results
attributable to such Premium Payments, if any.
    
 
  Subject to the Free Partial Withdrawal described below, Premium Payment
amounts withdrawn from an Owner's Annuity Account will be assessed the following
withdrawal charge (after being adjusted by any applicable MVA):
 
   
<TABLE>
<CAPTION>
WITHDRAWAL
  CHARGE
PERCENTAGE                                                   YEAR APPLICABLE
- ----------                                                   ---------------
<S>        <C>                                <C>
   7%.......................................  During 1st Year since Premium Payment accepted
   7%.......................................  During 2nd Year since Premium Payment accepted
   7%.......................................  During 3rd Year since Premium Payment accepted
   6%.......................................  During 4th Year since Premium Payment accepted
   6%.......................................  During 5th Year since Premium Payment accepted
   5%.......................................  During 6th Year since Premium Payment accepted
   4%.......................................  During 7th Year since Premium Payment accepted
   0%.......................................  Thereafter
</TABLE>
    
 
  On withdrawal, any applicable Annuity Account Fee will be deducted from and
any Market Value Adjustment will be made to, the Owner's Annuity Account before
the application of any withdrawal charge. The withdrawal charge is then assessed
against the amounts remaining in the Owner's Annuity Account. If the Owner's
Annuity Account is allocated among more than one Sub-Account within the
Contract, the withdrawal charge will be assessed pro rata against the amounts
remaining within the Sub-Accounts from which the withdrawal occurred. If the
Sub-Accounts from which the withdrawal occurred do not contain sufficient
amounts to satisfy the withdrawal charge, the deficiency will be assessed pro
rata against all amounts remaining within the Sub-Accounts. If a cash withdrawal
causes the entire value of the Annuity Account to be withdrawn (i.e., a complete
surrender), then the withdrawal charge will be deducted from the amount paid.
The withdrawal charge is not imposed on a Premium Payment withdrawn after the
end of the seventh year from the Company's acceptance of such Premium Payment,
nor is the withdrawal charge imposed upon payment of the Death Benefit or upon
amounts applied to an Annuity Option.
 
  The Company may, upon notice to the Owner, modify the withdrawal charges
provided that such modification shall apply only to an Owner's Annuity Account
established after the effective date of such modification (see "Modification").
For examples of withdrawals, surrenders, withdrawal charges and the MVA, see the
Statement of Additional Information.
 
   
  FREE PARTIAL WITHDRAWAL. Upon request in writing, an Owner may withdraw, in
one or more transactions, during each Contract Year prior to the Annuity Date a
portion of Premium Payments made to the Owner's Annuity Account without the
imposition of a withdrawal charge. This privilege continues until all Premium
Payments made to the Owner's Annuity Account are considered withdrawn. Up to 15%
of the total amount of an Owner's Premium Payments may be withdrawn each
Contract Year, in one or more increments, without a withdrawal charge.
    
 
   
  An Owner must specify the Sub-Account(s) from which the amount will be
withdrawn. If a Owner does not specify the Sub-Account(s) from which the
withdrawal will occur, the Company will withdraw the amount pro rata from all
the Owner's Sub-Accounts.
    
 
                                       22
<PAGE>   56
 
  Withdrawals under this provision may be paid as a lump sum or, upon consent of
the Company, paid over equal installments no more frequently than monthly.
 
  A Free Partial Withdrawal may have federal income tax consequences. See
"Federal Tax Matters".
 
   
  ANNUITY ACCOUNT FEE. On the last Valuation Date of each contract year, the
Company deducts an annual contract administration fee ("Annuity Account Fee") on
a pro rata basis from all of an Owner's Sub-Accounts equal to $35 to partially
reimburse it for administrative expenses relating to the issue and maintenance
of the Contract and the Owner's Annuity Account. If the Contract is surrendered,
a $35 Annuity Account Fee will be deducted. On the Annuity Date, the Annuity
Account Value will be reduced by a proportionate amount of the Annuity Account
Fee to reflect the time elapsed between the last valuation date of the previous
contract year and the day before the Annuity Date. After the Annuity Date, an
annual $35 Annuity Account Fee will be deducted in approximately equal amounts
from each Variable Annuity payment made during the year. No Annuity Account Fee
will be deducted from Fixed Annuity payments. If applicable state law requires,
the $35 Annuity Account Fee will be reduced to a lesser amount. The annual
Annuity Account Fee will be waived each year that the Purchaser's Annuity
Account Value equals or exceeds $100,000 or the last Valuation Date of that
year.
    
 
   
  ADMINISTRATIVE FEE. The Company also deducts a daily Administrative Fee from
the assets of each Sub-Account of the Variable Account to partially reimburse it
for administrative expenses relating to the issue and maintenance of the
Contract and the Owner's Annuity Account. This charge is currently at an
effective annual rate of 0.15% (equal to a daily rate of 0.000275834% of the
assets in each Sub-Account). There is no necessary relationship between the
administrative charges imposed and the amount of expenses that may be
attributable to any single Owner's Annuity Account. The Company does not
anticipate realizing any profit from this fee.
    
 
  PREMIUM TAXES. Premium tax equivalents (including any related retaliatory
taxes), if any, and any other taxes due under the Contract will be deducted if
applicable. It is currently the Company's practice to deduct such taxes, if any,
at the time the Annuity Account Value, or any portion thereof, is withdrawn or
annuitized (although the deduction could, in the future, be taken from Premium
Payments). Currently these taxes range from 0% to 3.5% of the amount of premium
paid depending upon the Owner's state of residence.
 
  No charges are currently made for federal, state or local taxes other than
state premium taxes. However, the Company reserves the right to deduct charges
in the future for such taxes or other economic burden resulting from the
application of any tax laws that the Company determines to be attributable to
the Contracts.
 
  CHARGE FOR MORTALITY AND EXPENSE RISKS. The mortality risk assumed by the
Company arises from the contractual obligation to continue to make annuity
payments to one or more Payees regardless of how long the Annuitant lives and
regardless of how long all annuitants as a group live. This assures each
annuitant that neither the longevity of fellow annuitants nor an improvement in
the life expectancy generally will have an adverse effect on the amount of any
annuity payment received under the Contract. The Company assumes this mortality
risk by virtue of annuity rates incorporated into the Contract which cannot be
changed. The Company also assumes a mortality risk in connection with the Death
Benefits. The expense risk assumed by the Company is the risk that the
administrative charges assessed under the Contract may be insufficient to cover
the actual total administrative expenses incurred by the Company.
 
   
  For assuming these risks, the Company makes a deduction from the Variable
Account at the end of each Valuation Period at an effective annual rate of
either 1.10% (calculated at a daily rate of 0.003032640% of the assets in the
Variable Account), or 1.25% (calculated at a daily rate of 0.003447920% of the
assets in the Variable Account). The Owner will make a one-time only election of
an effective annual rate of either 1.10% or 1.25%. This election will be
effective on the date of issue and cannot be changed by the Owner during the
term of the Contract. The Owner's election of a mortality and expense rate will
affect the determination of the amount of the death benefit payment (see "Amount
of Death Benefit"). If the deduction is insufficient to cover the actual cost of
the mortality and expense risk undertaking, the Company will bear the loss.
Conversely, if the deduction proves more than sufficient, the excess will be
profit to the Company. The Company expects to realize a profit from this charge.
No deduction for these risks is made from the Fixed Account.
    
 
  The Company assumes the risk that withdrawal charges assessed under the
Contracts may be insufficient to compensate the Company for the costs of
distributing the Contracts. In the event the withdrawal charges prove to be
insufficient to cover actual distribution expenses, the deficiency will be met
from the Company's general corporate funds, which may include amounts derived
from the mortality and expense risk charge.
 
  The Contracts provide that the Company may modify the mortality and expense
risk charges; however, such modification shall apply only with respect to an
Owner's Annuity Account established after the effective date of such
modification.
 
   
  MVA. Any cash withdrawal or transfer of a Fixed Account Guaranteed Period
Amount, other than a withdrawal or transfer pursuant to an election which
becomes effective upon the Expiration Date of the Guaranteed Period, will be
subject to a MVA. The MVA is not applied to withdrawals or transfers pursuant to
the Dollar Cost Averaging program, or to a withdrawal or transfer which is used
to make a Death Benefit payment. The MVA will be applied to the amount being
withdrawn or transferred after deduction of any applicable Annuity Account Fee
and before deduction of any applicable withdrawal charge.
    
 
                                       23
<PAGE>   57
 
  The MVA generally reflects the relationship between the Index Rate (based upon
the Treasury Constant Maturity Series published by the Federal Reserve) in
effect at the time a Premium Payment is allocated to a Sub-Account's Guaranteed
Period under the Contract and the Index Rate in effect at the time of the
Premium Payment's withdrawal or transfer. It also reflects the time remaining in
the Sub-Account's Guaranteed Period. Generally, if the Index Rate at the time of
withdrawal or transfer is more than .50% lower than the Index Rate at the time
the Premium Payment was allocated, then the application of the MVA will result
in higher payment upon withdrawal or transfer. Similarly, if the Index Rate at
the time of withdrawal or transfer is higher than the Index Rate at the time the
Premium Payment was allocated (or less than 0.50% lower), the application of the
MVA will generally result in a lower payment upon withdrawal or transfer.
 
  The MVA is computed by applying the following formula:
 
                                   (1 + A)(N)
                                   ----------
                                   (1 + B)(N)
 
Where:
 
  A = an Index Rate (based on the Treasury Constant Maturity Series published by
the Federal Reserve) for a security with time to maturity equal to the
Sub-Account's Guaranteed Period, determined at the beginning of the Guaranteed
Period.
 
  B = an Index Rate (based on the Treasury Constant Maturity Series published by
the Federal Reserve) for a security with time to maturity equal to the
Sub-Account's Guaranteed Period, determined at the time of withdrawal or
transfer, plus a 0.50% adjustment (unless otherwise limited by applicable state
law). This adjustment builds into the formula a factor representing direct and
indirect costs to the Company associated with liquidating general account assets
in order to satisfy surrender requests. This adjustment of .50% has been added
to the denominator of the formula because it is anticipated that a substantial
portion of applicable general account portfolio assets will be in relatively
illiquid securities. Thus, in addition to direct transaction costs, if such
securities must be sold (e.g., because of surrenders), the market price may be
lower. Accordingly, even if interest rates decline, there will not be a positive
adjustment until this factor is overcome, and then any adjustment will be lower
than otherwise, to compensate for this factor. Similarly, if interest rates
rise, any negative adjustment will be greater than otherwise, to compensate for
this factor. If interest rates stay the same, this factor will result in a small
but negative MVA. If Index Rates "A" and "B" are within .25% of each other when
the Index Rate Factor is determined, no such percentage adjustment to "B" will
be made.
 
  N = The number of years remaining in the Guaranteed Period (e.g. 1 year and 73
days = 1 + (73 divided by 365) = 1.2 years).
 
  Straight line interpolation is used for periods to maturity not quoted.
 
  See the Statement of Additional Information for examples of the application of
the MVA.
- --------------------------------------------------------------------------------
 
OTHER CONTRACT PROVISIONS
 
  DEFERRAL OF PAYMENT. The Company may defer the calculation and payment of
partial withdrawal and full surrender values, transfers or Death Benefits from
any Variable Account Sub-Account during any period:
 
   
    (1)(a) during which the New York Stock Exchange is closed (including periods
  in addition to customary week-end and holiday closings) or (b) during which
  trading on the New York Stock Exchange is restricted or suspended as
  determined by the Commission, (2) for any period during which an emergency
  exists as a result of which (a) disposal of securities held by the Fund is not
  reasonably practicable or (b) it is not reasonably practicable to determine
  the value of the net assets of the Fund or (3) for such other periods as the
  Commission may by order permit for the protection of security holders.
    
 
  The Company reserves the right to defer the payment or transfer of amounts
withdrawn from any Fixed Account Sub-Account for a period not to exceed six
months from the date written request for such withdrawal or transfer is received
by the Company. If payment or transfer is deferred beyond thirty (30) days, the
Company will pay interest of not less than 3% per year on amounts so deferred.
 
  In addition, payment of the amount of any withdrawal derived, all or in part,
from any Premium Payment paid to the Company by check or draft may be postponed
until the Company determines the check or draft has been honored.
 
  DESIGNATION AND CHANGE OF BENEFICIARY. The Beneficiary designation contained
in the Contract Specifications will remain in effect until changed. The right to
change any Beneficiary is reserved to the Owner. Subject to the rights of an
irrevocably designated Beneficiary, the Owner may change or revoke the
designation of a Beneficiary at any time while the Owner is living by filing
with the Company a beneficiary designation or revocation in writing. The change
or revocation will not be binding upon the Company until it is recorded by the
Company. When it is so recorded the change or revocation will be effective as of
the date on which the beneficiary designation or revocation was signed, but the
change or revocation will be without prejudice to the Company with regard to any
payment made or any action taken by the Company prior to recording the change or
revocation.
 
  Reference should be made to the terms of a particular retirement plan and any
applicable legislation for any restrictions on the beneficiary designation.
 
                                       24
<PAGE>   58
 
  EXERCISE OF CONTRACT RIGHTS. A Contract shall belong to the Owner. All
Contract rights and privileges may be expressly reserved by the Owner. Such
rights and privileges can be exercised without the consent of the Beneficiary
(other than an irrevocably designated Beneficiary) or any other person. Such
rights and privileges may be exercised only during the lifetime of the Owner and
prior to the Annuity Date, except as otherwise provided in the Contract.
 
  Unless provided otherwise the Annuitant becomes the Payee on and after the
Annuity Date. If the Annuitant predeceases the Owner prior to the Annuity Date,
the Owner becomes the Annuitant until the Owner designates a new Annuitant to
the Company in writing. The Beneficiary becomes the Payee on the death of the
Annuitant after the Annuity Date. Such Payee(s) may thereafter exercise such
rights and privileges, if any, of ownership which continue.
 
  TRANSFER OF OWNERSHIP. The owner of a Non-Qualified Contract may transfer the
ownership of the Contract prior to the Annuity Date. A transfer of ownership
will not be binding upon the Company until written notification is received and
recorded by the Company. When such notification is so recorded, the change will
be effective as of the effective date specified by the Owner, but the change
will be without prejudice to the Company regarding any payment made or any
action taken by the Company prior to recording the change.
 
  Ownership of a Qualified Contract may not be transferred except to: (1) the
Annuitant; (2) a trustee or successor trustee of a pension or profit sharing
trust which is qualified under Section 401 of the Code; (3) the employer of the
Annuitant provided that the Qualified Contract after transfer is maintained
under the terms of a retirement plan qualified under Section 403(a) of the Code
for the benefit of the Annuitant; (4) the trustee of an individual retirement
account plan qualified under Section 408 of the Code for the benefit of the
Owner; or (5) as otherwise permitted from time to time by laws and regulations
governing the retirement or deferred compensation plans for which a Qualified
Contract may be issued. Subject to the foregoing, a Qualified Contract may not
be sold, assigned, transferred, discounted or pledged as collateral for a loan
or as security for the performance of an obligation or for any other purpose to
any person other than the Company.
 
  A transfer of ownership may have federal income tax consequences. See "Federal
Tax Matters".
 
   
  DEATH OF OWNER. If the Owner of a Non-Qualified Contract is a non-natural
person, the change of Annuitant is treated as the transfer of Ownership, and may
have federal income tax consequences. If the Owner of a Non-Qualified Contract
dies before the Annuity Date, the death benefit payable under the Contract, if
any, must be distributed to the Beneficiary, if then alive, either (1) within
five years after the date of death of the Owner, or (2) over some period not
greater than the life or expected life of the Beneficiary, with annuity payments
beginning within one year after the date of death of the Owner. The person named
as the Owner's Beneficiary in the Contract Application shall be considered the
designated beneficiary for the purposes of Section 72(s) of the Code and if no
person then living has been so named, then the Annuitant shall automatically be
the designated beneficiary for this purpose. In all cases, any such designated
beneficiary shall not be entitled to exercise any rights prohibited by
applicable federal income tax law.
    
 
  These mandatory distribution requirements will not apply when the designated
beneficiary is the spouse of the deceased Owner, if the spouse elects to
continue the Contract in the spouse's own name, as Owner.
 
   
  If the Payee dies after the Annuity Date and before the entire accumulation
under such Owner's Annuity Account has been distributed, the remaining portion
of such Owner's Annuity Account, if any, must be distributed at least as rapidly
as the method of distribution then in effect. Similar rules may apply with
respect to Qualified Contracts. If the Owner is a non-natural person, the death
of the annuitant is treated as the death of Owner.
    
 
  VOTING OF FUND SHARES. The Company will vote Fund shares held by the
Sub-Accounts at meetings of shareholders of the Fund, and to the extent required
by law, will follow voting instructions received from persons having the right
to give voting instructions. The Owner is the person having the right to give
voting instructions prior to the Annuity Date. If an Owner elects a Variable
Annuity Option, then after the Annuity Date, the Payee has the right to give
voting instructions. The number of votes decreases as annuity payments are made
and as the reserves for the Contract decrease. The person's number of votes will
be determined by dividing the reserve for the Contract allocated to the
applicable Sub-Account by the net asset value per share of the corresponding
Portfolio of the Fund. There are no voting rights associated with the Fixed
Account or a Fixed Annuity before or after the Annuity Date.
 
  Any shares attributable to the Company and Fund shares for which no timely
voting instructions are received will be voted by the Company in the same
proportion as the shares for which instructions are received from Owners. Voting
instructions must be received by the Company at least one day prior to the
shareholders meeting in order to be considered timely.
 
  Owners participating under Qualified Contracts may be subject to other voting
provisions of the particular plan. Individuals who contribute to plans which are
funded by the Contracts may be entitled to instruct the Owners as to how to
instruct the Company to vote the Fund shares attributable to their
contributions. Such plans may also provide the additional extent, if any, to
which the Owners shall follow voting instructions of persons with rights under
the plans. If no voting instructions are received from any such person with
respect to a particular employee's Annuity Account, the Owner may instruct the
Company as to how to vote the number of Fund shares for which instructions may
be given.
 
                                       25
<PAGE>   59
 
  Neither the Variable Account nor the Company is under any duty to provide
information concerning the voting instruction rights of persons who may have
such rights under plans, other than rights afforded by the Act, nor any duty to
inquire as to the instructions received or the authority of Owners or others to
instruct the voting of Fund shares. Except as the Variable Account or the
Company has actual knowledge to the contrary, the instructions given by Owners
will be valid as they affect the Variable Account, the Company and any others
having voting instruction rights with respect to the Variable Account.
 
  All Fund proxy material, together with an appropriate form to be used to give
voting instructions, will be provided to each person known by the Company to
have the right to give voting instructions at least ten days prior to each
meeting of the shareholders of the Fund. The number of Fund shares as to which
each such person is entitled to give instructions will be determined as of a
date not more than 90 days prior to each such meeting. Prior to the Annuity
Date, the number of Fund shares as to which voting instructions may be given to
the Company is determined by dividing the value of all of the Variable
Accumulation Units of the particular Sub-Account credited to the Owner's Annuity
Account by the net asset value of one Fund share as of the same date. The Fund
is not required to, and does not intend to, hold annual or other regular
meetings of shareholders.
 
  If the Act or any regulation thereunder should be amended, or if the present
interpretation thereof should change, and as a result the Company determines
that it is permitted to vote the Fund's shares in its own right, it may elect to
do so. Fund shares held by the Company or its affiliates in which Owners or
other persons entitled to vote have no beneficial interest may be voted by the
shareholder thereof (the Company or its affiliates) in its sole discretion.
 
  ADDITION, DELETION, OR SUBSTITUTION OF SECURITIES. The Company does not
control the Fund and cannot guarantee that it or any Portfolio thereunder will
be available for investment in the future or that it or any Portfolio thereunder
will accept Premium Payments or transfers. In the event the Fund or any
Portfolio thereunder is not available, the Company reserves the right to make
changes in the Variable Account and its investments, and may take reasonable
action to secure a comparable or otherwise appropriate funding vehicle, although
it is not required to do so and may not actually do so. In the unlikely event
that the Fund is not available in the future and a substitute funding vehicle is
not obtained, then all Annuity Account values could be maintained in the Fixed
Account. If the Fund or other funding vehicle restricts or refuses to accept
transfers or other transactions, then transfer privileges under the Contract may
be changed, modified or revoked.
 
  The Company reserves the right, subject to compliance with applicable law, to
make additions to, deletions from, or substitutions for the shares of the Fund
that are held by the Variable Account (or any Sub-Account thereof) or that the
Variable Account (or any Sub-Account thereof) may purchase. The Company may
eliminate the shares of any of the Portfolios of the Fund and substitute shares
of another Portfolio of the Fund or any other investment vehicle or of another
open-end, registered investment company if laws or regulations are changed, if
the shares of the Fund or of a Portfolio are no longer available for investment,
or if the Company determines that further investment in any Portfolio should
become inappropriate in view of the purposes of the Variable Account. If any of
these events occurs, substitution of any shares attributable to a Owner's
interest in a Sub-Account of the Variable Account shall occur only after notice
and prior approval by the Commission to the extent required. Nothing contained
herein shall prevent the Variable Account from purchasing other securities for
other series or classes of policies, or from permitting a conversion between
series or classes of policies on the basis of requests made by Owners. The
Company shall make any appropriate endorsement to the Contracts to reflect any
substitution pursuant to this provision.
 
  New Sub-Accounts may be established when, in the sole discretion of the
Company, marketing, tax, investment or other conditions warrant. Any new
Sub-Accounts may be made available to existing Owners on a basis to be
determined by the Company. Each additional Sub-Account will purchase shares in a
portfolio of the Fund or in another mutual fund or investment vehicle. The
Company may also eliminate one or more Sub-Accounts if, in its sole discretion,
marketing, tax, investment or other conditions warrant such change. In the event
any Sub-Account is eliminated, the Company will notify Owners and request a
reallocation of the amounts invested in the eliminated Sub-Account.
 
  CHANGE IN OPERATION OF VARIABLE ACCOUNT. At the Company's election and if
deemed in the best interests of persons having voting rights under the
Contracts, the Variable Account may be operated as a management company under
the Act or any other form permitted by law; de-registered under the Act in the
event registration is no longer required (deregistration of the Variable Account
requires an order by the Commission); or combined with one or more other
separate accounts. To the extent permitted by applicable law, the Company also
may transfer the assets of the Variable Account associated with the Contracts to
another account or accounts. In the event of any change in the operation of the
Variable Account pursuant to this provision, the Company may make appropriate
endorsement to the Contracts to reflect the change and take such other action as
may be necessary and appropriate to effect the change.
 
  MODIFICATION. Upon notice to the Owner(s) (or the Payee(s) after the Annuity
Date), the Contracts may be modified by the Company if such modification: (i) is
necessary to make the Contracts or the Variable Account comply with, or take
advantage of, any law or regulation issued by a governmental agency to which the
Company or the Variable Account is subject; or (ii) is necessary to attempt to
assure continued qualification of the Contracts under the Code or other federal
or state laws relating to retirement annuities or annuity contracts; or (iii) is
necessary to reflect a change in the operation of the Variable Account or its
Sub-Account(s) (see "Change in Operation of Variable Account"); or (iv) provides
additional Variable Account and/or fixed accumulation options. In the event of
any such modification, the Company may make appropriate endorsement in the
Contracts to reflect such modification.
 
                                       26
<PAGE>   60
 
  In addition, upon notice to the Owner the Contracts may be modified by the
Company to change the withdrawal charges, Annuity Account Fees, mortality and
expense risk charges, the tables used in determining the amount of the first
monthly fixed annuity payment, and the formula used to calculate the MVA,
provided that such modification shall apply only to Contracts established after
the effective date of such modification. In order to exercise its modification
rights in these particular instances, the Company must notify the Owner of such
modification in writing. All of the charges and the annuity tables which are
provided in the Contracts prior to any such modification will remain in effect
permanently, unless improved by the Company, with respect to Contracts
established prior to the effective date of such modification.
 
  DISCONTINUANCE OF NEW PURCHASES. The Company reserves the right to limit or
discontinue the acceptance of new Contract Applications and Orders to Purchase
and the issuance of new Contracts. Such limitation or discontinuance shall have
no effect on rights or benefits with respect to any Contracts issued prior to
the effective date of such limitation or discontinuance.
 
   
  RIGHT TO EXAMINE CONTRACT. If the Owner is not satisfied with a Contract it
may be returned by mailing it to the Company at the Annuity & Variable Life
Services Center mailing address listed on the cover of this Prospectus within
ten days, or longer if state law requires, after it was received by the Owner.
Return of the Contract by mail is effective on being postmarked, properly
addressed, and postage prepaid. An Owner may not make transfers during the Right
to Examine period. When the Company receives the returned Contract it will be
canceled and in most states the Owner will receive a refund equal to the Owner's
Annuity Account Value at the end of the Valuation Period during which the
returned Contract was received by the Company.
    
 
   
  Where state law requires the full amount of any initial Premium Payment and
subsequent Premium Payment(s) if any, received by the Company to be refunded,
the Company will place the Premium Payment(s) that are allocated to Sub-Accounts
of the Variable Account in the AIM V.I. Money Market Fund until the end of the
Right to Examine period, On the first business day after the end of such period
the Premium Payments will be allocated as specified by the Owner.
    
 
  IRA RIGHT OF REVOCATION. With respect to Individual Retirement Accounts, under
the Employee Retirement Income Security Act of 1974 ("ERISA") an Owner
establishing an Individual Retirement Account must be furnished with a
disclosure statement containing certain information about the Contract and
applicable legal requirements. This statement must be furnished on or before the
date the Individual Retirement Account is established. If the Owner is furnished
with such disclosure statement before the seventh day preceding the date the
Individual Retirement Account is established, the Owner will not have any right
of revocation. If the disclosure statement is furnished after the seventh day
preceding the establishment of the Individual Retirement Account, then the Owner
may give a notice of revocation to the Company at any time within seven days
after the Date of Issue. Upon such revocation, the Company will refund the
Premium Payment made by the Owner. The foregoing right of revocation with
respect to an Individual Retirement Account is in addition to the return
privilege set forth in the preceding paragraph. The Company will allow a
participant establishing an Individual Retirement Account a "ten day free-look",
notwithstanding the provisions of ERISA.
 
  PERIODIC REPORTS. At least once each calendar year, the Company will provide
an Owner a report showing the Annuity Account Value at the end of the preceding
calendar year, all transactions during the calendar year, the current Annuity
Account Value, the number of Accumulation Units in each Variable Sub-Account,
the applicable Variable Accumulation Unit Value(s) as of the date of the report
and the interest rate credited to the Fixed Account Sub-Account(s). In addition,
each person having voting rights in the Variable Account and a Fund or Funds
will receive such reports as may be required by the Investment Company Act of
1940 and the Securities Act of 1933. The Company will also send such statements
reflecting transactions in the Annuity Account as may be required by applicable
laws, rules and regulations.
- --------------------------------------------------------------------------------
 
FEDERAL TAX MATTERS
 
  INTRODUCTION. The Contracts described in this Prospectus are designed for use
by individuals to accumulate Annuity Account Values and may be used by
retirement plans, whether or not they qualify for special federal income tax
treatment. The ultimate effect of federal income taxes on the amounts held under
a Contract, on annuity payments, and on the economic benefits to the Owner,
Annuitant or Beneficiary depends on the Company's tax status, on the type of
retirement plan for which a Contract is purchased, and upon the tax and
employment status of the individual concerned.
 
  The following discussion is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax advisor. No attempt
is made to consider any applicable state or other tax laws. Moreover, the
discussion is based upon the Company's understanding of the federal income tax
laws as they are currently interpreted. No representation is made regarding the
likelihood of continuation of the federal income tax laws, the Treasury
Regulations, or the current interpretations by the Internal Revenue Service. THE
COMPANY DOES NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS, FEDERAL, STATE OR
LOCAL, OF ANY CONTRACT OR ANY TRANSACTION INVOLVING THE CONTRACT.
 
  TAXATION OF ANNUITIES. The following discussion assumes the Contracts will
qualify as annuity contracts for federal income tax purposes. The Statement of
Additional Information discusses the requirements for qualifying as an annuity.
 
  IN GENERAL. Code Section 72 governs taxation of annuities. In general, an
Owner is not taxed on increases in value under a Contract until some form of
distribution is made under the Contract. The exception to this rule is that
generally, an Owner who is not a natural person must include in income any
increase in the excess of the Owner's Annuity Account Value over the Owner's
 
                                       27
<PAGE>   61
 
   
investment in the contract during the taxable year. However, there are some
exceptions to this exception and you may wish to discuss these with your tax
advisor. The taxable portion of a distribution (in the form of an annuity or
lump sum payment) is generally taxed as ordinary income. For this purpose, the
assignment, pledge, or agreement to assign or pledge any portion of the Annuity
Account Value (or the Contract) generally will be treated as a distribution.
    
 
  The following discussion generally applies to Contracts owned by natural
persons.
 
  WITHDRAWALS AND SURRENDERS. In the case of a withdrawal distributed to a
participant or beneficiary under a Qualified Contract (other than a Qualified
Contract used in a retirement plan that qualifies for special income tax
treatment under Section 457 of the Code, as to which there are special rules) a
ratable portion of the amount received is taxable, generally based on the ratio
of the investment in the Contract to the total Annuity Account Value. The
"investment in the contract" generally equals the portion, if any, of any
Premium Payments paid by or on behalf of an individual under a Contract which is
not excluded from the individual's gross income. For contracts issued in
connection with qualified plans, the "investment in the contract" can be zero.
Special tax rules may be available for certain distribution from Qualified
Contracts.
 
  Generally, in the case of a partial withdrawal under a Non-Qualified Contract
before the Annuity Date (including systematic withdrawals), amounts received are
first treated as taxable income to the extent that the Annuity Account Value
immediately before the withdrawal exceeds the "investment in the contract" at
that time. The Annuity Account Value immediately before a withdrawal may have to
be increased by any positive MVA which results from such a withdrawal. There is,
however, no definitive guidance on the proper tax treatment of MVAs, and the
Owner should contact a competent tax advisor with respect to the potential tax
consequences of a MVA.
 
  In the case of a full surrender under a Non-Qualified Contract, the amount
received is generally treated as taxable income to the extent the net amount
received exceeds the "investment in the contract" at that time.
 
   
  ANNUITY PAYMENTS. Although the tax consequences may vary depending on the
Annuity Option elected under the Contract, in general, only the portion of an
annuity payment that represents the amount by which the Annuity Account Value
exceeds the investment in the Contract will be taxed; after the investment in
the Contract is recovered however, the full amount of any additional annuity
payments is taxable. For Variable Annuity payments, in general, the non-taxable
portion of each payment is determined by dividing the "investment in the
contract" by the total number of expected periodic payments. The balance of each
payment is taxable, and the entire distribution will be taxable once the
recipient has recovered the dollar amount of the "investment in the contract."
For Fixed Annuity payments, in general, there is no tax on the portion of each
payment which represents the same ratio that the "investment in the contract"
bears to the total expected value of the annuity payments for the term of the
payments; however, the remainder of each annuity payment is taxable until the
recovery of the investment in the contract, and thereafter the full amount or
each annuity payment is taxable.
    
 
  PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a
Non-Qualified Contract (including systematic withdrawals, other partial
withdrawals, surrenders, and any other distribution), there may be imposed a
penalty tax equal to 10% of the amount treated as taxable income. The penalty
tax is not imposed in certain circumstances, including, generally,
distributions: (1) made on or after the date on which the Owner is age 59 1/2;
(2) made as a result of death of the Owner or disability of the taxpayer; or (3)
received in substantially equal installments as a life annuity. Other tax
penalties may apply to certain distributions pursuant to a Qualified Contract.
 
  TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a Contract
because of the death of an Owner. Generally, such amounts are includable in the
income of the recipient as follows: (1) if distributed in a lump sum, they are
taxed in the same manner as a full surrender of the Contract, as described
above, or (2) if distributed under an Annuity Option, they are taxed in the same
manner as annuity payments, as described above.
 
   
  MULTIPLE CONTRACTS. All non-qualified, deferred annuity contracts that are
issued by the Company (or its affiliates) to the same Owner during any calendar
year are to be treated as one annuity contract for purposes of determining the
amount includable in an individual's gross income. There may be other situations
in which the Treasury may conclude that it would be appropriate to aggregate two
or more annuity contracts purchased by the same investor. Accordingly, an Owner
should consult a competent tax advisor before purchasing more than one Contract
or other annuity contracts.
    
 
   
  TRANSFERS, ASSIGNMENTS OR EXCHANGES OF CONTRACTS. A transfer of ownership of a
Contract; the designation of an Annuitant, Payee or other Beneficiary who is not
also the Owner; the selection of certain Annuity Dates; or a change of
Annuitant; may result in certain income or gift tax consequences to the Owner
that are beyond the scope of this discussion. An Owner contemplating any such
transfer, assignment or change should contact a competent tax advisor in respect
to the potential tax effects of such a transaction.
    
 
  WITHHOLDING. Withholding of federal income taxes on the taxable portion of all
distributions may be required unless the recipient elects not to have any such
amounts withheld and properly notifies the Company of that election. Different
rules may apply to United States citizens or expatriates living abroad.
Withholding is mandatory for certain distributions from Qualified Contracts. In
addition, some states have enacted legislation requiring withholding.
 
                                       28
<PAGE>   62
 
   
  SECTION 1035 EXCHANGES. Code Section 1035 generally provides that no gain or
loss shall be recognized on the exchange of one annuity contract for another. If
the surrendered contract was issued prior to August 14, 1982, the tax rules that
formerly provided that the surrender was taxable only to the extent the amount
received exceeds the owner's investment in the contract will continue to apply
to amounts allocable to investment in the contract before August 14, 1982.
Special rules and procedures apply to Code Section 1035 transactions.
Prospective purchasers wishing to take advantage of Code Section 1035 should
consult their tax advisors.
    
 
  QUALIFIED PLANS. The Qualified Contract is designed for use with several types
of qualified plans. The tax rules applicable to participants and beneficiaries
in such qualified plans vary according to the type of plan and the terms and
conditions of the plan itself. Special favorable tax treatment may be available
for certain types of contributions and distributions (including special rules
for certain lump sum distributions). Adverse tax consequences may result from
contributions in excess of specified limits, distributions prior to age 59 1/2
(subject to certain exceptions), distributions that do not conform to specified
minimum distribution rules, aggregate distributions in excess of a specified
annual amount, and in certain other circumstances. Therefore, the Company makes
no attempt to provide more than general information about use of the Contract
with the various types of qualified plans. Owners and participants under
qualified plans as well as Annuitants, Payees and Beneficiaries are cautioned
that the rights of any person to any benefits under qualified plans may be
subject to the terms and conditions of the plan themselves, regardless of the
terms and conditions of the Contract issued in connection therewith. Owners of
Contracts for use with any qualified plan should seek competent legal and tax
advice regarding the suitability of the Contract therefor.
 
  SECTION 403(B) PLANS. Under Section 403(b) of the Code, payments made by
public school systems and certain tax exempt organizations to purchase annuity
policies for their employees are excludable from the gross income of the
employee, subject to certain limitations. However, such payments may be subject
to FICA (Social Security) taxes. Additionally, in accordance with the
requirements of the Code, Section 403(b) annuities generally may not permit
distribution of (i) elective contributions made in years beginning after
December 31, 1988, and (ii) earnings on those contributions and (iii) earnings
on amounts attributed to elective contributions held as of the end of the last
year beginning before January 1, 1989. Distributions of such amounts will be
allowed only upon the death of the employee, on or after attainment of age
59 1/2, separation from service, disability, or financial hardship, except that
income attributable to elective contributions may not be distributed in the case
of hardship.
 
  INDIVIDUAL RETIREMENT ANNUITIES. Sections 219 and 408 of the Code permit
individuals or their employers to contribute to an individual retirement program
known as an "Individual Retirement Annuity" or an "IRA". Individual Retirement
Annuities are subject to limitation on the amount which may be contributed and
deducted and the time when distributions may commence. In addition,
distributions from certain other types of qualified plans may be placed into an
Individual Retirement Annuity on a tax-deferred basis.
 
  CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS. Section 401(a)
and 403(a) of the Code permit corporate employers to establish various types of
retirement plans for employees and self-employed individuals to establish
qualified plans for themselves and their employees. Such retirement plans may
permit the purchase of the Contracts to provide benefits under the plans.
 
  DEFERRED COMPENSATION PLANS. Section 457 of the Code, while not actually
providing for a qualified plan as that term is normally used, provides for
certain deferred compensation plans with respect to service for state
governments, local governments, political sub-divisions, agencies,
instrumentalities and certain affiliates of such entities and tax exempt
organizations which enjoy special treatment. The Contracts can be used with such
plans. Under such plans a participant may specify the form of investment in
which his or her participation will be made. All such investments, however, are
owned by, and are subject to, the claims of the general creditors of the
sponsoring employer.
 
                          * * * * * * * * * * * * * *
 
  The above description of federal income tax consequences pertaining to the
different types of Qualified Plans that may be funded by the Contracts is only a
brief summary and is not intended as tax advice. The rules governing the
provisions of Qualified Plans are extremely complex and often difficult to
comprehend, and are subject to change. Anything less than full compliance with
the applicable rules, all of which are subject to change, may have significant
adverse tax consequences. A prospective purchaser considering the purchase of a
Contract in connection with a Qualified Plan should first consult a qualified
and competent tax advisor with regard to the suitability of the Contract as an
investment vehicle for the Qualified Plan.
 
                                       29
<PAGE>   63
 
- --------------------------------------------------------------------------------
 
DISTRIBUTION OF THE CONTRACTS
 
  CIGNA Financial Advisors, Inc. ("CFA") located at 900 Cottage Grove Road,
Bloomfield, Connecticut 06002 is the principal underwriter and the distributor
of the Contracts. CFA is a wholly-owned subsidiary of Connecticut General
Corporation, which is an affiliate of CIGNA Corporation. CFA may enter into
contracts with various broker-dealers to aid in the distribution of the
Contracts. The commissions paid to dealers are no greater than 6.75% of Premium
Payments.
- --------------------------------------------------------------------------------
 
HISTORICAL PERFORMANCE DATA
 
  The Company may from time to time disclose the current annualized yield of the
Money Market Sub-Account for a 7-day period in a manner which does not take into
consideration any realized or unrealized gains or losses on shares of the AIM
V.I. Money Market Series or on its portfolio securities. Yield figures will not
reflect withdrawal charges or premium taxes. The current annualized yield is
computed by determining the net change (exclusive of realized gains and losses
on the sale of securities and unrealized appreciation and depreciation) at the
end of the 7-day period in the value of a hypothetical account having a balance
of 1 variable accumulation unit of the Money Market Sub-Account at the beginning
of the 7-day period, dividing such net change in account value by the value of
the account at the beginning of the period to determine the base period return,
and annualizing this quotient on a 365-day basis. The net change in account
value reflects (i) net income from the Portfolio attributable to the
hypothetical account; and (ii) charges and deductions imposed under a Contract
that are attributable to the hypothetical account.
 
  The Company may also disclose the effective yield of the Money Market
Sub-Account for the same 7-day period, determined on a compounded basis. The
effective yield is calculated by compounding the unannualized base period return
by adding one to the base period return, raising the sum to a power equal to 365
divided by 7, and subtracting one from the result.
 
  The Company may also advertise or disclose the current annualized yield of one
or more of the Sub-Accounts of the Variable Account (except the Money Market
Sub-Account) for 30-day periods. The annualized yield of a Sub-Account refers to
income generated by the Sub-Account over a specific 30-day period. Because the
yield is annualized, the yield generated by a Sub-Account during the 30-day
period is assumed to be generated each 30-day period over a 12-month period. The
yield is computed by dividing the net investment income per variable
accumulation unit earned during the period by the maximum offering price per
unit on the last day of the period. The yield calculations do not reflect the
effect of any premium taxes or withdrawal charges that may be applicable to a
particular Contract.
 
  The Company may also advertise or disclose annual average total returns for
one or more Sub-Accounts of the Variable Account for various period of time. The
standardized total return of a Sub-Account refers to return quotations assuming
an investment has been held in the Sub-Account for various periods of time
including, but not limited to, one year, five years, and ten years (if the
Sub-Account has been in operation for those periods), and a period measured from
the date the Sub-Account commenced operations. Total returns represent the
average annual compounded rates of return that would equate the initial amount
invested to the redemption value of that investment as of the last day of each
of the periods for which total return quotations are provided. Accordingly, the
total return quotations will reflect not only income but also changes in
principal (i.e., variable accumulation unit) value, whereas the yield figures
will only reflect income. The standardized total return quotations reflect the
withdrawal charge, but the standardized yield figures will not.
 
  The Company may from time to time also disclose average annual total returns
in a non-standard format in conjunction with the standard format described
above. The non-standard format will be identical to the standard format except
that the withdrawal charge percentage will be assumed to be 0%. The Company may
from time to time also disclose cumulative total returns in conjunction with the
standard format described above. The cumulative returns will be calculated
assuming that the withdrawal charge is 0%.
 
  All non-standard performance data will only be advertised if the standard
performance data is also disclosed. Performance will vary from time to time and
historical results will not be representative of future performance. Performance
information may not provide a basis for comparison with other investments or
other investment companies using a different method of calculating performance.
Current yield is not fixed and varies with changes in investment income and
variable accumulation unit values. The Money Market Sub-Account's yield will be
affected if it experiences a net inflow of new money which is invested at
interest rates different from those being earned on its then-current
investments. An investor's principal in a Sub-Account and a Sub-Account's return
are not guaranteed and will fluctuate according to market conditions. And, as
noted above, advertised performance data figures will be historical figures for
a contract during the Accumulation Period.
 
  The Company may also from time to time use advertising which includes
hypothetical illustrations to compare the difference between the growth of a
taxable investment and a tax-deferred investment in a variable annuity.
 
  For additional information regarding the calculation of performance data,
please refer to the Statement of Additional Information.
 
                                       30
<PAGE>   64
 
- --------------------------------------------------------------------------------
 
STATEMENT OF ADDITIONAL INFORMATION
 
  A Statement of Additional Information is available (at no cost) which contains
more details concerning the subjects discussed in this Prospectus. The following
is the Table of Contents for that Statement:
 
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
THE CONTRACTS -- GENERAL PROVISIONS.........................    3
  The Contracts.............................................    3
  Loans.....................................................    3
  Non-Participating Contracts...............................    3
  Misstatement of Age.......................................    3
  Assignment................................................    3
  Evidence of Survival......................................    3
  Endorsement of Annuity Payments...........................    3
TAXATION OF THE COMPANY.....................................    3
INVESTMENT EXPERIENCE.......................................    3
  Variable Accumulation Unit Value and Variable Accumulation
     Value..................................................    3
  Net Investment Factor.....................................    4
SAMPLE CALCULATIONS AND TABLES..............................    4
  Variable Account Calculations.............................    4
  Withdrawal Charge and MVA Tables..........................    5
STATE REGULATION OF THE COMPANY.............................    6
ADMINISTRATION..............................................    6
DISTRIBUTION OF THE CONTRACTS...............................    7
CUSTODY OF ASSETS...........................................    7
HISTORICAL PERFORMANCE DATA.................................    7
  Money Market Sub-Account Yield............................    7
  Other Sub-Account Yields..................................    7
  Total Returns.............................................    8
  Other Performance Data....................................    8
LEGAL MATTERS...............................................    9
LEGAL PROCEEDINGS...........................................    9
EXPERTS.....................................................    9
FINANCIAL STATEMENTS........................................    9
  Connecticut General Life Insurance Company................   10
  CG Variable Annuity Separate Account......................   29
</TABLE>
 
                                       31
<PAGE>   65
 
   
                                   APPENDIX A
    
 
   
CONDENSED FINANCIAL INFORMATION
    
 
   
  There follows, for each of the nine Sub-Accounts available under the Contracts
during the Variable Account's fiscal year ended December 31, 1996, information
regarding the changes in the accumulation unit values during the period ended
December 31, 1996 and the number of accumulation units outstanding at December
31, 1996. During 1995, the Account changed its fiscal year end from January 31
to December 31, effective in the year beginning January 1, 1996. Accordingly,
the information which follows includes the eleven months transition period ended
December 31, 1995.
    
 
   
<TABLE>
<CAPTION>
                                                                                                                NUMBER OF
                                                                                                               ACCUMULATION
                              ACCUMULATION UNIT   ACCUMULATION UNIT   ACCUMULATION UNIT   ACCUMULATION UNIT       UNITS
                                ENDING VALUE        ENDING VALUE        ENDING VALUE        ENDING VALUE      OUTSTANDING AT
        SUB-ACCOUNT              AT 01/31/94         AT 01/31/95         AT 12/31/95         AT 12/31/96         12/31/96
        -----------           -----------------   -----------------   -----------------   -----------------   --------------
<S>                           <C>                 <C>                 <C>                 <C>                 <C>
AIM V.I. Capital
  Appreciation..............    $12.38041595        $11.73552614        $15.92378352         $18.467244         16,934,302
AIM V.I. Diversified
  Income....................    $10.74882414        $ 9.93099697        $11.58511339         $12.591387          4,290,852
AIM V.I. Global Utilities...    $         --        $10.23506635        $12.50840432         $13.826403            796,782
AIM V.I. Government
  Securities................    $10.25974178        $ 9.77511075        $10.99124674         $11.089217          1,864,171
AIM V.I. Growth.............    $11.44824866        $10.49090794        $13.97787385         $16.280681          9,484,547
AIM V.I. Growth and
  Income....................    $         --        $10.21572537        $13.38512650         $15.835279          5,709,782
AIM V.I. International
  Equity....................    $12.29642468        $10.73834133        $13.15613040         $15.578350          9,121,429
AIM V.I. Money Market.......    $10.08363319        $10.37828057        $10.77544248         $11.155653          4,855,567
AIM V.I. Value..............    $11.92155242        $11.52168559        $15.50537319         $17.590804         18,443,298
</TABLE>
    
 
   
  For the periods shown, the total mortality and expense risk charge and
administrative fee imposed was at an annual rate of 1.35%.
    
 
                                       32
<PAGE>   66
 
                  PART B. STATEMENT OF ADDITIONAL INFORMATION
<PAGE>   67
 
                      STATEMENT OF ADDITIONAL INFORMATION
 
                      AIM/CIGNA HERITAGE VARIABLE ANNUITY
 
                                 Issued through
 
                      CG VARIABLE ANNUITY SEPARATE ACCOUNT
 
                                   Offered by
 
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
                             Home Office Location:
                             900 Cottage Grove Road
                         Bloomfield, Connecticut 06002
 
                                Mailing Address:
                           CIGNA Individual Insurance
                            Annuity & Variable Life
                         Service Center; Routing S-249
                            Hartford, CT 06152-2249
                                 (800) 552-9898
 
  This Statement of Additional Information ("Statement") expands upon subjects
discussed in the current Prospectus for the Variable Annuity Contracts (the
"Contracts") offered by Connecticut General Life Insurance Company through CG
Variable Annuity Separate Account. You may obtain a copy of the Prospectus dated
May 1, 1997, by calling (800) 552-9898, or by writing to Connecticut General
Life Insurance Company at the mailing address shown above. Terms used in the
current Prospectus for the Contracts are incorporated in this Statement.
 
  THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACTS AND CG VARIABLE
ANNUITY SEPARATE ACCOUNT.
 
Dated: May 1, 1997
<PAGE>   68
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
THE CONTRACTS -- GENERAL PROVISIONS.........................    3
  The Contracts.............................................    3
  Loans.....................................................    3
  Non-Participating Contracts...............................    3
  Misstatement of Age.......................................    3
  Assignment................................................    3
  Evidence of Survival......................................    3
  Endorsement of Annuity Payments...........................    3
TAXATION OF THE COMPANY.....................................    3
INVESTMENT EXPERIENCE.......................................    3
  Variable Accumulation Unit Value and Variable Accumulation
     Value..................................................    3
  Net Investment Factor.....................................    4
SAMPLE CALCULATIONS AND TABLES..............................    4
  Variable Account Calculations.............................    4
  Withdrawal Charge and Market Value Adjustment Tables......    5
STATE REGULATION OF THE COMPANY.............................    6
ADMINISTRATION..............................................    6
DISTRIBUTION OF THE CONTRACTS...............................    7
CUSTODY OF ASSETS...........................................    7
HISTORICAL PERFORMANCE DATA.................................    7
  Money Market Sub-Account Yield............................    7
  Other Sub-Account Yields..................................    7
  Total Returns.............................................    8
  Other Performance Data....................................    8
LEGAL MATTERS...............................................    9
LEGAL PROCEEDINGS...........................................    9
EXPERTS.....................................................    9
FINANCIAL STATEMENTS........................................    9
  Connecticut General Life Insurance Company................   10
  CG Variable Annuity Separate Account......................   29
</TABLE>
 
                                        2
<PAGE>   69
 
  In order to supplement the description in the Prospectus, the following
provides additional information about Connecticut General Life Insurance Company
(the "Company") and the Contracts which may be of interest to a Contract Owner.
Terms have the same meaning as in the Prospectus, unless otherwise indicated.
 
- --------------------------------------------------------------------------------
 
                      THE CONTRACTS -- GENERAL PROVISIONS
 
  THE CONTRACTS. A Contract, attached riders, amendments, any application, and
any applications, for additional amounts, form the entire contract. Only the
President, a Vice President, an Assistant Vice President, a Secretary, a
Director, or an Assistant Director of the Company may change or waive any
provision in a Contract. Any changes or waivers must be in writing.
 
  The Company may change or amend the Contracts if such change or amendment is
necessary for the Contracts to comply with or take advantage of any state or
federal law, rule or regulation.
 
  LOANS. Under the Contracts, loans are not permitted.
 
  NON-PARTICIPATING CONTRACTS. The Contracts do not participate or share in the
profits or surplus earnings of the Company.
 
  MISSTATEMENT OF AGE. If the age of the Annuitant is misstated, any amounts
payable by the Company under the Contract will be adjusted to be those amounts
which the Premium Payments would have purchased for the correct age, according
to the Company's rates in effect on the Date of Issue. Any overpayment by the
Company, with interest at the rate of 6% per year, compounded annually, will be
charged against the payments to be made next succeeding the adjustment. Any
underpayment by the Company will be paid in a lump sum.
 
  ASSIGNMENT. During the lifetime of the Annuitant the Owner may assign any
rights under a Contract as security for a loan or other reasons. This does not
change the ownership of a Contract, but the rights of the Owner and any
Beneficiary are subject to the terms of the assignments. An assignment will not
be binding on the Company until the original assignment or a certified copy has
been filed at the Annuity & Variable Life Service Center. The Company is not
responsible for the validity of the assignment. An assignment may have income
tax consequences. Rights under Qualified Contracts may not be assignable.
 
  EVIDENCE OF SURVIVAL. The Company reserves the right to require evidence of
the survival of any Payee at the time any payment payable to such Payee is due
under the following Annuity Options: Life Annuity (fixed), Life Annuity with
Certain Period (fixed), Cash Refund Life Annuity (fixed), Variable Life Annuity,
and Variable Life Annuity with Certain Period.
 
  ENDORSEMENT OF ANNUITY PAYMENTS. The Company will make each annuity payment at
its Home Office by check. Each check must be personally endorsed by the Payee,
and the Company may require that proof of the Annuitant's survival be furnished.
 
- --------------------------------------------------------------------------------
 
                            TAXATION OF THE COMPANY
 
  The Company at present is taxed as a life insurance company under part I of
Subchapter L of the Internal Revenue Code of 1986, as amended. The Variable
Account is treated as part of the Company and, accordingly, will not be taxed
separately as a "regulated investment company" under Subchapter M of the Code.
The Company does not expect to incur any federal income tax liability with
respect to investment income and net capital gains arising from the activities
of the Variable Account retained as part of the reserves under the Contract.
Based on this expectation, it is anticipated that no charges will be made
against the Variable Account for federal income taxes. If, in future years, any
federal income taxes or other economic burden are incurred by the Company with
respect to the Variable Account or the Contracts, the Company may make a charge
for any such amounts that are attributable to the Variable Account.
 
- --------------------------------------------------------------------------------
 
                             INVESTMENT EXPERIENCE
 
  On any Valuation Date, the Variable Account value is equal to the totals of
the values allocated to the Contract in each Variable Account Sub-Account. The
portion of an Owner's Annuity Account Value held in any Variable Account
Sub-Account is equal to the number of Sub-Account units allocated to a Contract
multiplied by the Sub-Account accumulation unit value as described below.
 
  VARIABLE ACCUMULATION UNIT VALUE AND VARIABLE ACCUMULATION VALUE. Upon receipt
of a Premium Payment by the Company, all or that portion, if any, of the Premium
Payment to be allocated to the Variable Account Sub-Accounts will be credited to
the Variable Account in the form of Variable Accumulation Units. The number of
particular Variable Accumulation Units to be credited is determined by dividing
the dollar amount allocated to the particular Variable Account Sub-Account by
the Variable Accumulation Unit Value for the particular Variable Account
Sub-Account for the Valuation Period during which the Premium Payment is
received by the Company (for the initial Premium Payment, for the Valuation
Period during which the Premium Payment is accepted).
 
  The Variable Accumulation Unit Value for each Variable Account Sub-Account was
established at $10.00 for the first Valuation Period of the particular Variable
Account Sub-Account. The Variable Accumulation Unit Value for the particular
Variable Account Sub-Account for any subsequent Valuation Period is determined
by multiplying the Variable Accumulation Unit Value for the particu-
 
                                        3
<PAGE>   70
 
lar Variable Account Sub-Account for the immediately preceding Valuation Period
by the Net Investment Factor for the particular Variable Account Sub-Account for
such subsequent Valuation Period. The Variable Accumulation Unit Value for each
Variable Account Sub-Account for any Valuation Period is the value determined as
of the end of the particular Valuation Period and may increase, decrease, or
remain constant from Valuation Period to Valuation Period.
 
  The variable accumulation value of the Annuity Account, if any, for any
Valuation Period is equal to the sum of the value of all Variable Accumulation
Units of each Variable Account Sub-Account credited to the Variable Account for
such Valuation Period. The variable accumulation value of each Variable Account
Sub-Account is determined by multiplying the number of Variable Accumulation
Units, if any, credited to each Variable Account Sub-Account by the Variable
Accumulation Unit Value of the particular Variable Account Sub-Account for such
Valuation Period.
 
  NET INVESTMENT FACTOR. The Net Investment Factor is an index applied to
measure the investment performance of a Variable Account Sub-Account from one
Valuation Period to the next. The Net Investment Factor may be greater or less
than or equal to 1.0; therefore, the value of a Variable Accumulation Unit may
increase, decrease, or remain the same.
 
  The Net Investment Factor for any Variable Account Sub-Account for any
Valuation Period is determined by dividing (a) by (b) and then subtracting (c)
from the result where:
 
          (a) is the net result of:
 
             (1) the net asset value of a Fund share held in the Variable
        Account 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 the Fund shares held in the Variable Account Sub-Account if
        the "ex-dividend" date occurs during the Valuation Period, plus or minus
 
             (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
        Variable Account Sub-Account;
 
          (b) is the net asset value of the Fund share held in the Variable
     Account Sub-Account determined as of the end of the preceding Valuation
     Period; and
 
          (c) is the total of charges for mortality and expense risks, and the
     administrative expense fee during the Valuation Period.
 
- --------------------------------------------------------------------------------
 
                         SAMPLE CALCULATIONS AND TABLES
 
VARIABLE ACCOUNT CALCULATIONS
 
  VARIABLE ACCUMULATION UNIT VALUE CALCULATION. Assume the net asset value of a
Fund share at the end of the current Valuation Period is $16.50; and its value
at the end of the immediately preceding Valuation Period was $16.46; the
Valuation Period is one day; and no dividends or distributions caused Fund
shares to go "ex-dividend" during the current Valuation Period. $16.50 divided
by $16.46 is 1.002430134. Subtracting the one day risk factor for mortality and
expense risks and the administrative expense charge of .00003723754 (the daily
equivalent of the current charge of 1.35% on an annual basis) gives a net
investment factor of 1.00239289646. If the value of the Variable Accumulation
Unit for the immediately preceding Valuation Period had been $14.7036925, the
value for the current Valuation Period would be $14.73887691 ($14.7036925 X
1.00239289646).
 
  VARIABLE ANNUITY UNIT VALUE CALCULATION. The assumptions in the above example
exist. Also assume that the value of an Annuity Unit for the immediately
preceding Valuation Period had been $13.5791357. If the first variable annuity
payment is determined by using an assumed interest rate of 3% per year, the
value of the Annuity Unit for the current Valuation Period would be $13.61016662
[$13.5791357 X 1.00239289646 (the net investment factor) X 0.999892552].
0.999892552 is the factor, for a one day Valuation Period, that neutralizes the
assumed interest rate of four percent (4%) per year used to establish the
Annuity Payment Rates found in the Contract.
 
  VARIABLE ANNUITY PAYMENT CALCULATION. Assume that a Participant's Variable
Annuity Account is credited with 5319.7531 Variable Accumulation Units of a
particular Sub-Account; that the Variable Accumulation Unit Value and the
Annuity Unit Value for the particular Sub-Account for the Valuation Period which
ends immediately preceding the Annuity Date are $14.7036925 and $13.5791357
respectively; that the Annuity Payment Rate for the age and option elected is
$6.52 per $1,000; and that the Annuity Unit Value on the day prior to the second
variable annuity payment date is $13.61017004. The first variable annuity
payment would be $509.99 (5319.7531 X $14.7036925 X 6.52 divided by 1,000). The
number of Annuity Units credited would be 37.5569 ($509.99 divided by
$13.5791357) and the second variable annuity payment would be $511.16 (37.5569 X
$13.61017004).
 
                                        4
<PAGE>   71
 
WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT TABLES
 
  The following example illustrates the detailed calculations for a $100,000
deposit into the Fixed Account with a guaranteed rate of 8% for a duration of
five years. The intent of the example is to show the effect of the Market Value
Adjustment ("MVA") and the 3% minimum guarantee under various interest rates on
the calculation of the cash surrender value. The effect of the MVA is reflected
in the index rate factor in column (2) and the minimum 3% guarantee is shown
under column (4) under the "Surrender Value Calculation". The effect of the
withdrawal charge and any taxes, such as premium taxes, is not shown. The
"Market Value Adjustment Tables" and "Minimum Value Calculation" contain the
explicit calculation of the index factors and the 3% minimum guarantee
respectively.
 
- --------------------------------------------------------------------------------
 
                     SAMPLE CALCULATIONS FOR MALE 35 ISSUE
 
                             CASH SURRENDER VALUES
 
<TABLE>
<S>                                                           <C>
Single premium..............................................           $100,000
Premium taxes...............................................              0
Withdrawals.................................................             None
Guaranteed period...........................................           5 years
Guaranteed interest rate....................................              8%
Annuity date................................................            Age 70
Index rate A................................................             7.5%
Index rate B................................................  8.00% end of policy year 1
                                                              7.75% end of policy year 2
                                                              7.00% end of policy year 3
                                                              6.50% end of policy year 4
Percentage adjustment to B..................................             0.5%
</TABLE>
 
- --------------------------------------------------------------------------------
 
                          SURRENDER VALUE CALCULATION
 
<TABLE>
<CAPTION>
                         (1)             (2)            (3)           (4)            (5)             (6)            (7)
                       --------      -----------      --------      --------      ----------      ---------      ---------
                                                      ADJUSTED
      CONTRACT         ANNUITY          INDEX         ANNUITY       MINIMUM       GREATER OF      SURRENDER      SURRENDER
        YEAR            VALUE        RATE FACTOR       VALUE         VALUE         (3)&(4)         CHARGE          VALUE
      --------         --------      -----------      --------      --------      ----------      ---------      ---------
<S>                    <C>           <C>              <C>           <C>           <C>             <C>            <C>
  1..................  $107,965       0.963640        $104,039      $102,965       $104,039        $5,950        $ 98,089
  2..................  $116,567       0.993056        $115,758      $106,019       $115,758        $5,100        $110,658
  3..................  $125,858       1.000000        $125,858      $109,165       $125,858        $4,250        $121,608
  4..................  $135,891       1.004673        $136,526      $112,404       $136,526        $3,400        $133,126
  5..................  $146,727       1.000000        $146,727      $115,742       $146,727        $2,550        $144,177
</TABLE>
 
- --------------------------------------------------------------------------------
 
                           ANNUITY VALUE CALCULATION
 
<TABLE>
<CAPTION>
               CONTRACT YEAR                          ANNUITY VALUE
               -------------                 --------------------------------
<S>                                          <C>
  1........................................  $100,000 X 1.08 - $35 = $107,965
  2........................................  $107,965 X 1.08 - $35 = $116,567
  3........................................  $116,567 X 1.08 - $35 = $125,858
  4........................................  $125,858 X 1.08 - $35 = $135,891
  5........................................  $135,891 X 1.08 - $35 = $146,727
</TABLE>
 
                                        5
<PAGE>   72
 
- --------------------------------------------------------------------------------
 
                          SURRENDER CHARGE CALCULATION
 
<TABLE>
<CAPTION>
                               (1)                               (2)                              (3)
                          -------------            --------------------------------            ---------
                            SURRENDER              SURRENDER CHARGE FACTOR ADJUSTED            SURRENDER
     CONTRACT YEAR        CHARGE FACTOR              FOR FREE PARTIAL WITHDRAWALS               CHARGE
     -------------        -------------            --------------------------------            ---------
<S>                       <C>                      <C>                                         <C>
  1.....................      0.07                              0.0595                          $5,950
  2.....................      0.06                              0.0510                          $5,100
  3.....................      0.05                              0.0425                          $4,250
  4.....................      0.04                              0.0340                          $3,400
  5.....................      0.03                              0.0255                          $2,550
</TABLE>
 
- --------------------------------------------------------------------------------
 
                         MARKET VALUE ADJUSTMENT TABLES
 
<TABLE>
<CAPTION>
                                 INTEREST RATE FACTOR CALCULATION
- --------------------------------------------------------------------------------------------------
                                                                                            (5)
                        (1)             (2)                (3)               (4)          --------
                       ------          ------          ------------          ---          (1+A)(N)
                       INDEX           INDEX             ADJUSTED                         --------
    CONTRACT YEAR      RATE A          RATE B          INDEX RATE B           N           (I+B)(N)
    -------------      ------          ------          ------------          ---          --------
<S>                    <C>             <C>             <C>                   <C>          <C>
  1..................   7.5%            8.00               8.50               4           0.963640
  2..................   7.5%            7.75               7.75               3           0.993056
  3..................   7.5%            7.00               7.50               2           1.000000
  4..................   7.5%            6.50               7.00               1           1.004673
  5..................   7.5%              NA                 NA               0                 NA
</TABLE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                          MINIMUM VALUE CALCULATION
- -----------------------------------------------------------------------------
               CONTRACT YEAR                          MINIMUM VALUE
               -------------                 --------------------------------
<S>                                          <C>
  1........................................  $100,000 X 1.03 - $35 = $102,965
  2........................................  $102,965 X 1.03 - $35 = $106,019
  3........................................  $106,019 X 1.03 - $35 = $109,165
  4........................................  $109,165 X 1.03 - $35 = $112,404
  5........................................  $112,404 X 1.03 - $35 = $115,742
</TABLE>
 
- --------------------------------------------------------------------------------
 
                        STATE REGULATION OF THE COMPANY
 
  The Company, a Connecticut corporation, is subject to regulation by the
Connecticut Department of Insurance. An annual statement is filed with the
Connecticut Department of Insurance each year covering the operations and
reporting on the financial condition of the Company as of December 31 of the
preceding year. Periodically, the Connecticut Department of Insurance or other
authorities examine the liabilities and reserves of the Company and the Variable
Account, and a full examination of the Company's operations is conducted
periodically by the Connecticut Department of Insurance. In addition, the
Company is subject to the insurance laws and regulations of other states within
which it is licensed to operate.
 
  A Contract is governed by the law of the state in which it is delivered. The
values and benefits of each policy are at least equal to those required by such
state.
 
- --------------------------------------------------------------------------------
 
                                 ADMINISTRATION
 
  The Company performs certain administrative functions relating to the
Contracts, the Fixed Account, and the Variable Account. These functions include,
among other things, maintaining the books and records of the Variable Account,
the Fixed Account, and the Sub-Accounts, and maintaining records of the name,
address, taxpayer identification number, contract number, Annuity Account number
and type, the status of each Annuity Account and other pertinent information
necessary to the administration and operation of the Contracts.
 
                                        6
<PAGE>   73
 
- --------------------------------------------------------------------------------
 
                         DISTRIBUTION OF THE CONTRACTS
 
  The offering of the Contracts is continuous. The Contracts will be sold by
licensed insurance agents in those states where the Contracts 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. and who have entered into
distribution agreements with the Company and the principal underwriter for the
Contracts, CIGNA Financial Advisors, Inc. ("CFA"), Bloomfield, Connecticut,
which is an affiliate of the Company as well as of CIGNA Corporation. CFA is
registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. CFA also acts as the general distributor
of other variable annuity contracts and of variable life insurance contracts
issued by the Company. Commissions and other distribution compensation will be
paid by the Company and will not be more than 6.75% of Premium Payments. The
Company received $1,075,638 in deferred sales charges attributable to the
Variable Account portion of the Contracts during the year ended December 31,
1996.
 
  Sales charges on the Contracts are as described in the Prospectus. There are
no variations in sales load.
 
- --------------------------------------------------------------------------------
 
                               CUSTODY OF ASSETS
 
  The Company is the Custodian of the assets of the Variable Account. The
Company will purchase Fund shares at net asset value in connection with amounts
allocated to the Variable Account Sub-Accounts in accordance with the
instructions of the Purchasers and redeem Fund shares at net asset value for the
purpose of meeting the contractual obligations of the Variable Account, paying
charges relative to the Variable Account or making adjustments for annuity
reserves held in the Variable Account. The assets of the Sub-Accounts of the
Variable Account are held separate and apart from the assets of any other
segregated asset accounts of the Company and separate and apart from the
Company's general account assets. The Company maintains records of all purchases
and redemptions of shares of the Fund held by each of the Sub-Accounts of the
Variable Account. Additional protection for the assets of the Variable Account
is afforded by the Company's fidelity bond covering the acts of officers and
employees of the Company which is presently (as of May 1, 1997) in the amount of
$100,000,000.
 
- --------------------------------------------------------------------------------
 
                          HISTORICAL PERFORMANCE DATA
 
  Historical performance data as of December 31, 1996 for each of the
Sub-Accounts of the Separate Account follows in the Financial Statements.
 
  MONEY MARKET SUB-ACCOUNT YIELD. The Company may from time to time disclose the
current annualized yield of the Money Market Sub-Account, which invests in the
Money Market Fund, for a 7-day period in a manner which does not take into
consideration any realized or unrealized gains or losses on shares of the Money
Market Fund or on its portfolio securities. This current annualized yield is
computed by determining the net change (exclusive of realized gains and losses
on the sale of securities and unrealized appreciation and depreciation) at the
end of the 7-day period in the value of a hypothetical account having a balance
of 1 unit of the Money Market Sub-Account at the beginning of the 7-day period,
dividing such net change in account value by the value of the account at the
beginning of the period to determine the base period return, and annualizing
this quotient on a 365-day basis. The net change in account value reflects (i)
net income from the Money Market Fund attributable to the hypothetical account;
and (ii) charges and deductions imposed under a Contract that are attributable
to the hypothetical account.
 
  The Company may also disclose the effective yield of the Money Market
Sub-Account for the same 7-day period, determined on a compounded basis. The
effective yield is calculated by compounding the unannualized base period return
by adding one to the base period return, raising the sum to a power equal to 365
divided by 7, and subtracting one from the result.
 
  The effective yield is calculated by compounding the unannualized base period
return according to the following formula:
 
  EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)(365/7)] - 1
 
  The yield on amounts held in the Money Market Sub-Account normally will
fluctuate on a daily basis. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. The Money Market Sub-Account's actual yield is affected by changes in
interest rates on money market securities, average portfolio maturity of the
Money Market Fund, the types and quality of portfolio securities held by the
Money Market Fund and its operating expenses. The yield figures do not reflect
withdrawal charges or premium taxes.
 
  OTHER SUB-ACCOUNT YIELDS. The Company may from time to time advertise or
disclose the current annualized yield of one or more of the Sub-Accounts of the
Variable Account (except the Money Market Sub-Account) for 30-day periods. The
annualized yield of a Sub-Account refers to income generated by the Sub-Account
over a specific 30-day period. Because the yield is annualized, the yield
generated by a Sub-Account during the 30-day period is assumed to be generated
each 30-day period over a 12-month period. The yield is computed by: (i)
dividing the net investment income per accumulation unit earned during the
period by the maximum offering price per unit on the last day of the period,
according to the following formula:
 
                                        7
<PAGE>   74
 
          Yield = 2 [(a - b + 1)(6) - 1]
                      -----
                       cd

        Where:
 
          a = Net investment income earned during the period by the Fund
     attributable to shares owned by the Sub-Account.
 
          b = Expenses accrued for the period.
 
          c = The average daily number of accumulation units outstanding during
     the period.
 
          d = The maximum offering price per accumulation unit on the last day
     of the period.
 
  Because of the charges and deductions imposed by the Variable Account, the
yield for a Sub-Account of the Variable Account will be lower than the yield for
its corresponding Fund. The yield calculations do not reflect the effect of any
premium taxes or withdrawal charges that may be applicable to a particular
Contract. Withdrawal charges range from 7% to 1% of the amount withdrawn on
total Premium Payments paid less prior partial surrenders, based on the Contract
Year of surrender.
 
  The yield on amounts held in the Sub-Accounts of the Variable Account normally
will fluctuate over time. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. A Sub-Account's actual yield is affected by the types and quality of the
Fund's investments and its operating expenses.
 
  TOTAL RETURNS. The Company may from time to time also advertise or disclose
annual average total returns for one or more of the Sub-Accounts of the Variable
Account for various periods of time. When a Sub-Account has been in operation
for 1, 5 and 10 years, respectively, the total return for these periods will be
provided. Total returns for other periods of time may from time to time also be
disclosed. Total returns represent the average annual compounded rates of return
that would equate the initial amount invested to the redemption value of that
investment as of the last day of each of the periods.
 
  Total returns will be calculated using Sub-Account Unit Values which the
Company calculates on each Valuation Period based on the performance of the
Sub-Account's underlying Portfolio, and the deductions for the mortality and
expense risk charge, the administrative expense charge, and the Annuity Account
Fee. The Annuity Account Fee is reflected by dividing the total amount of such
charges collected during the year that are attributable to the Variable Account
by the total average net assets of all the Variable Sub-Accounts. The resulting
percentage is deducted from the return in calculating the ending redeemable
value. These figures will not reflect any premium taxes or charges or credits
for market value adjustments. Total return calculations will reflect the effect
of withdrawal charges that may be applicable to a particular period. The total
return will then be calculated according to the following formula:
 
        P(l + T)(n) = ERV
 
        Where:
 
          P = A hypothetical initial Premium Payment of $1,000.
 
          T = Average annual total return.
 
          n = Number of years in the period.
 
          ERV = Ending redeemable value of a hypothetical $1,000 payment made at
     the beginning of the one, five or ten-year period, at the end of the one,
     five or ten-year period (or fractional portion thereof).
 
  OTHER PERFORMANCE DATA. The Company may from time to time also disclose
average annual total returns in a non-standard format in conjunction with the
standard format described above. The non-standard format will be identical to
the standard format except that the withdrawal charge percentage will be assumed
to be 0%.
 
  The Company may also from time to time also disclose cumulative total returns
in conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula assuming that the withdrawal
charge percentage will be 0%.
 
        CTR = (ERV/P) - 1
 
        Where:
 
          CTR = The cumulative total return net of Sub-Account recurring charges
     for the period.
 
                                        8
<PAGE>   75
 
          ERV = The ending redeemable value of the hypothetical investment made
     at the beginning of the one, five or ten-year period, at the end of the
     one, five or ten-year period (or fractional portion thereof).
 
          P = A hypothetical initial payment of $10,000
 
  All non-standard performance data will only be advertised if the standard
performance data is also disclosed.
 
  The Company may also from time to time use advertising which includes
hypothetical illustrations to compare the difference between the growth of a
taxable investment and a tax-deferred investment in a variable annuity.
 
- --------------------------------------------------------------------------------
 
                                 LEGAL MATTERS
 
  Legal advice regarding certain matters relating to the federal securities laws
applicable to the issuance of the Contracts described in this Prospectus has
been provided by Edwin L. Kerr, Counsel, Individual Insurance, CIGNA Companies.
All matters of Connecticut law pertaining to the Contracts, including the
validity of the Contracts and the Company's right to issue the Contracts under
Connecticut Insurance Law and any other applicable state insurance or securities
laws, have been passed upon by Robert A. Picarello, Chief Counsel, Individual
Insurance, CIGNA Companies.
 
- --------------------------------------------------------------------------------
 
                               LEGAL PROCEEDINGS
 
  There are no legal proceedings to which the Variable Account is a party or to
which the assets of the Variable Account are subject. The Company is not
involved in any litigation that is of material importance in relation to its
total assets or that relates to the Variable Account.
 
- --------------------------------------------------------------------------------
 
                                    EXPERTS
 
  The consolidated financial statements of Connecticut General Life Insurance
Company as of December 31, 1996 and 1995 and for each of the three years in the
period ended December 31, 1996 included in this Statement of Additional
Information, have been so included in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting. Price Waterhouse LLP's consent to this reference to the
firm as an "expert" is filed as an exhibit to the registration statement of
which this Statement of Additional Information is a part.
 
- --------------------------------------------------------------------------------
 
                              FINANCIAL STATEMENTS
 
  The consolidated financial statements of the Company which are included in
this Statement of Additional Information should be considered only as bearing on
the ability of the Company to meet the obligations under the Contracts. They
should not be considered as bearing on the investment performance of the assets
held in the Variable Account, or on the Guaranteed Interest Rate credited by the
Company during a Guaranteed Period.
 
  The Financial Statements of the Variable Account as of December 31, 1996 are
also included. The Account changed its fiscal year from January 31 to December
31 effective in the year beginning January 1, 1996. Accordingly, the
accompanying financial statements include the eleven month transition period
ended December 31, 1995.
 
- --------------------------------------------------------------------------------
 
                                        9
<PAGE>   76
 
                            CONNECTICUT GENERAL LIFE
 
                               INSURANCE COMPANY
 
                       CONSOLIDATED FINANCIAL STATEMENTS
 
                               DECEMBER 31, 1996
                                 TO BE SUPPLIED
 
                                       10
<PAGE>   77
 
               PART B. STATEMENT OF ADDITIONAL INFORMATION NO. 2
<PAGE>   78
 
                      STATEMENT OF ADDITIONAL INFORMATION
 
   
                     AIM/CIGNA HERITAGE II VARIABLE ANNUITY
    
 
                                 Issued through
 
                      CG VARIABLE ANNUITY SEPARATE ACCOUNT
 
                                   Offered by
 
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
                             Home Office Location:
                             900 Cottage Grove Road
                         Bloomfield, Connecticut 06002
 
                                Mailing Address:
                           CIGNA Individual Insurance
                            Annuity & Variable Life
                         Service Center; Routing S-249
                            Hartford, CT 06152-2249
                                 (800) 552-9898
 
   
  This Statement of Additional Information ("Statement") expands upon subjects
discussed in the current Prospectus for the Variable Annuity Contracts (the
"Contracts") offered by Connecticut General Life Insurance Company through CG
Variable Annuity Separate Account. You may obtain a copy of the Prospectus dated
August   , 1997, by calling (800) 552-9898, or by writing to Connecticut General
Life Insurance Company at the mailing address shown above. Terms used in the
current Prospectus for the Contracts are incorporated in this Statement.
    
 
  THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACTS AND CG VARIABLE
ANNUITY SEPARATE ACCOUNT.
 
   
Dated: August   , 1997
    
<PAGE>   79
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
THE CONTRACTS -- GENERAL PROVISIONS.........................    3
  The Contracts.............................................    3
  Loans.....................................................    3
  Non-Participating Contracts...............................    3
  Misstatement of Age.......................................    3
  Assignment................................................    3
  Evidence of Survival......................................    3
  Endorsement of Annuity Payments...........................    3
TAXATION OF THE COMPANY.....................................    3
INVESTMENT EXPERIENCE.......................................    3
  Variable Accumulation Unit Value and Variable Accumulation
     Value..................................................    3
  Net Investment Factor.....................................    4
SAMPLE CALCULATIONS AND TABLES..............................    4
  Variable Account Calculations.............................    4
  Withdrawal Charge and Market Value Adjustment Tables......    5
STATE REGULATION OF THE COMPANY.............................    6
ADMINISTRATION..............................................    6
DISTRIBUTION OF THE CONTRACTS...............................    7
CUSTODY OF ASSETS...........................................    7
HISTORICAL PERFORMANCE DATA.................................    7
  Money Market Sub-Account Yield............................    7
  Other Sub-Account Yields..................................    7
  Total Returns.............................................    8
  Other Performance Data....................................    8
LEGAL MATTERS...............................................    9
LEGAL PROCEEDINGS...........................................    9
EXPERTS.....................................................    9
FINANCIAL STATEMENTS........................................    9
  Connecticut General Life Insurance Company................   10
  CG Variable Annuity Separate Account......................   29
</TABLE>
 
                                        2
<PAGE>   80
 
  In order to supplement the description in the Prospectus, the following
provides additional information about Connecticut General Life Insurance Company
(the "Company") and the Contracts which may be of interest to a Contract Owner.
Terms have the same meaning as in the Prospectus, unless otherwise indicated.
 
- --------------------------------------------------------------------------------
 
                      THE CONTRACTS -- GENERAL PROVISIONS
 
  THE CONTRACTS. A Contract, attached riders, amendments, any application, and
any applications, for additional amounts, form the entire contract. Only the
President, a Vice President, an Assistant Vice President, a Secretary, a
Director, or an Assistant Director of the Company may change or waive any
provision in a Contract. Any changes or waivers must be in writing.
 
  The Company may change or amend the Contracts if such change or amendment is
necessary for the Contracts to comply with or take advantage of any state or
federal law, rule or regulation.
 
  LOANS. Under the Contracts, loans are not permitted.
 
  NON-PARTICIPATING CONTRACTS. The Contracts do not participate or share in the
profits or surplus earnings of the Company.
 
  MISSTATEMENT OF AGE. If the age of the Annuitant is misstated, any amounts
payable by the Company under the Contract will be adjusted to be those amounts
which the Premium Payments would have purchased for the correct age, according
to the Company's rates in effect on the Date of Issue. Any overpayment by the
Company, with interest at the rate of 6% per year, compounded annually, will be
charged against the payments to be made next succeeding the adjustment. Any
underpayment by the Company will be paid in a lump sum.
 
   
  ASSIGNMENT. During the lifetime of the Owner (before the Annuity Date) or of
the Annuitant (after the Annuity Date) the Owner may assign any rights under a
Contract as security for a loan or other reasons. This does not change the
ownership of a Contract, but the rights of the Owner and any Beneficiary are
subject to the terms of the assignments. An assignment will not be binding on
the Company until the original assignment or a certified copy has been filed at
the Annuity & Variable Life Service Center. The Company is not responsible for
the validity of the assignment. An assignment may have income tax consequences.
Rights under Qualified Contracts may not be assignable.
    
 
  EVIDENCE OF SURVIVAL. The Company reserves the right to require evidence of
the survival of any Payee at the time any payment payable to such Payee is due
under the following Annuity Options: Life Annuity (fixed), Life Annuity with
Certain Period (fixed), Cash Refund Life Annuity (fixed), Variable Life Annuity,
and Variable Life Annuity with Certain Period.
 
  ENDORSEMENT OF ANNUITY PAYMENTS. The Company will make each annuity payment at
its Home Office by check. Each check must be personally endorsed by the Payee,
and the Company may require that proof of the Annuitant's survival be furnished.
 
- --------------------------------------------------------------------------------
 
                            TAXATION OF THE COMPANY
 
  The Company at present is taxed as a life insurance company under part I of
Subchapter L of the Internal Revenue Code of 1986, as amended. The Variable
Account is treated as part of the Company and, accordingly, will not be taxed
separately as a "regulated investment company" under Subchapter M of the Code.
The Company does not expect to incur any federal income tax liability with
respect to investment income and net capital gains arising from the activities
of the Variable Account retained as part of the reserves under the Contract.
Based on this expectation, it is anticipated that no charges will be made
against the Variable Account for federal income taxes. If, in future years, any
federal income taxes or other economic burden are incurred by the Company with
respect to the Variable Account or the Contracts, the Company may make a charge
for any such amounts that are attributable to the Variable Account.
 
- --------------------------------------------------------------------------------
 
                             INVESTMENT EXPERIENCE
 
  On any Valuation Date, the Variable Account value is equal to the totals of
the values allocated to the Contract in each Variable Account Sub-Account. The
portion of an Owner's Annuity Account Value held in any Variable Account
Sub-Account is equal to the number of Sub-Account units allocated to a Contract
multiplied by the Sub-Account accumulation unit value as described below.
 
  VARIABLE ACCUMULATION UNIT VALUE AND VARIABLE ACCUMULATION VALUE. Upon receipt
of a Premium Payment by the Company, all or that portion, if any, of the Premium
Payment to be allocated to the Variable Account Sub-Accounts will be credited to
the Variable Account in the form of Variable Accumulation Units. The number of
particular Variable Accumulation Units to be credited is determined by dividing
the dollar amount allocated to the particular Variable Account Sub-Account by
the Variable Accumulation Unit Value for the particular Variable Account
Sub-Account for the Valuation Period during which the Premium Payment is
received by the Company (for the initial Premium Payment, for the Valuation
Period during which the Premium Payment is accepted).
 
  The Variable Accumulation Unit Value for each Variable Account Sub-Account was
established at $10.00 for the first Valuation Period of the particular Variable
Account Sub-Account. The Variable Accumulation Unit Value for the particular
Variable Account
 
                                        3
<PAGE>   81
 
Sub-Account for any subsequent Valuation Period is determined by multiplying the
Variable Accumulation Unit Value for the particular Variable Account Sub-Account
for the immediately preceding Valuation Period by the Net Investment Factor for
the particular Variable Account Sub-Account for such subsequent Valuation
Period. The Variable Accumulation Unit Value for each Variable Account
Sub-Account for any Valuation Period is the value determined as of the end of
the particular Valuation Period and may increase, decrease, or remain constant
from Valuation Period to Valuation Period.
 
  The variable accumulation value of the Annuity Account, if any, for any
Valuation Period is equal to the sum of the value of all Variable Accumulation
Units of each Variable Account Sub-Account credited to the Variable Account for
such Valuation Period. The variable accumulation value of each Variable Account
Sub-Account is determined by multiplying the number of Variable Accumulation
Units, if any, credited to each Variable Account Sub-Account by the Variable
Accumulation Unit Value of the particular Variable Account Sub-Account for such
Valuation Period.
 
  NET INVESTMENT FACTOR. The Net Investment Factor is an index applied to
measure the investment performance of a Variable Account Sub-Account from one
Valuation Period to the next. The Net Investment Factor may be greater or less
than or equal to 1.0; therefore, the value of a Variable Accumulation Unit may
increase, decrease, or remain the same.
 
  The Net Investment Factor for any Variable Account Sub-Account for any
Valuation Period is determined by dividing (a) by (b) and then subtracting (c)
from the result where:
 
          (a) is the net result of:
 
             (1) the net asset value of a Fund share held in the Variable
        Account 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 the Fund shares held in the Variable Account Sub-Account if
        the "ex-dividend" date occurs during the Valuation Period, plus or minus
 
             (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
        Variable Account Sub-Account;
 
          (b) is the net asset value of the Fund share held in the Variable
     Account Sub-Account determined as of the end of the preceding Valuation
     Period; and
 
          (c) is the total of charges for mortality and expense risks, and the
     administrative expense fee during the Valuation Period.
 
- --------------------------------------------------------------------------------
 
                         SAMPLE CALCULATIONS AND TABLES
 
   
VARIABLE ACCOUNT CALCULATIONS -- MORTALITY AND EXPENSE RISK CHARGE OF 1.10%
    
 
   
  VARIABLE ACCUMULATION UNIT VALUE CALCULATION. Assume the net asset value of a
Fund share at the end of the current Valuation Period is $16.50; and its value
at the end of the immediately preceding Valuation Period was $16.46; the
Valuation Period is one day; and no dividends or distributions caused Fund
shares to go "ex-dividend" during the current Valuation Period. $16.50 divided
by $16.46 is 1.002430134. Subtracting the one day risk factor for mortality and
expense risks and the administrative expense charge of .00003446182 (the daily
equivalent of the current charge of 1.25% on an annual basis) gives a net
investment factor of 1.00239567183. If the value of the Variable Accumulation
Unit for the immediately preceding Valuation Period had been $14.7036925, the
value for the current Valuation Period would be $14.73891772 ($14.7036925 X
1.00239567183).
    
 
   
  VARIABLE ANNUITY UNIT VALUE CALCULATION. The assumptions in the above example
exist. Also assume that the value of an Annuity Unit for the immediately
preceding Valuation Period had been $13.5791357. If the first variable annuity
payment is determined by using an assumed interest rate of 3% per year, the
value of the Annuity Unit for the current Valuation Period would be $13.61020431
[$13.5791357 X 1.00239567183 (the net investment factor) X 0.999892552].
0.999892552 is the factor, for a one day Valuation Period, that neutralizes the
assumed interest rate of four percent (4%) per year used to establish the
Annuity Payment Rates found in the Contract.
    
 
  VARIABLE ANNUITY PAYMENT CALCULATION. Assume that a Participant's Variable
Annuity Account is credited with 5319.7531 Variable Accumulation Units of a
particular Sub-Account; that the Variable Accumulation Unit Value and the
Annuity Unit Value for the particular Sub-Account for the Valuation Period which
ends immediately preceding the Annuity Date are $14.7036925 and $13.5791357
respectively; that the Annuity Payment Rate for the age and option elected is
$6.52 per $1,000; and that the Annuity Unit Value on the day prior to the second
variable annuity payment date is $13.61017004. The first variable annuity
payment would be $509.99 (5319.7531 X $14.7036925 X 6.52 divided by 1,000). The
number of Annuity Units credited would be 37.5569 ($509.99 divided by
$13.5791357) and the second variable annuity payment would be $511.16 (37.5569 X
$13.61017004).
 
                                        4
<PAGE>   82
 
   
VARIABLE ACCOUNT CALCULATIONS -- MORTALITY AND EXPENSE RISK CHARGE OF 1.25%
    
 
   
  VARIABLE ACCUMULATION UNIT VALUE CALCULATION. Assume the net asset value of a
Fund share at the end of the current Valuation Period is $16.50; and its value
at the end of the immediately preceding Valuation Period was $16.46; the
Valuation Period is one day; and no dividends or distributions caused Fund
shares to go "ex-dividend" during the current Valuation Period. $16.50 divided
by $16.46 is 1.002430134. Subtracting the one day risk factor for mortality and
expense risks and the administrative expense charge of .00003862644 (the daily
equivalent of the current charge of 1.40% on an annual basis) gives a net
investment factor of 1.00239150721. If the value of the Variable Accumulation
Unit for the immediately preceding Valuation Period had been $14.7036925, the
value for the current Valuation Period would be $14.73885649 ($14.7036925 X
1.00239150721).
    
 
   
  VARIABLE ANNUITY UNIT VALUE CALCULATION. The assumptions in the above example
exist. Also assume that the value of an Annuity Unit for the immediately
preceding Valuation Period had been $13.5791357. If the first variable annuity
payment is determined by using an assumed interest rate of 3% per year, the
value of the Annuity Unit for the current Valuation Period would be $13.61014776
[$13.5791357 X 1.00239150721 (the net investment factor) X 0.999892552].
0.999892552 is the factor, for a one day Valuation Period, that neutralizes the
assumed interest rate of four percent (4%) per year used to establish the
Annuity Payment Rates found in the Contract.
    
 
   
  VARIABLE ANNUITY PAYMENT CALCULATION. Assume that a Participant's Variable
Annuity Account is credited with 5319.7531 Variable Accumulation Units of a
particular Sub-Account; that the Variable Accumulation Unit Value and the
Annuity Unit Value for the particular Sub-Account for the Valuation Period which
ends immediately preceding the Annuity Date are $14.7036925 and $13.5791357
respectively; that the Annuity Payment Rate for the age and option elected is
$6.52 per $1,000; and that the Annuity Unit Value on the day prior to the second
variable annuity payment date is $13.61017004. The first variable annuity
payment would be $509.99 (5319.7531 X $14.7036925 X 6.52 divided by 1,000). The
number of Annuity Units credited would be 37.5569 ($509.99 divided by
$13.5791357) and the second variable annuity payment would be $511.16 (37.5569 X
$13.61017004).
    
 
WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT TABLES
 
   
  The following example illustrates the detailed calculations for a $50,000
deposit into the Fixed Account with a guaranteed rate of 8% for a duration of
five years. The intent of the example is to show the effect of the Market Value
Adjustment ("MVA") and the 3% minimum guarantee under various interest rates on
the calculation of the cash surrender value. The effect of the MVA is reflected
in the index rate factor in column (2) and the minimum 3% guarantee is shown
under column (4) under the "Surrender Value Calculation". The effect of the
withdrawal charge and any taxes, such as premium taxes, is not shown. The
"Market Value Adjustment Tables" and "Minimum Value Calculation" contain the
explicit calculation of the index factors and the 3% minimum guarantee
respectively.
    
 
- --------------------------------------------------------------------------------
 
                     SAMPLE CALCULATIONS FOR MALE 35 ISSUE
 
                             CASH SURRENDER VALUES
 
   
<TABLE>
<S>                                                           <C>
Single premium..............................................           $50,000
Premium taxes...............................................              0
Withdrawals.................................................             None
Guaranteed period...........................................           5 years
Guaranteed interest rate....................................              8%
Annuity date................................................            Age 70
Index rate A................................................             7.5%
Index rate B................................................  8.00% end of policy year 1
                                                              7.75% end of policy year 2
                                                              7.00% end of policy year 3
                                                              6.50% end of policy year 4
Percentage adjustment to B..................................             0.5%
</TABLE>
    
 
- --------------------------------------------------------------------------------
 
                                        5
<PAGE>   83
 
                          SURRENDER VALUE CALCULATION
 
   
<TABLE>
<CAPTION>
                         (1)             (2)            (3)           (4)           (5)             (6)            (7)
                       --------      -----------      --------      -------      ----------      ---------      ---------
                                                      ADJUSTED
      CONTRACT         ANNUITY          INDEX         ANNUITY       MINIMUM      GREATER OF      SURRENDER      SURRENDER
        YEAR            VALUE        RATE FACTOR       VALUE         VALUE        (3)&(4)         CHARGE          VALUE
      --------         --------      -----------      --------      -------      ----------      ---------      ---------
<S>                    <C>           <C>              <C>           <C>          <C>             <C>            <C>
  1..................  $53,965        0.963640        $52,003       $51,465       $52,003         $2,975         $49,028
  2..................  $52,247        0.993056        $57,843       $52,974       $57,843         $2,975         $54,868
  3..................  $62,872        1.000000        $62,872       $54,528       $62,872         $2,975         $59,897
  4..................  $67,867        1.004673        $68,184       $56,129       $68,184         $2,550         $65,634
  5..................  $73,261        1.000000        $73,261       $57,778       $73,261         $2,550         $70,711
</TABLE>
    
 
- --------------------------------------------------------------------------------
 
                           ANNUITY VALUE CALCULATION
 
   
<TABLE>
<CAPTION>
               CONTRACT YEAR                          ANNUITY VALUE
               -------------                  ------------------------------
<S>                                           <C>
  1.........................................  $50,000 X 1.08 - $35 = $53,965
  2.........................................  $53,965 X 1.08 - $35 = $58,247
  3.........................................  $58,247 X 1.08 - $35 = $62,872
  4.........................................  $62,872 X 1.08 - $35 = $67,867
  5.........................................  $67,867 X 1.08 - $35 = $73,261
</TABLE>
    
 
- --------------------------------------------------------------------------------
 
                          SURRENDER CHARGE CALCULATION
 
   
<TABLE>
<CAPTION>
                               (1)                               (2)                              (3)
                          -------------            --------------------------------            ---------
                            SURRENDER              SURRENDER CHARGE FACTOR ADJUSTED            SURRENDER
     CONTRACT YEAR        CHARGE FACTOR              FOR FREE PARTIAL WITHDRAWALS               CHARGE
     -------------        -------------            --------------------------------            ---------
<S>                       <C>                      <C>                                         <C>
  1.....................      0.07                              0.0595                          $2,975
  2.....................      0.07                              0.0595                          $2,975
  3.....................      0.07                              0.0595                          $2,975
  4.....................      0.06                              0.0510                          $2,550
  5.....................      0.06                              0.0510                          $2,550
</TABLE>
    
 
- --------------------------------------------------------------------------------
 
                         MARKET VALUE ADJUSTMENT TABLES
 
   
<TABLE>
<CAPTION>
                                 INTEREST RATE FACTOR CALCULATION
- --------------------------------------------------------------------------------------------------
                                                                                            (5)
                        (1)             (2)                (3)               (4)          --------
                       ------          ------          ------------          ---          (1+A)(N)
                       INDEX           INDEX             ADJUSTED                         --------
    CONTRACT YEAR      RATE A          RATE B          INDEX RATE B           N           (I+B)(N)
    -------------      ------          ------          ------------          ---          --------
<S>                    <C>             <C>             <C>                   <C>          <C>
  1..................  7.50%           8.00%              8.50%               4           0.963640
  2..................  7.50%           7.75%              7.75%               3           0.993056
  3..................  7.50%           7.00%              7.50%               2           1.000000
  4..................  7.50%           6.50%              7.00%               1           1.004673
  5..................  7.50%              NA                 NA               0                 NA
</TABLE>
    
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                         MINIMUM VALUE CALCULATION
- ----------------------------------------------------------------------------
               CONTRACT YEAR                          MINIMUM VALUE
               -------------                  ------------------------------
<S>                                           <C>
  1.........................................  $50,000 X 1.03 - $35 = $51,465
  2.........................................  $51,465 X 1.03 - $35 = $52,974
  3.........................................  $52,974 X 1.03 - $35 = $54,528
  4.........................................  $54,528 X 1.03 - $35 = $56,129
  5.........................................  $56,129 X 1.03 - $35 = $57,778
</TABLE>
    
 
- --------------------------------------------------------------------------------
 
                                        6
<PAGE>   84
 
                        STATE REGULATION OF THE COMPANY
 
  The Company, a Connecticut corporation, is subject to regulation by the
Connecticut Department of Insurance. An annual statement is filed with the
Connecticut Department of Insurance each year covering the operations and
reporting on the financial condition of the Company as of December 31 of the
preceding year. Periodically, the Connecticut Department of Insurance or other
authorities examine the liabilities and reserves of the Company and the Variable
Account, and a full examination of the Company's operations is conducted
periodically by the Connecticut Department of Insurance. In addition, the
Company is subject to the insurance laws and regulations of other states within
which it is licensed to operate.
 
  A Contract is governed by the law of the state in which it is delivered. The
values and benefits of each policy are at least equal to those required by such
state.
 
- --------------------------------------------------------------------------------
 
                                 ADMINISTRATION
 
  The Company performs certain administrative functions relating to the
Contracts, the Fixed Account, and the Variable Account. These functions include,
among other things, maintaining the books and records of the Variable Account,
the Fixed Account, and the Sub-Accounts, and maintaining records of the name,
address, taxpayer identification number, contract number, Annuity Account number
and type, the status of each Annuity Account and other pertinent information
necessary to the administration and operation of the Contracts.
 
- --------------------------------------------------------------------------------
 
                         DISTRIBUTION OF THE CONTRACTS
 
  The offering of the Contracts is continuous. The Contracts will be sold by
licensed insurance agents in those states where the Contracts 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. and who have entered into
distribution agreements with the Company and the principal underwriter for the
Contracts, CIGNA Financial Advisors, Inc. ("CFA"), Bloomfield, Connecticut,
which is an affiliate of the Company as well as of CIGNA Corporation. CFA is
registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. CFA also acts as the general distributor
of other variable annuity contracts and of variable life insurance contracts
issued by the Company. Commissions and other distribution compensation will be
paid by the Company and will not be more than 6.75% of Premium Payments. The
Company received $1,075,638 in deferred sales charges attributable to the
Variable Account portion of the Contracts during the year ended December 31,
1996.
 
  Sales charges on the Contracts are as described in the Prospectus. There are
no variations in sales load.
 
- --------------------------------------------------------------------------------
 
                               CUSTODY OF ASSETS
 
  The Company is the Custodian of the assets of the Variable Account. The
Company will purchase Fund shares at net asset value in connection with amounts
allocated to the Variable Account Sub-Accounts in accordance with the
instructions of the Purchasers and redeem Fund shares at net asset value for the
purpose of meeting the contractual obligations of the Variable Account, paying
charges relative to the Variable Account or making adjustments for annuity
reserves held in the Variable Account. The assets of the Sub-Accounts of the
Variable Account are held separate and apart from the assets of any other
segregated asset accounts of the Company and separate and apart from the
Company's general account assets. The Company maintains records of all purchases
and redemptions of shares of the Fund held by each of the Sub-Accounts of the
Variable Account. Additional protection for the assets of the Variable Account
is afforded by the Company's fidelity bond covering the acts of officers and
employees of the Company which is presently (as of May 1, 1997) in the amount of
$100,000,000.
 
- --------------------------------------------------------------------------------
 
                          HISTORICAL PERFORMANCE DATA
 
  Historical performance data as of December 31, 1996 for each of the
Sub-Accounts of the Separate Account follows in the Financial Statements.
 
  MONEY MARKET SUB-ACCOUNT YIELD. The Company may from time to time disclose the
current annualized yield of the Money Market Sub-Account, which invests in the
Money Market Fund, for a 7-day period in a manner which does not take into
consideration any realized or unrealized gains or losses on shares of the Money
Market Fund or on its portfolio securities. This current annualized yield is
computed by determining the net change (exclusive of realized gains and losses
on the sale of securities and unrealized appreciation and depreciation) at the
end of the 7-day period in the value of a hypothetical account having a balance
of 1 unit of the Money Market Sub-Account at the beginning of the 7-day period,
dividing such net change in account value by the value of the account at the
beginning of the period to determine the base period return, and annualizing
this quotient on a 365-day basis. The net change in account value reflects (i)
net income from the Money Market Fund attributable to the hypothetical account;
and (ii) charges and deductions imposed under a Contract that are attributable
to the hypothetical account.
 
                                        7
<PAGE>   85
 
  The Company may also disclose the effective yield of the Money Market
Sub-Account for the same 7-day period, determined on a compounded basis. The
effective yield is calculated by compounding the unannualized base period return
by adding one to the base period return, raising the sum to a power equal to 365
divided by 7, and subtracting one from the result.
 
  The effective yield is calculated by compounding the unannualized base period
return according to the following formula:
 
                                             (365/7)
  EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)       ] - 1
 
  The yield on amounts held in the Money Market Sub-Account normally will
fluctuate on a daily basis. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. The Money Market Sub-Account's actual yield is affected by changes in
interest rates on money market securities, average portfolio maturity of the
Money Market Fund, the types and quality of portfolio securities held by the
Money Market Fund and its operating expenses. The yield figures do not reflect
withdrawal charges or premium taxes.
 
  OTHER SUB-ACCOUNT YIELDS. The Company may from time to time advertise or
disclose the current annualized yield of one or more of the Sub-Accounts of the
Variable Account (except the Money Market Sub-Account) for 30-day periods. The
annualized yield of a Sub-Account refers to income generated by the Sub-Account
over a specific 30-day period. Because the yield is annualized, the yield
generated by a Sub-Account during the 30-day period is assumed to be generated
each 30-day period over a 12-month period. The yield is computed by: (i)
dividing the net investment income per accumulation unit earned during the
period by the maximum offering price per unit on the last day of the period,
according to the following formula:
 
                                (6)
          Yield = 2 [(a - b + 1)    - 1]
                      -----
                       cd
 
        Where:
 
          a = Net investment income earned during the period by the Fund
     attributable to shares owned by the Sub-Account.
 
          b = Expenses accrued for the period.
 
          c = The average daily number of accumulation units outstanding during
     the period.
 
          d = The maximum offering price per accumulation unit on the last day
     of the period.
 
  Because of the charges and deductions imposed by the Variable Account, the
yield for a Sub-Account of the Variable Account will be lower than the yield for
its corresponding Fund. The yield calculations do not reflect the effect of any
premium taxes or withdrawal charges that may be applicable to a particular
Contract. Withdrawal charges range from 7% to 1% of the amount withdrawn on
total Premium Payments paid less prior partial surrenders, based on the Contract
Year of surrender.
 
  The yield on amounts held in the Sub-Accounts of the Variable Account normally
will fluctuate over time. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. A Sub-Account's actual yield is affected by the types and quality of the
Fund's investments and its operating expenses.
 
  TOTAL RETURNS. The Company may from time to time also advertise or disclose
annual average total returns for one or more of the Sub-Accounts of the Variable
Account for various periods of time. When a Sub-Account has been in operation
for 1, 5 and 10 years, respectively, the total return for these periods will be
provided. Total returns for other periods of time may from time to time also be
disclosed. Total returns represent the average annual compounded rates of return
that would equate the initial amount invested to the redemption value of that
investment as of the last day of each of the periods.
 
  Total returns will be calculated using Sub-Account Unit Values which the
Company calculates on each Valuation Period based on the performance of the
Sub-Account's underlying Portfolio, and the deductions for the mortality and
expense risk charge, the administrative expense charge, and the Annuity Account
Fee. The Annuity Account Fee is reflected by dividing the total amount of such
charges collected during the year that are attributable to the Variable Account
by the total average net assets of all the Variable Sub-Accounts. The resulting
percentage is deducted from the return in calculating the ending redeemable
value. These figures will not reflect any premium taxes or charges or credits
for market value adjustments. Total return calculations will reflect the effect
of withdrawal charges that may be applicable to a particular period. The total
return will then be calculated according to the following formula:
 
                (n)
        P(l + T)    = ERV
 
        Where:
 
          P = A hypothetical initial Premium Payment of $1,000.
 
          T = Average annual total return.
 
          n = Number of years in the period.
 
          ERV = Ending redeemable value of a hypothetical $1,000 payment made at
     the beginning of the one, five or ten-year period, at the end of the one,
     five or ten-year period (or fractional portion thereof).
 
                                        8
<PAGE>   86
 
  OTHER PERFORMANCE DATA. The Company may from time to time also disclose
average annual total returns in a non-standard format in conjunction with the
standard format described above. The non-standard format will be identical to
the standard format except that the withdrawal charge percentage will be assumed
to be 0%.
 
  The Company may also from time to time also disclose cumulative total returns
in conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula assuming that the withdrawal
charge percentage will be 0%.
 
        CTR = (ERV/P) - 1
 
        Where:
 
          CTR = The cumulative total return net of Sub-Account recurring charges
     for the period.
 
          ERV = The ending redeemable value of the hypothetical investment made
     at the beginning of the one, five or ten-year period, at the end of the
     one, five or ten-year period (or fractional portion thereof).
 
          P = A hypothetical initial payment of $10,000
 
  All non-standard performance data will only be advertised if the standard
performance data is also disclosed.
 
  The Company may also from time to time use advertising which includes
hypothetical illustrations to compare the difference between the growth of a
taxable investment and a tax-deferred investment in a variable annuity.
 
- --------------------------------------------------------------------------------
 
                                 LEGAL MATTERS
 
  Legal advice regarding certain matters relating to the federal securities laws
applicable to the issuance of the Contracts described in this Prospectus has
been provided by Edwin L. Kerr, Counsel, Individual Insurance, CIGNA Companies.
All matters of Connecticut law pertaining to the Contracts, including the
validity of the Contracts and the Company's right to issue the Contracts under
Connecticut Insurance Law and any other applicable state insurance or securities
laws, have been passed upon by Robert A. Picarello, Chief Counsel, Individual
Insurance, CIGNA Companies.
 
- --------------------------------------------------------------------------------
 
                               LEGAL PROCEEDINGS
 
  There are no legal proceedings to which the Variable Account is a party or to
which the assets of the Variable Account are subject. The Company is not
involved in any litigation that is of material importance in relation to its
total assets or that relates to the Variable Account.
 
- --------------------------------------------------------------------------------
 
                                    EXPERTS
 
  The consolidated financial statements of Connecticut General Life Insurance
Company as of December 31, 1996 and 1995 and for each of the three years in the
period ended December 31, 1996 included in this Statement of Additional
Information, have been so included in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting. Price Waterhouse LLP's consent to this reference to the
firm as an "expert" is filed as an exhibit to the registration statement of
which this Statement of Additional Information is a part.
 
- --------------------------------------------------------------------------------
 
                              FINANCIAL STATEMENTS
 
  The consolidated financial statements of the Company which are included in
this Statement of Additional Information should be considered only as bearing on
the ability of the Company to meet the obligations under the Contracts. They
should not be considered as bearing on the investment performance of the assets
held in the Variable Account, or on the Guaranteed Interest Rate credited by the
Company during a Guaranteed Period.
 
  The Financial Statements of the Variable Account as of December 31, 1996 are
also included. The Account changed its fiscal year from January 31 to December
31 effective in the year beginning January 1, 1996. Accordingly, the
accompanying financial statements include the eleven month transition period
ended December 31, 1995.
 
- --------------------------------------------------------------------------------
 
                                        9
<PAGE>   87
 
                            CONNECTICUT GENERAL LIFE
 
                               INSURANCE COMPANY
 
                       CONSOLIDATED FINANCIAL STATEMENTS
 
                               DECEMBER 31, 1996
                                 TO BE SUPPLIED
 
                                       10
<PAGE>   88
 
                           PART C. OTHER INFORMATION
 
                                       37
<PAGE>   89
 
ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS
 
  (a)    Financial Statements as contained in the Statement of Additional
         Information are incorporated by reference to Post-Effective Amendment
         No. 5 to this Form N-4 Registration Statement filed on April 23, 1997.
 
        (1)   Registrant
 
              (A) Statements of Assets and Liabilities as of December 31, 1996.
 
              (B) Statements of Operations for the Period Ended December 31,
1996.
 
              (C) Statements of Changes in Net Assets for the Period Ended
December 31, 1996.
 
        (2)   Depositor
 
              (A) Consolidated Statements of Income and Retained Earnings for
                  the Years Ended December 31, 1996, 1995 and 1994.
 
              (B) Consolidated Balance Sheets As of December 31, 1996 and 1995.
 
              (C) Consolidated Statement of Cash Flows for the Years Ended
                  December 31, 1996, 1995 and 1994.
 
  (b)    Exhibits
 
        (1)   Resolution of Board of Directors Authorizing Establishment of
              Registrant*
 
        (2)   Not Applicable
 
        (3)   Form of Selling Agreement among Connecticut General Life Insurance
              Company, CIGNA Financial Advisors, Inc. as principal underwriter,
              and selling dealers.*
 
        (4)   (A) Form of Connecticut General Life Insurance Company Variable
                  Annuity Contract Form Number AN 400, together with Optional
                  Methods of Settlement Riders (Form Numbers AR 305 and AR 306),
                  Joint Annuitant Rider (Form Number B10321) and CRT Rider (Form
                  B10322).*
 
              (B) Form of Connecticut General Life Insurance Company Variable
                  Annuity Contract Form Number AN 435 together with Maximum
                  Anniversary Value Death Benefit Rider Form LR 485.
 
        (5)   (A) Form of Application Which May Be Used in Connection with the
              Contract Shown As Exhibit (4)(A)*
 
              (B) Form of Application Which May Be Used in Connection with the
              Contract Shown as Exhibit (4)(B)
 
        (6)   (A) Certificate of Incorporation (Charter) of Connecticut General
              Life Insurance Company, as amended*
 
              (B) By-Laws of Connecticut General Life Insurance Company*
 
        (7)   Not Applicable
 
        (8)   Not Applicable
 
        (9)   Opinion of Robert A. Picarello, Esq., Chief Counsel of Connecticut
              General Life Insurance Company (To Be Supplied)
 
        (10)   (A) Consent of Independent Accountants (To Be Supplied)
 
               (B) Consent of Counsel not otherwise included in Exhibit 9
 
        (11)   Not Applicable
 
        (12)   Not Applicable
 
        (13)   Schedules for Computation of Performance Data*
 
        (14)   Not Applicable
 
 * Incorporated by reference to previous filings of this Registration Statement
 
                                       38
<PAGE>   90
 
ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR
 
  The principal business address of each of the directors and officers of
Connecticut General Life Insurance Company (the "Company") is the company's Home
Office, 900 Cottage Grove Road, Hartford, Connecticut 06152.
 
DIRECTORS AND OFFICERS OF DEPOSITOR
 
<TABLE>
<CAPTION>
                NAME                          POSITIONS AND OFFICES WITH DEPOSITOR
                ----                          ------------------------------------
<S>                                    <C>
Thomas C. Jones......................  President (Principal Executive Officer)
Bradley K. Miller....................  Assistant Vice President and Actuary (Principal
                                       Financial Officer)
Robert Moose.........................  Vice President (Principal Accounting Officer)
David C. Kopp........................  Corporate Secretary
Andrew G. Helming....................  Secretary
Stephen C. Stachelek.................  Vice President and Treasurer
Harold W. Albert.....................  Director
Robert W. Burgess....................  Director
John G. Day..........................  Director and Chief Counsel
Joseph M. Fitzgerald.................  Director and Senior Vice President
H. Edward Hanaway....................  Director and Chairman of the Board
Carol M. Olsen.......................  Director and Senior Vice President
John E. Pacy.........................  Director and Senior Vice President
Marc L. Preminger....................  Director and Senior Vice President
Arthur C. Reeds, III.................  Director and Senior Vice President
Patricia L. Rowland..................  Director and Senior Vice President
W. Allen Schaffer, MD................  Director and Senior Vice President
</TABLE>
 
ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
 
  Incorporated by reference to Item 26 of Post-Effective Amendment No. 6 to the
Form N-4 Registration Statement of CG Variable Annuity Separate Account II (File
No. 33-83020) filed February 26, 1997 is a chart of a persons controlled by or
under common control with the Depositor. The consolidated financial statements
of the Depositor include the accounts of the Depositor and its wholly-owned
subsidiaries.
 
ITEM 27.  NUMBER OF PURCHASERS
 
  As of December 31, 1996 there were 20,076 owners of Contracts covered by this
Registration Statement.
 
ITEM 28.  INDEMNIFICATION
 
  The answer to this Item 28 is incorporated by reference to Item 28 of
Post-Effective Amendment No. 6 to the Form N-4 Registration Statement of CG
Variable Annuity Separate Account II under the Securities Act of 1933 (File No.
33-83020) filed February 26, 1997.
 
ITEM 29.  PRINCIPAL UNDERWRITER
 
  The Registrant's principal underwriter is CIGNA Financial Advisors, Inc.
("CFA"). Deferred sales charges of $1,075,638 were paid on the Contracts during
Registrant's eleven months ended December 31, 1996. CFA also acts as principal
underwriter of other variable annuity contracts and variable life policies
issued by the Company, and the CIGNA Life Insurance Company. CFA's mailing
address is 900 Cottage Grove Road, Bloomfield, Connecticut 06002.
 
  The investment companies for which CFA acts as a principal underwriter are:
 
        CG Variable Annuity Separate Account
 
        CG Variable Annuity Separate Account II
 
        CG Variable Life Insurance Separate Account I
 
        CG Variable Life Insurance Separate Account II
 
        CG Variable Life Insurance Separate Account A
 
        CG Corporate Insurance Variable Life Separate Account 02
 
        CIGNA Variable Annuity Separate Account I
 
                                       39
<PAGE>   91
 
        CG Variable Annuity Account I -- Group Tax Deferred Variable Annuities
 
        CG Variable Annuity Account I -- Group Variable Annuities for Qualified
        Retirement Plans
 
        CG Variable Annuity Account II -- Group Variable Annuities for
        Retirement Plans
 
        CIGNA Funds Group
 
        CIGNA Institutional Funds Group
 
DIRECTORS AND OFFICERS OF PRINCIPAL UNDERWRITER
 
   
<TABLE>
<CAPTION>
                NAME                         POSITIONS AND OFFICES WITH UNDERWRITER
                ----                         --------------------------------------
<S>                                    <C>
Karen R. Matheson....................  President and Director
Karen E. Goldman.....................  Director & Assistant Vice President
James F. Meehan......................  Vice President
Joy P. McConnell.....................  Vice President
Peter R. Scanlon.....................  Vice President
Allan P. Wick........................  Vice President and Treasurer
Robert A. Picarello..................  Chief Counsel and Assistant Secretary
H. Edward Cohen......................  Assistant Vice President
Robert B. Pinkham....................  Assistant Vice President
David C. Kopp........................  Secretary
David A. Carlson.....................  Assistant Secretary
David M. Porcello....................  Assistant Secretary
Pamela S. Williams...................  Assistant Secretary
Brian W. Villalobos..................  Assistant Secretary
</TABLE>
    
 
ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS
 
  The records required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder are
maintained by Connecticut General Life Insurance Company at its Home Office at
900 Cottage Grove Road, Hartford, CT 06152.
 
ITEM 31.  MANAGEMENT SERVICES
 
  All management policies are discussed in Part A or Part B.
 
ITEM 32.  UNDERTAKINGS
 
  (a) Registrant undertakes that it will file a post effective amendment to this
registration statement under the Securities Act of 1933 as frequently as
necessary to ensure that the audited financial statements in the registration
statement are never more than 16 months old for so long as Premium Payments
under the Contracts may be accepted.
 
  (b) Registrant undertakes that it will include either (i) a postcard or
similar written communication affixed to or included in the Prospectus that the
applicant can remove to send for a Statement of Additional Information or (ii) a
space in the Contract application that an applicant can check to request a
Statement of Additional Information.
 
  (c) Registrant undertakes to deliver promptly, upon written or oral request
made to Connecticut General Life Insurance Company at the address or phone
number listed in the Prospectus, any Statement of Additional Information and any
financial statements required by Form N-4 to be made available to applicants or
contract owners.
 
FEES AND CHARGES REPRESENTATION
 
  The Company represents that the fees and charges deducted under the Contracts,
in the aggregate, are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by the Company.
 
SECTION 403(B) REPRESENTATION
 
  Registrant represents that it is relying on a no-action letter dated November
28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88),
regarding Sections 22(e), 27(c)(1) and 27(d) of the Investment Company Act of
1940, in connection with redeemability restrictions on Section 403(b) Contracts,
and that paragraphs numbered (1) through (4) of that letter will be complied
with.
 
                                       40
<PAGE>   92
 
                                   SIGNATURES
 
   
  As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Post-Effective Amendment No. 6 to its
Registration Statement on Form N-4 (File No. 33-48137) to be signed on its
behalf by the undersigned thereunto duly authorized, in the Town of Bloomfield
and State of Connecticut on the 20th day of June, 1997.
    
 
                      CG VARIABLE ANNUITY SEPARATE ACCOUNT
                                  (REGISTRANT)
 
                 By /s/ THOMAS C. JONES
- --------------------------------------------------------
                    Thomas C. Jones
                       President
       Connecticut General Life Insurance Company
 
       CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                      (DEPOSITOR)
 
                 By /s/ THOMAS C. JONES
- --------------------------------------------------------
                    Thomas C. Jones
                       President
 
                                       41
<PAGE>   93
 
   
  Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 6 to this Registration Statement (File No.
33-48137) has been signed on June 20, 1997 by the following persons, as officers
and directors of the Depositor, in the capacities indicated:
    
 
<TABLE>
<CAPTION>
                      SIGNATURE                                                     TITLE
                      ---------                                                     -----
<C>                                                         <S>
 
                 /s/ THOMAS C. JONES                        President (Principal Executive Officer)
- -----------------------------------------------------
                   Thomas C. Jones
 
               /s/ BRADLEY K. MILLER               *        Assistant Vice President and Actuary (Principal
- -----------------------------------------------------       Financial Officer)
                  Bradley K. Miller
 
                  /s/ ROBERT MOOSE                 *        Vice President (Principal Accounting Officer)
- -----------------------------------------------------
                    Robert Moose
 
                /s/ HAROLD W. ALBERT               *        Director
- -----------------------------------------------------
                  Harold W. Albert
 
               /s/ ROBERT W. BURGESS               *        Director
- -----------------------------------------------------
                  Robert W. Burgess
 
                  /s/ JOHN G. DAY                  *        Director
- -----------------------------------------------------
                     John G. Day
 
              /s/ JOSEPH M. FITZGERALD              *       Director
- -----------------------------------------------------
                Joseph M. Fitzgerald
 
                /s/ H. EDWARD HANWAY               *        Director
- -----------------------------------------------------
                  H. Edward Hanway
 
                 /s/ CAROL M. OLSEN                *        Director
- -----------------------------------------------------
                   Carol M. Olsen
 
                  /s/ JOHN E. PACY                  *       Director
- -----------------------------------------------------
                    John E. Pacy
 
               /s/ MARC L. PREMINGER               *        Director
- -----------------------------------------------------
                  Marc L. Preminger
 
              /s/ ARTHUR C. REEDS, III              *       Director
- -----------------------------------------------------
                Arthur C. Reeds, III
 
              /s/ PATRICIA L. ROWLAND              *        Director
- -----------------------------------------------------
                 Patricia L. Rowland
 
            /s/ W. ALLEN SCHAFFER, M.D.            *        Director
- -----------------------------------------------------
               W. Allen Schaffer, M.D.
</TABLE>
 
                    *By     /s/ ROBERT A. PICARELLO
                       -------------------------------------
                                Robert A. Picarello
                                 Attorney-in-Fact
 
(A Majority of Directors)
 
                                       42
<PAGE>   94
 
                               POWER OF ATTORNEY
 
  We, the undersigned directors and officers of Connecticut General Life
Insurance Company, hereby severally constitute and appoint David C. Kopp and
Robert A. Picarello, and each of them individually, our true and lawful
attorneys-in-fact, with full power to them and each of them to sign for us, in
our names and in the capacities indicated below, any and all amendments to
Registration Statement No. 33-48137 filed with the Securities and Exchange
Commission under the Securities Act of 1933, on behalf of the Company in its own
name or in the name of one of its Separate Accounts, hereby ratifying and
confirming our signatures as they may be signed by either of our
attorneys-in-fact to any such Registration Statement.
 
  WITNESS our hands and common seal on this 15th day of April 1997.
 
<TABLE>
<CAPTION>
                      SIGNATURE                                                     TITLE
                      ---------                                                     -----
<C>                                                         <S>
 
                 /s/ THOMAS C. JONES                        President (Principal Executive Officer)
- -----------------------------------------------------
                   Thomas C. Jones
 
                /s/ BRADLEY K. MILLER                       Assistant Vice President and Actuary (Principal
- -----------------------------------------------------       Financial Officer)
                  Bradley K. Miller
 
                  /s/ ROBERT MOOSE                          Vice President (Principal Accounting Officer)
- -----------------------------------------------------
                    Robert Moose
 
                /s/ HAROLD W. ALBERT                        Director
- -----------------------------------------------------
                  Harold W. Albert
 
                /s/ ROBERT W. BURGESS                       Director
- -----------------------------------------------------
                  Robert W. Burgess
 
                   /s/ JOHN G. DAY                          Director
- -----------------------------------------------------
                     John G. Day
 
              /s/ JOSEPH M. FITZGERALD                      Director
- -----------------------------------------------------
                Joseph M. Fitzgerald
 
                /s/ H. EDWARD HANAWAY                       Director
- -----------------------------------------------------
                  H. Edward Hanaway
 
                 /s/ CAROL M. OLSEN                         Director
- -----------------------------------------------------
                   Carol M. Olsen
 
                  /s/ JOHN E. PACY                          Director
- -----------------------------------------------------
                    John E. Pacy
 
                /s/ MARC L. PREMINGER                       Director
- -----------------------------------------------------
                  Marc L. Preminger
 
              /s/ ARTHUR C. REEDS, III                      Director
- -----------------------------------------------------
                Arthur C. Reeds, III
 
               /s/ PATRICIA L. ROWLAND                      Director
- -----------------------------------------------------
                 Patricia L. Rowland
 
             /s/ W. ALLEN SCHAFFER, M.D.                    Director
- -----------------------------------------------------
               W. Allen Schaffer, M.D.
</TABLE>
 
                                       43
<PAGE>   95
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
      EXHIBIT
       NUMBER                            DESCRIPTION
      -------                            -----------
      <C>        <S>
         (1)     Resolution of Board of Directors Authorizing Establishment
                 of Registrant*
         (2)     Not Applicable
         (3)     Form of Selling Agreement among Connecticut General Life
                 Insurance Company, CIGNA Financial Advisors, Inc. as
                 principal underwriter, and selling dealers.*
         (4)     (A) Form of Connecticut General Life Insurance Company
                 Variable Annuity Contract Form Number AN 400, together with
                 Optional Methods of Settlement Riders (Form Numbers AR 305
                 and AR 306), Joint Annuitant Rider (Form Number B10321) and
                 CRT Rider (Form B10322).*
                 (B) Form of Connecticut General Life Insurance Company
                 Variable Annuity Contract Form Number AN 435 together with
                 Maximum Anniversary Value Death Benefit Rider Form LR 485.
         (5)     (A) Form of Application Which May Be Used in Connection with
                 the Contract Shown As Exhibit (4)(A)*
                 (B) Form of Application Which May Be Used in Connection with
                 the Contract Shown as Exhibit (4)(B)
         (6)     (A) Certificate of Incorporation (Charter) of Connecticut
                 General Life Insurance Company, as amended*
                 (B) By-Laws of Connecticut General Life Insurance Company*
         (7)     Not Applicable
         (8)     Not Applicable
         (9)     Opinion of Robert A. Picarello, Esq., Chief Counsel of
                 Connecticut General Life Insurance Company (To Be Supplied)
         (10)    (A) Consent of Independent Accountants (To Be Supplied)
                 (B) Consent of Counsel not otherwise included in Exhibit 9
         (11)    Not Applicable
         (12)    Not Applicable
         (13)    Schedules for Computation of Performance Data*
         (14)    Not Applicable
</TABLE>
 
 * Incorporated by reference to previous filings of this Registration Statement

<PAGE>   1

                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY

                A Stock Company    Home Office Location: 900 Cottage Grove Road
                                                         Bloomfield, Connecticut

       MAILING ADDRESS:    CIGNA INDIVIDUAL INSURANCE
                           ANNUITY & VARIABLE LIFE SERVICE CENTER - ROUTING S249
                           HARTFORD, CT  06152-2249


The Company agrees with the Owner to provide the benefits in this contract.

RIGHT TO EXAMINE CONTRACT.  The contract may be returned to the individual
through whom it was purchased or to the Company within 10 days after its
receipt (20 days after its receipt where required by law for a contract issued
in replacement of another contract).  If the contract is so returned, it will
be deemed void from the Date of Issue, and the Company will refund the Premium
Payment(s) as provided plus or minus any investment gains or losses under the
contract as of the date the returned contract is received by the Company,
unless required otherwise by law.

The contract is issued and accepted subject to the terms set forth on this page
and on the following pages which are made a part of the contract.  In
consideration of the Premium Payment(s) as provided, this contract is executed
by Connecticut General Life Insurance Company as of its Date of Issue.


                                                         /s/ THOMAS C. JONES
              Registrar                                         PRESIDENT


PAYMENTS AND VALUES BASED ON THE FIXED ACCOUNT ARE SUBJECT TO A MARKET VALUE
ADJUSTMENT FORMULA, THE OPERATION OF WHICH MAY RESULT IN UPWARD OR DOWNWARD
ADJUSTMENTS IN AMOUNTS PAYABLE TO THE OWNER, INCLUDING WITHDRAWALS AND
TRANSFERS.  PAYMENTS MADE FROM THE FIXED ACCOUNT PURSUANT TO AN ELECTION WHICH
BECOMES EFFECTIVE AT THE END OF A GUARANTEED PERIOD AND PAYMENTS MADE UNDER THE
"ANNUITY BENEFIT" PROVISIONS ARE NOT SUBJECT TO THE MARKET VALUE ADJUSTMENT.
PAYMENTS MADE UNDER THE "DEATH BENEFIT" PROVISIONS ARE NOT SUBJECT TO ANY
MARKET VALUE ADJUSTMENT.

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
DOLLAR AMOUNT.

USE OF CONTRACT.  This contract is available for retirement and deferred
compensation plans some of which may qualify for special tax treatment under
various sections of the Internal Revenue Code.




              FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
              WITH FIXED AND VARIABLE ACCOUNTS - NON-PARTICIPATING

         THIS IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE COMPANY
                        READ YOUR CONTRACT CAREFULLY.

<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
CONTRACT SPECIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .  5

SCHEDULE OF CHARGES, EXPENSES AND FEES  . . . . . . . . . . . . . . . . . .  7

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

PREMIUM PAYMENT PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . .   10
       Premium Payments
       Allocation of Premium Payments
       Annuity Account Continuation
       Minimum Value Requirements

OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS  . . . . . . . . . . . .   11
       Owner
       Rights of Owner
       Transfer of Ownership
       Assignment
       Beneficiary
       Change of Beneficiary

FIXED AND VARIABLE ACCOUNTS PROVISIONS  . . . . . . . . . . . . . . . . .   12
       Fixed Account and Sub-Accounts
       Variable Account and Sub-Accounts
       Investment Risk
       Investments of the Variable Account Sub-Accounts
       Substituted Securities

CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS . . . . . . . . . .   13
       Part A - Fixed Account Value
                Guaranteed Periods
                Guaranteed Interest Rates
                Fixed Accumulation Value
                Minimum Surrender Value
       Part B - Variable Account Value
                Acquisition and Redemption of Variable Accumulation Units
                Variable Accumulation Unit Value
                Variable Accumulation Value
                Net Investment Factor
       Part C - General
                Annuity Account
                Transfer Privilege
                Annuity Account Fee

CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET VALUE
ADJUSTMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . .   16
       Cash Withdrawals
       Withdrawal Charges
       Market Value Adjustment
</TABLE>

<PAGE>   3
                         TABLE OF CONTENTS (CONTINUED)


<TABLE>
<S>                                                                         <C>
PENALTY-FREE WITHDRAWALS, TRANSFERS AND ANNUITIZATION PROVISIONS  . . . .   18
       Penalty-Free Partial Withdrawals or Transfers
       Full or Partial Withdrawals and Transfers at the End of a Guaranteed
            Period
       Waiver of Withdrawal Charge and Market Value Adjustment on
            Death or Annuity Date
       Penalty-Free Annuitization

BENEFIT PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
       Annuity Benefit
       Annuity Date
       Election and Effective Date of Election with Respect to Annuity Benefit
       Determination of Amount
       Income Payment Benefits
       Death Benefit
       Election and Effective Date of Election with Respect to Death Benefit
       Payment of Death Benefit
       Amount of Death Benefit


GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
       The Contract
       Modification of Contract
       Non-Participation
       Loans
       Determination of Values
       Endorsement of Income Payments
       Misstatement of Age
       Claims of Creditors
       Periodic Reports
</TABLE>

Followed by Optional Methods of Settlement and any Riders

Note:  Pages 4, 6 and 8 are intentionally "blank."

<PAGE>   4
                            CONTRACT SPECIFICATIONS

                         SPECIMEN      CONTRACT NUMBER


                ANNUITANT(S)   JOHN DOE                  35      AGE AT ISSUE
                               JANE DOE
                                               JUNE 1, 1997      DATE OF ISSUE

                ANNUITY DATE   JUNE 1, 2027



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

                   [ AIM/CIGNA HERITAGE II VARIABLE ANNUITY ]
FORM                 BENEFIT                                     INITIAL PREMIUM
                                                                     PAYMENT    
                                                                  
AN435         FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY               $50,000
              WITH FIXED AND VARIABLE ACCOUNTS

              INITIAL PREMIUM PAYMENT ALLOCATION                      PERCENTAGE


              FIXED ACCOUNT - SUB-ACCOUNTS
                     PERCENTAGE ADJUSTMENT TO INDEX RATE "B":  .50%

              INITIAL GUARANTEED PERIOD/INTEREST RATE    1/YEAR /4.55%     10%
              INITIAL GUARANTEED PERIOD/INTEREST RATE    2/YEARS/5.17%      0%
              INITIAL GUARANTEED PERIOD/INTEREST RATE    3/YEARS/5.80%      0%
              INITIAL GUARANTEED PERIOD/INTEREST RATE    4/YEARS/6.10%     10%
              INITIAL GUARANTEED PERIOD/INTEREST RATE    5/YEARS/6.40%      0%
              INITIAL GUARANTEED PERIOD/INTEREST RATE    6/YEARS/6.52%      0%
              INITIAL GUARANTEED PERIOD/INTEREST RATE    7/YEARS/6.65%      0%
              INITIAL GUARANTEED PERIOD/INTEREST RATE    8/YEARS/6.73%     10%
              INITIAL GUARANTEED PERIOD/INTEREST RATE    9/YEARS/6.81%      0%
              INITIAL GUARANTEED PERIOD/INTEREST RATE   10/YEARS/6.90%      0%
              

              VARIABLE ACCOUNT - SUB-ACCOUNTS (FUNDS)
                AIM V.I. CAPITAL APPRECIATION FUND                         10%
                AIM V.I. DIVERSIFIED INCOME FUND                           10%
                AIM V.I. GLOBAL UTILITIES FUND                              0%
                AIM V.I. GOVERNMENT SECURITIES FUND                        10%
                AIM V.I. GROWTH FUND                                       10%
                AIM V.I. GROWTH AND INCOME FUND                             0%
                AIM V.I. INTERNATIONAL EQUITY FUND                         10%
                AIM V.I. MONEY MARKET FUND                                 10%
                AIM V.I. VALUE FUND                                        10%
                                                                           
              TOTAL                                                       100%

(Continued on Page 5.1)

                                                                               5

<PAGE>   5
                            CONTRACT SPECIFICATIONS

                         SPECIMEN      CONTRACT NUMBER


                ANNUITANT(S)   JOHN DOE                  35      AGE AT ISSUE
                               JANE DOE
                                               JUNE 1, 1997      DATE OF ISSUE

                ANNUITY DATE   JUNE 1, 2027

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


LIMITATIONS ON TRANSFERS FROM FIXED ACCOUNT:  IN EACH CONTRACT YEAR, AN OWNER
IS ALLOWED TO MAKE ONE OR MORE TRANSFERS FROM EACH SUB-ACCOUNT, AND THE
AMOUNT(S) TRANSFERRED IN AGGREGATE MAY NOT EXCEED MORE THAN 15% OF THE THEN
CURRENT VALUE OF THE APPLICABLE SUB-ACCOUNT(S).

THIS CONTRACT IS FOR USE WITH "CG VARIABLE ANNUITY SEPARATE ACCOUNT"; A
CONNECTICUT GENERAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT WHICH
WAS ESTABLISHED MAY 15, 1992.


MINIMUM SUBSEQUENT PREMIUM PAYMENTS:

              $2,000 PER FIXED ACCOUNT GUARANTEED PERIOD
              $100 PER VARIABLE ACCOUNT SUB-ACCOUNT




OWNER(S): JOHN DOE AND JANE DOE

BENEFICIARY: MARY DOE, DAUGHTER





                                                                             5.1

<PAGE>   6
                     SCHEDULE OF CHARGES, EXPENSES AND FEES

Annuity Account Fee:  The Annuity Account Fee is $35 per Contract Year and will
be deducted on the last Valuation Date of each Contract Year.  The Annuity
Account Fee, however, will be waived for any Contract Year for which the
Annuity Account Value equals or exceeds $100,000 as of the last Valuation Date
of such Contract Year.

Withdrawal Charges:  The Withdrawal charges applicable under this contract are
as follows.

<TABLE>
<CAPTION>
 Withdrawal Charge
  Against Premium                          Year
 Payment Withdrawn                       Applicable
 -----------------                       ----------
     <S>               <C>                                             
       7%              During 1st year since Premium Payment Accepted  
       7%              During 2nd year since Premium Payment Accepted  
       7%              During 3rd year since Premium Payment Accepted  
       6%              During 4th year since Premium Payment Accepted  
       6%              During 5th year since Premium Payment Accepted  
       5%              During 6th year since Premium Payment Accepted  
       4%              During 7th year since Premium Payment Accepted  
       0%              Thereafter                                      
</TABLE>                                                               

Each Subsequent Premium Payment will be subject to its own 7-year period.

Any Withdrawal from the Fixed Account prior to the end of a Guaranteed Period
may also be subject to a Market Value Adjustment as described on page 18 which
may increase, decrease, or have no effect on the applicable account value(s).
A Market Value Adjustment would not apply to a withdrawal effective at the end
of a Guaranteed Period.

Penalty-free Partial Withdrawals: The Withdrawal charges are not applicable to
certain partial withdrawals of 15% or less of Premium Payments annually (see
page 19).  Withdrawal charges and a Market Value Adjustment are not applicable
to annuitization of the contract at any time.  Withdrawal charges and a Market
Value Adjustment are not applicable to payment of the Death Benefit.  (See
"Penalty-Free Withdrawals, Transfers and Annuitization Provisions.")

Asset Charges:  The Company imposes a mortality and expense ("M&E") risk charge
and an administrative expense charge, each of which is calculated as a
percentage of asset value of each Variable Account Sub-Account, to cover
mortality and expense risk and other administrative costs.  The percentages
applied to asset value to determine these charges are the Daily M&E Rate and
the Daily Administrative Rate.  These charges are deducted from each Variable
Account Sub-Account by reducing the Variable Accumulation Unit Value at the end
of each Valuation Period.  The Daily M&E Rate is equal to the daily rate
equivalent of the annual rate of [1.20%] and the Daily Administrative Rate is
equal to the daily rate equivalent of the annual rate of 0.15%.  This does not
include the cost of any optional benefit riders attached to the contract.

In addition, Daily Fund Operating Expenses will be applied by each Fund as a
percent of the daily fund balance as set forth in the prospectus for the
applicable Fund(s).

                                                                               7

<PAGE>   7
               SCHEDULE OF CHARGES, EXPENSES AND FEES (CONTINUED)

Taxes:  Premium tax equivalents (including any related retaliatory taxes), if
any, and any other taxes due under this contract will be deducted if
applicable.  It is currently the Company's practice to deduct such taxes, if
any, at the time the Annuity Account Value, or any portion thereof, becomes
payable. (Refer to Definition of "Annuity Account Value".)





                                                                            7.1

<PAGE>   8
                                  DEFINITIONS

ACCUMULATION PERIOD.  The period from the Date of Issue to the Annuity Date,
the date on which the Death Benefit becomes payable, or the date on which the
contract is surrendered or annuitized, whichever is earliest.

ANNUITANT(S).  The person or persons on whose life the first Income Payment is
to be made.  The Annuitant(s) on the Date of Issue is/are the person(s)
designated in the Contract Specifications and will remain the Annuitant(s)
under the contract unless the Owner exercises the right to change the
Annuitant(s) as set forth in the "Rights of Owner" provision. If prior to the
Annuity Date, the Annuitant predeceases the Owner, the Owner will then become
the Annuitant until such time as the Owner exercises the right to designate a
new Annuitant as set forth in the "Rights of Owner" provision.  (Provided that
the Contract Owner is a natural person.)  If joint Annuitants are named and if
one of the Annuitants predeceases the Owner prior to the Annuity Date, the
contract will thereupon become an annuity contract on the surviving Annuitant
until such time that the Owner exercises the right to designate another joint
Annuitant as set forth in the "Rights of Owner" provision.)  A request for
change of Annuitant(s) must be in writing to the Company at its Annuity &
Variable Life Service Center's Mailing Address and will not take effect until
recorded by the Company.  The Annuitant(s) may not be a corporation or trust.

ANNUITY ACCOUNT.  The account which is comprised of the Fixed and Variable
Accounts with respect to this contract.

ANNUITY ACCOUNT VALUE.  The account value which at any time equals the sum of
all the then current values of the Fixed and Variable Accounts with respect to
this contract.  Applicable premium taxes, if any, will be deducted when the
Annuity Account Value amount to be applied under the Annuity Benefit, Death
Benefit, Cash Withdrawals or Penalty-Free Withdrawal and Annuitization
provisions is determined.

ANNUITY DATE.  The date on which Income Payments begin upon annuitization of
the contract.

CONTRACT YEARS AND CONTRACT ANNIVERSARIES.  All Contract Years and Contract
Anniversaries are 12-month periods measured from the Date of Issue.

DAILY M&E RATE.  The rate applied by the Company as a percentage of each
Variable Account Sub-Account's asset value to determine the M&E charge for its
assumption of mortality and expense risks for a 24-hour period.

DATE OF ISSUE.  The date on which the contract becomes effective.

DUE PROOF OF DEATH.  An original certified copy  of an official death
certificate, an original certified copy of a decree of a court of competent
jurisdiction as to the finding of death, or any other proof of death
satisfactory to the Company.

EXPIRATION DATE(S).  The date(s) on which Guaranteed Period(s), if any, end.

FIXED ACCOUNT.  The term "Fixed Account" under this contract means all Sub-
Account(s) associated with Guaranteed Period(s) and Guaranteed Interest
Rate(s).  Fixed Account assets are general assets of the Company and are
distinguishable from those allocated to a separate account of the Company.

FUND(S).  The Variable Account Sub-Accounts in which Premium Payments, or
Transfers in accordance with the "Transfer Privilege" provision, may be
invested.

GUARANTEED PERIOD.  The Guaranteed Period is the period for which interest, at
either an initial or subsequent Guaranteed Interest Rate will be credited to an
amount under a Fixed Account Sub-Account.

HOME OFFICE.  The term "Home Office" means Connecticut General Life Insurance
Company, the mailing address of which for this contract is CIGNA Individual
Insurance, Annuity & Variable Life Service Center, Routing S249, Hartford,
Connecticut 06152-2249.




                                                                               9

<PAGE>   9
                            DEFINITIONS (CONTINUED)

IN WRITING.  The term "in writing" means in a written form satisfactory to the
Company and received by the Company at its Annuity & Variable Life Service
Center's Mailing Address.

INCOME PAYMENTS.  Income Payments are the amounts payable under this contract
as determined by the settlement options provisions of the contract.

PAYOUT PERIOD. The period during which Income Payments are made upon
annuitization of this contract.

SEC.  The Securities and Exchange Commission.

SUB-ACCOUNT.  That portion of the Fixed Account associated with specific
Guaranteed Period(s) and Guaranteed Interest Rate(s) and that portion of the
Variable Account which invests in shares of a specific Fund.

VALUATION DATE.  Any day on which the New York Stock Exchange ("NYSE") is open
for business, except a day during which trading on the NYSE is restricted or on
which an emergency exists as a result of which the valuation or disposal of
securities is not reasonably practicable.

VALUATION PERIOD.  The period beginning immediately after the close of business
on a Valuation Date and ending at the close of business on the next Valuation
Date.  A Valuation Period may be more than one day.

VARIABLE ACCOUNT.  The term "Variable Account" under this contract means all
Sub-Account(s) associated with investments in the Fund(s).  Variable Account
assets are separate account assets of the Company, the investment performance
of which is kept separate from that of the general assets of the Company and
are not chargeable with general liabilities of the Company.

VARIABLE ANNUITY UNITS.  A unit of measure used in the calculation of the value
of the variable portion of the Annuity Account during the Payout Period.

VARIABLE ACCUMULATION UNIT.  A unit of measure used in the calculation of the
value of the variable portion of the Annuity Account before the Payout Period.

                           PREMIUM PAYMENT PROVISIONS

PREMIUM PAYMENTS.  Premium Payments are payable to the Company at its Annuity &
Variable Life Service Center's Mailing Address (or its lockbox address) or to
an authorized agent of the Company.  A Company receipt will be furnished upon
request.  The Initial Premium Payment is the amount paid to the Company as
consideration for the benefits provided under the contract on the Date of
Issue.  Subsequent Premium Payments may be paid to the Company from time to
time after the Date of Issue and prior to the Annuity Date.  The Company will
not accept any Premium Payment which is less than the minimum amount
requirement then in effect as determined by the Company.  In addition, the
prior approval of the Company is required before it will accept a Premium
Payment in excess of the maximum amount limit then in effect as determined by
the Company.  All Premium Payments must meet the allocation requirements
specified under the "Allocation of Premium Payments" provision.  The payment of
any amount under the contract which is derived, all or in part, from any
Premium Payments made by check or draft may be postponed until such check or
draft has been honored by the financial institution upon which it is drawn.

The Initial Premium Payment attributable to the contract is shown on the
Contract Specifications page.

ALLOCATION OF PREMIUM PAYMENTS.  Upon receipt by the Company at its Annuity &
Variable Life Service Center's Mailing Address, each Premium Payment will be
added to the Annuity Account established under the contract.  The Annuity
Account is described under the "Annuity Account" provision and is comprised of
Fixed Account Sub-Account(s) and Variable Account Sub-Account(s).  The Initial
Premium Payment will be allocated to one or more such Sub-Accounts in
accordance with the allocation percentages specified by the Owner and shown in
the Contract Specifications, provided such allocations to Fixed and/or Variable
Accounts  conform  to the Company's minimum deposit requirements in effect as
of the Date of Issue.



                                                                              10

<PAGE>   10
                     PREMIUM PAYMENT PROVISIONS (CONTINUED)

Subsequent Premium Payments will be allocated as directed by the Owner.  If no
direction is given, the allocation percentages will be that which has been most
recently directed for payments by the Owner.  If a portion of the most recent
previous Premium Payment was allocated to the Fixed Account and the allocation
percentages when applied to a Subsequent Premium Payment does not produce an
amount which meets the Fixed Account minimum requirements, the Company will
promptly seek further instructions from the Owner regarding allocation of the
premium and otherwise allocate the applicable portion of such Premium Payment to
the AIM V.I. Money Market Fund if such instructions are not received.

ANNUITY ACCOUNT CONTINUATION.  The Annuity Account shall be continued
automatically in full force from the Date of Issue until the Annuity Date or
until the contract is surrendered or annuitized, the Death Benefit is paid, or
the Annuity Account Value no longer meets the requirements specified in the
"Minimum Value Requirements" provision, whichever occurs first.

MINIMUM VALUE REQUIREMENTS.  If no Premium Payments have been made for three
consecutive years and the Annuity Account Value decreases to less than $1,000
during that period, or if any partial withdrawal decreases the Annuity Account
Value to less than $1,000, the Company reserves the right to cancel the
contract and pay to the Owner an adjusted value of the Annuity Account as would
be calculated under the "Determination of Amount" provision.  The Company will,
however, provide at least 30 days advance notice to the Owner of its intended
action.  During the notification period an additional Premium Payment may be
made to meet the minimum value requirements.

                OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS

OWNER(S). The Owner(s) on the Date of Issue will be the person or persons
designated in the Contract Specifications.  If more than one Owner is
designated, all rights and privileges of Owner under the contract rest jointly
with all Owners unless specified otherwise.  This contract will not be issued
without an Owner designation.

RIGHTS OF OWNER. The Owner may exercise all rights and privileges under the
contract including the right to: (a) agree with the Company to any change in or
amendment to the contract, (b) transfer all rights and privileges to another
person, (c) change the Beneficiary, (d) change the Annuitant(s) any time prior
to the Annuity Date or name a new Annuitant if the Annuitant, or one of the
Annuitants named under a joint life annuity, predeceases the Owner, (e) name
the payee to whom Income Payments are to be directed, and (f) assign the
contract.

All rights and privileges of the Owner may be exercised without the consent of
any designated transferee, or any Beneficiary if the Owner has reserved the
right to change the Beneficiary. All such rights and privileges, however, may
be exercised only with the consent of any assignee on record with the Company.

TRANSFER OF OWNERSHIP.  The Owner may transfer all rights and privileges of the
Owner. On the effective date of transfer, (a) the transferee will become the
Owner and will have all the rights and privileges of the Owner, and (b) the
amount of Death Benefit applicable under any optional benefit rider attached to
the contract may change as set forth in such rider under the "Amount of Death
Benefit" provision.  The Owner may revoke any transfer prior to its effective
date.

Unless provided otherwise, a transfer will not affect the interest of any
Beneficiary designated prior to the effective date of the transfer.

A transfer of Ownership, or a revocation of transfer, must be in writing to the
Company at its Annuity & Variable Life Service Center's Mailing Address.  A
transfer or a revocation will not take effect until recorded in writing by the
Company at its Annuity & Variable Life Service Center's Mailing Address. When a
transfer or revocation has been so recorded, it will take effect as of the
effective date specified by the Owner or the date it is received in good order,
whichever is later.  Any payment made or any action taken or allowed by the
Company before the transfer or the revocation is recorded will be without
prejudice to the Company.




                                                                              11

<PAGE>   11
          OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS (CONTINUED)

ASSIGNMENT. The Company will not be affected by any assignment of the contract
until the original assignment or a certified copy of the assignment is filed
with the Company at its Annuity & Variable Life Service Center's Mailing
Address.

The Company does not assume responsibility for the validity or sufficiency of
any assignment.  An assignment of the contract will operate so long as the
assignment remains in force.

To the extent provided under the terms of the assignment, an assignment will
transfer the interest of any designated transferee or of any Beneficiary if the
Owner has reserved the right to change the Beneficiary.

BENEFICIARY. The Beneficiary is the person who has the right to receive the
Death Benefit set forth in the contract and, for Non-Qualified Contracts, who
is the "designated beneficiary" for purposes of Section 72(s) of the Internal
Revenue Code in the event of the Owner's death.  The Beneficiary on the Date of
Issue will be the person designated in the Contract Specifications.

Unless provided otherwise, the interest of any Beneficiary who dies before the
Owner will vest in the Owner or the Owner's administrators or assigns.

CHANGE OF BENEFICIARY.  A new Beneficiary may be designated from time to time.
A request for change of Beneficiary must be in writing to the Company at its
Annuity & Variable Life Service Center's Mailing Address. The request must be
signed by the Owner. The request must also be signed by the Beneficiary if the
right to change the Beneficiary has not been reserved to the Owner.

A change of Beneficiary will not take effect until recorded by the Company.
When a change of Beneficiary has been so recorded, whether or not the Owner is
then alive, it will take effect as of the date the request was signed or the
date it was received in good order, whichever is later.  Any payment made or
any action taken or allowed by the Company before the change of Beneficiary is
recorded will be without prejudice to the Company.

Unless provided otherwise, the right to change any Beneficiary is reserved to
the Owner.

                     FIXED AND VARIABLE ACCOUNTS PROVISIONS

FIXED ACCOUNT AND SUB-ACCOUNTS.  Fixed Account assets are general assets of the
Company and are distinguishable from those allocated to a separate account of
the Company.  Any portion of Premium Payments allocated by the Owner to a Fixed
Account Sub-Account will become part of the Fixed Account.

VARIABLE ACCOUNT AND SUB-ACCOUNTS.  The Variable Account to which the variable
accumulation values, if any, under this contract relate is shown in the
Contract Specifications.  It was established pursuant to a resolution of its
Board of Directors as a "separate account" under governing law of Connecticut,
the Company's state of domicile, and registered as a unit investment trust
under the 1940 Act.  Under Connecticut law, the Variable Account assets (except
assets in excess of its reserves and other contract liabilities) cannot be
charged with the general liabilities from any other business of the Company and
the income, gains or losses from the Variable Account assets are credited or
charged against the Variable Account without regard to the income, gains or
losses of the Company.  The Variable Account assets are owned and controlled
exclusively by the Company, and the Company is not a trustee with respect to
those assets.

The Variable Account is divided into Sub-Accounts.  Each Variable Account Sub-
Account's assets are invested in shares of a particular Fund made available as
a funding vehicle under this contract.  For each Variable Account Sub-Account,
the Company maintains Variable Accumulation Units whose values reflect the
investment performance of the Fund whose shares are held in that Sub-Account.




                                                                              12

<PAGE>   12
               FIXED AND VARIABLE ACCOUNTS PROVISIONS (CONTINUED)

Subject to any vote by persons having the right under the 1940 Act to vote
thereon, the Company may elect to operate the Variable Account as a management
company rather than a unit investment trust under the 1940 Act, or, if
registration is no longer required, to deregister the Variable Account.  In
such event, the Company may endorse this contract to reflect such change and
any necessary or appropriate action taken to effect the change.  Any changes in
Variable Account investment policy shall have been approved by the Connecticut
Insurance Commissioner and approved or filed, as required, in the state or
other jurisdiction where this policy was issued.

INVESTMENT RISK.  Each Variable Account Sub-Account's assets are always fully
invested in the shares of the particular Fund purchased for that Sub-Account.
Each Variable Account Sub-Account's investment performance reflects the
investment performance of the Fund.  Fund share values fluctuate, reflecting
the risks of changing economic conditions and the ability of a Fund's
investment advisor or sub-adviser to manage that Fund and anticipate changes in
economic conditions.   As to the Variable Account assets, the Owner bears the
entire investment risk of gain or loss.

INVESTMENTS OF THE VARIABLE ACCOUNT SUB-ACCOUNTS.  All amounts allocated to a
Variable Account Sub-Account will be used to purchase shares of a specific
Fund.  The Funds available on the Date of Issue are shown in the Contract
Specifications; more may be subsequently added.  The Fund is an open-end
management investment company registered under the Investment Company Act of
1940.  Any and all distributions made by the Fund(s) will be reinvested to
purchase additional shares of that Fund at net asset value.  Deductions from
the Variable Account Sub-Accounts will, in effect, be made by redeeming a
number of Fund shares at net asset value equal in total value to the amount to
be deducted.  Assets of Variable Account Sub-Accounts will be fully invested in
Fund shares at all times.

SUBSTITUTED SECURITIES. Shares corresponding to a particular Fund may not
always be available for purchase or the Company may decide that further
investment in such Fund is no longer appropriate in view of the purposes of the
Variable Account, or in view of legal, regulatory or federal income tax
restrictions.  In such event, shares of another registered open-end investment
company or unit investment trust may be substituted both for Fund shares
already purchased and/or as the securities to be purchased in the future,
provided that these substitutions meet applicable Internal Revenue Service
diversification guidelines and have been approved by the Securities and
Exchange Commission and such other regulatory authorities as may be necessary.
In the event of any substitution pursuant to this provision, the Company may
make appropriate endorsement(s) to this contract to reflect the substitution.

             CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS

PART A - FIXED ACCOUNT VALUE

GUARANTEED PERIODS.  The Initial Guaranteed Period(s), if any, are selected by
the Owner and are shown in the Contract Specifications.  The duration of the
Initial Guaranteed Period(s) will affect the Initial Guaranteed Interest
Rate(s).  Any Premium Payment or the portion thereof (or amount transferred in
accordance with the "Transfer Privilege" provision described below) allocated
to a particular Guaranteed Period will earn interest at the specified
Guaranteed Interest Rate during the Guaranteed Period.  Initial Guaranteed
Periods begin on the date a Premium Payment is accepted (or, in the case of a
transfer, on the effective date of the transfer) and end on the Expiration Date
for each duration selected.

Any portion of the Annuity Account Value comprising a particular Fixed Account
Sub-Account (including interest earned thereon) will be referred to in this
contract as the "Guaranteed Period Amount."  As a result of renewals,
Subsequent Payments, and transfers of portions of the Annuity Account Value,
Guaranteed Amounts for Guaranteed Periods of the same duration may have
different Expiration Dates, and each Guaranteed Period Amount will be treated
separately for purposes of determining any Market Value Adjustment.

The Company will send written notice to the Owner by ordinary mail to the most
recent address in the Company's records about the upcoming expiration of a
Guaranteed Period with respect to a Fixed Account Sub-Account up to 60 days
prior to the Expiration Date of such Guaranteed Period.  A subsequent
Guaranteed Period of the same duration will begin automatically at the end of
the previous Guaranteed




                                                                              13

<PAGE>   13
        CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

Period unless the Company receives, in writing at its Annuity & Variable Life
Service Center's Mailing Address within the period following such notification
but prior to the end of such Guaranteed Period, an election by the Owner of a
different Guaranteed Period from among those being offered by the Company at
such time, or instructions to transfer all or a portion of the applicable
Guaranteed Period Amount to one or more Fixed Account or Variable Account Sub-
Accounts in accordance with the "Transfer Privilege" provision.

GUARANTEED INTEREST RATES.  The Company will establish the applicable
Guaranteed Interest Rate that will be used to determine the interest with
respect to a Fixed Account Sub-Account for each Guaranteed Period at the
beginning of the Guaranteed Period.  This rate will be guaranteed for the
duration of the applicable Guaranteed Period.  The Initial or Subsequent
Guaranteed Interest Rate will never be less than 3% per year, compounded
annually.  Subsequent Guaranteed Interest Rate(s) will also be determined at
the beginning of Guaranteed Period(s) and may be higher or lower than the
previous rate, but will never be less than 3% per year, compounded annually.
(See "Minimum Surrender Value" provision.)

FIXED ACCUMULATION VALUE.  Upon receipt of a Premium Payment by the Company at
its Annuity & Variable Life Service Center's Mailing Address, all or that
portion, if any, of the Premium Payment which is allocated to the Fixed Account
will be credited to the Fixed Account and allocated to the Fixed Account Sub-
Accounts selected by the Owner.  The Fixed Accumulation Value, if any, at any
time, is equal to the sum of the then current values of all Guaranteed Period
Amounts with respect to this contract.

MINIMUM SURRENDER VALUE.  The Minimum Surrender Value for the Fixed Account for
a given contract year is the Premium Payment(s), or portion thereof, and
transfers allocated to the Fixed Account accumulated at 3% per year, compounded
annually, less the deduction of the applicable withdrawal charge(s), any prior
withdrawals or transfers out of the Fixed Account, premium taxes, if any, and
applicable Annuity Account Fee(s).

PART B - VARIABLE ACCOUNT VALUE

ACQUISITION AND REDEMPTION OF VARIABLE ACCUMULATION UNITS.  Any dollar amounts
allocated to a Variable Account Sub-Account shall be converted into Variable
Accumulation Units and credited to the Variable Account Sub-Account on a unit
basis.  The number of Variable Accumulation Units into which a dollar amount
would be converted is calculated by dividing the dollar amount by the Variable
Accumulation Unit Value for the particular Sub-Account.  Any redemption of
units from a Variable Account Sub-Account will be processed at the end of a
Valuation Period, including any units redeemed to fund a monthly deduction, and
shall result in the redemption and cancellation of Variable Accumulation Units
having an aggregate dollar value equal to the amount of such withdrawal.

VARIABLE ACCUMULATION UNIT VALUE.  The Variable Accumulation Unit Value at the
beginning of the first Valuation Period of each Variable Account Sub-Account
was established at $10.00.  The Variable Accumulation Unit value in any later
Valuation Period is equal to the net asset value per unit of the particular
Sub-Account as of the end of such Valuation Period.

VARIABLE ACCUMULATION VALUE.  The Variable Accumulation Value of the Annuity
Account, if any, for any Valuation Period is equal to the sum of the value of
all Variable Accumulation Units of each Variable Account Sub-Account credited
to the Variable Account with respect to this contract at the end of such
Valuation Period.  The Variable Accumulation Value of each Variable Account
Sub-Account is determined by multiplying the number of Variable Accumulation
Units, if any, credited to each Variable Account Sub-Account with respect to
this contract at the end of a Valuation Period, by the Variable Accumulation
Unit Value of the particular Variable Account Sub-Account for such Valuation
Period.





                                                                              14

<PAGE>   14
        CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

NET INVESTMENT FACTOR.  An index, calculated as described below, that provides
a measure of the investment performance of a Variable Account Sub-Account for
each Valuation Period.  The Net Investment Factor is equal to A+B+-C     where:
                                                              ------ - E
                                                                D

       A is the net asset value per unit of the Fund held in the Variable
       Account Sub-Account (such net asset value being determined as described
       in the prospectus for the Fund) as of the end of the Valuation Period;

       B is any dividend or other distribution payable with respect to units
       held of record during the Valuation Period;

       C is the per unit amount of any tax determined by the Company to be
       attributable to the operation of the Variable Account Sub-Account during
       such Valuation Period;

       D is the net asset value of each unit of the Fund as of the close of
       business on the Valuation Date immediately preceding the Valuation
       Period; and

       E is the sum of the Daily M&E Rate plus the Daily Administrative Rate,
       multiplied by the number of 24-hour periods included in the Valuation
       Period.

The Net Investment Factor may be 1.0 or may be greater or less than 1.0,
reflecting the possibility that the Variable Accumulation Unit Value of a
particular Variable Account Sub-Account may remain the same, increase or
decrease.

PART C - GENERAL

ANNUITY ACCOUNT.  The Company will establish an Annuity Account under the
contract and will maintain the Annuity Account during the Accumulation Period.
The Annuity Account Value at any time equals the sum of all the then current
values of the Fixed and Variable Accounts with respect to this contract.

TRANSFER PRIVILEGE.  At any time during the Accumulation Period, other than
during the "Right to Examine Contract" period, the Owner may transfer all or
part of the Annuity Account Value to one or more of the Fixed or Variable
Account Sub-Accounts then available under the contract, subject to the
provisions set forth below.  Transfers may be made in writing or by telephone,
unless telephone transfers have been previously declined in writing.  Transfer
requests must be received at the Company's Annuity & Variable Life Service
Center prior to the time of day set forth in the prospectus, and provided the
New York  Stock Exchange is open for business, in order to be processed  as of
the close of business on the date the request is received; otherwise, the
transfer will be processed on the next business day the New York Stock Exchange
is open for business.  The Company will not be held legally responsible for (a)
any liability for acting in good faith upon any transfer instructions given by
telephone, or (b) the authenticity of such instructions.

Transfers involving Variable Account Sub-Accounts will reflect the purchase or
cancellation of Variable Accumulation Units having an aggregate value equal to
the dollar amount being transferred to or from a particular Variable Account
Sub-Account.  The purchase or cancellation of such units shall be made using
Variable Accumulation Unit Values of the applicable Variable Account Sub-
Account at the end of the Valuation Period for which the transfer is effective.
Transfers to a Fixed Account Sub-Account will result in a new Guaranteed Period
for the amount being transferred.  Any such Guaranteed Period will begin on the
effective date of the transfer.  The amount transferred into such Fixed Account
Sub-Account will earn interest at the Guaranteed Interest Rate declared by the
Company for that Guaranteed Period as of the effective date of the transfer.




                                                                              15

<PAGE>   15
        CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

Unless otherwise changed by the Company to be less restrictive, transfers shall
be subject to the following conditions: (a) Up to 12 transfers may be made per
Contract Year (including the frequency limitation shown in the Contract
Specifications with respect to transfers from the Fixed Account), unless
additional transfers are otherwise authorized in writing by the Company; (b) No
withdrawal charge will be imposed on transferred amounts, however, transfers of
all or a portion out of a Fixed Account Sub-Account may be subject to the
Market Value Adjustment set forth below unless such transfer is made in
accordance with the "Full or Partial Withdrawals and Transfers at the End of a
Guaranteed Period" provision; (c) The amount being transferred may not be less
than $100 unless the entire value of the Fixed or Variable Account Sub-Account
is being transferred; (d) The amount being transferred may not exceed the
Company's maximum amount limit then in effect; (e) The amount transferred to
any Fixed Account Sub-Account may not be less than $2,000, or $100 to a
Variable Sub-Account; (f) Unless a transfer out of a Fixed Account Sub-Account
is made in accordance with the "Full or Partial Withdrawals and Transfers at
the End of a Guaranteed Period" provision, the amount transferred from each
Fixed Account Sub-Account during any contract year may not exceed the limits
shown in the Contract Specifications; (g) Any value remaining in a Fixed
Account Sub-Account may not be less than $2,000, or a Variable Account Sub-
Account may not be less than $50; (h) The Company reserves the right to defer
transfers of amounts from the Fixed Account for a period not to exceed six
months from the date the request for such transfer is received by the Company
in writing or by telephone, if such has been previously authorized, at its
Annuity & Variable Life Service Center; and (i) Transfers involving Variable
Account Sub-Account(s) shall be subject to such terms and conditions as may be
imposed by the Funds.

This contract is not designed for and does not allow professional market timing
organizations or other entities using programmed and frequent transfers.

TRANSFER FEE.  The Company reserves the right to charge a fee up to $10 for
each transfer prior to the Annuity Date if there have been more than twelve
transfers made in the Contract Year.

ANNUITY ACCOUNT FEE.  Prior to the Annuity Date, on the anniversary date of
each Contract Year the Company will deduct from the value of the Annuity
Account the annual Annuity Account Fee, if any, shown in the Schedule of
Charges, Expenses and Fees to reimburse it for administrative expenses relating
to the Annuity Account.  The Annuity Account Fee will be deducted on a pro rata
basis from amounts allocated to each Fixed and Variable Account Sub-Account in
which the Annuity Account values are invested at the time of such deduction.
If the Annuity Account is surrendered for its full value, the Annuity Account
Fee will be deducted in full at the time of such surrender.  On the Annuity
Date the value of the Annuity Account will be reduced by a proportionate amount
of the Annuity Account Fee to reflect the time elapsed between the last
valuation date of the most recent Contract Year and the day before the Annuity
Date.

                CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                          VALUE ADJUSTMENT PROVISIONS

CASH WITHDRAWALS.  At any time before the Annuity Date, the Owner may elect to
receive a cash withdrawal payment  from the Company by filing with the Company
at its Annuity & Variable Life Service Center's  Mailing Address a written
election in such form as the Company may require.  Any such election shall
specify the amount of the withdrawal and will be effective on the date that it
is received at the Company's Annuity & Variable Life Service Center's Mailing
Address.  Any cash withdrawal payment will be paid within seven days of the
Company's receipt of such request, except as the Company may be permitted to
defer the payment of amounts withdrawn from the Variable Account in accordance
with the Investment Company Act of 1940. The Company reserves the right to
defer the payment of amounts withdrawn from the Fixed Account for a period not
to exceed six months from the date written request for such withdrawal is
received by the Company at its Annuity & Variable Life Service Center's Mailing
Address.  If any such payment is deferred beyond 30 days, the Company will pay
interest of not less than 3% per year on amounts so deferred.





                                                                              16

<PAGE>   16
                CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                    VALUE ADJUSTMENT PROVISIONS (CONTINUED)

The amount of the cash withdrawal payment may be for any amount not to exceed
the Annuity Account Value  at  the  end  of  the  Valuation Period during which
the election becomes effective, plus or minus any applicable Market Value
Adjustment, and less any applicable withdrawal charge and premium taxes.  In
the case of a full surrender, the Annuity Account will be canceled and the
contract will terminate.  A partial withdrawal will result in a decrease in the
Annuity Account Value by an amount with an aggregate dollar value equal to the
dollar amount of the cash withdrawal payment, plus or minus any applicable
Market Value Adjustment, any applicable withdrawal charge and premium taxes.

In the case of a partial withdrawal, the Owner must instruct the Company as to
the amounts to be withdrawn from each Fixed and/or Variable Account Sub-
Account.  If not so instructed, the Company will effect such withdrawal from
each Fixed and/or Variable Sub-Account in proportion to the then current Sub-
Account values.  Partial withdrawals cannot reduce any Fixed Account Sub-
Account below $2,000 or any Variable Account Sub-Account below $50.  Such
partial withdrawals will be treated as a full surrender of that Sub-Account and
the balance will be transferred to the largest Variable Account Sub-Account, if
any.  Partial withdrawals may not reduce the total Annuity Account Value below
$1,000.  (See "Minimum Value Requirements" provision.)  Such partial
withdrawals may be treated as a full surrender.

Cash withdrawals from a Variable Account Sub-Account will result in the
cancellation of Variable Accumulation Units attributable to the Annuity Account
with an aggregate value on the effective date of the withdrawal equal to the
total amount by which the Variable Account Sub-Account is reduced.  The
cancellation of such units will be based on the Variable Accumulation Unit
values of the Variable Account Sub-Account at the end of the Valuation Period
during which the cash withdrawal is effective.

All cash withdrawals or transfers of any portion of Fixed Account Sub-Accounts,
except those specified otherwise under "Penalty-Free Withdrawals, Transfers and
Annuitization Provisions," will be subject to the Market Value Adjustment
described below.

WITHDRAWAL CHARGES.  If a cash withdrawal is made, a withdrawal charge may be
assessed by the Company.  The length of time between the Company acceptance of
the Premium Payment(s) and the receipt of a withdrawal request determines the
withdrawal charge.  For this purpose each withdrawal is deemed to represent a
withdrawal of a Premium Payment previously accepted (or a portion thereof).
Premium Payments will be deemed to have been withdrawn in the order in which
the Premium Payments were received by the Company (i.e., oldest premium first).
After all Premium Payments have been deemed withdrawn, the Company will deem
further withdrawals to be from net investment results attributable to such
Premium Payments, if any.  The schedule of withdrawal charges is set forth in
the "Schedule of Charges, Expenses and Fees."  On withdrawal, any applicable
Annuity Account Fee and Market Value Adjustment will be deducted before
application of any withdrawal charge.

Withdrawal charges are deducted proportionately from the Fixed and/or Variable
Account Sub-Account(s) from which the withdrawal is to be made, provided such
Sub-Account(s) have sufficient account value(s) for making such deduction(s).
If any of the account value(s) of such Sub-Account(s), however, are
insufficient, its remaining withdrawal charges will be deducted on a pro rata
basis from all Fixed and/or Variable Account Sub-Accounts in proportion to the
then current account value(s) of Such Sub-Account(s).

See "Penalty-Free Withdrawals, Transfers and Annuitization Provisions" for
situations in which a withdrawal charge is not imposed.

For the purpose of any qualified plan riders which may be attached to this
contract, the term "Surrender Charge" wherever referenced therein, shall mean
"withdrawal charge" as set forth above.





                                                                              17

<PAGE>   17
                CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                    VALUE ADJUSTMENT PROVISIONS (CONTINUED)

MARKET VALUE ADJUSTMENT.  Any cash withdrawal or transfer from a Fixed Account
Sub-Account, except those specified otherwise under the "Penalty-Free
Withdrawals, Transfers and Annuitization Provisions," will be subject to a
Market Value Adjustment.

The amount payable on such cash withdrawal or transfer may be adjusted up or
down by the application of the Market Value Adjustment.  The Index Rate Factor
applicable to the amount of such cash withdrawal or transfer is:

                                  (1+A)(N)
                                  --------
                                  (1+B)(N)
where:

A = an Index Rate (based on the Treasury Constant Maturity Series published by
the Federal Reserve) for a security with time to maturity equal to the
applicable Guaranteed Period, determined at the beginning of the Guaranteed
Period.

B = an Index Rate (based on the Treasury Constant Maturity Series published by
the Federal Reserve) for a security with time to maturity equal to the
applicable Guaranteed Period, determined at the time of cash withdrawal or
transfer, plus the percentage adjustment to "B" as shown in the Contract
Specifications.  If Index Rates "A" and "B" are within .25% of each other when
the Index Rate Factor is determined, no such percentage adjustment to "B" will
be made.

N = The number of years remaining in the applicable Guaranteed Period (e.g. 1
year and 73 days = 1 + (73 divided by 365) = 1.2 years)

Straight-line interpolation is used for periods to maturity not quoted.

        PENALTY-FREE WITHDRAWALS, TRANSFERS AND ANNUITIZATION PROVISIONS

PENALTY-FREE PARTIAL WITHDRAWALS OR TRANSFERS.  Upon request in writing, the
Owner may, during any Contract Year prior to the Annuity Date, withdraw up to
15% of the Premium Payment(s) or portion remaining thereof, without incurring a
withdrawal charge.  Such partial withdrawals may be taken in one or more
withdrawals, but the aggregate in any Contract Year may not exceed 15% of the
Premium Payment(s).  For this purpose each withdrawal is deemed to represent a
withdrawal of a portion of a Premium Payment previously accepted.  Premium
Payments will be deemed to be withdrawn in the order in which they were
received by the Company (i.e., the oldest premium first).  Any such withdrawal
from a Fixed Account Sub-Account may be subject to a Market Value Adjustment
unless the withdrawal is made at the end of a Guaranteed Period as set forth
below.  The Owner must specify from which Fixed and/or Variable Account Sub-
Accounts the withdrawal is to be made, otherwise the Company may effect such
withdrawal on a proportionate basis from all Fixed and/or Variable Account Sub-
Accounts in which the Annuity Account is invested.

Such partial withdrawals may be either taken as a lump sum or, upon consent of
the Company, paid in equal installments.  If there is more than one Owner, such
withdrawals may be taken by any Owner, if authorized in writing, however, the
cumulative amount withdrawn during any Contract Year by all Owners may not
exceed 15% of the Premium Payment(s).

No withdrawal charge will be imposed on any withdrawal with respect to a
Premium Payment after the end of the seventh year following the Company's
acceptance of that Premium Payment.

The Owner may also transfer amounts within the Annuity Account during the
Accumulation Period without the application of a withdrawal charge, however,
any transfers would be subject to any terms and conditions as may be imposed
under the "Transfer Privilege" provision.





                                                                              18

<PAGE>   18
        PENALTY-FREE WITHDRAWALS, TRANSFERS AND ANNUITIZATION PROVISIONS
                                   (CONTINUED)

FULL OR PARTIAL WITHDRAWALS AND TRANSFERS AT THE END OF A GUARANTEED PERIOD.
No Market Value Adjustment will be imposed on a full or partial withdrawal or
transfer made from a Fixed Account Sub-Account which becomes effective at the
end of the applicable initial or subsequent Guaranteed Period.  In such event,
the Owner's proper request for withdrawal or transfer must be received at the
Company's Annuity & Variable Life Service Center's Mailing Address within a 45-
day period immediately preceding the end of such Guaranteed Period.

WAIVER OF WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT ON DEATH OR ANNUITY
DATE.  No withdrawal charge or Market Value Adjustment will be imposed upon
payments made under the Annuity Benefit or Death Benefit provisions of this
contract.

PENALTY-FREE ANNUITIZATION.  At any time the Owner may request in writing
payment of the then current Annuity Account Value in accordance with any one of
the settlement options set forth in this contract.  In such event, no
withdrawal charge or Market Value Adjustment will be imposed at the time such
settlement is made.  Such annuitization will automatically result in a change
in the Annuity Date to the date Income Payments commence under the settlement
option elected.

                               BENEFIT PROVISIONS

ANNUITY BENEFIT.  On the Annuity Date the Company will pay all or a part of the
adjusted value of the Annuity Account (as set forth below) in cash or apply it
in accordance with the settlement option(s) elected by the Owner.  However, if
the amount to be applied under any settlement option is less than $5,000, or if
the first Income Payment payable in accordance with such option is less than
$50, the Company will pay the adjusted value in a single payment to the payee
designated by the Owner.

ANNUITY DATE.  The Annuity Date selected by the Owner is shown in the Contract
Specifications.  The Annuity Date may be changed from time to time by the Owner
by notifying the Company in writing.  The notice must be received at the
Company's Annuity & Variable Life Service Center's Mailing Address at least 45
days prior to the Annuity Date then in effect.  The new Annuity Date selected
must be at least 30 days after the effective date of the change and not later
than the Annuitant's 90th birthday (eldest Annuitant's 90th birthday in the
case of joint Annuitants).

After the Annuity Date, no change of a settlement option is permitted, no
payments may be requested under the "Cash Withdrawals" provision of the
contract, and no Death Benefit is payable under the contract except as
otherwise specified under the settlement option selected.

ELECTION AND EFFECTIVE DATE OF ELECTION WITH RESPECT TO ANNUITY BENEFIT.
During the lifetime of the Owner and prior to the Annuity Date, the Owner may
elect to have the adjusted value of the Annuity Account applied on the Annuity
Date under one or more of the settlement options set forth in this contract, or
under any other settlement option as agreed to by the Company.  The Owner may
also change any election, but any election or change of election must be
received at the Company's Annuity & Variable Life Service Center's Mailing
Address at least 45 days prior to the Annuity Date.  The election or change of
election may be made by filing with the Company at its Annuity & Variable Life
Service Center's Mailing Address written notice in such form as the Company may
require.  If no such election is in effect on the 30th day prior to the Annuity
Date, the adjusted value of the Annuity Account will be applied under a Life
Annuity with 120 months guaranteed. In such situation, the portion of the
adjusted value of the Annuity Account to be applied for a Fixed Life Annuity
under the Second Option and/or a Variable Life Annuity under Option II will be
determined on a pro rata basis from the composition of the Annuity Account on
the Annuity Date.





                                                                              19

<PAGE>   19
                         BENEFIT PROVISIONS (CONTINUED)

DETERMINATION OF AMOUNT.  On the Annuity Date the Annuity Account will be
canceled and the adjusted value of the Annuity Account to be applied under the
settlement options provisions shall be equal to the Annuity Account Value for
the Valuation Period which ends immediately preceding the Annuity Date, minus
any applicable premium or similar tax.  For the purposes of any qualified plan
riders which may be attached to this contract, the term "Annuity Value,"
wherever referenced therein, shall mean the "adjusted value of the Annuity
Account" as defined above.

INCOME PAYMENT BENEFITS.  On the Annuity Date, the adjusted value of the
Annuity Account as determined under the "Determination of Amount" provision may
be applied, as elected by the Owner, under one or more of the settlement
options set forth in the contract to effect:  (a) a Fixed Income Payment
Benefit or a Variable Income Payment Benefit; or (b) a combination of the Fixed
Income Payment Benefit and the Variable Income Payment Benefit.  If a
combination Fixed and Variable Income Payment Benefit is elected, the Owner may
specify the amount to be allocated to the Fixed Income Payment Benefit and the
amount to be allocated to the Variable Income Payment Benefit.  Such election
and allocation may also be made by a Beneficiary to the extent provided in the
"Election and Effective Date of Election with Respect to Death Benefit
Provision."

DEATH BENEFIT.  If the Owner dies before the Annuity Date, the Company will pay
the Death Benefit to the Beneficiary upon receipt of due proof of the death of
the Owner in accordance with the "Payment of Death Benefit" provision.  If
there is no designated Beneficiary living on the date of death of the Owner,
the Company will pay the Death Benefit, upon receipt of due proof of the death
of both the Owner and the designated Beneficiary, in one sum to the estate of
the Owner.

ELECTION AND EFFECTIVE DATE OF ELECTION WITH RESPECT TO DEATH BENEFIT.  During
the lifetime of the Annuitant and prior to the Annuity Date, the Owner may
elect one or more of the settlement options set forth in this contract to
effect an annuity for the Beneficiary as payee after the death of the Owner.
This election may be made or subsequently revoked by filing with the Company at
its Annuity & Variable Life Service Center's Mailing Address a written election
or revocation of an election in such form as required by the Company.

Any election or revocation of an election of a method of settlement of the
Death Benefit will become effective on the date it is received by the Company
at its Annuity & Variable Life Service Center's Mailing Address.

Unless otherwise specified in writing by the Owner, the Beneficiary may elect
(a) to receive the Death Benefit as a cash payment, in which event the Annuity
Account will be canceled, or (b) to have the Death Benefit applied under one or
more of the settlement options set forth under the contract.  This election may
be made by filing with the Company a written request in a form as required by
the Company.  Any written request for an election of a settlement option for
the Death Benefit by the Beneficiary will become effective on the later of (a)
the date the request is received by the Company at its Annuity & Variable Life
Service Center's Mailing Address; or (b) the date due proof of the death of the
Owner is received by the Company at its Annuity & Variable Life Service
Center's Mailing Address.  If a written request for a settlement option by the
Beneficiary is not received by the Company within 60 days following the date
due proof of the death of the Owner is received by the Company, the Beneficiary
shall be deemed to have elected a cash payment as of the last day of the 60-day
period.





                                                                              20

<PAGE>   20
                         BENEFIT PROVISIONS (CONTINUED)

Notwithstanding the above, the Owner or Beneficiary may only elect a settlement
option which provides for the distribution of the entire Death Benefit to the
Beneficiary within five years of the Owner's death unless; (a) the entire
interest in the contract is distributed over the life of the Beneficiary, with
distributions beginning within one year of the Owner's death; (b) the entire
interest in the contract is distributed over a period not extending beyond the
life expectancy of the Beneficiary, with distributions beginning within one
year of the Owner's death; or (c) the Beneficiary is the deceased Owner's
spouse and elects to continue the contract and become the new Owner, but in no
event may such an election be made under this contract more than once.

For purposes of Section 72(s) of the Internal Revenue Code, if any Owner is not
an individual, the death or change of any Annuitant is treated as the death of
an Owner, and if the Owner is grantor trust within the meaning of the Internal
Revenue Code, the death of the grantor of such trust is also treated as the
death of an Owner.

PAYMENT OF DEATH BENEFIT.  If the Death Benefit is to be paid in cash to the
Beneficiary, payment will be made within 7 days of the date the election
becomes effective or is deemed to become effective, provided due proof of the
death of the Owner is received by the Company at its Annuity & Variable Life
Service Center's Mailing Address, except as the Company may be permitted to
defer any such payment of amounts derived from the Variable Account in
accordance with the Investment Company Act of 1940.  If the Death Benefit is to
be paid in one sum to the estate of the deceased Owner, payment will be made
within 7 days of the date due proof of the death of the Owner and/or
Beneficiary is received by the Company at its Annuity & Variable Life Service
Center's Mailing Address, except as the Company may be permitted to defer any
such payment of amounts derived from the Variable Account in accordance with
the Investment Company Act of 1940.  If settlement under the settlement option
provisions is elected, the Income Payments will commence 30 days following the
effective date or the deemed effective date of the election and the Annuity
Account will be maintained in effect until such Income Payments commence.

AMOUNT OF DEATH BENEFIT.  The Death Benefit is determined as of the effective
date or deemed effective date of the Death Benefit election and is equal to the
greater of (a) the Annuity Account Value for the Valuation Period during which
the Death Benefit election is effective or is deemed to become effective, or
(b) the sum of all the Premium Payment(s) made under the contract less the sum
of all partial withdrawals.

SECTION 72(S).  The provisions above will be interpreted so as to comply with
the requirements of Section 72(s) of the Internal Revenue Code.

                               GENERAL PROVISIONS

THE CONTRACT.  The contract constitutes the entire contract between the
parties.

Only the President, a Vice President, an Assistant Vice President, a Secretary,
a Director or an Assistant Director of the Company may make or modify this
contract.





                                                                              21

<PAGE>   21
                         GENERAL PROVISIONS (CONTINUED)

The contract is executed at the Company's Home Office, the mailing address of
which for this contract is CIGNA Individual Insurance, Annuity & Variable Life
Service Center, Routing S249, Hartford, Connecticut 06152-2249.

MODIFICATION OF CONTRACT.  The Company reserves the right to modify this
contract to meet the requirements of applicable state and federal laws or
regulations.  The Company will notify the Owner in writing of any changes.

NON-PARTICIPATION.  The contract is not entitled to share in surplus
distribution.

LOANS.  Loans are not permitted under this contract.

DETERMINATION OF VALUES.  The method of determination by the Company of the Net
Investment Factor and the number and value of Accumulation Units and Annuity
Units shall be conclusive upon the Owner, and any Beneficiary or payee.

ENDORSEMENT OF INCOME PAYMENTS.  The Company will make each Income Payment at
the Home Office by check.  Each check must be personally endorsed by the
payee/Annuitant, or the Company may require that proof of the payee/Annuitant's
survival be furnished.

MISSTATEMENT OF AGE.  If the age of an Annuitant is misstated, the amount
payable under the contract will be adjusted to be the amount of Income which
the actual premium paid would have purchased for the correct age according to
the Company's rates in effect on the Date of Issue.  Any overpayment by the
Company, with interest at the rate of 6% per year, compounded annually, will be
charged against the payments to be made next succeeding the adjustment.  Any
underpayment by the Company will be paid in a lump sum, with interest at the
rate of 6% per year, compounded annually.

CLAIMS OF CREDITORS.  To the extent permitted by law, no amounts payable under
this contract will be subject to the claims of creditors of any payee.

PERIODIC REPORTS.  At least once each calendar year, the Company will furnish
the Owner a report as required by law showing the Annuity Account Value at the
end of the preceding year, all transactions during the year, the current
Annuity Account Value, the number of Accumulation Units in each Variable
Accumulation Account, the applicable Accumulation Unit Value as of the date of
the report and the interest rate credited to the Fixed Account Sub-Account(s).
The Company will also send such statements reflecting transactions in the
Annuity Account as may be required by applicable laws, rules and regulations.





                                                                              22

<PAGE>   22

















                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY

              FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
              WITH FIXED AND VARIABLE ACCOUNTS - NON-PARTICIPATING





     

<PAGE>   23
                 MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT RIDER

This rider is made part of the contract to which it is attached if "Form AR430,
Maximum Anniversary Value Death Benefit" is shown in the Contract
Specifications.  This rider remains in effect while the contract to which it is
attached remains in effect.

BENEFIT.  The provision entitled "Amount of Death Benefit" is hereby amended as
follows:

AMOUNT OF DEATH BENEFIT.   The Death Benefit is determined as of the effective
date or deemed effective date of the Death Benefit election and is equal to the
greatest of: (a) the Annuity Account Value for the Valuation Period during
which the Death Benefit election is effective or is deemed to become effective
or (b) the sum of all the Premium Payment(s) made under the contract less the
sum of all partial withdrawals, or (c) the maximum Annuity Account Value ever
attained on a Contract Anniversary date, occurring on or before the youngest
Owner's 80th birthday with adjustments for any subsequent Premium Payments and
partial withdrawals and charges made since the last determination of such
maximum value. The maximum value under item (c) would be determined based upon
the youngest Annuitant's 80th birthday in the case of a non-natural Owner.

On and after the effective date of each transfer of Ownership, the Amount of
Death Benefit will be equal to the greatest of: 1) the sum of Premium Payments
made prior to the date of such transfer of Ownership, less the sum of all
withdrawals made on or before the effective date of such transfer, plus the sum
of all Premium Payments made on or after the effective date of such transfer,
less the sum of all partial withdrawals made on or after the effective date of
such transfer, 2) the Annuity Account Value for the Valuation Period during
which the Death Benefit election is effective or is deemed to become effective,
or 3) the highest Annuity Account Value ever attained on a Contract Anniversary
date occurring on or after the date of such transfer of Ownership, with
adjustments for any subsequent Premium Payments, partial withdrawals and
charges made since such Contract Anniversary Date.

COST OF BENEFIT.  The cost for the benefit under this rider, as specified
below, will be added to the mortality and expense (M&E) risk charge deducted
from the contract asset. Refer to the "Schedule of Charges, Expenses and Fees"
under the contract.  The cost for this rider is determined by applying a rate
equal to the daily rate equivalent of the annual rate of 0.15% to the asset
value of the contract.

CONTRACT PROVISIONS.   Except as provided above, this rider is subject to all
of the terms of the contract.

TERMINATION.   This rider will terminate when the contract to which it is
attached is terminated.

EFFECTIVE DATE.  This rider becomes effective as of its date of issue which is
the Date of Issue of the contract unless a later date is shown below.

                                      CONNECTICUT GENERAL LIFE INSURANCE COMPANY


     


<PAGE>   1
<TABLE>
<S>                                           <C>                                        <C>
AIM/CIGNA HERITAGE VARIABLE ANNUITY APPLICATION                                          UNDERWRITTEN BY                            
                                                                                         Connecticut General Life Insurance Company 
                                                                                         a CIGNA company                            
                                                                                         ------------------------------------------ 
Make checks payable to:                      Mail check & application to:                 For Overnight Delivery:
Connecticut General Life Insurance Company   Connecticut General Life Insurance Company   Connecticut General Life Insurance Company
                                             P.O. Box 30790                               c/o Fleet Bank
For Bank Wire Transfers:                     Hartford, CT  06152                          Attn:  Lock Box 30790
Refer to Application Instructions                                                         20 Church Street
                                                                                          20th Floor, MSN 275
If you have any inquiries, call toll free                                                 Hartford, CT 06120
number 1-800-552-9898                                                                     Attn:  Hartford Lock Box Department  
====================================================================================================================================
 1a  Owner/Trust               a. Owner                                                                                           
    Information                              ---------------------------------------------------------------------------------------
                                                            First                Middle                     Last

                               Address                                                                                            
                                             ---------------------------------------------------------------------------------------
                                                        Street                    City                State               Zip Code

                               Date of Birth       /     /          SS#                         Sex [ ] M [ ] F   Telephone       
                                              ------------------        -------------------                                ---------
                                                Mo   Day   Year          (Or Tax Iden. #)
                               -----------------------------------------------------------------------------------------------------
 b  Joint Owner                                                         Full Name of Trust/Trustee(s)


                               b. Joint Owner                           
                                                ------------------------------------------------------------------------------------
                                                    First                              Middle               Last

                               Address                                                                                            
                                             ---------------------------------------------------------------------------------------
                                                        Street                    City                State               Zip Code

                               Date of Birth       /     /          SS#                         Sex [ ] M [ ] F   Telephone       
                                              ------------------        -------------------                                ---------
                                                Mo   Day   Year          (Or Tax Iden. #)
- ------------------------------------------------------------------------------------------------------------------------------------
 2a  Annuitant                 a. Annuitant                                                                                        
     (If different from                         ------------------------------------------------------------------------------------
     Owner)                                         First                              Middle               Last
                           
                               Address                                                                                            
                                             ---------------------------------------------------------------------------------------
                                                        Street                    City                State               Zip Code

                               Date of Birth       /     /          SS#                         Sex [ ] M [ ] F   Telephone       
                                              ------------------        -------------------                                ---------
                                                Mo   Day   Year          (Or Tax Iden. #)
 b  Joint Annuitant
   (If applicable)             b.  Joint Annuitant      
   (Annuitant/Joint                                 --------------------------------------------------------------------------------
   Annuitant may                                        First                         Middle                      Last
   not be a                                                                                                 
   corporation or  
   trust)                      Address       
                                             ---------------------------------------------------------------------------------------
                                                        Street                    City                State               Zip Code

                               Date of Birth       /     /           SS#                 Sex [ ] M [ ] F   Telephone                
                                              -------------------        -----------                                 ---------------
                                               Mo   Day   Year
- ------------------------------------------------------------------------------------------------------------------------------------
 3       Owner's               Primary Beneficiary(s) AND relationship to Owner       
         Beneficiary                                                           -----------------------------------------------------
         Designation
                               Contingent Beneficiary(s) AND relationship to Owner                                                
                                                                                  --------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
 4       Premium Payment         I.   Premium Payment             $                       
                                                                   -----------------------

                                II.   Plan Type (Check one)       [ ] QUALIFIED (If Qualified, please complete Section 9 on back of
                                                                      Application)
                                                                  [ ] NON-QUALIFIED

   (Death Benefit              III.   Does any portion of the payment represent after-tax dollars?
    Option)                                         [ ] YES       [ ] NO        If YES, specify the amount $_______________________.

- ------------------------------------------------------------------------------------------------------------------------------------
 5       Death Benefit         Select one: [ ] Standard Death Benefit
                                           [ ] Maximum Anniversary Value Death Benefit Rider
- ------------------------------------------------------------------------------------------------------------------------------------
 6       Premium Payment       FIXED ACCOUNT - Sub-Accounts                      VARIABLE ACCOUNT - Sub-Accounts (Funds)
         Allocation                      Guaranteed Periods                      _____%       AIM V.I. Capital Appreciation Fund
         (Allocation to any                                                      _____%       AIM V.I. Diversified Income Fund
         one % line must be    _____% 1 Year        _____% 6 Years               _____%       AIM V.I. Global Utilities Fund
         1% or more.  Use      _____% 2 Years       _____% 7 Years               _____%       AIM V.I. Government Securities Fund
         Whole percentages     _____% 3 Years       _____% 8 Years               _____%       AIM V.I. Growth Fund
         only.  Must total     _____% 4 Years       _____% 9 Years               _____%       AIM V.I. Growth and Income Fund
         100%).                _____% 5 Years       _____% 10 Years              _____%       AIM V.I. International Equity Fund
                                                                                 _____%       AIM V.I. Money Market Fund
                               _____% TOTAL of percentages allocated to Fixed    _____%       AIM V.I. Value Fund
                               Account and/or Variable Account (must equal       _____%       ________________________________
                               100%).

         (Dollar Cost          If DOLLAR COST AVERAGING is employed, an allocation must be made to the [ ] 1-year Fixed Account or 
         Averaging)            the [ ]  AIM V.I. Money Market Fund (and the % allocation must result in at least $2,000 for the 
                               1-year Fixed Account or $1,000 for the Money Market Fund.  Please complete Section 8.)
- ------------------------------------------------------------------------------------------------------------------------------------
 7       Telephone Transfer    I (We) acknowledge that neither the Company nor any person authorized by the Company will be
         Authorization         responsible for any claim, loss, liability or expense in connection with a telephone transfer if the
                               Company or such other person acted on telephone transfer instructions in good faith in reliance on
                               this authorization.

                               Check here if you DO NOT wish to authorize telephone transfer instructions.    [ ]
                               Check here if you wish to authorize owner(s) only telephone transfer.    [ ]
                               Check here if you wish to authorize your registered representative/agent to make telephone transfers.
                               [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
 8       Annuity Date          The Annuity Date (Income Payments begin on the first day of the month following the Annuity Date)
                               must be at least one month after the Date of Issue.  If no date is selected, the initial Annuity Date
                               will be the Annuitant's (older Annuitant's, if Joint Annuitant) 90th birthday (for Qualified Plans
                               Age 70 1/2).
                               Initial Annuity Date                                         
                                                    ----------------------------------------
                                                            Month                Year
====================================================================================================================================
</TABLE>




                                                                        (Page 2)

<PAGE>   2
<TABLE>
<S>                            <C>                                                <C>
====================================================================================================================================
 8       Dollar Cost           SELECT ONE TRANSFER OPTION ($100 MINIMUM PER TRANSFER):
         Averaging             Check one box: [ ] 1-year Fixed Account or [ ] Money Market Fund       
         (For Variable           [ ]  $_____________ monthly        [ ]  $_____________ quarterly
         Account only)           [ ]  Entire balance over ______ months, or
         (Follow instructions    [ ]  Entire balance in ______ quarterly transfers.
         in Section 5 before 
         completing this       Each amount transferred is to be applied to the following AIM V.I. Portfolio(s) in these percentages
         section.)             (use whole percentages only):
                               ____% AIM V.I. Capital Appreciation Fund           ____% AIM V.I. Growth and Income Fund
                               ____% AIM V.I. Diversified Fund                    ____% AIM V.I. International Equity Fund
                               ____% AIM V.I. Global Utilities Fund               ____% AIM V.I. Money Market Fund
                               ____% AIM V.I. Government Securities Fund          ____% AIM V.I. Value Fund
                               ____% AIM V.I. Growth Fund                         ____% ______________________________________
                                                            ____%  TOTAL (MUST EQUAL 100%)
- ------------------------------------------------------------------------------------------------------------------------------------
   9     Supplemental            I.     Specify below how payment is to be applied:
         Information                          [ ]           IRA and/or SEP - Please complete the following:
         For                                         (i)    Does any portion of the payment represent an IRA and/or SEP
         Qualified                                          contribution?  [ ] YES   [ ] NO
         Plans                                              If YES, specify the amount $_______________ and tax year 19____.
                                                     (ii)   I (the Owner) certify that my signature below indicates that:
                                                            (a) I have read  and  understand  the  IRA  Disclosure  Statement
                                                            which has been  provided;  and
                                                            (b) if I am opening this IRA with a distribution from an employer-
                                                            sponsored retirement plan, such distribution is a qualified
                                                            distribution as defined in the Internal Revenue Code and Treasury
                                                            Regulations, the distribution qualifies for rollover treatment,
                                                            and I irrevocably elect to treat this distribution as a rollover
                                                            contribution.
                                              [ ]           Tax Sheltered Annuity (403(b)) - Please complete the following:
                                                     (i)    EMPLOYEE - I (the Owner) certify that my signature below indicates
                                                            --------                                                          
                                                            that:
                                                            (a) I acknowledge and understand that redemptions are restricted
                                                            to the following events; death, attainment of age 59 1/2,
                                                            separation from service, disability, or financial hardship, except
                                                            that income attributable to elective contributions may not be
                                                            distributed in the case of hardship; and (b) I have been informed
                                                            of and understand the investment alternatives available under my
                                                            employers 403(b) arrangement to which I may elect to transfer my
                                                            contract value.
                                                     (ii)   Please complete for ongoing contributions only:  EMPLOYER - I (as
                                                            employer of the employee) represent that a salary reduction
                                                            agreement is currently in place between the sponsoring
                                                            organization/employer and the
                                                            employee.____________________________ (Employer's Signature)
                                              [ ]           Pension Plan (Specify plan year-end date ____/____/____)
                                              [ ]           Profit Sharing Plan (Specify plan year-end date ____/____/____)
                                              [ ]           Other  ________________________
                           II.          Specify below the type of plan from which the distribution was made:
                                              [ ] IRA                            [ ] Pension Plan
                                              [ ] Tax Sheltered Annuity (403(b))        [ ] Profit Sharing Plan (including 401(k))
                                              [ ] Other     ________________________
- ------------------------------------------------------------------------------------------------------------------------------------
  10     Replacement     Will the contract replace one or more existing annuity or life insurance contracts?    [ ] YES   [ ] NO
                         If YES, please provide company name, policy number and amount in Special Remarks section and for Non-
                         Qualified plans, complete the following:

                                              Indicate cost basis:                 COST BASIS           GAIN
                                                                                   ----------           ----

                                              PRE-TEFRA (prior to 8/13/82)       
                                                                                 ----------------    --------------     
                                              POST-TEFRA (on or after 8/13/82)                                                
                                                                                 ----------------    --------------     
- ------------------------------------------------------------------------------------------------------------------------------------
  11     Special
         Remarks
- ------------------------------------------------------------------------------------------------------------------------------------
  12     Home Office
         Changes or
         Corrections
- ------------------------------------------------------------------------------------------------------------------------------------
  13     Signature(s)    I(We) hereby certify that the answers to the above questions are true and correct to the best of
                         my(our) knowledge and belief and agree that this application will be made a part of any contract
                         issued by the Company.  ALL PAYMENTS AND VALUES BASED ON THE FIXED ACCOUNT ARE SUBJECT TO A MARKET
                         VALUE ADJUSTMENT FORMULA THAT MAY INCREASE OR DECREASE THE VALUE OF ANY PARTIAL OR FULL SURRENDER MADE
                         PRIOR TO THE END OF A GUARANTEED PERIOD.  ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT WHEN BASED
                         ON THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR
                         AMOUNT.  I(We) acknowledge receipt of a current prospectus and the AIM/CIGNA Heritage Variable Annuity
                         Prospectus.  Please check here  [ ]  if you wish to receive a copy of the Statement of Additional
                         Information which supplements the information in the AIM/CIGNA Heritage Variable Annuity Prospectus.
                         Under penalties of perjury, I (the Owner) certify that the above Social Security and Taxpayer
                         Identification numbers are correct and that I am of legal age to enter into this agreement.
                         Signed at (City and State) ___________________________________________     On _____/_____/_____
                                                                                                        Mo    Day    Year
                         ----------------------------------------------------------------------                             
                                                             Signature(s) of Owner (s)
- ------------------------------------------------------------------------------------------------------------------------------------
  14 Certification/            The Registered Representative hereby certifies that the contract  [ ] IS  [ ] IS NOT  intended to
     Report by                 replace or change any existing annuity or life insurance.
     Registered     
                               Print Name                                            Signature                                   
   Representative                          -------------------------------------               ----------------------------------
     /Witness                  SS#                                                   Telephone                                   
                                     -------------------------------------------              -----------------------------------
                               Rep. Code/Percentage               /              %   Field Office Code                           
                                                     ----------------------------                       -------------------------
                                           -----------------------------------------------------------------------------
                               Print Name                                            Signature                                   
                                           -------------------------------------               ----------------------------------
                               SS#                                                   Telephone                                   
                                     -------------------------------------------              -----------------------------------
                               Rep. Code/Percentage               /              %   Field Office Code                           
                                                     ----------------------------                       -------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
  15 Broker/Dealer             Print Name                                            Telephone                          
     Information                             --------------------------------------           -----------------------------------
                                                                                     Broker Code                                  
                                             --------------------------------------              --------------------------------
                               Address                                               Field Office Code                  
                                             --------------------------------------                    --------------------------

                               Registered Representative Election (If no choice is elected, the company will default to an
                               option picked by a broker/dealer.)
                               A,            B,                    C             Other_______________________
====================================================================================================================================
</TABLE>


                                                                        (Page 2)


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