CHUBB SEPARATE ACCOUNT C
485APOS, 1996-02-28
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<PAGE>
       
  As filed with the Securities and Exchange Commission on February 28, 1996     
                                                               FILE NO. 33-72830



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             
                         POST-EFFECTIVE AMENDMENT NO. 2     
                                       TO
                                    FORM S-6

                   FOR REGISTRATION UNDER THE SECURITIES ACT
                   OF 1933 OF SECURITIES OF UNIT INVESTMENT
                       TRUSTS REGISTERED ON FORM N-8B-2

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

A.   Exact name of trust:
                           CHUBB SEPARATE ACCOUNT C
B.   Name of depositor:
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA
C.   Complete address of depositor's principal executive offices:
                               One Granite Place
                               Concord, NH 03301
D.   Name and complete address of agent for service:
                               
                           Ronald R. Angarella     
                                   President
                         Chubb Securities Corporation
                               One Granite Place
                               Concord, NH 03301

                                  Copies to:
                                 
                             Charlene Grant, Esq.      
                             Chubb Life Insurance
                              Company of America
                               One Granite Place
                               Concord, NH 03301


                              Joan E. Boros, Esq.
                             Katten Muchin & Zavis
                      1025 Thomas Jefferson Street, N.W.
                             East Lobby, Suite 700
                            Washington, D.C. 20007

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

It is proposed that this filing will become effective (check appropriate box)

 . immediately upon filing pursuant to paragraph (b)

 . on May 1, 1996 pursuant to paragraph (b) 

 . 60 days after filing pursuant to paragraph (a)(i)
    
 . on May 1, 1996 pursuant to paragraph (a)(i) of rule (485)      

 . this post-effective amendment designates a
  new effective date for a previously filed post-effective amendment."

E.   Title and amount of securities being registered:
Units of Interest in the Separate Account under Individual and Survivorship
Flexible Premium Variable Life Insurance Policies.

F.   Proposed maximum offering price to the public of the securities being
registered:
Registration of Indefinite Amount of Securities under the Securities Act of 1933
pursuant to Rule 24f-2 under the Investment Company Act of 1940.

G.   Amount of filing fee:
    
An indefinite amount of the Registrant's securities has been registered pursuant
to a declaration, under Rule 24f-2 under the Investment Company Act of 1940, set
out in the Form S-6 Registration Statement. Registrant filed a Rule 24f-2 Notice
for the fiscal year ending December 31, 1995 on February 27, 1996.     

H.   Approximate date of proposed public offering:
As soon as practicable after the effective date.

          Registrant elects to be governed by Rule 6e-3(T)(b)(13)(i)(B) under
the Investment Company Act of 1940, with respect to the policies described in
the Prospectus.


<PAGE>
                    Chubb Life Insurance Company of America
                               One Granite Place
                          Concord, New Hampshire 03301
                                 (603) 226-5000

          This Prospectus describes two forms of a flexible premium variable
life insurance policy issued by Chubb Life Insurance Company of America ("Chubb
Life"): an individual flexible premium variable life insurance policy form
("Chubb Heritage I") and a survivorship flexible premium variable life
insurance policy form ("Chubb Heritage II") (collectively the "Policy" or
"Policies"). The Policies are designed to provide a Policyowner with both
lifetime insurance protection and maximum flexibility in connection with premium
payments and death benefits, together with the opportunity to participate in the
investment experience of Chubb Separate Account C ("Separate Account C").
Although each Policy contains a schedule of intended premium payments ("Planned
Periodic Premiums"), and an intended frequency of premium payments ("Premium
Frequency"), a Policyowner may, subject to certain restrictions, vary the
frequency and amount of the premium payments and increase or decrease the level
of life insurance benefits payable under the Policy. The flexibility allows a
Policyowner to provide for changing insurance needs within the framework of a
single insurance policy. Unlike traditional insurance protection providing fixed
benefits, the Policyowner participates in the investment experience of Separate
Account C. Accumulation Value under the Policies will increase with positive
investment experience and decrease with negative investment experience.
Accumulation Value in Separate Account C is not guaranteed and could decline to
zero.

          Chubb Heritage I provides life insurance coverage on one Insured, with
the Death Benefit payable at the Insured's death. Chubb Heritage II provides
life insurance coverage on two Insureds, with the Death Benefit payable upon the
death of the last surviving Insured. If Net Premiums are allocated to Separate
Account C, the amount of the Death Benefit may reflect the investment experience
of the chosen Divisions, as well as the frequency and amount of premiums, any
withdrawals of Cash Value ("withdrawal"), and the charges assessed in
connection with the Policy. As long as the Policy remains in force, the Death
Benefit will not be less than the current Specified Amount of the Policy,
reduced by any outstanding indebtedness and any due and unpaid fees and charges.
The minimum initial Specified Amount is $500,000 for Chubb Heritage I and
$2,000,000 for Chubb Heritage II. After a withdrawal, the Specified Amount may
not be reduced to less than $250,000 for Chubb Heritage I and $500,000 for Chubb
Heritage II Policy.
    
          The Death Benefit is payable under two options.  The Policyowner will
make two elections to determine the Death Benefit under the Policy.  First, the
Policyowner will choose one of two Death Benefit options offered under the
Policy.  Second, the Policyowner will choose the Death Benefit qualification
test, which is the method for qualifying the Policy as a life insurance contract
for purposes of Federal tax law.  In general, under Death Benefit Option I, the
Death Benefit payable under the Policy is equal to the current Specified Amount;
under Death Benefit Option II, the Death Benefit equals the current Specified
Amount plus the Accumulation Value of the Policy on the date of death. The
Policy will also increase the Death Benefit if necessary to ensure that the
Policy will continue to qualify as life insurance under Federal tax laws.  The
Policyowner may not change the Death Benefit qualification test once selected
but may, subject to certain restrictions, change from one death benefit option
to the other after the Policy has been issued.     
    
          The initial premium payment must be sufficient to keep the Policy in
force for at least three months.  If a Policyowner chooses the Guaranteed Death
Benefit Rider, the Death Benefit will be guaranteed to never be less than the
Specified Amount, provided that a cumulative minimum premium requirement is met.
No premium payment may be less than $500.      
         
          The Policy will remain in force so long as Cash Value exceeds
indebtedness and Cash Value less indebtedness is sufficient to pay certain
monthly charges imposed in connection with the Policy. The Cash Value equals the
Accumulation Value less any Surrender Charge. Accumulation Value in Separate
Account C will reflect the investment experience of the chosen Divisions, the
amount and frequency of premium payments, any withdrawals, and charges imposed
in connection with the Policy. Adherence to the schedule of Planned Periodic
Premiums will not assure the Policy will remain in force. The Policyowner bears
the entire investment risk for all amounts allocated to Separate Account C; no
minimum Accumulation Value is guaranteed and the Accumulation Value could
decline to zero. So long as Cash Value exceeds indebtedness and subject to
certain conditions described in this Prospectus, a Policyowner may obtain policy
loans at any time after the first policy anniversary and may make withdrawals at
any time. Both withdrawals and policy loans must be made prior to the Policy's
Maturity Date.

          The Policyowner may allocate Net Premiums to one or more of the
Divisions or to Chubb Life's General Account on the Allocation Date. Each
Division will invest solely in a corresponding portfolio (a "Portfolio") of
Chubb Series Trust (the "Trust"). Prior to the Allocation Date the Net
Premiums paid will be deposited in Chubb Life's General Account. There is a
"free look" period during which the Policyowner may cancel the Policy. If the
Policyowner elects during this "free look" period
<PAGE>
 
to cancel the Policy, Chubb Life will reimburse, within seven days from the date
the Policy is surrendered to Chubb Life, the full amount of premium paid. The
accompanying Prospectus for the Trust and the Statement of Additional
Information, available on request, describe the investment objectives and risks
of the five Portfolios of the Trust. The Policies described in this Prospectus
are not available in all states.

          Chubb Life believes the Policy will in general receive favorable tax
treatment under the Internal Revenue Code of 1986 ("the Code"). However,
because there are issues as to which the law is developing or changing, there
can be no guarantees. Information in this Prospectus is not intended as tax
advice and Chubb Life recommends that prospective purchasers rely only on the
advice of a qualified tax adviser. Prospective purchasers of this Policy are
advised that replacement of existing insurance coverage may not be financially
advantageous and should consult with their financial advisers with respect to
the Policy. It may also not be advantageous to purchase this Policy if the
prospective purchaser already owns a flexible premium variable life insurance
policy.

          This Prospectus generally describes only the portion of the Policy
involving Separate Account C. For a brief summary of Chubb Life's General
Account, see "THE GENERAL ACCOUNT."

                This Prospectus Is Valid Only If Accompanied Or
                      Preceded By A Current Prospectus For
                               Chubb Series Trust

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES DIVISION, NOR HAS THE COMMISSION OR
ANY STATE SECURITIES DIVISION, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


   Please Read This Prospectus Carefully and Retain It For Future Reference.
                       
                   The Date of This Prospectus is May 1, 1996      
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                    Page
                                                                    ----
<S>                                                                 <C>
DEFINITIONS.......................................................     3

SUMMARY...........................................................     4

CHUBB LIFE INSURANCE COMPANY OF
 AMERICA..........................................................     9

CHUBB SEPARATE ACCOUNT C..........................................     9

    Divisions.....................................................     9

CHUBB SERIES TRUST................................................     9

THE POLICIES......................................................    11

    General.......................................................    11

    Payment of Premiums...........................................    11

    Guaranteed Death Benefit Premiums.............................    11

    Premium Limitations...........................................    11

    Allocation of Premiums........................................    12

    Transfers.....................................................    12

    Telephone Transfers, Loans and
      Reallocations...............................................    13    
 
    Policy Lapse..................................................    14

    Reinstatement.................................................    14

    Policy "Free Look"............................................    14

CHARGES AND DEDUCTIONS............................................    14
 
    Premium Charges...............................................    14
 
 
</TABLE>
<PAGE>
 
<TABLE>

<S>                                                                 <C>   
    Monthly Deduction...............................................  15

    Risk Charge.....................................................  16

    Surrender Charge................................................  16

    Administrative Fees.............................................  16

    Other Charges...................................................  16

POLICY BENEFITS AND RIGHTS..........................................  16

    Death Benefits..................................................  16

    Guaranteed Death Benefit........................................  18

    Combined Requests...............................................  18

    Maturity of the Policy..........................................  18

    Optional Insurance Benefits.....................................  18

    Settlement Options..............................................  19

CALCULATION OF ACCUMULATION
    VALUE...........................................................  19

    Unit Values.....................................................  20

    Net Investment Factor...........................................  20

CASH VALUE BENEFITS.................................................  21

    Surrender Privileges............................................  21

    Policy Loans....................................................  21
<CAPTION>
                                                                    Page
                                                                    ----
<S>                                                                 <C>   
OTHER MATTERS.......................................................  23

    Voting Rights...................................................  23

    Additions, Deletions or Substitutions of
      Investments...................................................  23


</TABLE>
<PAGE>
 
<TABLE>

<S>                                                                 <C>
    Annual Report...................................................  23

    Confirmation....................................................  23

    Limitation on Right to Contest..................................  24

    Misstatements...................................................  24

    Suicide.........................................................  24

    Beneficiaries...................................................  24

    Postponement of Payments........................................  24

    Assignment......................................................  24

    Illustration of Benefits and Values.............................  24

    Non-Participating Policy........................................  24

THE GENERAL ACCOUNT.................................................  25

    General Description.............................................  25

    General Account Accumulation Value..............................  25

    Determination of Charges........................................  25

    Premium Deposit Fund............................................  25

DISTRIBUTION OF THE POLICY..........................................  26

    Group or Sponsored Arrangements.................................  26

MANAGEMENT OF CHUBB LIFE............................................  27

    Executive Officers and Directors of Chubb
      Life..........................................................  27

    Executive Officers (Other Than Directors).......................  28

STATE REGULATION OF CHUBB LIFE......................................  29


</TABLE>
<PAGE>
 
<TABLE>
<S>                                                                 <C>
FEDERAL TAX MATTERS.................................................  29

    Tax Considerations..............................................  29

    Policy Proceeds.................................................  29

    Charge for Chubb Life Income Taxes..............................  32

EMPLOYEE BENEFIT PLANS..............................................  32

LEGAL PROCEEDINGS...................................................  32

EXPERTS.............................................................  32

REGISTRATION STATEMENT..............................................  32

FINANCIAL STATEMENTS................................................  33

ILLUSTRATIONS.......................................................A-1
</TABLE>

          [THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. CHUBB LIFE DOES NOT AUTHORIZE
ANY INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS, THE PROSPECTUS OF THE
TRUST OR THE STATEMENT OF ADDITIONAL INFORMATION OF THE TRUST.]

<PAGE>
                                  DEFINITIONS

          In addition to terms which are defined elsewhere in this Prospectus,
the following words and phrases shall have the indicated meanings:

          Accumulation Value--The total amount that a Policy provides for
investment at any time plus the amount held as collateral for Policy Debt.

          Age--The Insured's age at his or her nearest birthday.

          Allocation Date--The date when the initial premium is placed in the
Divisions and the General Account in accordance with the Policyowner's
allocation instructions in the application. The Allocation Date is 20 days from
the date the Policy is issued.

          Attained Age--The age of the Insured at the last policy anniversary.

          Beneficiary--The person designated by the Policyowner in the
application to receive the Death Benefit proceeds. If changed, the Beneficiary
is as shown in the latest change filed with Chubb Life. If no Beneficiary
survives the Insured, the Policyowner or the Policyowner's estate will be the
Beneficiary. The interest of any Beneficiary is subject to that of any assignee.

          Cash Value--The Accumulation Value less any applicable Surrender
Charge. This amount less the amount of Policy Debt is payable to the Policyowner
on the earlier of surrender of the Policy or the Maturity Date.
 
          Date of Receipt--Any business day of Chubb Life prior to 4:00 P.M.
Eastern time, on which a notice or premium payment is received at Chubb Life's
service center or home office.

          Death Benefit--The amount, less the amount of Policy Debt, which is
payable to the Beneficiary under the Policy upon the death of the Insured under
Chubb Heritage I and the death of the last surviving Insured under Chubb
Heritage II.

          Division--A separate division of Separate Account C which invests
exclusively in the shares of a specified Portfolio of the Trust.

          General Account--The assets of Chubb Life other than those allocated
to Separate Account C or any other separate account.

          Insured(s)--The person(s) upon whose life the Policy is issued.

          Issue Age--The Insured's age at his or her nearest birthday on the
Policy Date.

          Joint Equal Age--On Chubb Heritage II, this will be calculated
pursuant to a formula which converts the specific age, gender and underwriting
classifications of the two Insureds into one age. The Joint Equal Age is used in
determining issue age limitations, minimum premiums and guaranteed death benefit
premiums.

          Loan Value--Generally, 90% of a Policy's Cash Value on the date of a
loan.

          Maturity Date--Unless otherwise specified, the Maturity Date will be
the policy anniversary nearest to the Insured's 100th birthday for Chubb
Heritage I and the younger Insured's 100th birthday for Chubb Heritage II.

          Monthly Anniversary Date--The same day in each month as the Policy
Date.

          Net Premium--The gross premium less a 2.5% state premium tax charge, a
1.25% Federal deferred acquisition cost tax charge and a 3% sales charge.

          Owner (Policyowner)--The person or entity so designated in the
application or as subsequently changed.

          Policy Date--The date set forth in the Policy, which is the date
requested by the Owner. If no date is requested, it is the date the Policy is
issued. The Policy Date is the date from which policy years, policy months, and
policy anniversaries will be determined. If the Policy Date should fall on the
29th, 30th, or 31st of a month, the Policy Date will be the 1st of the following
month.

          Policy Debt--The sum of all unpaid policy loans and accrued interest
thereon.

          Portfolio--A separate investment Portfolio of the Trust.

          Proof of Death--One or more of the following:

          (a) A copy of a certified death certificate.

          (b) A copy of a certified decree of a court of competent jurisdiction
              as to the finding of death.

          (c) A written statement by a medical doctor who attended the Insured.

          (d) Any other proof satisfactory to Chubb Life.
<PAGE>
 
          Separate Account C--Chubb Separate Account C, a separate investment
account created by Chubb Life to receive and invest Net Premiums paid under the
Policy and other flexible premium variable life insurance policies offered by
Chubb Life.

          Specified Amount--The face amount of the Policy which is the minimum
death benefit payable under the Policy.


          Surrender Charge--A sales charge assessed only upon surrender or
withdrawal.

          Trust--Chubb Series Trust, a series mutual fund.

          Valuation Date--Each day, as of the close of regular trading on the
New York Stock Exchange, which is currently 4:00 P.M. Eastern time, or any other
days as may be required.

          Valuation Period--The period between two successive Valuation Dates,
commencing at the close of regular trading on the New York Stock Exchange on
each Valuation Date and ending at the close of regular trading on the New York
Stock Exchange on the next succeeding Valuation Date.

<PAGE>

                                    SUMMARY

          The discussion in this Prospectus assumes that there is no policy loan
outstanding and that state variations will be covered by prospectus supplement
or policy endorsement, as appropriate. The terms under which the Policies are
issued may also vary from those described in this Prospectus based on particular
circumstances. The description of the Policies in this Prospectus is subject to
the terms of the Policy purchased by a Policyowner and any supplement or
endorsement to it. An applicant may review a copy of the Policy and any
supplement or endorsement to it on request.


What are the variable life Policies being offered?

          This Prospectus describes two forms of a flexible premium variable
life insurance policy issued by Chubb Life Insurance Company of America ("Chubb
Life"). Chubb Heritage I provides life insurance coverage on one Insured, with
the Death Benefit payable upon the death of such Insured. Chubb Heritage II
provides life insurance coverage on two Insureds, with a Death Benefit payable
only when the last surviving Insured dies. The Policyowner may, subject to
certain limitations, make premium payments in any amount at any frequency. The
Policies are life insurance contracts with death benefits, cash values, and
other features traditionally associated with life insurance. They are called
"flexible premium" because, unlike many insurance contracts, there are no
fixed schedules for premium payments, although each Policyowner may establish a
schedule of premium payments ("Planned Periodic Premiums"). This flexibility
permits a Policyowner to provide for evolving insurance needs within a single
insurance product. The minimum initial Specified Amount is $500,000 for Chubb
Heritage I and $2,000,000 for Chubb Heritage II. A Policyowner may increase or
decrease coverage. Increasing coverage under the Policy, rather than purchasing
another policy, may save additional administrative costs. Increasing coverage
under the Policy or purchasing another policy may require new evidence of
insurability. Increasing or decreasing coverage may have certain tax
consequences. See "FEDERAL TAX MATTERS".

          The Policies generally work as follows: a Policyowner periodically
pays a premium to Chubb Life. Chubb Life subtracts an amount for state premium
taxes, the Federal deferred acquisition cost tax charge and the sales charge
from each premium. Chubb Life then places the Net Premium into one or more of
the five Divisions and/or Chubb Life's General Account as directed by the
Policyowner. Each Division invests its assets in a corresponding Portfolio of
the Trust. During the year, Chubb Life takes charges from each Division and
credits or charges each Division with its respective investment experience. The
cost of insurance charge, which is deducted from each Policy's Accumulation
Value, varies monthly based on the sex, Issue Age, policy year, rating class of
the Insured(s), Specified Amount of the Policy, Death Benefit option and
applicable corridor percentage. A policyowner will incur a Surrender Charge for
a surrender or withdrawal during the first five policy years. See "CHARGES AND
DEDUCTIONS--Surrender Charge".
    
          The Death Benefit is payable under two options. The Policyowner will
make two elections to determine the Death Benefit under the Policy.  First, the
Policyowner will choose one of two Death Benefit options offered under the
Policy.  Second, the Policyowner will choose the Death Benefit qualification
test, which is the method for qualifying the Policy as a life insurance contract
for purposes of Federal tax law.  In general, under Death Benefit Option I, the
Death Benefit payable under the Policy is equal to the current Specified Amount;
under Death Benefit Option II, the Death Benefit is equal to the Specified
Amount plus the Accumulation Value of the Policy on the date of death. The
Policy will also increase the Death Benefit if necessary to ensure that the
Policy will continue to qualify as life insurance under Federal tax laws.  The
Policyowner may not change the Death Benefit qualification test once selected
but may, subject to certain restrictions, change from Death Benefit Option I to
Option II, and vice versa, after the Policy has been issued.  Prospective
Policyowners should be aware that there is no guarantee of Accumulation Value in
Separate Account C. See "POLICY BENEFITS AND RIGHTS--Death Benefits".      

          All persons insured must meet specified age limits and certain health
and other standards called "Underwriting Standards". The smoking status of the
Insureds is generally reflected in the cost of insurance rates. However, for
Chubb Heritage I, distinctions between smokers and nonsmokers are only made for
Insureds age 15 and over. Policies issued in certain jurisdictions will not
directly reflect the sexes of the Insureds in either the premium rates or the
charges and values under the Policy.


What is the amount of the Premiums?

          Premiums are flexible and the Policyowner may choose the amount and
frequency of premium payments provided each premium is at least $500. Chubb Life
reserves the right to limit the amount of any increase in premium payment.

    
          The first premium is due on the Policy Date. The amount of the first
premium must be sufficient to keep the policy in force for three months.
Premiums are paid in advance, generally one year at a time; however, Chubb Life
permits semi-annual, quarterly and monthly premium payments. Changes in Premium
Frequency and increases or decreases in the amount of Planned Periodic Premiums
may be made by the Policyowner. Chubb Life will notify Policyowners annually if
any premiums would cause their Policies to be deemed to be modified endowment
contracts and allow for a refund of the excess premium. See "FEDERAL TAX
MATTERS --Policy Proceeds".      

          Failure to pay premiums in accordance with the schedule of Planned
Periodic Premiums will not automatically cause the Policy to lapse. Unless the
Guaranteed Death Benefit Rider is in force and the conditions under the Rider
satisfied, it will lapse when the Cash Value less outstanding Policy Debt is
insufficient to pay the monthly deduction for certain charges ("monthly
deduction") and a grace period expires without a sufficient payment by the
Policyowner. Conversely, payment of premiums in accordance with the schedule of
Planned Periodic Premiums does not necessarily mean that the Policy will remain
in force. See "THE POLICIES--Policy Lapse".

          The Guaranteed Death Benefit Rider guarantees that the Death Benefit
will never be less than the Specified Amount provided that a cumulative minimum
premium requirement is met.


What is Chubb Separate Account C?

          Separate Account C is a separate account established by Chubb Life
pursuant to the insurance laws of the State
<PAGE>
 
of New Hampshire and organized as a registered unit investment trust under the
Investment Company Act of 1940 (the "1940 Act"). Such registration does not
involve any supervision by the Securities and Exchange Commission (the
"Commission") of the management or investment practices or policies of
Separate Account C. Separate Account C is presently comprised of five Divisions,
each of which buys shares at net asset value of the corresponding portfolio (a
"Portfolio") of Chubb Series Trust (the "Trust").


What is Chubb Series Trust?

          The Trust is registered as an open-end diversified management company
under the 1940 Act. Its shares are offered only to the Divisions, whether now in
existence or to be established by Chubb Life. The Trust's shares may also be
offered to other separate accounts which may be established by Chubb Life or its
affiliated insurance companies to fund variable life insurance policies and
variable annuity contracts.

          The Trust presently has five classes of shares, each representing a
Portfolio having a specific investment objective. The present Portfolios of the
Trust are the Resolute Treasury Money Market Portfolio, the Resolute Bond
Portfolio, the Resolute Equity Portfolio, the Resolute Small Company Portfolio
and the Resolute International Equity Portfolio.

          The investment manager to the Trust is Chubb Investment Advisory
Corporation ("Chubb Investment Advisory"), a subsidiary of Chubb Life. Chubb
Investment receives fees from the Trust for providing investment management
services. The fees range from .40 percent to .80 percent of average daily net
assets of the Portfolios. Morgan Guaranty Trust Company of New York ("Morgan")
provides sub-investment advisory services to the Trust. Morgan receives an
annual percentage fee from Chubb Investment for its services which in no way
increases the costs borne by the Trust, Separate Account C or the Policyowner.
See "CHUBB SERIES TRUST".


What are the charges made by Chubb Life?

          State Premium Tax Charge and Federal DAC Tax Charge.   These charges
are deducted from each premium payment, currently 2.5% for state premium taxes
and 1.25% as a Federal deferred acquisition cost ("DAC") tax charge.

          Sales Charge.   A 3% sales charge is deducted from each premium
payment. Also see below "Surrender or Withdrawal Charges".

          Cost of Insurance Charge. This charge is calculated on each Monthly
Anniversary Date and deducted from each Policy's Accumulation Value. The charge
is based on the sex, Issue Age, policy year, rating class of the Insured(s),
Specified Amount, Death Benefit option and applicable corridor percentage.
Monthly cost of insurance rates will be determined by Chubb Life based upon its
expectations as to future mortality experience. Cost of insurance rates are
guaranteed not to exceed or be increased above the maximum charge based upon the
Commissioner's 1980 Standard Ordinary Mortality Table.

          Charge for Mortality and Expense Risks.   This charge is imposed daily
at an annual rate of .65% on the assets of each Division. Chubb Life will
realize income from this charge to the extent it is not needed to provide
benefits and pay expenses under the Policies.

          Surrender or Withdrawal Charges.   This sales charge is imposed at the
time of surrender or withdrawal during the first five policy years. It declines
annually from 5% to 0% of premiums paid in the first policy year.
<PAGE>
 
          Administrative Charge for Withdrawal or Transfer.   Chubb Life charges
$100 for each withdrawal and for certain transfers between Divisions or between
the Divisions and the General Account. See "THE POLICIES--Transfers" for a
description of situations in which the transfer charge will be imposed.

          Guaranteed Death Benefit Charge.   If the Guaranteed Death Benefit
Rider is added to the Policy, a monthly charge of $.01 per $1,000 of Specified
Amount will be deducted each month from the Accumulation Value of the Policy.

          Charge for Optional Rider Benefits.   An additional charge is required
if the Policyowner elects to purchase certain optional insurance benefits by
rider. Charges are deducted monthly from a Policy's Accumulation Value. See
"POLICY BENEFITS AND RIGHTS--Optional Insurance Benefits".

          See "CHARGES AND EXPENSES" for a fuller description of charges under
the Policies.


Is there a charge against Separate Account C for Federal income tax?

          Currently no charge is made against any Division for Federal income
taxes. However, if Chubb Life incurs, or expects to incur, income taxes
attributable to any Division of this class of Policies in future years, it
reserves the right to make a charge. See the discussion of the Federal DAC tax
charge under "CHARGES AND DEDUCTIONS--Premium Charges".


How are amounts allocated to each Division or the General Account?

          The Policyowner indicates in the application the allocation of Net
Premium payments among the Divisions and the General Account. The initial Net
Premium is allocated on the Allocation Date and Net Premiums received after the
Allocation Date are allocated generally on the Date of Receipt. The minimum
percentage of any Net Premium payment allocated to any Division or the General
Account is 1%. The Policyowner may change his or her allocation of future
premium payments by written notice to Chubb Life or by telephone, if the proper
telephone authorization is on file, without payment of any fee or penalty.


What is the relationship between the premium and the amount allocated to the
Divisions?

          The initial Net Premium is allocated by Chubb Life on the Allocation
Date among the Divisions and the General Account as directed by the Policyowner.
Prior to the Allocation Date the initial Net Premium is held in Chubb Life's
General Account. The initial Net Premium is the initial gross premium, plus any
additional premium paid prior to the Allocation Date, less the state premium tax
charge, the Federal DAC tax charge and the sales charge. These charges also
apply to subsequent premium payments.


What commissions are paid to agents?

          The Policies are sold by agents who represent Chubb Life and are
registered representatives of Chubb Securities Corporation or other registered
broker-dealers. Commissions payable to agents are described under "DISTRIBUTION
OF THE POLICY".


What is the Death Benefit?

          The Death Benefit under Chubb Heritage I is the amount payable to the
named Beneficiary when the person
<PAGE>
 
insured under the Policy dies. The Death Benefit under Chubb Heritage II is the
amount payable to the named Beneficiary when the last surviving Insured dies.
The Death Benefit proceeds will equal the Death Benefit of the Policy, plus any
additional rider benefits included and then due, minus any outstanding Policy
Debt or unpaid cost of insurance charges or charges for riders.

          Under Option I, the Death Benefit will be equal to the greater of the
Specified Amount or the Accumulation Value of the Policy on the date of death
multiplied by the corridor percentage. Under Option II, the Death Benefit is
equal to the Specified Amount plus the Accumulation Value of the Policy on the
date of death; provided, however, that under Option II, the Death Benefit can
never be less than the Accumulation Value on the date of death multiplied by the
corridor percentage. See "POLICY BENEFITS AND RIGHTS--Death Benefits". Under
the Guaranteed Death Benefit Rider the Death Benefit is guaranteed to never be
less than the Specified Amount provided that a cumulative minimum premium
requirement is met.


How does the Accumulation Value of a Policy vary in relation to the Divisions'
investment experience?

          The Policy provides for Accumulation Value equal to the total of the
Policy's Accumulation Value in the Divisions and Accumulation Value in the
General Account. The Policy's Accumulation Value will reflect the amount and
frequency of premium payments, the investment experience of the Divisions, the
value of Net Premiums (Net Premiums plus credited interest), if any, allocated
to the General Account, policy loans, any withdrawals, and any charges imposed
in connection with the Policy. There is no minimum guaranteed Accumulation
Value.


What is the loan provision and how does a loan affect the Death Benefit,
Accumulation Value and Cash Value?

          After the first policy anniversary, a Policyowner may borrow against
the Cash Value of his or her Policy. Generally, the maximum loan amount is 90%
of the Cash Value of the Policy on the date of the loan. Loan interest is
payable at the end of each policy year and all Policy Debt outstanding will be
deducted from proceeds payable at the Insured's death for Chubb Heritage I and
at the death of the last surviving Insured for Chubb Heritage II, upon maturity,
or upon surrender.

          When a policy loan is made, a portion of the Policy's Accumulation
Value sufficient to secure the loan will be transferred to the General Account.
A policy loan removes the proceeds from the investment experience of Separate
Account C which will have a permanent effect on the Accumulation Value, the Cash
Value and the Death Benefit even if the loan is repaid.

          There are two types of loans available. See "CASH VALUE BENEFITS--
Policy Loans" for a description of the two types of loans and their applicable
interest rates.


Is there a short-term cancellation right?

          The Policyowner has the limited right to return a Policy for
cancellation and full refund of all premiums paid. Chubb Life will cancel the
Policy if it is returned by mail or personal delivery to Chubb Life, or to the
agent who sold the Policy, within 20 days after the delivery of the Policy to
the Policyowner. Chubb Life will return to the Policyowner, within seven days,
all payments received on the Policy.



<PAGE>

    
What transfers is a Policyowner allowed?      
 
          A Policyowner may transfer Accumulation Value among the Divisions and
among the Divisions and the General Account. However, transfers out of the
General Account are subject to restrictions. Chubb Life currently permits up to
24 transfers per policy year, twelve of which will not incur a transfer charge.
See "THE POLICIES--Transfers" for a more complete description of the terms and
conditions of the transfer privileges under the Policies.


Are the benefits under the Policies subject to Federal income tax?

          Under current interpretations of the tax laws, all Death Benefits paid
under the Policies will generally be fully excludable from the gross income of
the Beneficiary for Federal income tax purposes. Treasury regulations require
that investments underlying the Policies be adequately diversified. Chubb Life
believes it is presently in compliance with the regulations and intends to
remain in compliance with such regulations and other Federal tax law
requirements.


          If a Policyowner elects to make certain transactions, including a
withdrawal, surrender or exchange of the Policy, the Policyowner may be taxed on
a portion of any amounts paid to the Policyowner (which may include any prior
policy loans cancelled in the transaction). Also, if premiums paid by a
Policyowner exceed certain limits and the Policy is deemed a modified endowment
contract, then any pre-death distributions, including loans, surrenders and
partial withdrawals, may be treated as income taxable to the Policyowner and may
also cause the Policyowner to incur a penalty tax of 10%. Policyowners are
advised to consult with their own tax advisers with regard to the tax
consequences of the Policy. See "FEDERAL TAX MATTERS".



<PAGE>

                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

          Chubb Life is a stock life insurance company originally chartered in
Tennessee and redomesticated to the State of New Hampshire in 1991. It has been
continuously engaged in the insurance business since 1903. It is licensed to do
life insurance business in forty-nine states of the United States, Puerto Rico,
the U.S. Virgin Islands, Guam and in the District of Columbia. Chubb Life is a
wholly-owned subsidiary of The Chubb Corporation, a New Jersey corporation. The
principal offices of The Chubb Corporation are located at 15 Mountain View Road,
Warren, New Jersey. Its telephone number is 908/903-2000. Chubb Life's home
office is located at One Granite Place, Concord, New Hampshire 03301, telephone
number 603/226-5000.

          Chubb Life and its subsidiaries had total assets, at December 31,
1995, of $4,275,365,000 and had over $66 billion of insurance in force, while
total assets of The Chubb Corporation and its subsidiaries (including Chubb
Life), as of the same date, were $22,996,525,000.
    
          Chubb Life writes individual insurance. It is subject to
New Hampshire law governing insurance, and is regulated and supervised by the
New Hampshire Insurance Commissioner. Chubb Life is currently rated AAA
(Superior) by Standard & Poors's Corporation and A+ (Superior) by A.M. Best and
Company. These ratings do not apply to Separate Account C, but reflect the
opinion of the rating company as to Chubb Life's ability to meet its contractual
obligations to its policyowners and its relative financial strength. Even though
assets in Separate Account C are held separately from Chubb Life's other assets,
ratings of Chubb Life may still be relevant to Policyowners since not all of
Chubb Life's contractual obligations relate to payments based on those
segregated assets.      


                            CHUBB SEPARATE ACCOUNT C

 
          Separate Account C is a separate account of Chubb Life established
under New Hampshire law on August 4, 1993. Separate Account C is registered as a
unit investment trust with the Commission under the 1940 Act and is subject to
that Act's requirements. Such registration does not involve supervision of the
management or investment policies of Separate Account C or Chubb Life by the
Commission. Chubb Life is the depositor of Separate Account C. Under New
Hampshire law, the assets of Separate Account C are held exclusively for the
benefit of Policyowners and persons entitled to payments under this Policy and
other variable life insurance policies funded by Separate Account C. The income,
realized or unrealized capital gains, or capital losses of Separate Account C
are credited to or charged against the assets held in Separate Account C in
accordance with the terms of the Policy, without regard to other income or
capital gains or losses of any other account arising out of any other business
Chubb Life conducts. Separate Account C is administered and accounted for as a
part of the general business of Chubb Life, but the assets of Separate Account C
are not chargeable with liabilities arising out of any other business which
Chubb Life may conduct.

          Chubb Life holds the assets of Separate Account C physically
segregated and separate and apart from the General Account. Chubb Life maintains
records of all purchases and redemptions of Trust shares by each of the
Divisions.

          Divisions.   Separate Account C presently has five Divisions but may,
in the future, add or delete Divisions. Each Division will invest exclusively in
shares representing an interest in a Portfolio of the Trust.

          Investment income and other distributions to each Division arising
from the applicable underlying Portfolio of the Trust increase the assets of the
corresponding Division. The income and both realized and unrealized gains or
losses on the assets of each Division are credited to or charged against that
Division without regard to income, gains or losses from any other Division.


                               CHUBB SERIES TRUST

          Separate Account C invests in shares of the Trust which is organized
as a Delaware business trust and is registered as an open-end diversified
management company under the 1940 Act. The Trust currently has five Portfolios
each of which has different objectives. The shares of each Portfolio are
presently offered only to the Divisions, but may also be offered to other
separate accounts that may be established by Chubb Life or any of its affiliated
insurance companies. The assets of each Portfolio are maintained separately from
the assets of the other Portfolios and each Portfolio has investment objectives
and policies which are different from those of the other Portfolios. Thus, each
Portfolio operates as a separate investment fund, and the income, gains or
losses of one Portfolio has no effect on the investment performance of any other
Portfolio.

          The investment manager to the Trust is Chubb Investment Advisory
Corporation ("Chubb Investment Advisory") which is a subsidiary of Chubb Life.
Chubb Investment Advisory has in turn retained Morgan Guaranty Trust Company of
New York ("Morgan") to provide sub-investment advisory services to each
Portfolio.

          An investment management fee is charged monthly against each Portfolio
by Chubb Investment Advisory at the annual rate of .40 percent of the average
daily net asset value of the Resolute Treasury Money Market Portfolio, .50
percent of the average daily net asset value of the Resolute Bond Portfolio, .60
percent of the average daily net asset value of the Resolute Equity Portfolio,
and .80 percent of the average daily net asset value of the Resolute Small
Company Portfolio and the Resolute International Equity Portfolio. The
compensation of Morgan is set at the annual rate of .20 percent of the average
daily net asset value of the Resolute Treasury Money Market Portfolio, .30
percent of the average daily net asset value of the Resolute Bond Portfolio, .40
percent of the average daily net asset value of the Resolute Equity Portfolio,
and .60 percent of the average daily net asset value of the Resolute Small
Company Portfolio and the Resolute International Equity Portfolio. Chubb
Investment Advisory is solely responsible for paying such sub-investment
advisory fees out of its investment management fee described above.
<PAGE>
 
          The investment objectives of each Portfolio are set forth below. There
can be no assurance that any of the Portfolios will achieve its stated
objectives. The specialized nature of each Portfolio gives rise to significant
differences in the relative investment potential and market and financial risks
of each Portfolio. Policyowners should consider the unique features of each
Portfolio before investing in any corresponding Division. For more detailed
information concerning each Portfolio, including a description of the investment
risks, reference is made to the Prospectus for the Trust which accompanies this
Prospectus, or the Statement of Additional Information for the Trust, available
upon request.

          The Resolute Treasury Money Market Portfolio seeks to provide current
income, maintain a high level of liquidity and preserve capital.

          The Resolute Bond Portfolio seeks to provide a high total return
consistent with moderate risk of capital and maintenance of liquidity.

          The Resolute Equity Portfolio seeks to provide a high total return
from a portfolio comprised of selected equity securities.

          The Resolute Small Company Portfolio seeks to provide a high total
return from a portfolio of equity securities of small companies.

          The Resolute International Equity Portfolio seeks to provide a high
total return from a portfolio of equity securities of foreign corporations.

          The Trust may find it necessary to take action to assure that the
Policy continues to qualify as a life insurance policy under federal tax laws.
The Trust, for example, may alter the investment objectives of any Portfolio or
take other appropriate actions. See "OTHER MATTERS--Additions, Deletions or
Substitutions of Investments" and "FEDERAL TAX MATTERS".

          Separate Account C will purchase shares of the Trust at net asset
value in connection with premium payments, transfers and loan repayments
allocated to the Divisions in accordance with the Policyowner's directions and
will redeem shares of the Trust to process transfers, policy loans, surrenders
or withdrawals and generally to meet contract obligations or make adjustments in
reserves. The Trust will sell and redeem its shares at net asset value as of the
Date of Receipt by Separate Account C of premium payments or notifications by a
Policyowner.
<PAGE>
 
                                  THE POLICIES

          General.   Each form of the Policy is designed to provide the
Policyowner with lifetime insurance protection and flexibility in connection
with the amount and frequency of premium payments and the level of life
insurance proceeds payable under the Policy. Chubb Heritage I is an individual
flexible premium variable life insurance policy which provides life insurance
coverage on one Insured, with the Death Benefit payable upon the death of such
Insured. Chubb Heritage II is a flexible premium survivorship variable life
insurance policy which provides life insurance coverage on two Insureds, with a
Death Benefit payable only when the last surviving Insured dies. The Policyowner
is not required to pay scheduled premiums to keep a Policy in force but may,
subject to certain limitations, vary the frequency and amount of premium
payments. Moreover, subject to certain limitations, a Policy allows a
Policyowner to adjust the level of life insurance payable under the Policy
without having to purchase a new Policy by increasing or decreasing the
Specified Amount. Thus, as insurance needs or financial conditions change, the
policyowner has the flexibility to adjust coverage and vary the premium
payments. Death Benefits are payable under two options as described in "POLICY
BENEFITS AND RIGHTS--Death Benefits".

          To purchase a Policy, a completed application must be submitted to
Chubb Life through the agent selling the Policy. Applicants for insurance must
furnish satisfactory evidence of insurability. An Insured under Chubb Heritage I
must generally be between the ages of 0 and 80 and the Insureds under Chubb
Heritage II must generally be between 20 and 85 with only one Insured over the
age of 80. The Joint Equal Age of the Insureds under Chubb Heritage II cannot be
over age 80. The smoking status of each Insured is reflected in the cost of
insurance rates; provided, however, that under Chubb Heritage I distinctions
between smokers and nonsmokers are only made for Insureds age 15 and over.
Policies issued in certain jurisdictions will not directly reflect the sex of
the Insured in either the premium rates or the charges or values under the
Policy. Accordingly, illustrations set forth in this Prospectus may differ for
such Policies.

          The minimum Specified Amount at issue is $500,000 for Chubb Heritage I
and $2,000,000 for Chubb Heritage II. Chubb Life reserves the right to revise
its rules from time to time to specify different minimum Specified Amounts at
issue. If the Specified Amount applied for plus all other insurance in force
which is underwritten by Chubb Life or its affiliates exceeds an amount which
varies between $300,000 and $2,000,000 based on various factors, Chubb Life will
reinsure all or a portion of the Policy. Acceptance of an application or
revocation of a Policy during the contestable period is subject to Chubb Life's
insurance underwriting rules and Chubb Life may, in its sole discretion, reject
any application or related premium for any good reason or contest a Policy.
    
          Payment of Premiums.   Premiums must be paid to Chubb Life at its home
office or through an authorized agent of Chubb Life for forwarding to Chubb
Life's home office. The initial premium may be wired to Chubb Life's bank upon
notification that the application has been approved by Chubb Life. Subsequent
premium payments may also be wired to Chubb Life's bank. The financial
institution transmitting the wired funds may impose a charge for this service.
In addition, Chubb Life has administrative procedures whereby premium payments
in response to billing notices are sent directly to Chubb Life's bank. Unlike
traditional insurance contracts, there is no fixed schedule of premium payments
on a Policy either as to the amount or the timing of the payment. A Policyowner
may determine, within specified limits, his or her own premium payment schedule.
These limits will be set forth by Chubb Life and will include an initial premium
payment sufficient to keep the Policy in force for at least three months,  and
may also include limits on the total amount and frequency of payments in each
policy year. No premium payment may be less than $500. In order to help the
Policyowner obtain the insurance benefits desired, a Planned Periodic Premium
and Premium Frequency will be stated in each Policy. This premium will usually
be based upon the Policyowner's insurance needs and financial abilities, the
current financial climate, the Specified Amount of the Policy, and the Insured's
age, sex and risk class, as discussed with the agent. The Policyowner is not
required to pay such premiums and failure to make any premium payment will not
necessarily result in lapse of the Policy, provided the Policy's Cash Value,
less Policy Debt, if any, is sufficient to pay monthly deductions. Conversely,
adherence to the schedule of Planned Periodic Premiums will not assure that the
Policy will remain in force. See "THE POLICIES --Policy     
<PAGE>
     
Lapse".     

          Guaranteed Death Benefit Premiums.   If the Guaranteed Death Benefit
Rider is added to the Policy, the Death Benefit is guaranteed to never be less
than the Specified Amount, provided the Policyowner pays a cumulative minimum
premium. This cumulative minimum premium is based on Issue Age, sex, smoking
status and underwriting class of the Insured(s) as well as the Specified Amount
and Death Benefit option. The premium is increased for increases in the
Specified Amount. See "POLICY BENEFITS AND RIGHTS--Optional Insurance
Benefits".

          Premium Limitations.   If, at any time during the year, a premium has
been paid which would result in a Policy being deemed a modified endowment
contract, Chubb Life will so notify the Policyowner on the Policy's anniversary
date and allow the Policyowner to request a refund of the excess premium, or
other action, in order to avoid having the Policy be deemed to be a modified
endowment contract. A Policyowner, however, may choose to have the Policy be
deemed a modified endowment contract, and, in that case, Chubb Life will not
refund the premiums. See "FEDERAL TAX MATTERS--Policy Proceeds". Premium
payments less than the minimum amount of $500 will be returned to the
Policyowner.

          Allocation of Premiums.   Premium payments, net of the state premium
tax charge, the Federal DAC tax charge and the sales charge plus interest earned
prior to the Allocation Date, will be allocated on the Allocation Date among the
Divisions and the General Account in accordance with the directions of the
Policyowner, as contained in the application. Prior to the Allocation Date the
initial Net Premium will be held in Chubb Life's General Account. Any other
premiums received prior to the Allocation Date will also be held in the General
Account. If the Policy issued as applied for is not accepted or the "free
look" is exercised, no interest will be credited and Chubb Life will retain any
interest earned on the initial Net Premium. The minimum percentage of any Net
Premium payment allocated to any Division or the General Account is 1%. The
Policyowner may change his or her allocation of future premium payments among
the Divisions and the General Account by written notice to Chubb Life or by
telephone without payment of any fee or penalty.

          The allocation of each Net Premium payment to a Division will be
determined first by multiplying the Net Premium payment by the fraction to be
allocated to each Division as the Policyowner directs to determine the portion
to be invested in the Division. Each portion to be invested in each Division is
then divided by the unit value of that particular Division to determine the
number of units to be credited to a Policyowner. The unit value of each Division
will vary to reflect the investment experience of the corresponding underlying
Portfolio shares. For a description of the method of determining unit values see
"CALCULATION OF ACCUMULATION VALUE--Unit Values". Applicants should refer to
the Prospectus for the Trust which accompanies this Prospectus for a description
of how the assets of each Portfolio are valued.

          All valuations in connection with the Policy, e.g., with respect to
determining Cash Value in connection with policy loans or withdrawals, with
respect to determining Accumulation Value in connection with transfers or
payment of Death Benefits, and with respect to determining a Division's unit
value at the time of each Net Premium payment, will be made on the Date of
Receipt of the premium or the request for payment, loan, withdrawal or transfer
if such date is a Valuation Date; otherwise, such determination will be made on
the next succeeding day which is a Valuation Date. The Date of Receipt of a
premium payment sent directly to Chubb Life's bank pursuant to a billing notice
will be the date the payment is received at the bank and the value of any
Division to which the payment is allocated will be determined as of such date
provided such date is a Valuation Date; otherwise, such determination will be
made on the next succeeding day which is a Valuation Date.

          Transfers.   Accumulation Value may be transferred among the Divisions
and between the Divisions and the General Account. In addition to individual
transfer requests, Policyowners may elect either a Dollar Cost Averaging feature
or an Automatic Portfolio Re-Balancing feature which provides for systematic
transfers as described below. Transfer requests may be made in writing or by
telephone. The total amount transferred each time must be at least $1,000 unless
a lesser amount constitutes the entire Accumulation Value in a Division or in
the General Account. Accumulation Value transferred from one Division or from
the General Account into more than one Division, and/or
<PAGE>
 
into the General Account, counts as one transfer. Similarly, transferring
Accumulation Value from more than one Division, and/or the General Account, into
one other Division or the General Account, counts as one transfer.

          Chubb Life currently permits 12 transfers per policy year without
imposing a transfer charge. For transfers in excess of 12 in any Policy year, a
transfer charge of $100 to cover administrative costs will be imposed each time
amounts are transferred and will be deducted on a pro-rata basis from the
Division or Divisions or the General Account into which the amount is
transferred. However, no transfer charge will be imposed on the transfer of the
initial Net Premium payments, plus interest earned, from the General Account to
the Divisions on the Allocation Date or on loan repayments. No transfer charge
will be imposed for transfers pursuant to the Dollar Cost Averaging or Automatic
Portfolio Re-Balancing features. Currently, a Policyowner may make up to 24
transfers per policy year. Chubb Life reserves the right to revoke or modify
transfer privileges and charges.

          At any time the Policyowner may transfer 100% of the Policy's
Accumulation Value to the General Account and elect to have all future premium
payments allocated to the General Account. While 100% of the Policy's
Accumulation Value and all future premium payments are allocated to the General
Account, the minimum period the Policy will be in force will be fixed and
guaranteed. The minimum period will depend on the amount of Accumulation Value,
the Specified Amount, the sex, the Attained Age, and rating class of the Insured
at the time of transfer. The minimum period will decrease if the Policyowner
subsequently elects to increase the Specified Amount, elects to surrender the
Policy, or elects to make a withdrawal. The minimum period will increase if the
Policyowner elects to decrease the Specified Amount, additional premium payments
are received, or Chubb Life credits a higher interest rate or charges a lower
cost of insurance rate than those guaranteed for the General Account.

          Except for transfers in connection with Dollar Cost Averaging,
Automatic Portfolio Re-Balancing and loan repayments, transfers out of the
General Account to the Divisions are permitted only once every 180 days and are
limited in amount to the lesser of (a) 25% of the Accumulation Value in the
General Account not being held as loan collateral or (b) $100,000. In addition,
any other transfer rules, including minimum transfer amounts, also apply. Chubb
Life reserves the right to modify these restrictions.

          No transfer charge will be imposed for a transfer of all Accumulation
Value in Separate Account C to the General Account. However, any transfer from
the General Account to the Division(s) will be subject to the transfer charge,
unless it is one of the first 12 transfers in a policy year and except for the
transfer of the initial Net Premium payments, plus interest earned, from the
General Account, loan repayments, and transfers pursuant to the Dollar Cost
Averaging or Automatic Portfolio Re-Balancing features.
    
          A feature called Dollar Cost Averaging is available to Policyowners
under which a Policyowner deposits or designates an amount, subject to a minimum
of $6,000, in the Resolute Treasury Money Market Division or the General Account
and elects to have a specified dollar amount (the "Periodic Transfer Amount")
automatically transferred to one or more of the Divisions on a monthly,
quarterly, or semi-annual basis. This feature allows Policyowners to
systematically invest in the Divisions at various prices which may be higher or
lower than the price a Policyowner would pay when investing the entire amount at
one time and at one price. Each Periodic Transfer Amount is subject to a minimum
amount of $500. A minimum of 1% of the Periodic Transfer Amount must be
transferred to any specified Division. These amounts are subject to change at
Chubb Life's discretion. If a transfer would reduce Accumulation Value in the
Resolute Treasury Money Market Division or the General Account to less than the
Periodic Transfer Amount, Chubb Life reserves the right to include such
remaining Accumulation Value in the amount transferred. At the time a
policyowner elects the Dollar Cost Averaging feature, an election is made
between Fixed Amount Dollar Cost Averaging or Continuous Mode Dollar Cost
Averaging.  Under Fixed Amount Dollar Cost Averaging, the feature will continue
until the Designated Amount has been transferred or the policyowner gives
notification of cancellation of the feature prior to transfer of the entire
Designated Amount.  Once the Designated Amount has been transferred, a new
Dollar Cost Averaging election form must be completed if the Policyowner wishes
to have additional money dollar cost averaged.  Under Continuous Mode Dollar
Cost Averaging, any amounts deposited into the Repository Account, and not just
the Designated Amount, will be transferred.  Dollar Cost Averaging is currently
available to policyowners at no charge.   Although Chubb Life reserves the right
to     
<PAGE>
     
assess a charge, no greater than cost and with 30 days advance notice to
Policyowners, it has no present intention to do so.     

          An Automatic Portfolio Re-Balancing feature is also available to
Policyowners. This feature provides a method for re-establishing fixed
proportions between various types of investments on a systematic basis. Under
this feature, the allocation between Divisions and the General Account will be
automatically re-adjusted to the desired allocation, subject to a minimum of 1%
per Division or General Account, on a quarterly, semi-annual or annual basis.

          A Policyowner may choose one of the two features. Transfers and
adjustments pursuant to these features will occur on a Policy's Monthly
Anniversary Date in the month in which the transaction is to take place or the
next succeeding business day if the Monthly Anniversary Date falls on a holiday
or a weekend. The applicable authorization form must be on file at Chubb Life
before either feature may begin. Neither feature guarantees profits nor protects
against losses. Transfers under these features do not count toward the 12 free
transfers or the 24 transfers currently allowed per year. Chubb Life reserves
the right to modify the terms and conditions of these features upon 30 days
advance notice to Policyowners.

          Telephone Transfers, Loans and Reallocations.   Policyowners may
request by telephone transfers of Accumulation Value or reallocation of premiums
(including allocation changes pursuant to existing Dollar Cost Averaging and
Automatic Portfolio Re-Balancing programs), provided that the appropriate
authorization form is on file with Chubb Life. Chubb Life may also, in its
discretion, permit loans to be made by telephone, provided that the proper
authorization form is on file with Chubb Life. During periods of heavy telephone
transfers, implementing a telephone transfer may be difficult. If a Policyowner
is unable to reach Chubb Life via telephone, the Policyowner should send a
written request to Chubb Life via an express mailing service or via the Chubb
Life telecopier machine at (603) 226-5155. (Any transfer requests received via
telecopier are considered telephone transfers and are bound by the conditions
outlined in the signed authorization form.) Chubb Life reserves the right to
discontinue telephone transfers at any time without notice to the Policyowners.
Procedures have been established that are reasonably designed to reduce the risk
of unauthorized telephone transfers, loan requests or allocation changes. These
procedures include requiring personal identification information, tape recording
calls and providing written confirmations to Policyowners. However, there still
exists some risk. Neither Chubb Life, Chubb Securities Corporation, nor any of
their affiliates are liable for any loss resulting from unauthorized telephone
transfers, loan requests or premium allocation changes if its procedures have
been followed, and a Policyowner bears the risk of loss in such situation.

          Policy Lapse.   Failure to make a premium payment on a Policy will not
necessarily cause the Policy to lapse. The duration of a Policy depends upon its
Cash Value. The Policy will remain in force so long as the Cash Value, less any
outstanding Policy Debt, is sufficient to cover cost of insurance and any rider
charges. In the event the Cash Value, less any outstanding Policy Debt, is
insufficient to pay these monthly cost of insurance and rider charges ("monthly
deduction") the Policyowner will be given a sixty-one day period ("grace
period") within which to make a premium payment to avoid lapse. The premium
required to avoid lapse must be sufficient in amount, after the deduction of the
state premium tax charge, the Federal DAC tax charge and the sales charge, to
cover the monthly deduction for at least three policy months. This required
premium will be set forth in a written notice which Chubb Life will send to the
Policyowner thirty-one days prior to the end of the grace period. The Policy
will continue in force through the grace period, but if no payment is
forthcoming, the Policy will terminate without value at the end of the grace
period. If the Insured under Chubb Heritage I or the last surviving Insured
under Chubb Heritage II dies during the grace period, the Death Benefit payable
under the Policy will be reduced by the amount of the monthly deduction due and
unpaid and the amount of any outstanding Policy Debt. In addition, if the Cash
Value of the Policy at any time should decrease so the aggregate amount of
outstanding Policy Debt secured by the Policy exceeds the Cash Value shown in
the Policy and an additional payment is not made within sixty-one days the
Policy will lapse.

          Reinstatement.   If the Policy lapses, the Policyowner may reinstate
the Policy. The terms of the original contract will apply upon reinstatement.
The Accumulation Value, before payment of the required reinstatement premium,
will equal the Accumulation Value on the date of termination. The policy year on
reinstatement will be
<PAGE>
 
measured from the Policy Date. An application for reinstatement may be made any
time within five years of lapse and before the Maturity Date, but satisfactory
proof of insurability of the Insured under Chubb Heritage I or the Insureds or
surviving Insured under Chubb Heritage II and payment of a reinstatement premium
is required. The reinstatement premium, after deduction of the state premium tax
charge, the Federal DAC tax charge and the sales charge, must be sufficient to
cover the monthly deduction for three policy months following the effective date
of reinstatement. If a loan was outstanding at the time of lapse, Chubb Life
will require, at the election of the Policyowner, repayment or reinstatement of
the loan before permitting reinstatement of the Policy. The effective date will
be the date of approval of the reinstatement application, which will be as of a
Monthly Anniversary Date.
    
          Policy "Free Look".   The Policyowner has a limited right to return
a Policy for cancellation and a full refund of all premiums paid. Chubb Life
will cancel the Policy if it is returned by mail or personal delivery to Chubb
Life, or to the agent who sold the Policy, within 20 days after the delivery of
the Policy to the Policyowner. Chubb Life will return to the Policyowner within
seven days all payments received on the Policy. Prior to the Allocation Date the
initial Net Premium will be held in Chubb Life's General Account; Chubb Life
will retain any interest earned if the "free look" right is exercised.      


                             CHARGES AND DEDUCTIONS

          Premium Charges.   Upon receipt of each premium payment and before
allocation of payment among the Divisions and the General Account, Chubb Life
will deduct a state premium tax charge of 2.5% (which represents an average of
actual premium taxes imposed), unless otherwise required by state law.
Currently, the taxes imposed by states on premiums range up to 4% of premiums
paid, while some states do not impose a premium tax. The 2.5% state premium tax
charge may therefore be higher or lower than the actual premium tax imposed by
states in which a particular Policyholder resides. Chubb Life will not increase
this charge under outstanding Policies, but reserves the right to change this
charge for Policies not yet issued in order to correspond with changes in the
state premium tax levels. Chubb Life does not expect to derive a profit from
this charge.

          Chubb Life will also deduct from each premium a charge currently equal
to 1.25% to cover the estimated cost to Chubb Life of the Federal income tax
treatment of the Policies' deferred acquisition costs ("Federal DAC tax
charge"). Chubb Life has determined that this charge is reasonable in relation
to Chubb Life's increased Federal income tax burden under the Code resulting
from the receipt of premiums. Chubb Life will not increase this charge under
outstanding Policies, but reserves the right, subject to any required regulatory
approval, to change this charge for Policies not yet issued in order to
correspond with changes in the DAC tax.

          Chubb Life will deduct a sales charge of 3% from each premium payment
to compensate Chubb Life for the cost of selling the Policy. The cost of selling
the Policy includes, among other things, agents' commissions, commission
overrides, advertising and the printing of prospectuses and sales literature.
Under normal circumstances, the amount of this charge, plus the Surrender Charge
discussed below, are expected to compensate Chubb Life for total sales expenses
for that year. To the extent sales expenses in any one policy year are not
recovered by this 3% sales charge and the sales charge imposed upon surrenders
or withdrawals during the first five policy years, the sales expenses may be
recovered from other sources, including surplus, which may include profits, if
any, from the mortality and expense risk charge.

          Monthly Deduction.   On each Monthly Anniversary Date and on the
Policy Date, Chubb Life will deduct from the Accumulation Value of a Policy an
amount to cover certain charges and expenses incurred in connection with the
Policy. The amount of the monthly deduction is equal to the cost of insurance
for the Policy as described below, and the cost of any optional benefits added
by rider. The amount deducted will be deducted pro rata from each of the
Divisions and the General Account, excluding the amount held in the General
Account as loan collateral, in which the Policyowner is invested.
<PAGE>
 
          The cost of insurance is determined on a monthly basis, and is
determined separately for the initial Specified Amount and each subsequent
increase in the Specified Amount. The monthly current cost of insurance rate is
based on the sex, Issue Age, policy year, smoking status and rating class of the
Insured(s), Specified Amount, Death Benefit option and applicable corridor
percentage.

          The cost of insurance is calculated as (i) multiplied by the result of
(ii) minus (iii) where:

          (i) is the cost of insurance rate as described in the Cost of
Insurance Rates provision contained in the Policy.

          (ii) is the Death Benefit at the beginning of the policy month divided
by 1.00327374, to arrive at the proper values for the beginning of the month
assuming the guaranteed interest rate of 4% that is applicable to the General
Account portion of the Policy; and

          (iii) is the Accumulation Value at the beginning of the policy month.

          If the corridor percentage is applicable, the Death Benefit used in
the foregoing calculation will reflect the corridor percentage. The cost of
insurance charge is not affected by the death of the first Insured to die under
Chubb Heritage II.

          The monthly cost of insurance rate will be determined by Chubb Life
based upon expectations as to future mortality experience, but can never exceed
the rates shown in the table of Monthly Guaranteed Cost of Insurance Rates set
forth in the Policy. Such guaranteed maximum rates are based on the
Commissioner's 1980 Standard Ordinary Mortality Table.
    
          A guaranteed Monthly Deduction Adjustment will be calculated at the
beginning of each policy year and subtracted from the cost of insurance for each
month of that policy year during which the discount is in effect. The discount
will be allocated between the Divisions and the General Account in the same
proportion as premium payments. The discount is calculated as (i) multiplied by
the result of (ii) minus (iii) minus (iv), but not less than zero, where:      


          (i) is a factor that varies by Specified Amount as follows :
                             Under $5,000,000              .0001250
                             $5,000,000 to $9,999,999      .0002500
                             $10,000,000 to $14,999,999    .0003750
                             $15,000,000 and Above         .0004583

     
          (ii) is an amount no greater than the Accumulation Value at the
beginning of the policy year, and guaranteed to be at least the Accumulation
Value at the beginning of the policy year less any unloaned funds in the General
Account;     

          (iii) is the Guideline Single Premium at issue under Section 7702 of
the Code, increased on a pro-rata basis for any increase in Specified Amount;
and

          (iv) is the outstanding Type A loan balance at the beginning of the
policy year. See "CASH VALUE BENEFITS--Policy Loans" for a description of Type A
loans.
    
      The Monthly Deduction Adjustment is the mechanism whereby Chubb Life
annually evaluates its mortality risk exposure on individual Policies based on,
among other factors, the proceeds from all mortality charges, including the cost
of insurance charge and the mortality risk portion of the Risk Charge. The
insurance charges are set at rates designed to cover total anticipated mortality
experience, i.e., Death Benefit payments, taking into consideration the risk
that actual experience may exceed Chubb Life's expectation. Of course, as the
amount at risk under any one      
<PAGE>
 
    
Policy decreases, i.e., Accumulation Value increases, Chubb Life's exposure on
such Policy will be reduced. Moreover, Chubb Life's risk decreases as the
Specified Amount increases. The Monthly Deduction Adjustment formula factors in
Accumulation Value and Specified Amount. Thus, the Monthly Deduction Adjustment
may be translated into a net reduction of the Risk Charge which is applied to
the Accumulation Value. As shown in the following table, the Monthly Deduction
Adjustment may be expressed as a reduction in the mortality portion of the Risk
Charge.      



<TABLE>    
<CAPTION>
                                                     Mortality   Mortality
                                                     ---------   ---------   
                                          Monthly       Risk        Risk      
                                          -------       ----        ----                   
                             Mortality   Deduction     Charge      Charge       Effective  
                             ---------   ---------     ------      ------       ---------  
                                Risk      Adjust-      Below       Above        Mortality  
                                ----      -------      -----       -----        ---------  
         --------              Charge       ment        GSP         GSP        Risk Charge* 
     Specified Amount          ------      -----        ---         ---        ------------ 
     ----------------                                                                     

<S>                          <C>         <C>         <C>         <C>           <C>
$   500,000--$ 4,999,999          .55%       .15%        .55%        .40%            .475%
                               
$ 5,000,000--$ 9,999,999          .55%       .30%        .55%        .25%             .40%

$10,000,000--$14,999,999          .55%       .45%        .55%        .10%            .325%

$15,000,000 and Above .           .55%       .55%        .55%         .0%            .275%

- -------------
</TABLE>      

*  Assumes that Accumulation Value, less any Type A loans, at the beginning of
the policy year is twice the Guideline Single Premium ("GSP").

     Risk Charge.   Chubb Life will also assess a charge on a daily basis
against each Division at an annual rate of .65% of the value of the Division to
compensate Chubb Life for its assumption of certain mortality and expense risks
in connection with the Policy. Specifically, Chubb Life bears the risk that the
total amount of Death Benefit payable under the Policy will be greater than
anticipated and Chubb Life also assumes the risk that the actual cost incurred
by it to administer the Policy will not be covered by charges assessed under the
Policy.

     Surrender Charge.   Upon surrender during the first five policy years,
Chubb Life will assess a contingent deferred sales charge. This contingent
deferred sales charge will be 5% of first year premiums for surrender during the
first policy year, 4% of first year premiums for surrender during the second
policy year, 3% of first year premiums for surrender during the third policy
year, 2% of first year premiums for surrender during the fourth policy year and
1% of first year premiums for surrender during the fifth policy year. There is
no Surrender Charge assessed for surrender after the fifth policy year. A pro
rata portion of any Surrender Charge will be assessed upon a withdrawal. The
Policy's Accumulation Value will be reduced by the amount of any withdrawal plus
any applicable pro-rata Surrender Charge.

     The Surrender Charge helps to compensate Chubb Life for the cost of selling
the Policy, including the cost of advertising and the printing of the Prospectus
and sales literature.

     Administrative Fees.   An administrative fee equal to $100 is imposed for
each transfer among the Divisions or the General Account, after the first 12
transfers in a policy year and except for the transfer of the initial Net
Premium payments, plus interest, from the General Account on the Allocation
Date, loan repayments and transfers pursuant to the Dollar Cost Averaging and
Automatic Portfolio Re-Balancing features. For withdrawals, an administrative
fee equal to $100 will be charged. All administrative fees are no greater than
the anticipated expenses of providing such services.

     Other Charges.   Chubb Life also reserves the right to charge the assets of
each Division to provide for any income taxes or other taxes payable by Chubb
Life on the assets attributable to that Division. An investment advisory fee for
services provided by the Trust's investment manager and sub-investment adviser
and certain other operating expenses are deducted from the assets of each
Portfolio of the Trust. See "CHUBB SERIES TRUST".
<PAGE>
 
                          POLICY BENEFITS AND RIGHTS
    
          Death Benefits.   So long as it remains in force, Chubb Heritage I
provides for the payment of life insurance proceeds upon the death of the
Insured and Chubb Heritage II provides for a Death Benefit payable upon the
death of the last surviving Insured. Proceeds will be paid to a named
Beneficiary or contingent Beneficiary. One or more Beneficiaries or contingent
Beneficiaries may be named. Life insurance proceeds may be paid in a lump sum or
under an optional payment plan. (See "SETTLEMENT OPTIONS" below.) Proceeds of
the Policy will be reduced by any outstanding Policy Debt and any due and unpaid
charges and increased by any benefits added by rider. Proceeds that are payable
in a lump sum will be increased to include interest as required by applicable
state law. Proceeds will ordinarily be paid within seven days after Chubb Life
receives due Proof of Death. Under Chubb Heritage II, due Proof of Death must
also be submitted at the time of the first death.     
    
          A Policyowner will make in the initial application two elections to
determine the Death Benefit under the Policy. First, the Policyowner will choose
one of two Death Benefit options offered under the Policies. Second, the
Policyowner will choose the Death Benefit qualification test, which is the
method for qualifying the Policy as a life insurance contract for purposes of
Federal tax law. If no Death Benefit qualification test or option is designated,
the guideline premium test under Option I, as described below, will be assumed
by Chubb Life to have been selected.     
    
             The amount of life insurance proceeds payable under a Policy will
depend upon the option in effect, as follows:     
    
          Option I:   For Policies issued pursuant to the cash value
accumulation test, the Death Benefit equals the greater of the current Specified
Amount or the Accumulation Value of the Policy at the date of death multiplied
by the corridor percentage, as described below. For Policies issued pursuant
to the guideline premium test, the Death Benefit equals the greater of the
current Specified Amount or the Accumulation Value of the Policy at the date of
death multiplied by the corridor percentage, as described below.     
    
          Option II:   The Death Benefit equals the current Specified Amount
plus the Accumulation Value of the Policy on the date of death. For Policies
issued pursuant to the cash value accumulation test, the Death Benefit will not
be less than the Accumulation Value on the date of death multiplied by the
corridor percentage, as described below. For Policies issued pursuant to the
guideline premium test, the Death Benefit will not be less than the Accumulation
Value multiplied by the corridor percentage, as described below.     
    
          Option I emphasizes the impact of investment experience on
Accumulation Value rather than insurance coverage because the Specified Amount
and the Death Benefit, generally, remain stable.  Under Option I, as
Accumulation Value increases and Death Benefit does not increase, the amount at
risk decreases.  Thus, the cost of insurance charges are imposed on a decreasing
amount.  Option II emphasizes insurance coverage because favorable investment
experience adds to the Accumulation Value that provides an addition to the total
Death Benefit.  Under Option II, favorable investment experience does not reduce
the amount at risk upon which cost of insurance charges are based.      

          The corridor percentage is a minimum ratio of Death Benefit to
Accumulation Value required pursuant to the cash value corridor test under
Section 7702 of the Code. The Policyowner has the option to select this minimum
corridor percentage under the Code or an alternative corridor percentage that
produces a higher corridor percentage beginning in policy year 25 which grades
back to the minimum corridor percentage at the Maturity Date. Use of the
alternative corridor percentage results in a higher ratio of Death Benefit to
Accumulation Value than that resulting from the use of the minimum corridor
percentage beginning in policy year 25. This higher ratio then gradually reduces
until, by the Maturity Date, it is equal to the ratio produced by use of the
minimum corridor percentage. Although use of the alternative corridor percentage
results in a higher Death Benefit than the minimum corridor percentage beginning
in policy year 25, this higher Death Benefit results in higher cost of insurance
charges which has the effect of reducing Accumulation Value and consequently
future Death Benefits. 
    
          The Policyowner will also choose from two Death Benefit qualification
tests available under a Policy.  Once      
 
<PAGE>
 
    
elected, the Death Benefit qualification test cannot be changed for the duration
of the Policy.  The available Death Benefit qualification tests are the cash
value accumulation test and the guideline premium test.      
    
          Generally, the cash value accumulation test requires that under the
terms of a Policy, the Death Benefit must be sufficient so that the cash
surrender value, as defined in Section 7702 of the Internal Revenue Code, does
not at any time exceed the net single premium required to fund the future
benefits under the Policy.  If the Accumulation Value under a Policy is at any
time greater than the net single premium at the Insured's age and sex for the
proposed Death Benefit, the Death Benefit will be increased automatically by
multiplying the Accumulation Value by the corridor percentage computed in
compliance with the Code.  A list of representative corridor percentages is set
forth in Appendix A to this Prospectus.  The corridor percentages under the
Policy vary according to the Age, sex, and underwriting classification of the
Insured(s), and the resulting Death Benefit determined by using the corridor
percentage will be at least equal to the amount required for the Policy to be
deemed life insurance under Section 7702.  The corridor percentage is calculated
using a four percent interest rate or, if higher, the contractually guaranteed
interest rate and using mortality charges specified in the prevailing
Commissioner's standard table as of the time the Policy is issued.     
    
          The guideline premium test limits the amount of premiums payable under
a Policy to a certain amount for an Insured of a particular age and sex.  The
test also applies a prescribed corridor percentage to determine a minimum ratio
of Death Benefit to Accumulation Value.  A complete list of corridor percentages
is set forth in Appendix B to this Prospectus.     
    
          There are two main differences between the guideline premium test and
the cash value accumulation test.  First, the guideline premium test limits the
amount of premium that may be paid into a Policy.  No such limits apply under
the cash value accumulation test.  (However, any premium that would increase the
net amount at risk is subject to evidence of insurability satisfactory to Chubb
Life.)  Second, the factors that determine the minimum Death Benefit relative to
the Policy's Accumulation Value are different.  Required increases in the
minimum Death Benefit due to growth in Accumulation Value will generally be
greater under the cash value accumulation test than under the guideline premium
test.  Policyowners who desire to pay premiums in excess of the guideline
premium test limitations should elect the cash value accumulation test.
Policyowners who do not desire to pay premiums in excess of the guideline
premium test limitations should consider the guideline premium test.  Applicants
for a Policy should consult a qualified tax adviser in choosing a Death Benefit
election.     
    
          The following examples demonstrate the determination of Death Benefits
under Options I and II for the cash value accumulation test and the guideline
premium test.  The examples show a Chubb Heritage I policy and a Chubb Heritage
II policy, with the same Specified Amounts and Accumulations Values.  The Chubb
Heritage I example assumes a Policy was issued to a male, non-smoker Insured,
Age 45 at the time of calculation of the Death Benefit and that there is no
outstanding Policy Debt.  The Chubb Heritage II example considers a Policy
issued to one male and one female, both non-smokers, and both Age 45.  The
policy is in its tenth policy year without any outstanding Policy Debt and with
both insureds having attained age 55.     

                                Chubb Heritage I
<TABLE>    
<CAPTION>
 
                              Cash Value Accumulation      Guideline Premium
                                        Test                     Test
 
<S>                          <C>                         <C>
Specified Amount                     1,000,000                 1,000,000
Accumulation Value                     500,000                   500,000
Corridor Percentage                        314%                      215%
Death Benefit Option I               1,570,000                 1,075,000
Death Benefit Option II              1,570,000                 1,500,000
 
 
 
 
</TABLE>     
<PAGE>
 
          
          
                               Chubb Heritage II
<TABLE>      
<CAPTION> 
                                           Cash Value               Guideline
                                        Accumulation Test          Premium Test
<S>                                       <C>                        <C>  
Specified Amount                             2,000,000               2,000,000
Accumulation Value                           1,000,000               1,000,000
Corridor Percentage                             306%                    150%
Death Benefit Option I                       3,060,000               2,000,000
Death Benefit Option II                      3,060,000               3,000,000
 
</TABLE>     
    
          The Death Benefit option in effect may be changed by sending Chubb
Life a written request for change. The effective date of the change will be the
first Monthly Anniversary Date that coincides with or next follows the Date of
Receipt of such request. If the Death Benefit option is changed from Option II
to Option I, the Specified Amount will be increased by the Policy's Accumulation
Value on the effective date of the change. Conversely, if the Death Benefit
option is changed from Option I to Option II, the Specified Amount will be
decreased by the Policy's Accumulation Value on the effective date of the
change. Evidence of insurability satisfactory to Chubb Life will be required on
a change from Option I to Option II. A change in the Death Benefit option may
not be made if it would result in a Specified Amount which is less than a
minimum Specified Amount of $250,000 on Chubb Heritage I and $500,000 on Chubb
Heritage II. A change in Death Benefit options will affect the cost of
insurance.     
    
          After a Policy has been in force for one year, the Policyowner may
adjust the existing insurance coverage by increasing or decreasing the Specified
Amount. The increase or decrease must be at least $250,000 on Chubb Heritage I
and $500,000 on Chubb Heritage II. To make a change, the Policyowner must send a
written request and the Policy to Chubb's home office. Any change in the
Specified Amount will affect a Policyowner's cost of insurance charge. An
increase in the Specified Amount will affect the determination of the amount
available for a Type A loan, as explained below, and will affect the Monthly
Deduction Adjustment discount, if any. Decreases in the Specified Amount may
affect the Monthly Deduction Adjustment but will have no effect on the
determination of the amount available for a Type A loan. Any decrease in the
Specified Amount will become effective on the Monthly Anniversary Date after the
Date of Receipt of the request. Any decrease in Specified Amount will first
apply to coverage provided by the most recent Specified Amount increase, then to
the next most recent increases successively and finally to the coverage under
the original application. By applying decreases in this manner, savings,
generally, may be realized by a Policyowner since additional costs and
limitations associated with increases in Specified Amounts would be eliminated
first. To apply for an increase in the Specified Amount, a supplemental
application must be completed and evidence satisfactory to Chubb Life that each
Insured is insurable must be submitted. Any approved increase in the Specified
Amount will become effective on the date shown in the Supplemental Policy
Specifications Page. Such increase will not become effective, however, if the
Policy's Cash Value is insufficient to cover the deduction for the cost of the
increased insurance for the policy month following the increase. Such an
increase may require a payment or future increased Planned Periodic Premiums. 
     

          Guaranteed Death Benefit.   The Policyowner may add a Guaranteed Death
Benefit Rider to the Policy under which the Death Benefit is guaranteed to never
be less than the Specified Amount provided that a cumulative minimum premium
requirement is met. The premium requirement is based on Issue Age, sex, smoking
status, underwriting class, Specified Amount and Death Benefit Option. If the
Specified Amount is increased, an additional premium, based on Attained Age,
will be required for such increase. There is a monthly charge for this Death
Benefit Rider. See " Optional Insurance Benefits".

          Combined Requests.   Policyowners may combine requests for changes in
the Specified Amount and the Death Benefit option and requests for withdrawals.
The requirements and limitations that apply to each change will apply to the
combined transactions, including any required evidence of insurability,
Specified Amount and premium limitations, effectiveness on the Monthly
Anniversary Date following the Date of Receipt of the request, and the
<PAGE>
 
sufficiency of Cash Value to keep the Policy in force for the month following
the transaction.

          The effect of a combined transaction on the cost of insurance, the
amount of the Death Benefit proceeds and the premium limitations will be the net
result of such effects for each such transaction considered separately.
Policyowners should consider the net result of a combined transaction in light
of insurance needs, financial circumstances and tax consequences.

          Maturity of the Policy.   As long as the Policy remains in force,
Chubb Life will pay the Policy's Cash Value, less outstanding Policy Debt, if
any, on the Maturity Date. Benefits at maturity may be paid in a lump sum or
under an optional payment plan. The Maturity Date is the date shown in the
Policy. To change the Maturity Date, a written request and the Policy must be
sent to Chubb Life. The Date of Receipt for any request must be before the
Maturity Date then in effect. The requested Maturity Date must be (i) on a
policy anniversary, (ii) at least one year from the Date of Receipt of the
request, (iii) after the tenth policy year and (iv) on or before the policy
anniversary nearest to the Insured's 100th birthday for Chubb Heritage I and the
younger Insured's 100th birthday for Chubb Heritage II.

          Optional Insurance Benefits.   Subject to certain requirements, one or
more of the following optional insurance benefits may be added to a Policy by
rider. More detailed information concerning such riders may be obtained from the
agent selling the Policy. Additional riders, developed after the effective date
of this Prospectus, may also be available as optional insurance benefits to the
Policy. The agent selling the Policy should be consulted regarding the
availability of any such additional riders. The cost of any optional insurance
benefits will be deducted as part of the monthly deduction. See "CHARGES AND
DEDUCTIONS."

          (a) Guaranteed Death Benefit Rider.   This rider guarantees that the
Policy will stay in force with a Death Benefit equal to the Specified Amount,
even if the Cash Value less Policy Debt is not sufficient to pay the monthly
deduction, provided that cumulative premiums paid, less loans and withdrawals,
are greater than or equal to the guaranteed death benefit premium multiplied by
the number of months the policy has been in force. This cumulative premium
requirement must be met at all times for the rider to stay in force. A monthly
charge of $.01 per $1,000 of Specified Amount will be deducted from the Policy's
Accumulation Value.

          (b) Automatic Increase Rider.   This rider allows for scheduled annual
increases in Specified Amount of from 1% to 7%, subject to certain limitations
set forth in the rider. There is an annual charge per unit of Specified Amount
which varies by Issue Age on Chubb Heritage I and by Joint Equal Age at issue on
Chubb Heritage II.

          (c) Policy Exchange Option Rider.   This rider is available on Chubb
Heritage II provided both Insureds are insurable. It allows Chubb Heritage II to
be exchanged for two individual Chubb Heritage I policies, without evidence of
insurability, each with a face amount equal to one half of the Death Benefit
under Chubb Heritage II at the time of exchange, upon the Insureds' divorce or
the occurrence of certain Federal tax law changes as specified in the rider.
There is no charge for this rider.
    
          (d) Extension of Maturity Date Rider.   This rider allows the
Policyowner to extend the original Maturity Date of the Policy under the terms
set forth in the rider.  See "FEDERAL TAX MATTERS."     
    
          (e) Exchange of Insured Rider.  This benefit is available under Chubb
Heritage I, and provides that the Policy may be exchanged for a reissued policy
on the life of a substitute insured, subject to the conditions stated in the
rider. A charge of $150 will be assessed for exercising the option.  See
"FEDERAL TAX MATTERS."      

          Settlement Options.   In addition to a lump sum payment of benefits
under the Policy, any proceeds to be paid under the Policy may be paid in any of
four methods. A settlement option may be designated by notifying Chubb Life in
writing. A lump sum payment of proceeds under the Policy will be made if a
settlement option is not designated. Any amount left with Chubb Life for payment
under an optional payment plan will be transferred to the account of the
Beneficiary in the General Account on the date Chubb Life receives written
instructions. During the
<PAGE>
 
life of the Insured, the Policyowner may select a plan. If a payment plan has
not been chosen at the time the Death Benefit becomes payable, a Beneficiary can
choose a plan. If a Beneficiary is changed, the payment plan selection will no
longer be in effect unless the Policyowner requests that it continue. An option
may be elected only if the amount of the proceeds is $2,000 or more. Chubb Life
reserves the right to change the interval of payments to 3, 6 or 12 months, if
necessary, to increase the guaranteed payments to at least $20 each.

          Option A.

          Installments of a specified amount.   Payments of an agreed amount to
be made each month until the proceeds and interest are exhausted.

          Option B.

          Installments for a specified period. Payments to be made each month
for an agreed number of years.

          Option C.

          Life income.   Payments to be made each month for the lifetime of the
payee. It is guaranteed that payments will be made for a minimum of 10, 15, or
20 years, as agreed upon.

          Option D.

          Interest.   Payment of interest on the proceeds held by Chubb Life
calculated at the compound rate of 3% per year. Interest payments will be made
at 12, 6, 3 or 1 month intervals, as agreed upon.

          The interest rate for Options A, B, and D will not be less than 3% per
year. The interest rate for Option C will not be less than 2 1/2% per year.
Interest in addition to that stated may be paid or credited from time to time
under any option, but only in the sole discretion of Chubb Life.

          Unless otherwise stated in the election of an option, the payee of
policy benefits shall have the right to receive the withdrawal value under that
option. For Options A and D, the withdrawal value shall be any unpaid balance of
proceeds plus accrued interest. For Option B, the withdrawal value shall be the
commuted value of the remaining payments. Such value will be calculated on the
same basis as the original payments. For Option C, the withdrawal value will be
the commuted value of the remaining payments. Such value will be calculated on
the same basis as the original payments. To receive this value, the payee must
submit evidence of insurability acceptable to Chubb Life. Otherwise, the
withdrawal value shall be the commuted value of any remaining guaranteed
payments. If the payee should be alive at the end of the guaranteed period, the
payment will be resumed on that date. The payment will then continue for the
lifetime of the payee.

          If a payee of policy benefits dies before the proceeds are exhausted
or the prescribed payments made, a final payment will be made in one sum to the
estate of the last surviving payee. The amount to be paid will be calculated as
described for the applicable option in the Withdrawal Value provision of the
Policy.


                       CALCULATION OF ACCUMULATION VALUE

          The Policy provides for an Accumulation Value, which will be
determined on a daily basis. Accumulation Value is the sum of the values in the
Divisions plus the value in the General Account. The Policy's Accumulation Value
in the Divisions is calculated by units and unit values under the Policies, as
described below. The Policy's Accumulation Value will reflect a number of
factors, including the investment experience of the Divisions that are invested
in the Portfolios, any additional net premiums paid, any withdrawals, any policy
loans, and any charges
<PAGE>
 
assessed in connection with the Policy. Accumulation Values in Separate Account
C are not guaranteed as to dollar amount.

          On the Allocation Date, the Accumulation Value in Separate Account C
is the initial premium payments, reduced by the state premium tax charge, the
Federal DAC tax charge and the sales charge, plus interest earned prior to the
Allocation Date, and less the monthly deduction for the first policy month. On
the Allocation Date, the initial number of units credited to Separate Account C
for the Policy will be established. At the end of each Valuation Period
thereafter, the Accumulation Value in a Division is (i) plus (ii) plus (iii)
minus (iv) minus (v) where:

          (i) is the Accumulation Value in the Division on the preceding
Valuation Date multiplied by the net investment factor, as described below, for
the current Valuation Period,

          (ii) is any Net Premium received during the current Valuation Period
which is allocated to the Division,

          (iii)is all Accumulation Values transferred to the Division from
another Division or the General Account during the current Valuation Period,

          (iv) is the Accumulation Values transferred from the Division to
another Division or the General Account and Accumulation Values transferred to
secure a Policy Debt during the current Valuation Period, and

          (v)  is all withdrawals from the Division during the current Valuation
Period.

          In addition, whenever a Valuation Period includes the Monthly
Anniversary Date, the Accumulation Value at the end of such period is reduced by
the portion of the monthly deduction allocated to the Division.

          The Policy's total Accumulation Value in Separate Account C equals the
sum of the Policy's Accumulation Value in each Division thereof.

          Unit Values.   Units are credited to a Policyowner upon allocation of
Net Premiums to a Division. Each Net Premium payment allocated to a Division
will increase the number of units in that Division. Both full and fractional
units are credited. The number of units and fractional units is determined by
dividing the Net Premium payment by the unit value of the Division to which the
payment has been allocated. The unit value of each Division is determined on
each Valuation Date. The number of units credited will not change because of
subsequent changes in unit value. The dollar value of each Division's units will
vary depending upon the investment performance of the corresponding Portfolio of
the Trust.

          Certain transactions affect the number of units in a Division under a
Policy. Loans, surrenders and withdrawals, withdrawal and transfer fees and
charges, the Surrender Charge, and monthly deductions involve the redemption of
units and will decrease the number of units. Transfers of Accumulation Value
among Divisions will reduce or increase the number of units in a Division, as
appropriate.

          The unit value of each Division's units initially under the Policies
was $10.00. Thereafter, the unit value of a Division on any Valuation Date is
calculated by multiplying (1) by (2) where:

          (1) is the Division's unit value on the previous Valuation Date; and

          (2) is the net investment factor for the Valuation Period then ended.

          The unit value of each Division's units on any day other than a
Valuation Date is the unit value as of the next Valuation Date and is used for
the purpose of processing transactions.

          Net Investment Factor.   The net investment factor measures the
investment experience of each Division and
<PAGE>
 
is used to determine changes in unit value from one Valuation Period to the next
Valuation Period. The net investment factor for a Valuation Period is (i)
divided by (ii) minus (iii) where:

          (i) is (a) the value of the assets of the Division at the end of the
preceding Valuation Period, plus (b) the investment income and capital gains,
realized or unrealized, credited to the assets of the Division during the
Valuation Period for which the net investment factor is being determined, minus
(c) capital losses, realized or unrealized, charged against those assets during
the Valuation Period, minus (d) any amount charged against the Division for
taxes or any amount set aside during the Valuation Period by Chubb Life to
provide for taxes attributable to the operation or maintenance of that Division,
and

          (ii) is the value of the assets of the Division at the end of the
preceding Valuation Period, and

          (iii) is a charge no greater than .0017808% on a daily basis. This
corresponds to .65% on an annual basis for mortality and expense risks.


                              CASH VALUE BENEFITS

          So long as it remains in force, the Policy provides for certain
benefits prior to the Maturity Date. Subject to certain limitations, the
Policyowner may at any time obtain Cash Value by surrendering the Policy or
making withdrawals from the Policy. The Cash Value equals the Accumulation Value
less any Surrender Charge. In addition, the Policyowner has certain policy loan
privileges under the Policy.

          Surrender Privileges.   As long as the Policy is in force, a
Policyowner may surrender the Policy or make a withdrawal from the Policy at any
time by sending a written request along with the Policy to Chubb Life. See
"FEDERAL TAX MATTERS--Policy Proceeds."

          The surrender value of the Policy equals the Cash Value less any
outstanding Policy Debt. The amount payable upon surrender of the Policy is the
surrender value at the end of the Valuation Period during which the request is
received. The surrender value may be paid in a lump sum or under one of the
optional payment plans specified in the Policy. Proceeds will generally be paid
within seven days of the Date of Receipt of a request for surrender or
withdrawal. See "POLICY BENEFITS AND RIGHTS--Settlement Options."

          A Policyowner can obtain a portion of the Policy's Cash Value by
withdrawal of Cash Value from the Policy. A withdrawal from a Policy is subject
to the following conditions:

          A. The amount withdrawn may not exceed the Cash Value less any
outstanding debt.

          B. The minimum amount that may be withdrawn is $5,000.

          C. A charge equal to $100 will be deducted from the amount of each
withdrawal.

          Withdrawals generally will affect the Policy's Accumulation Value,
Cash Value and the life insurance proceeds payable under the Policy. The
Policy's Cash Value will be reduced by the amount of the withdrawal. The
Policy's Accumulation Value will be reduced by the amount of the withdrawal plus
any applicable pro-rata Surrender Charge. Life insurance proceeds payable under
the Policy will generally be reduced by the amount of the withdrawal plus any
applicable pro-rata Surrender Charge, unless the withdrawal is combined with a
request to maintain or increase the Specified Amount. See "POLICY BENEFITS AND
RIGHTS--Combined Requests".

          Under Option I, which provides for life insurance proceeds equal to
the greater of the Specified Amount or the Accumulation Value of the Policy at
the date of death multiplied by the corridor percentage, the Specified Amount
<PAGE>
 
will be reduced by the amount of the withdrawal plus any applicable pro-rata
Surrender Charge. The Specified Amount remaining after a withdrawal may not be
less than $250,000 for Chubb Heritage I and $500,000 for Chubb Heritage II. As a
result, Chubb Life will not effectuate any withdrawal that would reduce the
Specified Amount below these minimums. If increases in Specified Amount
previously have occurred, a withdrawal will first reduce the Specified Amount of
the most recent increase, then the most recent increases successively, then the
coverage under the original application. If the life insurance proceeds payable
under either Death Benefit option, both before and after the withdrawal, is the
Accumulation Value multiplied by the corridor percentage, a withdrawal generally
will result in a reduction in life insurance proceeds equal to the amount paid
upon withdrawal, multiplied by the corridor percentage then in effect.

          Under Option II, which provides for life insurance proceeds equal to
the Specified Amount plus Accumulation Value, a reduction in Accumulation Value
as a result of a withdrawal will typically result in a dollar per dollar
reduction in the life insurance proceeds payable under the Policy.
    
          A Policyowner may allocate a withdrawal among the Divisions and the
General Account. If no such allocation is made, a withdrawal will be allocated
among the Divisions and the General Account in the same proportion that the
Accumulation Value in each Division and the Accumulation Value in the General
Account, less any Policy Debt bears to the total Accumulation Value of the
Policy, less any Policy Debt, on the date of withdrawal. See "FEDERAL TAX
MATTERS--Policy Proceeds".     
    
          Policy Loans.   So long as the Policy remains in force, a Policyowner
may borrow money from Chubb Life at any time after the first policy anniversary
using the Policy as the only security for the loan. Loans have priority over the
claims of any assignee or any other person. Generally, the maximum loan amount
is 90% of the Policy's Cash Value at the end of the Valuation Period during
which the loan request is received. The maximum amount which may be borrowed at
any given time is the maximum loan amount reduced by any outstanding Policy
Debt.      

          Proceeds of policy loans ordinarily will be disbursed within seven
days from the Date of Receipt of a request for a loan by Chubb Life, although
payments may be postponed under certain circumstances. See "OTHER MATTERS--
Postponement of Payments". Chubb Life may, in its discretion, permit loans to
be made by telephone if the proper authorization form is on file with Chubb
Life. So long as the Policy remains in force, the loan may be repaid in whole or
in part without penalty at any time while an Insured is living.

          When a policy loan is made, a portion of the Policy's Accumulation
Value sufficient to secure the loan will be transferred to the General Account.
A policy loan removes the proceeds from the investment experience of Separate
Account C which will have a permanent effect on the Accumulation Value and Death
Benefit even if the loan is repaid. Any loan interest that is due and unpaid
will also be so transferred. Accumulation Value equal to Policy Debt in the
General Account will accrue interest daily at an annual rate of 6%. The
Policyowner may allocate a policy loan among the Divisions and the General
Account. If no such allocation is made the loan will be allocated among the
Divisions and the General Account in the same proportion that the Accumulation
Value in each Division and the Accumulation Value in the General Account less
Policy Debt bears to the total Accumulation Value of the Policy, less Policy
Debt, on the date of the loan.
    
          Chubb Life will charge interest on any outstanding policy loan with
such interest compounded annually. There are two types of loans available. A
Type A loan is charged the same interest rate as the interest credited to the
amount of Accumulation Value held in the General Account to secure loans. The
unloaned Type A balance is the Cash Value, less the threshold, and less the sum
of any outstanding Type A loans.  The threshold is the Guideline Single Premium
for this policy at issue as defined in Section 7702 of the Internal Revenue Code
of 1986 entitled "Life Insurance Contract Defined."  Any other loans are Type B
loans. A Type B loan is charged an interest rate of 6.85%. It is possible for
one loan request to result in both a Type A and a Type B loan. A request for a
loan will be granted first as a Type A loan, to the extent available, and then
as a Type B loan. Once a policy loan is granted, it remains a Type A or Type B
until it is repaid. Increases in the Specified Amount will affect the
determination of the amount available for a Type A loan; however, decreases in
the Specified Amount will not have any such effect.      
<PAGE>
 
    
Interest is due and payable at the end of each policy year, and any interest not
paid when due becomes loan principal.      

          Where applicable, loans are subject to conditions and requirements of
the Employee Retirement Income Security Act of 1974 ("ERISA"), as well as the
terms of any retirement plan in connection with which the Policy has been
purchased. The ERISA rules relating to loans are complex and vary depending on
the individual circumstances of each Policy. Employers and Policyowners should
consult with qualified advisers before exercising the loan privileges.

          Policy Debt equals the total of all outstanding policy loans and
accrued interest on policy loans. If Policy Debt exceeds Cash Value, Chubb Life
will notify the Policyowner and any assignee of record. A payment at least equal
to the amount of excess Policy Debt above the Cash Value must be made to Chubb
Life within 61 days from the date Policy Debt exceeds Cash Value, otherwise, the
Policy will lapse and terminate without value. In such event, the Policyowner
may be taxed on the total appreciation under the Policy. The Policy may,
however, later be reinstated, subject to satisfactory proof of insurability and
the payment of a reinstatement premium. See "THE POLICIES--Reinstatement".

          So long as the Policy remains in force, Policy Debt may be repaid in
whole or in part at any time during an Insured's life. If there is any existing
Policy Debt, premium payments in the amount of the Planned Periodic Premium,
received at the Premium Frequency, will be applied as premium. Premium payments
in excess of the Planned Periodic Premium or premium payments received other
than at the Premium Frequency, will first be applied as policy loan repayments,
then as premium when the Policy Debt is repaid. For Policyowners with both Type
A and Type B loans, repayments of the loan will be applied first to Type B loans
and then to Type A loans. Upon repayment, the Policy's Accumulation Value
securing the repaid portion of the debt in the General Account will be
transferred to the Divisions and the General Account using the same percentages
used to allocate Net Premiums. Any outstanding Policy Debt is subtracted from
life insurance proceeds payable at the Insured's or last surviving Insured's
death, from Accumulation Value upon surrender, and from Cash Value payable at
maturity.


                                 OTHER MATTERS

          Voting Rights.   To the extent required by law, Chubb Life will vote
the Trust shares held in the various Divisions at regular and special
shareholder meetings of the Trust in accordance with instructions received from
persons having voting interests in Separate Account C. If, however, the 1940 Act
or any regulation thereunder should be amended or if the present interpretation
thereof should change and, as a result, Chubb Life determines that it is
permissible to vote the Trust shares in its own right, it may elect to do so.
The number of votes on which each Policyowner has the right to instruct will be
determined by dividing the Policy's Accumulation Value in a Division by the net
asset value per share of the corresponding Portfolio in which the Division
invests, or as otherwise required by law. Fractional shares will be counted. The
number of votes on which the Policyowner has the right to instruct will be
determined as of the date coincident with the date established by the Trust for
determining shareholders eligible to vote at the meeting of the Trust. Voting
instructions will be solicited by written communications prior to such meeting
in accordance with procedures established by the Trust. Chubb Life will vote
Trust shares as to which no instructions are received in proportion to the
voting instructions which are received with respect to all Policies
participating in the Trust in accordance with applicable law. Each person having
a voting interest will receive proxy material, reports and other materials
relating to the Trust. The shares held by Chubb Life, including shares for which
no voting instructions have been received, shares held in Separate Account C
representing charges imposed by Chubb Life against Separate Account C under the
Policies and shares held by Chubb Life that are not otherwise attributable to
Policies, will also be voted by Chubb Life in proportion to instructions
received from the owners of variable life insurance policies funded through
Separate Account C. Chubb Life reserves the right to vote any or all such shares
at its discretion to the extent consistent with then current interpretations of
the 1940 Act and rules thereunder.

          Chubb Life may, when required by state insurance regulatory
authorities, disregard voting instructions if the
<PAGE>
 
instructions require that shares be voted so as to cause a change in
subclassification or investment objective of the Trust or disapprove an
investment advisory contract of the Trust. In addition, Chubb Life may disregard
voting instructions in favor of changes initiated by a Policyowner in the
investment policy or the investment adviser of the Trust if Chubb Life
reasonably disapproves of such changes. A change would be disapproved only if
the proposed change is contrary to state law or prohibited by state regulatory
authorities or Chubb Life determined that the change would be inconsistent with
the investment objectives of Separate Account C or would result in the purchase
of securities for Separate Account C which vary from the general quality and
nature of investments and investment techniques utilized by other separate
accounts created by Chubb Life or any affiliate of Chubb Life which have similar
investment objectives. In the event that Chubb Life does disregard voting
instructions, a summary of that action and the reason for such actions will be
included in the next semi-annual report to the Policyowner.

          Additions, Deletions or Substitutions of Investments.   Chubb Life
reserves the right, subject to compliance with applicable law, to make additions
to, deletions from, or substitutions for the shares held by any Division or
which any Division may purchase. If shares of the Trust should no longer be
available for investment or if, in the judgment of Chubb Life's management,
further investment in shares of the Trust should become inappropriate in view of
the purposes of the Policy, Chubb Life may substitute shares of any other
investment company for shares already purchased, or to be purchased in the
future under the Policies. No substitution of securities will take place without
notice to and consent of Policyowners and without prior approval of the
Commission, all to the extent required by the 1940 Act. Any surrender due to a
change in a Portfolio's investment policy will incur any applicable Surrender
Charges.

          Each class of Trust shares is subject to certain investment
restrictions which may not be changed without the approval of the majority of
the holders of such class. See the accompanying Prospectus for the Trust.

          Annual Report.   Each year a report will be sent to the Policyowner
which shows the current Accumulation Value, Cash Value, premiums paid and all
charges since the last annual report as well as the balance of outstanding
policy loans. Chubb Life will also send to the Policyowner the reports required
by the 1940 Act.

          Confirmation.   Confirmation notices (or other appropriate
notification) will be mailed promptly at the time of the following transactions:

          (1)      policy issue;

          (2)      receipt of premium payments;

          (3)      initial allocation among Divisions on the Allocation Date;

          (4)      transfers among Divisions;

          (5)      change of premium allocation;

          (6)      change between Option I and Option II;

          (7)      increases or decreases in Specified Amount;

          (8)      withdrawals, surrenders or loans;

          (9)      receipt of loan repayments; and

          (10)     reinstatements; and

          (11)     redemptions due to insufficient funds.
<PAGE>
 
          Limitation on Right to Contest.   Chubb Life will not contest or
revoke the insurance coverage provided under the Policy, except for any
subsequent increase in Specified Amount, after the Policy has been in force
during the lifetime of each Insured for a period of two years from the date it
is issued. Any increase in the Specified Amount will not be contested after such
increase has been in force during the lifetime of each Insured for two years
following the effective date of the increase. Any increase will be contestable
within the two year period only with regard to statements concerning this
increase.

          Misstatements.   If the age or sex of an Insured has been misstated in
an application, including a reinstatement application, Chubb Life will adjust
the benefits payable to reflect the correct age or sex.

          Suicide.   The Policy does not cover the risk of suicide within two
years from the date the Policy is issued or two years from the date of any
increase in Specified Amount with respect to such increase, whether the Insured
is sane or insane, unless otherwise specified by state law. In the event of
suicide of any Insured within two years of the date the Policy is issued, the
only liability of Chubb Life will be a refund of premiums paid, without
interest, less any Policy Debt and less any withdrawal. In the event of suicide
by any Insured within two years of an increase in Specified Amount, the only
liability of Chubb Life with respect to the increase will be a refund of the
cost of insurance for such increase.

          Under Chubb Heritage II, if the first death is by suicide and the
surviving Insured is classified by Chubb Life as insurable on the Policy Date,
Chubb Life will issue, upon request of the Policyowner and without evidence of
insurability, an individual policy providing coverage on the life of the
surviving Insured equal to the coverage on the Insureds for which premiums or
cost of insurance was refunded.

          Beneficiaries.   The original Beneficiaries and contingent
Beneficiaries are designated by the Policyowner on the application. If changed,
the primary Beneficiary or contingent Beneficiary is as shown in the latest
change filed with Chubb Life. One or more primary or contingent Beneficiaries
may be named in the application. In such case, the proceeds of the Policy will
be paid in equal shares to the survivors in the appropriate beneficiary class
unless requested otherwise by the Policyowner.

          Postponement of Payments.   Payment of any amount upon surrender,
withdrawal, policy loan, or benefits payable at death or maturity may be
postponed whenever: (i) the New York Stock Exchange is closed other than
customary week-end and holiday closings, or trading on the New York Stock
Exchange is restricted as determined by the Commission; (ii) the Commission by
order permits postponement for the protection of Policyowners; or (iii) an
emergency exists, as determined by the Commission, as a result of which disposal
of securities is not reasonably practical or it is not reasonably practicable to
determine the value of net assets in Separate Account C.

          Assignment.   Ownership of the Policy can be assigned or the Policy
can be assigned as collateral security. Chubb Life must be notified in writing
if the Policy has been assigned. Each assignment will be subject to any payments
made or action taken by Chubb Life prior to its notification of such assignment.
Chubb Life is not responsible for the validity of an assignment. A Policyowner's
rights and the rights of the Beneficiary may be affected by an assignment.

          Illustration of Benefits and Values.   The Policyowner may request
illustrations of Death Benefits, Accumulation Values and Cash Values at any time
after the Policy Date. Illustrations will be based on the existing Accumulation
Value and Cash Value at the time of the request and both the maximum and the
then current costs of insurance rates. Although Chubb Life does not currently
charge a fee for such illustrations, it reserves the right to charge an
administrative fee, not to exceed $25, to cover the cost of preparing the
illustrations.

          Non-Participating Policy.   The Policy does not share in any surplus
distributions of Chubb Life. No dividends are payable with respect to the
Policy.
<PAGE>
 
                              THE GENERAL ACCOUNT

Policyowners may allocate Net Premiums and transfer Accumulation Value to the
General Account. Because of exemptive and exclusionary provisions, interests in
the General Account have not been registered under the Securities Act of 1933
and the General Account has not been registered as an investment company under
the 1940 Act. Accordingly, neither the General Account nor any interests therein
are subject to the provisions of these Acts, and Chubb Life has been advised
that the staff of the Securities and Exchange Commission has not reviewed the
disclosures in this Prospectus relating to the General Account. Disclosures
regarding the General Account may, however, be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.

          General Description.   The General Account consists of all assets
owned by Chubb Life other than those in Separate Account C and other separate
accounts which have been or may be established by Chubb Life. Subject to
applicable law, Chubb Life has sole discretion over the investment of the assets
of the General Account.

          A Policyowner may elect to allocate Net Premiums to the General
Account or to transfer Accumulation Value to or from the Divisions and the
General Account. The allocation or transfer of funds to the General Account does
not entitle a Policyowner to share in the investment experience of the General
Account. Instead, Chubb Life guarantees that Accumulation Value in the General
Account will accrue interest daily at an effective annual rate of at least 4%,
independent of the actual investment experience of the General Account. Chubb
Life is not obligated to credit interest at any higher rate, although Chubb Life
may, in its sole discretion, do so.

          If the Policy issued as applied for is not accepted or the "free
look" is exercised, no interest will be credited and Chubb Life will retain any
interest earned on the initial Net Premium.

          General Account Accumulation Value.   The Accumulation Value in the
General Account on the Allocation Date is equal to the portion of the Net
Premium payments, plus interest earned, which have been paid and allocated to
the General Account, less the portion of the first monthly deduction allocated
to the General Account.

          Chubb Life guarantees that interest credited to each Policyowner's
Accumulation Value in the General Account will not be less than an effective
annual rate of at least 4%. Chubb Life may, IN ITS SOLE DISCRETION, credit a
higher rate of interest, although it is not obligated to credit interest in
excess of 4% per year, and might not do so. ANY INTEREST CREDITED ON THE
POLICY'S ACCUMULATION VALUE IN THE GENERAL ACCOUNT IN EXCESS OF THE GUARANTEED
RATE OF 4% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF CHUBB LIFE. THE
POLICYOWNER ASSUMES THE RISK THAT INTEREST CREDITED MAY NOT EXCEED THE
GUARANTEED MINIMUM RATE OF 4% PER YEAR. Accumulation Value in the General
Account that equals indebtedness will be credited interest daily at an effective
annual rate of 6%. The Accumulation Value in the General Account will be
calculated on each Monthly Anniversary Date of the Policy, or on any other date
with consistent adjustments.

          Chubb Life guarantees that, at any time prior to the Maturity Date,
the Accumulation Value in the General Account will not be less than the amount
of the Net Premiums allocated or Accumulation Value transferred to the General
Account, plus interest at the rate of 4% per year, plus any excess interest
which Chubb Life credits and any amounts transferred into the General Account,
less the sum of all charges allocable to the General Account and any amounts
deducted from the General Account in connection with withdrawals or transfers to
Separate Account C.

          Determination of Charges.   The portion of the monthly deduction
attributable to the General Account will be determined as of the actual Monthly
Anniversary Date, even if the Monthly Anniversary Date does not fall on a
Valuation Date.

          Premium Deposit Fund.   As a convenience to Policyowners, Chubb Life
permits Policyowners to deposit
<PAGE>
 
funds in a premium deposit fund ("PDF"), subject to the terms and conditions of
the appropriate agreement. Funds deposited in the PDF earn interest at a minimum
annual rates of 4%, with interest credited on each monthly anniversary date.
Interest on these funds is not tax deferred and will be annually reported on
Form 1099 to the Policyowner. An amount equal to the Planned Periodic Premium
will be transferred on the Policy date to pay premiums on the Policy.
Policyowners may withdraw all or part of the funds from the PDF at any time. No
commissions are earned or paid until premium payments are made pursuant to
transfers from the PDF.


                          DISTRIBUTION OF THE POLICY

          The Policy will be sold by individuals who, in addition to being
licensed as life insurance agents for Chubb Life, are also registered
representatives of Chubb Securities Corporation, the principal underwriter of
the policies, or of broker-dealers who have entered into written sales
agreements with the principal underwriter. Chubb Securities Corporation is a New
Hampshire corporation organized in 1969. Chubb Securities Corporation is
registered with the Securities and Exchange Commission under the Securities and
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. Each broker-dealer with whom Chubb
Securities Corporation has executed a selling agreement will receive as a
commission the full charge of 3% imposed on premiums. Any such broker-dealers
will be registered under the Securities Exchange Act of 1934 and their
representatives selling the Policies will be authorized under applicable
insurance laws and regulations to sell insurance products of this type. It is
not expected that the compensation paid by Chubb Life in connection with such
sales will exceed that described above for sales by Chubb Securities
Corporation's registered representatives.

          Chubb Life and Separate Account C have entered into a Distribution
Agreement with Chubb Securities Corporation which continues until terminated by
any party on 60 days notice. Chubb Securities Corporation is not obligated to
sell any specified amount of Policies and may not assign its responsibilities
under the Distribution Agreement. Chubb Life reimburses Chubb Securities
Corporation for its expenses under the Distribution Agreement.

          Chubb Securities Corporation is engaged in the sale and distribution
of various other securities, including other flexible premium variable life
policies. It acts as principal underwriter for other flexible premium variable
life policies and variable annuity contracts issued by Chubb Life (and its
affiliated insurance companies) and for the Chubb America Fund, Inc. and the
Chubb Investment Funds, Inc. mutual funds. It sells a number of mutual fund
shares as well as shares of other securities and limited partnership interests
in both public and private limited partnerships. Mutual fund shares available
for sale by Chubb Securities Corporation are sold pursuant to non-exclusive
selling agreements with the distributors of the mutual funds.

          Group or Sponsored Arrangements.   Policies may be purchased under
group or sponsored arrangements, as well as on an individual basis. A "group
arrangement" includes a program under which a trustee, employer or similar
entity purchases individual Policies covering a group of individuals on a group
basis. Examples of such arrangements are employer-sponsored benefit plans and
deferred compensation plans. A "sponsored arrangement" includes a program
under which an employer permits group solicitation of its employees or an
association permits group solicitation of its members for the purchase of
Policies on an individual basis.

          Chubb Life may reduce the following types of charges for Policies
issued in connection with group or sponsored arrangements: the sales charge, the
cost of insurance charge, surrender or withdrawal charges, administrative
charges for withdrawal or transfer, the guaranteed death benefit charge and
charges for optional rider benefits. Chubb Life may also issue Policies in
connection with group or sponsored arrangements on a "non-medical" or
guaranteed issue basis. Due to the underwriting criteria established for
Policies issued on a non-medical, guaranteed issue basis, actual monthly cost of
insurance charges may be higher than the current cost of insurance charges under
otherwise identical Policies that are medically underwritten. In addition, Chubb
Life may also specify different minimum Specified Amounts at issue for Policies
issued in connection with group or sponsored arrangements.
<PAGE>
 
          Certain charges or underwriting requirements set forth in this
Prospectus may also be reduced or eliminated for Policies issued in connection
with an exchange of another Chubb Life policy or contract or policies or
contracts of any affiliates of Chubb Life.

          The amounts of any reduction, the charges to be reduced, the
elimination or modification of underwriting requirements, and the criteria for
applying a reduction or modification will generally reflect the reduced sales
and administrative effort, costs and differing mortality experience appropriate
to the circumstances giving rise to the reduction or modification. The charges
will be reduced in accordance with Chubb Life's company practice in effect when
the Policy is issued. The elimination or modification of underwriting
requirements will be done in accordance with Chubb Life's administrative
procedures with respect to underwriting when the Policy is issued. Reductions
and modifications will not be made where prohibited by applicable law and will
not be unfairly discriminatory against any person including the purchasers to
whom the reduction or modification applies and all other Owners of the Policy.
<PAGE>
 
                           MANAGEMENT OF CHUBB LIFE

                Executive Officers and Directors of Chubb Life

                                   Directors
<TABLE>
<CAPTION>
                        Principal Occupation and     
                        ------------------------
Name                    Business Address       
- ----                    ----------------        
<C>                     <S> 
John C. Beck..........  Managing Partner
                        Beck, Mack & Oliver
                        330 Madison Avenue-31st Floor
                        New York, NY 10017-5001

*Percy Chubb, III.....  Vice Chairman
                        The Chubb Corporation
                        (also serves as Vice Chairman of Chubb Life Insurance
                        Company of America)
                        15 Mountain View Road
                        P.O. Box 1615
                        Warren, New Jersey 07061-1615

Joel J. Cohen.........  Managing Director
                        Donaldson, Lufkin & Jenrette Securities Corporation
                        140 Broadway, 49th Floor
                        New York, NY 10005

Henry U. Harder.......  Retired, Former Chairman
                        The Chubb Corporation
                        15 Mountain View Road
                        P.O. Box 1615
                        Warren, New Jersey 07061-1615
                      
David H. Hoag.........  Chairman, President & CEO
                        The LTV Corporation
                        25 West Prospect Avenue
                        Cleveland, OH 44115

Robert V.Lindsay......  Former President
                        J.P. Morgan & Co., Inc.
                        Altamont Road
                        Millbrook, NY 12545

Thomas C. MacAvoy.....  Professor
                        Darden Graduate School of Business Administration
                        University of Virginia
                        Box 6550
                        Charlottesville, VA 22906-6550
 
Gertrude G. Michelson   R.H. Macy & Co., Inc.
                        Herald Square--13th Floor
</TABLE>
<PAGE>
 
<TABLE>     
<C>                     <S> 
                        New York, NY 10001

*Dean R. O'Hare.......  Chairman and President
                        The Chubb Corporation
                        (also serves as Chairman of Chubb Life Insurance Company
                        of America)
                        15 Mountain View Road
                        P.O. Box 1615
                        Warren, NJ 07061-1615

Warren B. Rudman......  Partner
                        Paul, Weiss, Rifkind, Wharton & Garrison
                        1615 L Street, N.W.,
                        Suite 1300
                        Washington, D.C. 20036

Sir David G. Scholey,CBE     Chairman
                             S.G. Warburg Group plc
                             One Finsbury Avenue
                             London EC2M 2PA England

Raymond G.H. Seitz......     Former Ambassador of the United States of America
                             10 Trevor Square
                             London SW7 IDT, England
                            
Lawrence M. Small.......     President and Chief Operating Officer
                             Federal National Mortgage Association
                             3900 Wisconsin Avenue, N.W.
                             Washington, DC 20016

Richard D. Wood.........     Former Chairman
                             Eli Lilly and Company
                             Lilly Corporate Center
                             Indianapolis, IN 46285
</TABLE>      
 
<PAGE>
 
                                 -------------
                       *Executive Officer of Chubb Life


                   Executive Officers (Other Than Directors)
<TABLE>     
<CAPTION>
Name
- ----
<S>                          <C>
Theresa M. Stone...........  President and Chief Executive Officer

David S. Fowler............  Vice Chairman

Randell G. Craig...........  Executive Vice President and Chief Operating
                             Officer

Richard V. Werner..........  Executive Vice President and Chief Financial
                             Officer

Ronald R. Angarella........  Senior Vice President

Frederick H. Condon........  Senior Vice President, General Counsel and
                             Secretary

Charles C. Cornelio........  Senior Vice President, Assistant Secretary and
                             Chief Administrative Officer

Ronald H. Emery............  Vice President

Gregory W. Johnson.........  Senior Vice President

Vincent G. Mace, Jr........  Senior Vice President, Group Actuary

Warren L. Reynolds.........  Senior Vice President

Arthur V. Anderson.........  Vice President and Corporate Actuary

Douglas H. Blampied........  Vice President

Thomas M. Bodrogi..........  Vice President

Mark Connolly..............  Vice President

Edwin E. Creter............  Vice President

Ned I. Gerstman............  Vice President

Glenn Hilsinger............  Vice President

Donald M. Kane.............  Vice President

Patrick A. Lang............  Vice President

Deborah A. Leitch..........  Vice President

Justin J. Manjorin.........  Vice President

Donna L. Metcalf...........  Vice President

Christopher J. Moakley..........  Vice President

Thomas E. Murphy, Jr. M.D.......  Vice President, Associate Medical Director

Herbert B. Olson................  Vice President and Group Actuary

Robert R. Rodgers...............  Vice President

Russell C. Simpson..............  Vice President and Treasurer

James S. Smith..................  Vice President

William A. Spencer..............  Vice President

John A. Thomas..................  Vice President

Ernest J. Tsouros...............  Vice President

David G. Underwood, MD..........  Vice President and Medical Director

John W. Wells...................  Vice President

</TABLE>      

   The officers and employees of Chubb Life who have access to the assets of
Separate Account C are covered by a fidelity bond issued by Aetna Casualty and
                 Surety Company in the amount of $35,000,000.
<PAGE>
 
                        STATE REGULATION OF CHUBB LIFE

          Chubb Life Insurance Company of America is governed under the laws of
the state of New Hampshire and is subject to regulation by the Insurance
Commissioner of New Hampshire. An annual statement is filed with the New
Hampshire Insurance Commissioner on or before March 1 of each year covering the
operations and reporting on the financial condition of Chubb Life as of December
31 of the preceding year. Periodically, the Commissioner examines the assets and
liabilities of Chubb Life and Separate Account C and verifies their adequacy and
a full examination of Chubb Life's operations is conducted by the Commissioner
at least every five years.

          In addition, Chubb Life is subject to the insurance laws and
regulations of other states within which it is licensed to operate. Generally,
the insurance department of any other state applies the laws of the state of
domicile in determining permissible investments.


                              FEDERAL TAX MATTERS

          Tax Considerations.   The following description is a brief summary of
some of the tax rules, primarily related to federal income taxes under the Code,
which, in the opinion of Chubb Life, are currently in effect and is not intended
as tax advice. Chubb Life believes that, as discussed below, the Policy will in
general receive favorable tax treatment under the Code. Because there are issues
as to which the law is still developing or may change, however, and because this
information is not intended as tax advice, Chubb Life recommends that the
Policyowner or prospective Policyowner rely only on the advice of a qualified
tax adviser.

          Policy Proceeds.   The Policy contains provisions not found in
traditional life insurance policies providing only for fixed benefits. However,
under the Code, the Policy should qualify as a life insurance contract for
federal income tax purposes, with the result that all Death Benefits paid under
the Policy will generally be fully excludable from the gross income of the
Policy's Beneficiary for federal income tax purposes and, as long as the Policy
remains in force, income earned on the Policy will not be subject to federal
income tax unless and until there is a distribution from the Policy.
Policyowners should consult with their own tax advisers in this regard.
    
          The federal income tax treatment of a distribution from the Policy
will depend on whether a Policy is a life insurance policy and also if it is
determined to be a "modified endowment contract," as defined by the Code.
Chubb Life will notify a Policyowner if the amount of premiums paid in would
cause a Policy to be a modified endowment contract and will allow a refund of
the excess premium.  The Policyowner may also choose to have the Policy treated
as a modified endowment contract.      
    
          A modified endowment contract is a life insurance policy which fails
to meet a "seven-pay" test.  In general, a policy will fail the seven-pay test
if the cumulative amount of premiums paid under the policy at any time during
the first seven policy years exceeds a calculated premium level.  The calculated
seven-pay premium level is based on a hypothetical policy issued on the same
insured persons and for the same initial death benefit which, under specified
conditions (which include the absence of expense and administrative charges),
would be fully paid for after seven years.  Your policy will be treated as a
modified endowment unless the cumulative premiums paid under your policy, at all
times during the first seven policy years, are less than or equal to the
cumulative seven-pay premiums which would have been paid under the hypothetical
policy on or before such times.      
    
          Whenever there is a "material change" under a policy, it will
generally be treated as a new contract for purposes of determining whether the
policy is a modified endowment, and subject to a new seven-pay premium period
and a new seven-pay limit.  The new seven-pay limit would be determined taking
into account, under a downward adjustment formula, the Policy Account Value of
the policy at the time of such change.  A materially changed policy would be
considered a modified endowment if it failed to satisfy the new seven-pay limit.
A material change could occur as a result of a change in death benefit option,
the selection of additional benefits, the restoration of a      
<PAGE>
     
terminated policy and certain other changes.     
    
          If the benefits under your policy are reduced, for example, by
requesting a decrease in Face Amount, or in some cases by making partial
withdrawals, terminating additional benefits under a rider, changing the death
benefit option, or as a result of policy termination, the calculated seven-pay
premium level will be redetermined based on the reduced level of benefits and
applied retroactively for purposes of the seven-pay test.  If the premiums
previously paid are greater than the recalculated seven-pay premium level limit,
the policy will become a modified endowment. Generally, a life insurance policy
which is received in exchange for a modified endowment or a modified endowment
which terminates and is restored, will also be considered a modified 
endowment.     

          If a policy is deemed to be a modified endowment contract, any
distribution from the policy will be taxed in a manner comparable to
distributions from annuities (i.e., on an "income-first" basis); distributions
for this purpose include a loan or partial withdrawal. Any such distributions
will be considered taxable income to the extent accumulation value under the
policy exceeds investment in the policy.

          A 10% penalty tax will apply to the taxable portion of such a
distribution. No penalty will apply to distributions (i) to taxpayers 59 1/2
years of age or older, (ii) in the case of a disability which can be expected to
result in death or to be of indefinite duration or (iii) received as part of a
series of substantially equal periodic annuity payments for the life (or life
expectancy) of the taxpayer or the joint lives (or joint life expectancies) of
the taxpayer and his beneficiary.

          To the extent a policy becomes a modified endowment contract, any
distribution, including any loan, which occurs in the policy year it becomes a
modified endowment contract and in any year thereafter, will be taxable income
to the policyowner. Also, any distributions within two years before a policy
becomes a modified endowment contract will also be income taxable to the
policyowner. The Secretary of the Treasury has been authorized to prescribe
rules which would similarly treat other distributions made in anticipation of a
policy becoming a modified endowment contract. For purposes of determining the
amount of any distribution includable in income, all modified endowment contract
policies that fail the above-described tests which are issued by the same
insurer, or its affiliates, to the same policyowner during any calendar year are
treated as one contract. The Secretary of the Treasury is also authorized to
issue regulations in this connection.

          In addition to the distribution rules for modified endowment
contracts, the Code and proposed regulations thereunder require that reasonable
mortality and other charges be used in satisfying the definition of life
insurance. The death benefit under a policy which meets this definition will
continue to be excluded from the beneficiary's gross income. Chubb Life believes
that the Policies meet this definition. However, there is uncertainty as to the
meaning of "reasonable mortality charges" and resultant uncertainties as to
Chubb Heritage II's qualification if a different definition is adopted by the
Treasury Department. As long as a Policy does not violate the tests described
above, it will not fail to meet the tests of the Code and the general tax
provisions described herein still apply.

          The foregoing summary does not purport to be complete or to cover all
situations, and, as always, there is some degree of uncertainty with respect to
the application of the current tax laws. In particular, prior to the issuance of
final regulations or other clarifications under certain sections of the Code,
there may be some uncertainties about the tax treatment of the Policy with
respect to the mortality charges, substandard risks and any extension of the
Maturity Date. In addition to the provisions discussed above, the United States
Congress may consider other legislation which, if enacted, could adversely
affect the tax treatment of life insurance policies. Also, the Treasury
Department may amend current regulations or adopt new regulations with respect
to this and other Code provisions. Therefore, Policyowners are advised to
consult a tax adviser or attorney for more complete tax information,
specifically regarding the applicability of the Code provisions to an individual
Policyowner's situation.

          Under normal circumstances, the Policy is not a modified endowment
contract and loans received under the Policy will be construed as indebtedness
of the Policyowner in the same manner as loans under a fixed benefit life
insurance policy and no part of any loan under the Policy is expected to
constitute income to the Policyowner.
<PAGE>
 
Policyholders are advised to consult a tax adviser or attorney regarding the
deduction of interest paid on loans.

          Even if the Policy is not a modified endowment contract, a partial
withdrawal together with a reduction in death benefits during the first 15
policy years may create taxable income for the Policyowner. The amount of that
taxable income is determined under a complex formula and it may be equal to part
or all of, but not greater than, the income on the contract. A partial
withdrawal made after the first 15 policy years will be taxed on a recovery of
premium-first basis, and will only be subject to federal income tax to the
extent such proceeds exceed the total amount of premiums the Policyowner has
paid that have not been previously withdrawn.

          If a Policyowner makes a partial withdrawal, surrender, loan or
exchange of the Policy, Chubb Life may be required to withhold federal income
tax from the portion of the money received by the Policyowner that is includable
in the Policyowner's federal gross income. A Policyowner who is not a
corporation may elect not to have such tax withheld; however, such election must
be made before Chubb Life makes the payment. In addition, if a Policyowner fails
to provide Chubb Life with a correct taxpayer identification number (usually a
social security number) or if the Treasury notifies Chubb Life that the taxpayer
identification number which has been provided is not correct, the election not
to have such taxes withheld will not be effective. In any case, a Policyowner is
liable for payment of the federal income tax on the taxable portion of money
received, whether or not an election to have federal income tax withheld is
made. If a Policyowner elects not to have federal income tax withheld, or if the
amount withheld is insufficient, then the Policyowner may be responsible for
payment of estimated tax. A Policyowner may also incur penalties under the
estimated tax rules if the withholding and estimated tax payments are
insufficient. Chubb Life suggests that Policyowners consult with a tax adviser
or attorney as to the tax implications of these matters.

          In the event that a Policy is owned by the trustee under a pension or
profit sharing plan, or similar deferred compensation arrangement, the tax
consequences of ownership or receipt of proceeds under the Policy could differ
from those stated herein. However, if ownership of such a Policy is transferred
from the plan to a plan participant (upon termination of employment, for
example), the Policy will be subject to all of the federal tax rules described
above. A Policy owned by a trustee under such a plan may be subject to
restrictions under ERISA and a tax adviser should be consulted regarding any
applicable ERISA requirements.

          The Policy may also be used in various arrangements, including
nonqualified deferred compensation or salary continuation plans, split dollar
insurance plans, executive bonus plans and others, where the tax consequences
may vary depending on the particular facts and circumstances of each individual
arrangement. A tax adviser should be consulted regarding the tax attributes of
any particular arrangement where the value of it depends in part on its tax
consequences.

          Federal estate and local estate, inheritance and other tax
consequences of ownership or receipt of policy proceeds depend upon the
circumstances of each Policyowner and Beneficiary.

          Current Treasury regulations set standards for diversification of the
investments underlying variable life insurance policies in order for such
policies to be treated as life insurance. Chubb Life believes it presently is in
compliance with the diversification requirements as set forth in the regulations
and intends to remain in compliance with such diversification requirements. If
the diversification requirements are not satisfied, the Policy would not be
treated as a life insurance contract. As a consequence to the Policyowner,
income earned on a Policy would be taxable to the Policyowner in the calendar
quarter in which the diversification requirements were not satisfied, and for
all subsequent calendar quarters.

          The Secretary of the Treasury may issue a regulation or a ruling which
will prescribe the circumstances in which a policyowner's control of the
investments of a segregated asset account may cause the policyowner, rather than
the insurance company, to be treated as the owner of the assets of the account.
The regulation or ruling could impose requirements that are not reflected in the
Policy, relating, for example, to such elements of policyowner control as
premium allocation, investment selection, transfer privileges and investments in
a division focusing on a particular investment sector. It has also been
suggested that, in certain circumstances, control over the investment adviser
might
<PAGE>
 
constitute prohibited policyowner control. Chubb Life believes that policyowner
control will not exist under the Policy. Because failure to comply with any such
regulation or ruling presumably would cause earnings on a Policyowner's interest
in Separate Account C to be includable in the Policyowner's gross income in the
year earned, Chubb Life has reserved certain rights to alter the Policy and
investment alternatives so as to comply with such regulation or ruling. Chubb
Life believes that any such regulation or ruling would apply prospectively.
Since the regulation or ruling has not been issued, there can be no assurance as
to the content of such regulation or ruling or even whether application of the
regulation or ruling will be prospective. For these reasons, Policyowners are
urged to consult with their own tax advisers.

          A Policyowner may elect to exchange Chubb Heritage II for two
individual Chubb Heritage I policies provided the conditions under the Policy
Exchange Option Rider are met. This could have adverse tax consequences
including, but not limited to, the recognition of taxable income in an amount up
to any taxable gain in the Policy at the time of the exchange.

          Charge for Chubb Life Income Taxes.   Chubb Life is presently taxed as
a life insurance company under the provisions of the Code. The Code specifically
provides for adjustments in reserves for variable policies, and Chubb Life will
include flexible premium life insurance operations in its tax return in
accordance with these rules.

          Currently no charge is made against Separate Account C for Chubb
Life's federal income taxes, or provisions for such taxes, that may be
attributable to Separate Account C. Chubb Life may charge each Division for its
portion of any income tax charged to Chubb Life on the Division or its assets.
See "CHARGES AND DEDUCTIONS--Premium Charges" for a description of the Federal
DAC tax charge deducted from premium payments. Under present laws, Chubb Life
may incur state and local taxes (in addition to premium taxes) in several
states. At present, these taxes are not significant. If they increase, however,
Chubb Life may decide to make charges for such taxes or provisions for such
taxes against Separate Account C. Chubb Life would retain any investment
earnings on any tax charges accumulated in a Division. Any such charges against
Separate Account C or its Divisions could have an adverse effect on the
investment experience of such Division.


                            EMPLOYMENT BENEFIT PLANS

          Employers and employee organizations should consider, in consultation
with counsel, the impact of Title VII of the Civil Rights Act of 1964 on the
purchase of a Policy in connection with an employment-related insurance or
benefit plan. The United States Supreme Court held, in a 1983 decision, that,
under Title VII, optional annuity benefits under a deferred compensation plan
could not vary on the basis of sex.


                               LEGAL PROCEEDINGS

          There are no legal proceedings to which Separate Account C is a party
or to which the assets of any of the Divisions are subject. Chubb Life is not
involved in any litigation that is of material importance in relation to its
total assets or that relate to Separate Account C.
<PAGE>
 
                                    EXPERTS

         

          Actuarial matters included in this Prospectus have been examined by
Michael J. LeBoeuf, FSA, MAAA as stated in the opinion filed as an exhibit to
the Registration Statement.


                             REGISTRATION STATEMENT

          A Registration Statement has been filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, with respect
to the Policy offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the amendments and
exhibits to the Registration Statement to all of which reference is made for
further information concerning Separate Account C, Chubb Life and the Policy
offered hereby. Statements contained in this Prospectus as to the contents of
the Policy and other legal instruments are summaries. For a complete statement
of the terms thereof reference is made to such instruments as filed.


                              FINANCIAL STATEMENTS

          The financial statements of Chubb Life which are included in the
Prospectus should be considered only as bearing on the ability of Chubb Life to
meet its obligations under the Policy. They should not be considered as bearing
on the investment experience of the assets held in Separate Account C.

         
<PAGE>
 
            (Financial Statements of Chubb Life Insurance Company 
                        of America to be supplied here)
<PAGE>













 



    
     Financial Statements of Chubb Separate Account C to be supplied here)      
<PAGE>
 
                                    PART II

                       CONTENTS OF REGISTRATION STATEMENT

     This Registration Statement comprises the following pages and documents:

     The facing sheet

     The prospectus consisting of _______ pages

     The undertaking to file reports

     The undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933
regarding indemnification/2/

     The signatures

     Written consents of the following persons:

         (a) Michael J. LeBoeuf, FSA, MAAA, contained in Exhibit 6 below.

         (b) Ernst & Young LLP (to be filed by amendment)

     The following exhibits:

     1. The following exhibits correspond to those required by paragraph A of
the instructions as to exhibits in Form N-8B-2:

     (a) Certified Copy of Resolution of the Executive Committee of the Board of
Directors of Chubb Life Insurance Company of America establishing Chubb Separate
Account C.

     (b) Not Applicable

     (c) (i) Form of Distribution Agreement among Chubb Life Insurance Company
of America, Chubb Separate Account C, and Chubb Securities Corporation.

         (ii) Specimen Variable Contracts Selling Agreement between Chubb
Securities Corporation and Selling Broker-Dealers.

         (iii) Specimen District Manager's Agreement of Chubb Securities
Corporation.

         (iv) Specimen Registered Representative's Agreement of Chubb Securities
Corporation.

         (v) Schedule of Commissions.
  
     (d) Not Applicable

     (e) (i) Specimen flexible premium variable life insurance policy.

         (ii) Specimen joint and last survivor flexible premium variable life
insurance policy.

         (iii) Forms of Riders
<PAGE>
 
     (f) (i) Amended and Restated Charter, with all amendments, of Chubb Life
Insurance Company of America (incorporated by reference to Exhibit 1(f)(i) of
Chubb Separate Account A's Post Effective Amendment No. 6 to the Registration
Statement on Form S-6, filed February 28, 1992, Registration No. 33-7734).

         (ii) By-Laws of Chubb Life Insurance Company of America (incorporated
by reference to Exhibit 1(f)(ii) of Chubb Separate Account A's Post Effective
Amendment No. 6 to the Registration Statement on Form S-6, filed February 28,
1992, Registration No. 33-7734).

     (g) Not Applicable

     (h)
         (i) Investment Management Agreement between Chubb Series Trust and
Chubb Investment Advisory Corporation with respect to the Resolute Treasury
Money Market Portfolio./1/

         (ii) Investment Management Agreement tetween Chubb Series Trust and
Chubb Investment Advisory Corporation with respect to the Resolute Bond
Portfolio./1/

         (iii) Investment Management Agreement between Chubb Series Trust and
Chubb Investment Advisory Corporation with respect to the Resolute Equity
Portfolio./1/

         (iv) Investment Management Agreement tetween Chubb Series Trust and
Chubb Investment Advisory Corporation with respect to the Resolute Small Company
Portfolio./1/

         (v) Form of Investment Management Agreement between Chubb Series Trust
and Chubb Investment Advisory Corporation with respect to the Resolute
International Equity Portfolio./1/

         (vi) Sub-Investment Management Agreement among Chubb Series Trust,
Chubb Investment Advisory Corporation and Morgan Guaranty Trust Company of New
York with respect to the Resolute Treasury Money Market Portfolio./1/

         (vii) Sub-Investment Management Agreement among Chubb Series Trust,
Chubb Investment Advisory Corporation and Morgan Guaranty Trust Company of New
York with respect to the Resolute Bond Portfolio./1/

         (viii) Sub-Investment Management Agreement among Chubb Series Trust,
Chubb Investment Advisory Corporation and Morgan Guaranty Trust Company of New
York with respect to the Resolute Equity Portfolio./1/

         (ix) Sub-Investment Management Agreement among Chubb Series Trust,
Chubb Investment Advisory Corporation and Morgan Guaranty Trust Company of New
York with respect to the Resolute Small Company Portfolio./1/

         (x) Sub-Investment Management Agreement among Chubb Series Trust,
Chubb Investment Advisory Corporation and Morgan Guaranty Trust Company of New
Yoerk with respect to the Resolute International Equity Portfolio./1/

         (xi) Custodial Services Agreement between Chubb Series Trust, and
Morgan Guaranty Trust Company of New York./2/

     (i) Not applicable

     (j) Application

     2. Specimen Policy (Same as 1(e)).
<PAGE>
 
     3. Opinion of counsel as to securities being registered.

     4. Not applicable.

     5. Not applicable.

     6. Actuarial opinions and consents of Michael J. LeBoeuf, FSA, MAAA.

     7. Consent of Ernst & Young LLP, (to be filed by amendment)

     8. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) under the
        1940 Act.

     9. Representations, description and undertakings regarding mortality and
        expense risk charge, pursuant to Rule 6e-3(T)(b)(13)(iii)(F).

    10. Form of Reinsurance Agreement.

    11. Powers of Attorney.

    12. Memorandum regarding reliance on Order of the Commission.
- -------------
/1/  Incorporated by reference to Registrant's Pre-effective Amendment No. 2 to
     the Registration Statement on Form N-1A, of Chubb Series Trust filed on
     July 22, 1994, File No. 33-72834.

/2/  Incorporated by reference to the Registration Statement on Form N-1A of
     Chubb Series Trust, filed on December 10, 1993, File No. 33-72834.
<PAGE>
 
                                   APPENDIX A

                     ILLUSTRATIONS OF ACCUMULATION VALUES
                        CASH VALUES AND DEATH BENEFITS

          Following are a series of tables that illustrate how the accumulation
values, cash values and death benefits of a policy change with the investment
performance of the Trust. The tables show how the accumulation values, cash
values and death benefits of a Policy issued to an insured(s) of a given age(s)
and given premium would vary over time if the return on the assets held in each
Portfolio of the Trust were a constant gross annual rate of 0%, 6%, and 12%. The
tables on pages A-2 through A-7 illustrate a Chubb Heritage I Policy issued to a
male, age 35, under a standard rate non-smoker underwriting risk classification.
The tables on pages A-8 through A-13 illustrate a Chubb Heritage II Policy
issued to a male, age 40, under a standard rate non-smoker underwriting risk
classification and a female, age 35, under a standard rate non-smoker
underwriting risk classification. The accumulation values, cash values and death
benefits would be different from those shown if the returns averaged 0%, 6%, and
12% over a period of years, but fluctuated above and below those averages for
individual policy years.

          The amount of the accumulation value exceeds the cash value during the
first five policy years due to the surrender charge. For policy years six and
after, the accumulation value and cash value are equal, since the surrender
charge has been reduced to zero.
    
          The second column shows the accumulation value of the premiums paid at
the stated interest rate. The third and sixth columns illustrate the
accumulation values and the fourth and seventh columns illustrate the cash
values of the Policy over the designated period. The accumulation values shown
in the third column and the cash values shown in the fourth column assume the
monthly charge for cost of insurance is based upon the current cost of insurance
rates and assume a monthly deduction adjustment which varies based on the
Specified Amount of the Policy. The current cost of insurance rates, which may
be modified at any time, are based on the sex, issue age, policy year, and
rating class of the Insured(s). The accumulation values shown in the sixth
column and the cash values shown in the seventh column assume the monthly charge
for cost of insurance is based upon the maximum cost of insurance rates
allowable, which are based on the Commissioner's 1980 Standard Ordinary
Mortality Table. The fifth and eighth columns illustrate the death benefit of a
Policy over the designated period. The illustrations of death benefits reflect
the same assumptions as the accumulation values and cash values. The death
benefit values also vary between tables, depending upon whether Option I or
Option II death benefits are illustrated.     

          The amounts shown for the death benefit, accumulation values, and cash
values reflect the fact that the net investment return of the Divisions of
Separate Account C is lower than the gross rates of return on the assets in the
Trust, as a result of expenses paid by the Trust and charges levied against the
Divisions of Separate Account C.

          The policy values shown take into account a daily investment advisory
fee equivalent to the maximum annual rate of .62% of the aggregate average daily
net assets of the Portfolios of the Trust plus an assumed charge of .30% of the
aggregate average daily net assets to cover expenses incurred by the Trust. The
 .62% investment advisory fee is an average of the individual investment advisory
fees of the five Portfolios. See the attached Prospectus for the Trust for a
description of the assumption of expenses of the Trust in excess of specified
annual rates averaging .92%. The policy values also take into account a daily
charge to each Division of Separate Account C for assuming mortality and expense
risks which is equivalent to a charge at an annual rate of .65% of the average
net assets of the Divisions of Separate Account C. After deduction of these
amounts, the illustrated gross investment rates of 0%, 6%, and 12% correspond to
approximate net annual rates of -1.57%, 4.43%, and 10.43%, respectively.

          The hypothetical values shown in the tables do not reflect any charges
for federal income taxes or other taxes other than the DAC tax. However, if, in
the future, any additional charges are made, the gross annual investment
<PAGE>
 
rate of return would have to exceed the stated investment rates by a sufficient
amount to cover the tax charges in order to produce the accumulation values,
cash values and death benefits illustrated.

          The tables illustrate the policy values that would result based on
hypothetical investment rates of return if premiums are paid in full at the
beginning of each year, if all net premiums are allocated to Separate Account C,
and if no policy loans have been made. The values would vary from those shown if
the assumed annual premium payments were paid in installments during a year. The
values would also vary if the Policyowner varied the amount or frequency of
premium payments. The tables also assume that the Policyowner has not requested
an increase or decrease in Specified Amount, that no withdrawals have been made
and no surrender charges imposed, and that no transfers have been made and no
transfer charges imposed.

          Upon request, Chubb Life will provide, without charge, a comparable
illustration based upon the proposed insured's age, sex and rating class, the
Specified Amount requested, the proposed frequency and amount of premium
payments and any available riders requested. Existing policyowners may request
illustrations based on existing cash value at the time of request. Chubb Life
has reserved the right to charge an administrative fee of up to $25 for such
illustrations.
<PAGE>
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; GUIDELINE PREMIUM TEST                               ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:       12% (10.43% net)         
$1,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $12,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFITS(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             11,889         11,289      1,000,000           10,598             9,998       1,000,000
  2               25,830             24,942         24,462      1,000,000           22,240            21,760       1,000,000
  3               39,721             39,222         38,862      1,000,000           35,006            34,646       1,000,000
  4               54,308             54,902         54,662      1,000,000           49,010            48,770       1,000,000
  5               69,623             72,153         72,033      1,000,000           64,367            64,247       1,000,000

  6               85,704             91,142         91,142      1,000,000           81,217            81,217       1,000,000
  7              102,589            112,047        112,047      1,000,000           99,695            99,695       1,000,000
  8              120,319            135,064        135,064      1,000,000          119,983           119,983       1,000,000
  9              138,935            160,437        160,437      1,000,000          142,256           142,256       1,000,000
 10              158,481            188,428        188,428      1,000,000          166,765           166,765       1,000,000

 11              179,006            219,332        219,332      1,000,000          193,737           193,737       1,000,000
 12              200,556            253,431        253,431      1,000,000          223,440           223,440       1,000,000
 13              223,184            291,071        291,071      1,000,000          256,176           256,176       1,000,000
 14              246,943            332,626        332,626      1,000,000          292,283           292,283       1,000,000
 15              271,890            378,525        378,525      1,000,000          332,129           332,129       1,000,000

 16              298,084            429,258        429,258      1,000,000          376,143           376,143       1,000,000
 17              325,589            485,339        485,339      1,000,000          424,782           424,782       1,000,000
 18              354,468            547,360        547,360      1,000,000          478,566           478,566       1,000,000
 19              384,791            616,006        616,006      1,010,250 (3)      538,101           538,101       1,000,000
 20              416,631            691,909        691,909      1,086,297 (3)      604,069           604,069       1,000,000

 25              601,361          1,206,747      1,206,747      1,617,041 (3)    1,053,653         1,053,653       1,411,895 (3)
 30              837,129          2,046,775      2,046,775      2,497,066 (3)    1,783,123         1,783,123       2,175,410 (3)
 35            1,138,036          3,410,991      3,410,991      3,956,750 (3)    2,957,401         2,957,401       3,430,585 (3)
 40            1,522,077          5,634,671      5,634,671      6,029,098 (3)    4,859,059         4,859,059       5,199,193 (3)
 45            2,012,222          9,292,629      9,292,629      9,757,260 (3)    7,978,349         7,978,349       8,377,266 (3)
 50            2,637,785         15,172,546     15,172,546     15,931,173 (3)   12,926,274        12,926,274      13,572,588 (3)
 55            3,436,179         24,475,817     24,475,817     25,699,608 (3)   20,591,742        20,591,742      21,621,329 (3)
 60            4,455,155         39,656,182     39,656,192     40,052,744 (3)   33,058,411        33,058,411      33,388,995 (3)
 65            5,755,655         65,667,815     65,667,815     65,667,815 (3)   54,754,873        54,754,873      54,754,873 (3)
- -----------
</TABLE>
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
(3)  Increase is due to adjustment by the corridor percentage. See "Death 
     Benefits".
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                      

<PAGE>
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; CASH VALUE ACCUMULATION TEST                         ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:       12% (10.43% net)
$1,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):        $12,000
 
                                           ASSUMING CURRENT COSTS                         ASSUMING GUARANTEED COSTS
                 PREMIUMS         ----------------------------------------       -------------------------------------------
 END           ACCUMULATED                                                  
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFITS(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             11,889         11,289      1,000,000           10,598             9,998       1,000,000
  2               25,830             24,942         24,462      1,000,000           22,240            21,760       1,000,000
  3               39,721             39,222         38,862      1,000,000           35,006            34,646       1,000,000
  4               54,308             54,902         54,662      1,000,000           49,010            48,770       1,000,000
  5               69,623             72,153         72,033      1,000,000           64,367            64,247       1,000,000

  6               85,704             91,142         91,142      1,000,000           81,217            81,217       1,000,000
  7              102,589            112,047        112,047      1,000,000           99,695            99,695       1,000,000
  8              120,319            135,064        135,064      1,000,000          119,983           119,983       1,000,000
  9              138,935            160,437        160,437      1,000,000          142,256           142,256       1,000,000
 10              158,481            188,428        188,428      1,000,000          166,765           166,765       1,000,000

 11              179,006            219,332        219,332      1,000,000          193,737           193,737       1,000,000
 12              200,556            253,431        253,431      1,000,000          223,440           223,440       1,000,000
 13              223,184            291,071        291,071      1,000,000          256,176           256,176       1,000,000
 14              246,943            332,626        332,626      1,000,000          292,283           292,283       1,000,000
 15              271,890            378,506        378,506      1,044,677 (3)      332,129           332,129       1,000,000

 16              298,084            429,002        429,022      1,145,489 (3)      376,143           376,143       1,004,302 (3)
 17              325,589            484,542        484,542      1,254,964 (3)      424,525           424,525       1,099,520 (3)
 18              354,468            545,527        545,527      1,369,273 (3)      477,430           477,430       1,198,349 (3)
 19              384,791            612,516        612,516      1,488,414 (3)      535,242           535,242       1,300,638 (3)
 20              416,631            686,035        686,035      1,619,043 (3)      589,328           598,328       1,412,054 (3)

 25              601,361          1,174,415      1,174,415      2,395,807 (3)    1,009,602         1,009,602       2,059,588 (3)
 30              837,129          1,937,285      1,937,285      3,448,367 (3)    1,633,000         1,633,000       2,906,740 (3)
 35            1,138,036          3,109,777      3,109,777      4,913,448 (3)    2,556,116         2,556,116       4,038,663 (3)
 40            1,522,077          4,882,236      4,882,236      6,932,775 (3)    3,890,439         3,890,439       5,524,423 (3)
 45            2,012,222          7,516,590      7,516,590      9,846,733 (3)    5,756,724         5,756,724       7,541,308 (3)
 50            2,637,785         11,378,911     11,378,911     13,882,271 (3)    8,344,277         8,344,277      10,180,018 (3)
 55            3,436,179         16,996,152     16,996,152     19,715,536 (3)   11,876,652        11,876,652      13,776,916 (3)
 60            4,455,155         25,210,983     25,210,983     27,984,191 (3)   16,819,264        16,819,264      18,669,383 (3)
 65            5,755,655         38,675,910     38,675,910     40,222,946 (3)   23,765,496        23,765,496      24,716,116 (3)
- -----------
</TABLE>
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
(3)  Increase is due to adjustment by the corridor percentage. See "Death
     Benefits".
   THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
   PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
   PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
   MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
   INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
   RATES OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE
   AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE
   ACTUAL INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT
   FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
   REPRESENTATION CAN BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES
   TRUST THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
   YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                     

<PAGE>
 

 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; GUIDELINE PREMIUM TEST                               ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:        6%  (4.43% net)
$1,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):          $12,000
 
                                           ASSUMING CURRENT COSTS                         ASSUMING GUARANTEED COSTS
                PREMIUMS          ----------------------------------------       -------------------------------------------
END            ACCUMULATED                                                  
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFITS(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             11,232         10,632      1,000,000            9,980             9,380       1,000,000
  2               25,830             22,886         22,406      1,000,000           20,339            19,859       1,000,000
  3               39,721             34,926         34,566      1,000,000           31,067            30,707       1,000,000
  4               54,308             47,410         47,170      1,000,000           42,175            41,935       1,000,000
  5               69,623             60,381         60,261      1,000,000           53,663            53,543       1,000,000

  6               85,704             73,862         73,862      1,000,000           65,542            65,542       1,000,000
  7              102,589             87,869         87,869      1,000,000           77,806            77,806       1,000,000
  8              120,319            102,420        102,420      1,000,000           90,478            90,478       1,000,000
  9              138,935            117,543        117,543      1,000,000          103,554           103,554       1,000,000
 10              158,481            133,248        133,248      1,000,000          117,058           117,058       1,000,000

 11              179,006            149,589        149,589      1,000,000          130,982           130,982       1,000,000
 12              200,556            166,567        166,567      1,000,000          145,345           145,345       1,000,000
 13              223,184            184,209        184,209      1,000,000          160,171           160,171       1,000,000
 14              246,943            202,530        202,530      1,000,000          175,475           175,475       1,000,000
 15              271,890            221,553        221,553      1,000,000          191,258           191,258       1,000,000

 16              298,084            241,320        241,320      1,000,000          207,538           207,538       1,000,000
 17              325,589            261,831        261,831      1,000,000          224,298           224,298       1,000,000
 18              354,468            283,096        283,096      1,000,000          241,523           241,523       1,000,000
 19              384,791            305,161        305,161      1,000,000          259,210           259,210       1,000,000
 20              416,631            328,038        328,038      1,000,000          277,337           277,337       1,000,000

 25              601,361            455,706        455,706      1,000,000          374,631           374,631       1,000,000
 30              837,129            608,857        608,857      1,000,000          482,974           482,974       1,000,000
 35            1,138,036            798,003        798,003      1,000,000          602,430           602,430       1,000,000
 40            1,522,077          1,044,509      1,044,509      1,117,625 (3)      732,862           739,862       1,000,000    
 45            2,012,222          1,355,354      1,355,354      1,423,122 (3)      923,168           923,168       1,000,000 
 50            2,637,785          1,728,429      1,728,429      1,814,850 (3)    1,186,691         1,186,691       1,246,026 (3)
 55            3,436,179          2,165,255      2,165,255      2,273,518 (3)    1,487,141         1,487,141       1,561,498 (3)
 60            4,455,155          2,711,988      2,711,988      2,739,108 (3)    1,865,265         1,865,265       1,883,918 (3)
 65            5,755,655          3,456,221      3,456,221      3,456,221 (3)    2,396,803         2,396,803       2,396,803 (3)
- -----------
</TABLE>
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
(3)  Increase is due to adjustment by the corridor percentage. See "Death
     Benefits".
   THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
   PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
   PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
   MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
   INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
   RATES OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE
   AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE
   ACTUAL INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT
   FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
   REPRESENTATION CAN BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES
   TRUST THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
   YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                     


<PAGE>
 
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; CASH VALUE ACCUMULATION TEST                         ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:        6% (4.43% NET)      
$1,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $12,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFIT (2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             11,232         10,632      1,000,000            9,980             9,380       1,000,000
  2               25,830             22,886         22,406      1,000,000           20,339            19,859       1,000,000
  3               39,721             34,926         34,566      1,000,000           31,067            30,707       1,000,000
  4               54,308             47,410         47,170      1,000,000           42,175            41,935       1,000,000
  5               69,623             60,381         60,261      1,000,000           53,663            53,543       1,000,000

  6               85,704             73,862         73,862      1,000,000           65,542            65,542       1,000,000
  7              102,589             87,869         87,869      1,000,000           77,806            77,806       1,000,000
  8              120,319            102,420        102,420      1,000,000           90,478            90,478       1,000,000
  9              138,935            117,543        117,543      1,000,000          103,554           103,554       1,000,000
 10              158,481            133,248        133,248      1,000,000          117,058           117,058       1,000,000

 11              179,006            149,589        149,589      1,000,000          130,982           130,982       1,000,000
 12              200,556            166,567        166,567      1,000,000          145,345           145,345       1,000,000
 13              223,184            184,209        184,209      1,000,000          160,171           160,171       1,000,000
 14              246,943            202,530        202,530      1,000,000          175,475           175,475       1,000,000
 15              271,890            221,553        221,553      1,000,000          191,258           191,258       1,000,000

 16              298,084            241,320        241,320      1,000,000          207,538           207,538       1,000,000
 17              325,589            261,831        261,831      1,000,000          224,298           224,298       1,000,000
 18              354,468            283,096        283,096      1,000,000          241,523           241,523       1,000,000
 19              384,791            305,161        305,161      1,000,000          259,210           259,210       1,000,000
 20              416,631            328,038        328,038      1,000,000          277,337           277,337       1,000,000

 25              601,361            455,706        455,706      1,000,000          374,631           374,631       1,000,000        
 30              837,129            607,707        607,707      1,081,718 (3)      482,974           482,974       1,000,000    
 35            1,138,036            781,696        781,696      1,235,080 (3)      602,430           602,430       1,000,000    
 40            1,522,077            975,214        975,214      1,384,804 (3)      737,165           737,165       1,046,774 (3)
 45            2,012,222          1,185,093      1,185,093      1,552,472 (3)      873,884           873,884       1,144,788 (3)
 50            2,637,785          1,408,456      1,408,456      1,718,316 (3)    1,008,611         1,008,611       1,230,505 (3)
 55            3,436,179          1,644,401      1,644,401      1,907,505 (3)    1,137,833         1,137,833       1,319,886 (3)
 60            4,455,155          1,899,760      1,899,760      2,108,734 (3)    1,272,413         1,272,413       1,412,378 (3)
 65            5,755,655          2,262,145      2,262,145      2,352,631 (3)    1,415,829         1,415,829       1,472,462 (3)
- -----------
</TABLE>
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
(3)  Increase is due to adjustment by the corridor percentage. See "Death 
     Benefits".
   THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
   PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
   PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
   MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
   INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
   RATES OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE
   AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE
   ACTUAL INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT
   FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
   REPRESENTATION CAN BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES
   TRUST THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
   YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                      


<PAGE>
 
 
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; GUIDELINE PREMIUM TEST                               ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:      0% (-1.57% NET)       
$1,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $12,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFIT(2)          VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             10,574          9,974      1,000,000            9,362             8,762       1,000,000
  2               25,830             20,910         20,430      1,000,000           18,514            18,034       1,000,000
  3               39,721             30,955         30,595      1,000,000           27,433            27,073       1,000,000
  4               54,308             40,754         40,514      1,000,000           36,115            35,875       1,000,000
  5               69,623             50,332         50,212      1,000,000           44,545            44,425       1,000,000

  6               85,704             59,693         59,693      1,000,000           52,720            52,720       1,000,000
  7              102,589             68,833         68,833      1,000,000           60,619            60,619       1,000,000
  8              120,319             77,747         77,747      1,000,000           68,247            68,247       1,000,000
  9              138,935             86,441         86,441      1,000,000           75,583            75,583       1,000,000
 10              158,481             94,902         94,902      1,000,000           82,636            82,636       1,000,000

 11              179,006            103,144        103,144      1,000,000           89,374            89,374       1,000,000
 12              200,556            111,128        111,128      1,000,000           95,787            95,787       1,000,000
 13              223,184            118,852        118,852      1,000,000          101,866           101,866       1,000,000
 14              246,943            126,295        126,295      1,000,000          107,599           107,599       1,000,000
 15              271,890            133,451        133,451      1,000,000          112,960           112,960       1,000,000

 16              298,084            140,334        140,334      1,000,000          117,939           117,939       1,000,000
 17              325,589            146,901        146,901      1,000,000          122,484           122,484       1,000,000
 18              354,468            153,116        153,116      1,000,000          126,541           126,541       1,000,000
 19              384,791            158,979        158,979      1,000,000          130,073           130,073       1,000,000
 20              416,631            164,449        164,449      1,000,000          133,013           133,013       1,000,000

 25              601,361            184,725        184,725      1,000,000          136,983           136,983       1,000,000        
 30              837,129            187,488        187,488      1,000,000          115,002           115,002       1,000,000    
 35            1,138,036            161,198        161,198      1,000,000           45,616            45,616       1,000,000    
 40            1,522,077             83,045         83,045      1,000,000                0                 0               0    
 45                    0                  0              0              0                0                 0               0    
 50                    0                  0              0              0                0                 0               0    
 55                    0                  0              0              0                0                 0               0    
 60                    0                  0              0              0                0                 0               0    
 65                    0                  0              0              0                0                 0               0    
- -----------
</TABLE>
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                      



<PAGE>
 
 

 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; CASH VALUE ACCUMULATION TEST                         ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:        0%  (-1.57% net)
$1,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):          $12,000
                                                                                                                             
                PREMIUMS                   ASSUMING CURRENT COSTS                         ASSUMING GUARANTEED COSTS          
END            ACCUMULATED        ----------------------------------------       ------------------------------------------- 
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFIT (2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             10,574          9,974      1,000,000            9,362             8,762       1,000,000
  2               25,830             20,910         20,430      1,000,000           18,514            18,034       1,000,000
  3               39,721             30,955         30,595      1,000,000           27,433            27,073       1,000,000
  4               54,308             40,754         40,514      1,000,000           36,115            35,875       1,000,000
  5               69,623             50,332         50,212      1,000,000           44,545            44,425       1,000,000

  6               85,704             59,693         59,693      1,000,000           52,720            52,720       1,000,000
  7              102,589             68,833         68,833      1,000,000           60,619            60,619       1,000,000
  8              120,319             77,747         77,747      1,000,000           68,247            68,247       1,000,000
  9              138,935             86,441         86,441      1,000,000           75,583            75,583       1,000,000
 10              158,481             94,902         94,902      1,000,000           82,636            82,636       1,000,000

 11              179,006            103,144        103,144      1,000,000           89,374            89,374       1,000,000
 12              200,556            111,128        111,128      1,000,000           95,787            95,787       1,000,000
 13              223,184            118,852        118,852      1,000,000          101,866           101,866       1,000,000
 14              246,943            126,295        126,295      1,000,000          107,599           107,599       1,000,000
 15              271,890            133,451        133,451      1,000,000          112,960           112,960       1,000,000

 16              298,084            140,334        140,334      1,000,000          117,939           117,939       1,000,000
 17              325,589            146,901        146,901      1,000,000          122,484           122,484       1,000,000
 18              354,468            153,116        153,116      1,000,000          126,541           126,541       1,000,000
 19              384,791            158,979        158,979      1,000,000          130,073           130,073       1,000,000
 20              416,631            164,449        164,449      1,000,000          133,013           133,013       1,000,000

 25              601,361            184,725        184,725      1,000,000          136,983           136,983       1,000,000
 30              837,129            187,488        187,488      1,000,000          115,002           115,002       1,000,000
 35            1,138,036            161,198        161,198      1,000,000           45,616            54,616       1,000,000
 40            1,522,077             83,045         83,045      1,000,000                0                 0               0    
 45                    0                  0              0              0                0                 0               0 
 50                    0                  0              0              0                0                 0               0
 55                    0                  0              0              0                0                 0               0      
 60                    0                  0              0              0                0                 0               0
 65                    0                  0              0              0                0                 0               0
- -----------
</TABLE>
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

   THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
   PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
   PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
   MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
   INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
   RATES OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE
   AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE
   ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT
   FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
   REPRESENTATION CAN BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES
   TRUST THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
   YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                     



<PAGE>
 
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION II; GUIDELINE PREMIUM TEST                              ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:       12% (10.43% net)         
$1,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $12,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFIT (2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             11,884         11,284      1,011,884           10,581             9,981       1,010,581
  2               25,830             24,924         24,444      1,024,924           22,181            21,701       1,022,181
  3               39,721             39,176         38,816      1,039,176           34,875            34,515       1,034,875
  4               54,308             54,810         54,570      1,054,810           48,768            48,528       1,048,768
  5               69,623             71,990         71,870      1,071,990           63,963            63,843       1,063,963

  6               85,704             90,879         90,879      1,090,879           80,584            80,584       1,080,584
  7              102,589            111,642        111,642      1,111,642           98,751            98,751       1,098,751
  8              120,319            134,467        134,467      1,134,467          118,623           118,623       1,118,623
  9              138,935            159,583        159,583      1,159,583          140,347           140,347       1,140,347
 10              158,481            187,232        187,232      1,187,232          164,142           164,142       1,164,142

 11              179,006            217,693        217,693      1,217,693          190,194           190,194       1,190,194
 12              200,556            251,212        251,212      1,251,212          218,721           218,721       1,218,721
 13              223,184            288,101        288,101      1,288,101          249,964           249,964       1,249,946
 14              246,943            328,687        328,687      1,328,687          284,190           284,190       1,284,190
 15              271,890            373,339        373,339      1,373,339          321,673           321,673       1,321,673

 16              298,084            422,488        422,488      1,422,488          362,737           362,737       1,362,737
 17              325,589            476,548        476,548      1,476,548          407,688           407,688       1,407,688
 18              354,468            535,987        535,987      1,535,987          456,864           456,864       1,456,864
 19              384,791            601,362        601,362      1,601,362          510,649           510,649       1,510,649
 20              416,631            673,241        673,241      1,673,241          569,439           569,439       1,569,439

 25              601,361          1,154,925      1,154,925      2,154,925          956,199           956,199       1,956,199     
 30              837,129          1,925,035      1,925,035      2,925,035        1,557,704         1,557,704       2,557,704    
 35            1,138,036          3,153,626      3,153,626      4,153,626        2,486,839         2,486,839       3,486,839      
 40            1,522,077          5,111,847      5,111,847      6,111,847        3,916,015         3,916,015       4,916,015    
 45            2,012,222          8,235,316      8,235,316      9,235,316        6,101,350         6,101,350       7,101,350      
 50            2,637,785         13,223,549     13,223,549     14,223,549        9,460,416         9,460,416      10,460,416        
 55            3,436,179         21,217,875     21,217,875     22,278,769 (3)   14,635,597        14,635,597      15,635,597        
 60            4,455,155         34,099,224     34,099,224     35,099,224       22,747,472        22,747,472      23,747,472    
 65            5,755,655         55,121,888     55,121,888     56,121,888       34,536,114        34,536,114      35,536,114       
- -----------
</TABLE>
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
(3)  Increase is due to adjustment by the corridor percentage. See "Death 
     Benefits".
  THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
  PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
  PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
  MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
  INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
  RATES OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE
  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE
  ACTUAL INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT
  FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
  REPRESENTATION CAN BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES
  TRUST THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
  YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                      


<PAGE>
 
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION II; CASH VALUE ACCUMULATION TEST                        ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:       12% (10.43% net)         
$1,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $12,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
 END           ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFIT(2)          VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             11,884         11,284      1,011,884           10,581             9,981       1,010,581
  2               25,830             24,924         24,444      1,024,924           22,181            21,701       1,022,181
  3               39,721             39,176         38,816      1,039,176           34,875            34,515       1,034,875
  4               54,308             54,810         54,570      1,054,810           48,768            48,528       1,048,768
  5               69,623             71,990         71,870      1,071,990           63,963            63,843       1,063,963

  6               85,704             90,879         90,879      1,090,879           80,584            80,584       1,080,584
  7              102,589            111,642        111,642      1,111,642           98,751            98,751       1,098,751
  8              120,319            134,467        134,467      1,134,467          118,623           118,623       1,118,623
  9              138,935            159,583        159,583      1,159,583          140,347           140,347       1,140,347
 10              158,481            187,232        187,232      1,187,232          164,142           164,142       1,164,142

 11              179,006            217,693        217,693      1,217,693          190,194           190,194       1,190,194
 12              200,556            251,212        251,212      1,251,212          218,721           218,721       1,218,721
 13              223,184            288,101        288,101      1,288,101          249,964           249,964       1,249,964
 14              246,943            328,687        328,687      1,328,687          284,190           284,190       1,284,190
 15              271,890            373,339        373,339      1,373,339          321,673           321,673       1,321,673

 16              298,084            422,488        422,488      1,422,488          362,737           362,737       1,362,737
 17              325,589            476,548        476,548      1,476,548          407,688           407,688       1,407,688
 18              354,468            535,987        535,987      1,535,987          456,864           456,864       1,456,864
 19              384,791            601,362        601,362      1,601,362          510,649           510,649       1,510,649
 20              416,631            673,241        673,241      1,673,241          569,439           569,439       1,569,439

 25              601,361          1,153,156      1,153,156      2,352,438 (3)      956,199           956,199       1,956,199     
 30              837,129          1,903,542      1,903,542      3,388,305 (3)    1,550,039         1,550,039       2,759,069 (3)
 35            1,138,036          3,056,878      3,056,878      4,829,867 (3)    2,429,884         2,429,884       3,839,217 (3)  
 40            1,522,077          4,800,413      4,800,413      6,816,586 (3)    3,701,802         3,701,802       5,256,559 (3)
 45            2,012,222          7,391,817      7,391,817      9,683,280 (3)    5,480,985         5,480,985       7,180,090 (3)  
 50            2,637,785         11,191,207     11,191,207     13,653,273 (3)    7,947,921         7,947,921       9,696,464 (3)    
 55            3,436,179         16,716,957     16,716,957     19,391,670 (3)   11,315,793        11,315,793      13,126,320 (3)    
 60            4,455,155         24,798,012     24,798,012     27,525,793 (3)   16,028,280        16,028,280      17,791,391 (3)
 65            5,755,655         38,043,579     38,043,579     39,565,322 (3)   22,518,295        22,518,295      23,518,295       
- -----------
</TABLE>
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
(3)  Increase is due to adjustment by the corridor percentage. See "Death 
     Benefits".
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                      
<PAGE>
 
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

<TABLE> 
<CAPTION> 

DEATH BENEFIT OPTION II; GUIDELINE PREMIUM TEST                              ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:       6% (4.43% NET)           
$1,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):        $12,000


                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     --------------------------------------------    -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFITS(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             11,227         10,627      1,011,227            9,963             9,363       1,009,963
  2               25,830             22,870         22,390      1,022,870           20,286            19,806       1,020,286
  3               39,721             34,886         34,526      1,034,886           30,954            30,594       1,030,954
  4               54,308             47,332         47,092      1,047,332           41,972            41,732       1,041,972
  5               69,623             60,249         60,129      1,060,249           53,336            53,216       1,053,336

  6               85,704             73,656         73,656      1,073,656            65,050            65,050       1,065,050
  7              102,589             87,565         87,565      1,087,565           77,100            77,100       1,077,100
  8              120,319            101,989        101,989      1,101,989           89,501            89,501       1,089,501
  9              138,935            116,950        116,950      1,116,950          102,237           102,237       1,102,237
 10              158,481            132,451        132,451      1,132,451          115,324           115,324       1,115,324

 11              179,006            148,540        148,540      1,148,540          128,735           128,735       1,128,735
 12              200,556            165,203        165,203      1,165,203          142,473           142,473       1,142,473
 13              223,184            182,456        182,456      1,182,456          156,544           156,544       1,156,544
 14              246,943            200,297        200,297      1,200,297          170,945           170,945       1,170,945
 15              271,890            218,732        218,732      1,218,732          185,650           185,650       1,185,650

 16              298,084            237,788        237,788      1,237,788          200,652           200,652       1,200,652
 17              325,589            257,432        257,432      1,257,432          215,894           215,894       1,215,894
 18              354,468            277,641        277,641      1,277,641          231,315           231,315       1,231,315
 19              384,791            298,430        298,430      1,298,430          246,863           246,863       1,246,863
 20              416,631            319,765        319,765      1,319,765          262,451           262,451       1,262,451

 25              601,361            433,616        433,616      1,433,616          338,430           338,430       1,338,430     
 30              837,129            552,741        552,741      1,552,741          400,033           400,033       1,400,033
 35            1,138,036            662,057        662,057      1,662,057          419,427           419,427       1,419,427 
 40            1,522,077            733,419        733,419      1,733,419          348,473           348,473       1,348,473    
 45            2,012,222            719,005        719,005      1,719,005          100,770           100,770       1,100,770 
 50            2,637,785            537,640        537,640      1,537,640                0                 0               0        
 55            3,436,179             67,926         67,926      1,067,926                0                 0               0 
 60                    0                 0               0              0                0                 0               0   
 65                    0                 0               0              0                0                 0               0
</TABLE>
- -----------
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                      

<PAGE>
 
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION II; CASH VALUE ACCUMULATION TEST                          ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                   ANNUAL RATE OF RETURN:           6% (4.43% NET)   
$1,000,000 INITIAL SPECIFIED AMOUNT                                            ASSUMED ANNUAL PREMIUM (1):            $12,000

                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFIT(2)          VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    ----------          --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             11,227         10,627      1,011,227            9,963             9,363       1,009,963
  2               25,830             22,870         22,390      1,022,870           20,286            19,806       1,020,286
  3               39,721             34,886         34,526      1,034,886           30,954            30,594       1,030,954
  4               54,308             47,332         47,092      1,047,332           41,972            41,732       1,041,972
  5               69,623             60,249         60,129      1,060,249           53,336            53,216       1,053,336

  6               85,704             73,656         73,656      1,073,656           65,050            65,050       1,065,050
  7              102,589             87,565         87,565      1,087,565           77,100            77,100       1,077,100
  8              120,319            101,989        101,989      1,101,989           89,501            89,501       1,089,501
  9              138,935            116,950        116,950      1,116,950          102,237           102,237       1,102,237
 10              158,481            132,451        132,451      1,132,451          115,324           115,324       1,115,324

 11              179,006            148,540        148,540      1,148,540          128,735           128,735       1,128,735
 12              200,556            165,203        165,203      1,165,203          142,473           142,473       1,142,473
 13              223,184            182,456        182,456      1,182,456          156,544           156,544       1,156,544
 14              246,943            200,297        200,297      1,200,297          170,945           170,945       1,170,945
 15              271,890            218,732        218,732      1,218,732          185,650           185,650       1,185,650

 16              298,084            237,788        237,788      1,237,788          200,652           200,652       1,200,652
 17              325,589            257,432        257,432      1,257,432          215,894           215,894       1,215,894
 18              354,468            277,641        277,641      1,277,641          231,315           231,315       1,231,315
 19              384,791            298,430        298,430      1,298,430          246,863           246,863       1,246,863
 20              416,631            319,765        319,765      1,319,765          262,451           262,451       1,262,451

 25              601,361            433,616        433,616      1,433,616          338,430           338,430       1,338,430     
 30              837,129            552,741        552,741      1,552,741          400,033           400,033       1,400,033
 35            1,138,036            662,057        662,057      1,662,057          419,427           419,427       1,419,427 
 40            1,522,077            733,419        733,419      1,733,419          348,473           348,473       1,348,473    
 45            2,012,222            719,005        719,005      1,719,005          100,770           100,770       1,100,770 
 50            2,637,785            537,640        537,640      1,537,640                0                 0               0        
 55            3,436,179             67,925         67,925      1,067,925                0                 0               0 
 60                    0                 0               0              0                0                 0               0   
 65                    0                 0               0              0                0                 0               0
</TABLE>
- -----------
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                      


<PAGE>
 
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION II; GUIDELINE PREMIUM TEST                              ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:       0% (-1.57% NET)          
$1,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $12,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH         DEATH          ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------     ----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             10,570          9,970      1,010,570            9,346             8,746       1,009,346
  2               25,830             20,895         20,415      1,020,895           18,466            17,986       1,018,466
  3               39,721             30,920         30,560      1,030,920           27,334            26,974       1,027,334
  4               54,308             40,689         40,449      1,040,689           35,945            35,705       1,035,945
  5               69,623             50,225         50,105      1,050,225           44,283            44,163       1,044,283

  6               85,704             59,533         59,533      1,059,533           52,341            52,341       1,052,341
  7              102,589             68,606         68,606      1,068,606           60,095            60,095       1,060,095
  8              120,319             77,437         77,437      1,077,437           67,550            67,550       1,067,550
  9              138,935             86,032         86,032      1,086,032           74,681            74,681       1,074,681
 10              158,481             94,373         94,373      1,094,373           81,493            81,493       1,081,493

 11              179,006            102,474        102,474      1,102,474           87,951            87,951       1,087,951
 12              200,556            110,291        110,291      1,110,291           94,041            94,041       1,094,041
 13              223,184            117,817        117,817      1,117,817           99,749            99,749       1,099,749
 14              246,943            125,027        125,027      1,125,027          105,062           105,062       1,105,062
 15              271,890            131,908        131,908      1,131,908          109,946           109,946       1,109,946

 16              298,084            138,474        138,474      1,138,474          114,388           114,388       1,114,388
 17              325,589            144,671        144,671      1,144,671          118,327           118,327       1,118,327
 18              354,468            150,454        150,454      1,150,454          121,700           121,700       1,121,700
 19              384,791            155,819        155,819      1,155,819          124,458           124,458       1,124,458
 20              416,631            160,713        160,713      1,160,713          126,521           126,521       1,126,521

 25              601,361            176,578        176,578      1,176,578          124,405           124,405       1,124,405     
 30              837,129            171,005        171,005      1,171,005           93,342            93,342       1,093,342
 35            1,138,036            131,201        131,201      1,131,201           14,605            14,605       1,014,605 
 40            1,522,077             37,393         37,393      1,037,393                0                 0               0    
 45                    0                  0              0              0                0                 0               0 
 50                    0                  0              0              0                0                 0               0 
 55                    0                  0              0              0                0                 0               0 
 60                    0                  0              0              0                0                 0               0 
 65                    0                  0              0              0                0                 0               0 
- -----------
</TABLE>
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                      



<PAGE>
 
 
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

       CHUBB HERITAGE I FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION II; CASH VALUE ACCUMULATION TEST                        ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:       0% (-1.57% NET)          
$1,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):         $12,000
 
                 PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
 END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION        CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFIT(2)          VALUE(2)         VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------         --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               12,600             10,570          9,970      1,010,570            9,346             8,746       1,009,346
  2               25,830             20,895         20,415      1,020,895           18,466            17,986       1,018,466
  3               39,721             30,920         30,560      1,030,920           27,334            26,974       1,027,334
  4               54,308             40,689         40,449      1,040,689           35,945            35,705       1,035,945
  5               69,623             50,225         50,105      1,050,225           44,283            44,163       1,044,283

  6               85,704             59,533         59,533      1,059,533           52,341            52,341       1,052,341
  7              102,589             68,606         68,606      1,068,606           60,095            60,095       1,060,095
  8              120,319             77,437         77,437      1,077,437           67,550            67,550       1,067,550
  9              138,935             86,032         86,032      1,086,032           74.681            74,681       1,074,681
 10              158,481             94,373         94,373      1,094,373           81,493            81,493       1,081,493

 11              179,006            102,474        102,474      1,102,474           87,951            87,951       1,087,951
 12              200,556            110,291        110,291      1,110,291           94,041            94,041       1,094,041
 13              223,184            117,817        117,817      1,117,817           99,749            99,749       1,099,749
 14              246,943            125,027        125,027      1,125,027          105,062           105,062       1,105,062
 15              271,890            131,908        131,908      1,131,908          109,946           109,946       1,109,946

 16              298,084            138,474        138,474      1,138,474          114,388           114,388       1,114,388
 17              325,589            144,671        144,671      1,144,671          118,327           118,327       1,118,327
 18              354,468            150,454        150,454      1,150,454          121,700           121,700       1,121,700
 19              384,791            155,819        155,819      1,155,819          124,458           124,458       1,124,458
 20              416,631            160,713        160,713      1,160,713          126,521           126,521       1,126,521

 25              601,361            176,578        176,578      1,176,578          124,405           124,405       1,124,405     
 30              837,129            171,005        171,005      1,171,005           93,342            93,342       1,093,342
 35            1,138,036            131,201        131,201      1,131,201           14,605            14,605       1,014,605 
 40            1,522,077             37,393         37,393      1,037,393                0                 0               0    
 45                    0                  0              0              0                0                 0               0 
 50                    0                  0              0              0                0                 0               0 
 55                    0                  0              0              0                0                 0               0 
 60                    0                  0              0              0                0                 0               0 
 65                    0                  0              0              0                0                 0               0 
- -----------
</TABLE>
(1)  Assumes a $12,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                      




<PAGE>
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; GUIDELINE PREMIUM TEST                               ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 35                                                 ANNUAL RATE OF RETURN:       12% (10.43% net)         
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             16,473         15,673      2,000,000           16,469            15,669       2,000,000
  2               34,440             34,658         34,018      2,000,000           34,640            34,000       2,000,000
  3               52,962             54,731         54,251      2,000,000           54,688            54,208       2,000,000
  4               72,410             76,888         76,568      2,000,000           76,804            76,484       2,000,000
  5               92,831            101,346        101,186      2,000,000          101,200           101,040       2,000,000

  6              114,272            128,340        128,340      2,000,000          128,109           128,109       2,000,000
  7              136,786            158,134        158,134      2,000,000          157,788           157,788       2,000,000
  8              160,425            191,044        191,044      2,000,000          190,544           190,544       2,000,000
  9              185,246            227,417        227,417      2,000,000          226,720           226,720       2,000,000
 10              211,309            267,617        267,617      2,000,000          266,671           266,671       2,000,000

 11              238,674            312,047        321,047      2,000,000          310,789           310,789       2,000,000
 12              267,408            361,151        361,151      2,000,000          359,508           359,508       2,000,000
 13              297,578            415,418        415,418      2,000,000          413,305           413,305       2,000,000
 14              329,257            475,393        475,393      2,000,000          472,708           472,708       2,000,000
 15              362,520            541,675        541,675      2,000,000          538,301           538,301       2,000,000

 16              397,446            614,927        614,927      2,000,000          610,731           610,731       2,000,000
 17              434,118            695,884        695,884      2,000,000          690,714           690,714       2,000,000
 18              472,624            785,361        785,361      2,000,000          779,048           779,048       2,000,000
 19              513,055            884,260        884,260      2,000,000          876,617           876,617       2,000,000
 20              555,508            993,584        993,584      2,000,000          984,410           984,410       2,000,000

 25              801,815          1,739,992      1,739,992      2,331,589 (3)    1,719,966         1,719,966       2,304,754 (3)
 30            1,116,173          2,970,855      2,970,855      3,624,443 (3)    2,929,025         2,929,025       3,573,411 (3)
 35            1,517,381          4,993,425      4,993,425      5,792,373 (3)    4,901,565         4,901,565       5,685,815 (3)
 40            2,029,436          8,313,895      8,313,895      8,895,868 (3)    8,117,110         8,117,110       8,685,308 (3)
 45            2,682,963         13,772,855     13,772,855     14,461,498 (3)   13,381,804        13,381,804      14,050,894 (3)
 50            3,517,046         22,609,479     22,609,479     23,739,953 (3)   21,785,629        21,785,629      22,874,910 (3)
 55            4,581,572         36,699,450     36,699,450     38,534,423 (3)   34,882,959        34,882,959      36,627,107 (3)
 60            5,940,206         59,721,351     59,721,351     60,318,565 (3)   56,073,587        56,073,587      56,634,323 (3)
 65            7,674,207         98,881,578     98,881,578     98,881,578 (3)   92,848,050        92,848,050      92,848,050 (3)
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
(3)  Increase is due to adjustment by the corridor percentage. See "Death 
     Benefits".
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                      


<PAGE>
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; CASH VALUE ACCUMULATION TEST                         ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 40                                                 ANNUAL RATE OF RETURN:       12% (10.43% net)         
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)    BENEFIT(2)          VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    ----------          --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             16,473         15,673      2,000,000           16,469            15,669       2,000,000
  2               34,440             34,658         34,018      2,000,000           34,640            34,000       2,000,000
  3               52,962             54,731         54,251      2,000,000           54,688            54,208       2,000,000
  4               72,410             76,888         76,568      2,000,000           76,804            76,484       2,000,000
  5               92,831            101,346        101,186      2,000,000          101,200           101,040       2,000,000

  6              114,272            128,340        128,340      2,000,000          128,109           128,109       2,000,000
  7              136,786            158,134        158,134      2,000,000          157,788           157,788       2,000,000
  8              160,425            191,044        191,044      2,000,000          190,544           190,544       2,000,000
  9              185,246            227,417        227,417      2,000,000          226,720           226,720       2,000,000
 10              211,309            267,617        267,617      2,000,000          266,671           266,671       2,000,000

 11              238,674            312,047        321,047      2,000,000          310,789           310,789       2,000,000
 12              267,408            361,151        361,151      2,000,000          359,508           359,508       2,000,000
 13              297,578            415,418        415,418      2,000,000          413,305           413,305       2,000,000
 14              329,257            475,393        475,393      2,000,000          472,708           472,708       2,000,000
 15              362,520            541,675        541,675      2,000,000          538,301           538,301       2,000,000

 16              397,446            614,922        614,922      2,096,884 (3)      610,723           610,723       2,082,565 (3)
 17              434,118            695,831        695,831      2,282,326 (3)      690,607           690,607       2,265,191 (3)
 18              472,624            785,177        785,177      2,481,159 (3)      778,655           778,655       2,460,550 (3)
 19              513,055            883,816        883,816      2,695,639 (3)      875,653           875,653       2,670,742 (3)
 20              555,508            992,696        992,696      2,908,599 (3)      982,473           982,473       2,878,646 (3)

 25              801,815          1,730,519      1,730,519      4,222,466 (3)    1,699,234         1,699,234       4,146,131 (3)
 30            1,116,173          2,927,639      2,927,639      6,001,660 (3)    2,836,290         2,836,290       5,814,395 (3)
 35            1,517,381          4,843,476      4,843,476      8,476,083 (3)    4,589,733         4,589,733       8,032,033 (3)
 40            2,029,436          7,853,035      7,853,035     11,936,613 (3)    7,205,453         7,205,453      10,952,289 (3)
 45            2,682,963         12,449,228     12,449,228     16,930,950 (3)   10,934,736        10,934,736      14,871,241 (3)
 50            3,517,046         19,253,818     19,253,818     24,067,273 (3)   16,078,362        16,078,362      20,097,953 (3)
 55            4,581,572         29,246,484     29,246,484     34,218,386 (3)   23,095,161        23,095,161      27,021,338 (3)
 60            5,940,206         44,283,787     44,283,787     49,155,004 (3)   32,812,245        32,812,245      36,421,592 (3)
 65            7,674,207         68,888,970     68,888,970     71,644,529 (3)   46,428,308        46,428,308      48,285,440 (3)
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
(3)  Increase is due to adjustment by the corridor percentage. See "Death 
     Benefits".
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                      



<PAGE>
 
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; GUIDELINE PREMIUM TEST                               ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 40                                                 ANNUAL RATE OF RETURN:       6% (4.43% NET)           
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH         DEATH           ACCUMULATION        CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)          VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------     ----------          --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             15,578         14,778      2,000,000           15,574            14,774       2,000,000
  2               34,440             31,840         31,200      2,000,000           31,823            31,183       2,000,000
  3               52,962             48,814         48,334      2,000,000           48,774            48,294       2,000,000
  4               72,410             66,532         66,212      2,000,000           66,453            66,133       2,000,000
  5               92,831             85,023         84,863      2,000,000           84,890            84,873       2,000,000

  6              114,272            104,320        104,320      2,000,000          104,113           104,113       2,000,000
  7              136,786            124,456        124,456      2,000,000          124,149           124,149       2,000,000
  8              160,425            145,466        145,466      2,000,000          145,030           145,030       2,000,000
  9              185,246            167,390        167,390      2,000,000          166,791           166,791       2,000,000
 10              211,309            190,295        190,295      2,000,000          189,491           189,491       2,000,000

 11              238,674            214,221        214,221      2,000,000          213,164           213,164       2,000,000
 12              267,408            239,209        239,209      2,000,000          237,844           237,844       2,000,000
 13              297,578            265,303        265,303      2,000,000          263,564           263,564       2,000,000
 14              329,257            292,546        292,546      2,000,000          290,354           290,354       2,000,000
 15              362,520            320,983        320,983      2,000,000          318,246           318,246       2,000,000

 16              397,446            350,659        350,659      2,000,000          347,270           347,270       2,000,000    
 17              434,118            381,620        381,620      2,000,000          377,453           377,453       2,000,000    
 18              472,624            413,914        413,914      2,000,000          408,823           408,823       2,000,000    
 19              513,055            447,588        447,588      2,000,000          441,402           441,402       2,000,000    
 20              555,508            482,689        482,689      2,000,000          475,215           475,215       2,000,000    

 25              801,815            681,368        681,368      2,000,000          663,443           663,443       2,000,000    
 30            1,116,173            923,291        923,291      2,000,000          884,280           884,280       2,000,000    
 35            1,517,381          1,214,945      1,214,945      2,000,000        1,135,296         1,135,296       2,000,000    
 40            2,029,436          1,568,431      1,568,431      2,000,000        1,418,024         1,418,024       2,000,000    
 45            2,682,963          2,018,818      2,018,818      2,119,759 (3)    1,756,557         1,756,557       2,000,000    
 50            3,517,046          2,579,752      2,579,752      2,708,740 (3)    2,226,128         2,226,128       2,337,434 (3)
 55            4,581,572          3,242,659      3,242,659      3,404,792 (3)    2,772,023         2,772,023       2,910,624 (3)
 60            5,940,206          4,069,400      4,069,400      4,110,094 (3)    3,449,339         3,449,339       3,483,832 (3)
 65            7,674,207          5,175,815      5,175,815      5,175,815 (3)    4,399,996         4,399,996       4,399,996 (3)
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
(3)  Increase is due to adjustment by the corridor percentage. See "Death 
     Benefits".
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                      

<PAGE>
 
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; CASH VALUE ACCUMULATION TEST                         ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 40                                                 ANNUAL RATE OF RETURN:       6% (4.43% NET)           
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH         DEATH          ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------     ----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             15,578         14,778      2,000,000           15,574            14,774       2,000,000
  2               34,440             31,840         31,200      2,000,000           31,823            31,183       2,000,000
  3               52,962             48,814         48,334      2,000,000           48,774            48,294       2,000,000
  4               72,410             66,532         66,212      2,000,000           66,453            66,133       2,000,000
  5               92,831             85,023         84,863      2,000,000           84,890            84,730       2,000,000

  6              114,272            104,320        104,320      2,000,000          104,113           104,113       2,000,000
  7              136,786            124,456        124,456      2,000,000          124,149           124,149       2,000,000
  8              160,425            145,466        145,466      2,000,000          145,030           145,030       2,000,000
  9              185,246            167,390        167,390      2,000,000          166,791           166,791       2,000,000
 10              211,309            190,295        190,295      2,000,000          189,491           189,491       2,000,000

 11              238,674            214,221        214,221      2,000,000          213,164           213,164       2,000,000
 12              267,408            239,209        239,209      2,000,000          237,844           237,844       2,000,000
 13              297,578            265,303        265,303      2,000,000          263,564           263,564       2,000,000
 14              329,257            292,546        292,546      2,000,000          290,354           290,354       2,000,000
 15              362,520            320,983        320,983      2,000,000          318,246           318,246       2,000,000

 16              397,446            350,659        350.659      2,000,000          347,270           347,270       2,000,000    
 17              434,118            381,620        381,620      2,000,000          377,453           377,453       2,000,000    
 18              472,624            413,914        413,914      2,000,000          408,823           408,823       2,000,000    
 19              513,055            447,588        447,588      2,000,000          441,402           441,402       2,000,000    
 20              555,508            482,689        482,689      2,000,000          475,215           475,215       2,000,000    

 25              801,815            681,368        681,368      2,000,000          663,443           663,443       2,000,000    
 30            1,116,173            923,291        923,291      2,000,000          884,280           884,280       2,000,000    
 35            1,517,381          1,214,945      1,214,945      2,124,778 (3)    1,135,296         1,135,296       2,000,000    
 40            2,029,436          1,553,039      1,553,039      2,360,619 (3)    1,410,685         1,410,685       2,144,241 (3)
 45            2,682,963          1,929,545      1,929,545      2,624,181 (3)    1,685,049         1,685,049       2,291,667 (3)
 50            3,517,046          2,326,957      2,326,957      2,908,696 (3)    1,941,947         1,941,947       2,427,434 (3)
 55            4,581,572          2,745,442      2,745,442      3,212,167 (3)    2,179,698         2,179,698       2,550,247 (3)
 60            5,940,206          3,218,536      3,218,536      3,572,575 (3)    2,414,268         2,414,268       2,679,837 (3)
 65            7,674,207          3,864,822      3,864,822      4,019,415 (3)    2,658,873         2,658,873       2,765,228 (3)
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
(3)  Increase is due to adjustment by the corridor percentage. See "Death 
     Benefits".
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                      


<PAGE>
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; GUIDELINE PREMIUM TEST                               ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 40                                                 ANNUAL RATE OF RETURN:        0% (-1.57% net)         
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             14,683         13,883      2,000,000           14,679            13,879       2,000,000
  2               34,440             29,129         28,489      2,000,000           29,113            28,473       2,000,000
  3               52,962             43,341         42,861      2,000,000           43,302            42,822       2,000,000
  4               72,410             57,321         57,001      2,000,000           57,248            56,928       2,000,000
  5               92,831             71,070         70,910      2,000,000           70,949            70,789       2,000,000

  6              114,272             84,590         84,590      2,000,000           84,404            84,404       2,000,000
  7              136,786             97,883         97,883      2,000,000           97,611            97,611       2,000,000
  8              160,425            110,947        110,947      2,000,000          110,567           110,567       2,000,000
  9              185,246            123,786        123,786      2,000,000          123,268           123,268       2,000,000
 10              211,309            136,396        136,396      2,000,000          135,711           135,711       2,000,000

 11              238,674            148,780        148,780      2,000,000          147,890           147,890       2,000,000
 12              267,408            160,944        160,944      2,000,000          159,805           159,805       2,000,000
 13              297,578            172,893        172,893      2,000,000          171,453           171,453       2,000,000
 14              329,257            184,622        184,622      2,000,000          182,820           182,820       2,000,000
 15              362,520            196,124        196,124      2,000,000          193,889           193,889       2,000,000

 16              397,446            207,392        207,392      2,000,000          204,637           204,637       2,000,000
 17              434,118            218,415        218,415      2,000,000          215,040           215,040       2,000,000
 18              472,624            229,181        229,181      2,000,000          225,068           225,068       2,000,000
 19              513,055            239,675        239,675      2,000,000          234,685           234,685       2,000,000
 20              555,508            249,880        249,880      2,000,000          243,850           243,850       2,000,000

 25              801,815            295,726        295,726      2,000,000          280,989           280,989       2,000,000      
 30            1,116,173            328,950        328,950      2,000,000          294,995           294,995       2,000,000     
 35            1,517,381            337,708        337,708      2,000,000          259,825           259,825       2,000,000     
 40            2,029,436            295,464        295,464      2,000,000          118,963           118,963       2,000,000    
 45            2,682,963            134,309        134,309      2,000,000                0                 0               0     
 50                    0                  0              0              0                0                 0               0     
 55                    0                  0              0              0                0                 0               0    
 60                    0                  0              0              0                0                 0               0    
 65                    0                  0              0              0                0                 0               0     
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION I; CASH VALUE ACCUMULATION TEST                         ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 40                                                 ANNUAL RATE OF RETURN:        0% (-1.57% net)         
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             14,683         13,883      2,000,000           14,679            13,879       2,000,000
  2               34,440             29,129         28,489      2,000,000           29,113            28,473       2,000,000
  3               52,962             43,341         42,861      2,000,000           43,302            42,822       2,000,000
  4               72,410             57,321         57,001      2,000,000           57,248            56,928       2,000,000
  5               92,831             71,070         70,910      2,000,000           70,949            70,789       2,000,000

  6              114,272             84,590         84,590      2,000,000           84,404            84,404       2,000,000
  7              136,786             97,883         97,883      2,000,000           97,611            97,611       2,000,000
  8              160,425            110,947        110,947      2,000,000          110,567           110,567       2,000,000
  9              185,246            123,786        123,786      2,000,000          123,268           123,268       2,000,000
 10              211,309            136,396        136,396      2,000,000          135,711           135,711       2,000,000

 11              238,674            148,780        148,780      2,000,000          147,890           147,890       2,000,000
 12              267,408            160,944        160,944      2,000,000          159,805           159,805       2,000,000
 13              297,578            172,893        172,893      2,000,000          171,453           171,453       2,000,000
 14              329,257            184,622        184,622      2,000,000          182,820           182,820       2,000,000
 15              362,520            196,124        196,124      2,000,000          193,889           193,889       2,000,000

 16              397,446            207,392        207,392      2,000,000          204,637           204,637       2,000,000
 17              434,118            218,415        218,415      2,000,000          215,040           215,040       2,000,000
 18              472,624            229,181        229,181      2,000,000          225,068           225,068       2,000,000
 19              513,055            239,675        239,675      2,000,000          234,685           234,685       2,000,000
 20              555,508            249,880        249,880      2,000,000          243,850           243,850       2,000,000

 25              801,815            295,726        295,726      2,000,000          280,989           280,989       2,000,000      
 30            1,116,173            328,950        328,950      2,000,000          294,995           294,995       2,000,000     
 35            1,517,381            337,708        337,708      2,000,000          259,825           259,825       2,000,000     
 40            2,029,436            295,464        295,464      2,000,000          118,963           118,963       2,000,000    
 45            2,682,963            134,309        134,309      2,000,000                0                 0               0     
 50                    0                  0              0              0                0                 0               0     
 55                    0                  0              0              0                0                 0               0    
 60                    0                  0              0              0                0                 0               0    
 65                    0                  0              0              0                0                 0               0     
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

<PAGE>
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION II; GUIDELINE PREMIUM TEST                              ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 40                                                 ANNUAL RATE OF RETURN:       12% (10.43% net)         
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             16,473         15,673      2,016,473           16,469            15,669       2,016,469
  2               34,440             34,658         34,018      2,034,658           34,640            34,000       2,034,640
  3               52,962             54,730         54,250      2,054,730           54,686            54,206       2,054,686
  4               72,410             76,887         76,567      2,076,887           76,800            76,480       2,076,800
  5               92,831            101,342        101,182      2,101,342          101,191           101,031       2,101,191

  6              114,272            128,333        128,333      2,128,333          128,092           128,092       2,128,092
  7              136,786            158,121        158,121      2,158,121          157,756           157,756       2,157,756
  8              160,425            191,020        191,020      2,191,020          190,489           190,489       2,190,489
  9              185,246            227,378        227,378      2,227,378          226,628           226,628       2,226,628
 10              211,309            267,555        267,555      2,267,555          266,525           266,525       2,266,525

 11              238,674            311,951        311,951      2,311,951          310,564           310,564       2,310,564
 12              267,408            361,006        361,006      2,361,006          359,169           359,169       2,359,169
 13              297,578            415,203        415,203      2,415,203          412,804           412,804       2,412,804
 14              329,257            475,079        475,079      2,475,079          471,978           471,978       2,471,978
 15              362,520            541,222        541,222      2,541,222          537,252           537,252       2,537,252

 16              397,446            614,281        614,281      2,614,281          609,237           609,237       2,609,237
 17              434,118            694,971        694,971      2,694,971          688,608           688,608       2,688,608
 18              472,624            784,081        784,081      2,784,081          776,103           776,103       2,776,103
 19              513,055            882,478        882,478      2,882,478          872,528           872,528       2,872,528
 20              555,508            991,118        991,118      2,991,118          978,770           978,770       2,978,770

 25              801,815          1,728,773      1,728,773      3,728,773        1,694,666         1,694,666       3,694,666      
 30            1,116,173          2,934,024      2,934,024      4,934,024        2,847,055         2,847,055       4,847,055     
 35            1,517,381          4,892,595      4,892,595      6,892,595        4,680,476         4,680,476       6,680,476     
 40            2,029,436          8,055,160      8,055,160     10,055,160        7,563,957         7,563,957       9,563,957    
 45            2,682,963         13,118,305     13,118,305     15,118,305       12,034,416        12,034,416      14,034,416     
 50            3,517,046         21,165,673     21,165,673     23,165,673       18,919,143        18,919,143      20,919,143     
 55            4,581,572         33,982,866     33,982,866     35,982,866       29,536,050        29,536,050      31,536,050    
 60            5,940,206         54,607,230     54,607,230     56,607,230       46,013,703        46,013,703      48,013,703    
 65            7,674,207         88,144,085     88,144,085     90,144,085       69,962,597        69,962,597      71,962,597     
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION II; CASH VALUE ACCUMULATION TEST                        ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 40                                                 ANNUAL RATE OF RETURN:       12% (10.43% net)         
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             16,473         15,673      2,016,473           16,469            15,669       2,016,469
  2               34,440             34,658         34,018      2,034,658           34,640            34,000       2,034,640
  3               52,962             54,730         54,250      2,054,730           54,686            54,206       2,054,686
  4               72,410             76,887         76,567      2,076,887           76,800            76,480       2,076,800
  5               92,831            101,342        101,182      2,101,342          101,191           101,031       2,101,191

  6              114,272            128,333        128,333      2,128,333          128,092           128,092       2,128,092
  7              136,786            158,121        158,121      2,158,121          157,756           157,756       2,157,756
  8              160,425            191,020        191,020      2,191,020          190,489           190,489       2,190,489
  9              185,246            227,378        227,378      2,227,378          226,628           226,628       2,226,628
 10              211,309            267,555        267,555      2,267,555          266,525           266,525       2,266,525

 11              238,674            311,951        311,951      2,311,951          310,564           310,564       2,310,564
 12              267,408            361,006        361,006      2,361,006          359,169           359,169       2,359,169
 13              297,578            415,203        415,203      2,415,203          412,804           412,804       2,412,804
 14              329,257            475,079        475,079      2,475,079          471,978           471,978       2,471,978
 15              362,520            541,222        541,222      2,541,222          537,252           537,252       2,537,252

 16              397,446            614,281        614,281      2,614,281          609,237           609,237       2,609,237
 17              434,118            694,971        694,971      2,694,971          688,608           688,608       2,688,608
 18              472,624            784,081        784,081      2,784,081          776,103           776,103       2,776,103
 19              513,055            882,478        882,478      2,882,478          872,528           872,528       2,872,528
 20              555,508            991,118        991,118      2,991,118          978,770           978,770       2,978,770

 25              801,815          1,727,838      1,727,838      4,215,925 (3)    1,692,926         1,692,926       4,130,739 (3)  
 30            1,116,173          2,923,257      2,923,257      5,992,677 (3)    2,826,126         2,826,126       5,793,558 (3) 
 35            1,517,381          4,836,375      4,836,375      8,463,656 (3)    4,573,637         4,573,637       8,003,865 (3) 
 40            2,029,436          7,841,666      7,841,666     11,919,332 (3)    7,180,521         7,180,521      10,914,392 (3)
 45            2,682,963         12,431,345     12,431,345     16,906,629 (3)   10,897,228        10,897,228      14,820,230 (3) 
 50            3,517,046         19,226,299     19,226,299     24,032,874 (3)   16,023,531        16,023,531      20,029,414 (3) 
 55            4,581,572         29,204,819     29,204,819     34,169,638 (3)   23,016,718        23,016,718      26,929,560 (3)
 60            5,940,206         44,220,836     44,220,836     49,085,128 (3)   32,701,113        32,701,113      36,298,235 (3)
 65            7,674,207         68,791,182     68,791,182     71,542,829 (3)   46,047,005        46,047,005      48,047,005     
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.
(3)  Increase is due to adjustment by the corridor percentage. See "Death 
     Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

<PAGE>
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION II: GUIDELINE PREMIUM TEST                              ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 40                                                 ANNUAL RATE OF RETURN:     6% (4.43% net)          
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
 END           ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             15,578         14,778      2,015,578           15,574            14,774       2,015,574
  2               34,440             31,840         31,200      2,031,840           31,823            31,183       2,031,823
  3               52,962             48,814         48,334      2,048,814           48,772            48,292       2,048,772
  4               72,410             66,530         66,210      2,066,530           66,450            66,130       2,066,450
  5               92,831             85,020         84,860      2,085,020           84,883            84,723       2,084,883

  6              114,272            104,314        104,314      2,104,314          104,099           104,099       2,104,099
  7              136,786            124,446        124,446      2,124,446          124,125           124,125       2,124,125
  8              160,425            145,448        145,448      2,145,448          144,989           144,989       2,144,989
  9              185,246            167,363        167,363      2,167,363          166,726           166,726       2,166,726
 10              211,309            190,253        190,253      2,190,253          189,392           189,392       2,189,392

 11              238,674            214,158        214,158      2,214,158          213,017           213,017       2,213,017
 12              267,408            239,118        239,118      2,239,118          237,631           237,631       2,237,631
 13              297,578            265,172        265,172      2,265,172          263,260           263,260       2,263,260
 14              329,257            292,363        292,363      2,292,363          289,928           289,928       2,289,928
 15              362,520            320,729        320,729      2,320,729          317,658           317,658       2,317,658

 16              397,446            350,311        350,311      2,350,311          346,465           346,465       2,346,465
 17              434,118            381,147        381,147      2,381,147          376,363           376,363       2,376,363
 18              472,624            413,277        413,277      2,413,277          407,360           407,360       2,407,360
 19              513,055            446,735        446,735      2,446,735          439,453           439,453       2,439,453
 20              555,508            481,557        481,557      2,481,557          472,637           472,637       2,472,637

 25              801,815            677,090        677,090      2,677,090          653,924           653,924       2,653,924      
 30            1,116,173            908,661        908,661      2,908,661          852,846           852,846       2,852,846     
 35            1,517,381          1,167,582      1,167,582      3,167,582        1,037,732         1,037,732       3,037,732     
 40            2,029,436          1,423,356      1,423,356      3,423,356        1,137,238         1,137,238       3,137,238    
 45            2,682,963          1,593,526      1,593,526      3,593,526          995,684           995,684       2,995,684     
 50            3,517,046          1,510,956      1,510,956      3,510,956          359,382           359,382       2,359,382     
 55            4,581,572            951,419        951,419      2,951,419                0                 0               0    
 60                    0                  0              0              0                0                 0               0    
 65                    0                  0              0              0                0                 0               0     
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION II; CASH VALUE ACCUMULATION TEST                        ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 40                                                 ANNUAL RATE OF RETURN:     6% (4.43% net)          
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             15,578         14,778      2,015,578           15,574            14,774       2,015,574
  2               34,440             31,840         31,200      2,031,840           31,823            31,183       2,031,823
  3               52,962             48,814         48,334      2,048,814           48,772            48,292       2,048,772
  4               72,410             66,530         66,210      2,066,530           66,450            66,130       2,066,450
  5               92,831             85,020         84,860      2,085,020           84,883            84,723       2,084,883

  6              114,272            104,314        104,314      2,104,314          104,099           104,099       2,104,099
  7              136,786            124,446        124,446      2,124,446          124,125           124,125       2,124,125
  8              160,425            145,448        145,448      2,145,448          144,989           144,989       2,144,989
  9              185,246            167,363        167,363      2,167,363          166,726           166,726       2,166,726
 10              211,309            190,253        190,253      2,190,253          189,392           189,392       2,189,392

 11              238,674            214,158        214,158      2,214,158          213,017           213,017       2,213,017
 12              267,408            239,118        239,118      2,239,118          237,631           237,631       2,237,631
 13              297,578            265,172        265,172      2,265,172          263,260           263,260       2,263,260
 14              329,257            292,363        292,363      2,292,363          289,928           289,928       2,289,928
 15              362,520            320,729        320,729      2,320,729          317,658           317,658       2,317,658

 16              397,446            350,311        350,311      2,350,311          346,465           346,465       2,346,465
 17              434,118            381,147        381,147      2,381,147          376,363           376,363       2,376,363
 18              472,624            413,277        413,277      2,413,277          407,360           407,360       2,407,360
 19              513,055            446,735        446,735      2,446,735          439,453           439,453       2,439,453
 20              555,508            481,557        481,557      2,481,557          472,637           472,637       2,472,637

 25              801,815            677,090        677,090      2,677,090          653,924           653,924       2,653,924      
 30            1,116,173            908,661        908,661      2,908,661          852,846           852,846       2,852,846     
 35            1,517,381          1,167,582      1,167,582      3,167,582        1,037,732         1,037,732       3,037,732     
 40            2,029,436          1,423,356      1,423,356      3,423,356        1,137,238         1,137,238       3,137,238    
 45            2,682,963          1,593,526      1,593,526      3,593,526          995,684           995,684       2,995,684     
 50            3,517,046          1,510,956      1,510,956      3,510,956          359,382           359,382       2,359,382     
 55            4,581,572            951,419        951,419      2,951,419                0                 0               0    
 60                    0                  0              0              0                0                 0               0    
 65                    0                  0              0              0                0                 0               0     
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

<PAGE>
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION II; GUIDELINE PREMIUM TEST                              ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 40                                                 ANNUAL RATE OF RETURN:     0% (-1.57% net)          
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             14,683         13,883      2,014,683           14,679            13,879       2,014,679
  2               34,440             29,129         28,489      2,029,129           29,113            28,473       2,029,113
  3               52,962             43,340         42,860      2,043,340           43,301            42,821       2,043,301
  4               72,410             57,319         56,999      2,057,319           57,245            56,925       2,057,245
  5               92,831             71,067         70,907      2,071,067           70,943            70,783       2,070,943

  6              114,272             84,586         84,586      2,084,586           84,393            84,393       2,084,393
  7              136,786             97,875         97,875      2,097,875           97,592            97,592       2,097,592
  8              160,425            110,935        110,935      2,110,935          110,537           110,537       2,110,537
  9              185,246            123,766        123,766      2,123,766          123,223           123,223       2,123,223
 10              211,309            136,368        136,368      2,136,368          135,644           135,644       2,135,644

 11              238,674            148,738        148,738      2,148,738          147,793           147,793       2,147,793
 12              267,408            160,886        160,886      2,160,886          159,670           159,670       2,159,670
 13              297,578            172,813        172,813      2,172,813          171,267           171,267       2,171,267
 14              329,257            184,514        184,514      2,184,514          182,569           182,569       2,182,569
 15              362,520            195,979        195,979      2,195,979          193,555           193,555       2,193,555

 16              397,446            207,201        207,201      2,207,201          204,196           204,196       2,204,196
 17              434,118            218,163        218,163      2,218,163          214,464           214,464       2,214,464
 18              472,624            228,855        228,855      2,228,855          224,323           224,323       2,224,323
 19              513,055            239,254        239,254      2,239,254          233,727           233,727       2,233,727
 20              555,508            249,341        249,341      2,249,341          242,629           242,629       2,242,629

 25              801,815            294,027        294,027      2,294,027          277,263           277,263       2,277,263      
 30            1,116,173            324,151        324,151      2,324,151          285,044           285,044       2,285,044     
 35            1,517,381            325,171        325,171      2,325,171          236,238           236,238       2,236,238     
 40            2,029,436            266,337        266,237      2,266,337           75,451            75,451       2,075,451    
 45            2,682,963             80,210         80,210      2,080,210                0                 0               0     
 50                    0                  0              0              0                0                 0               0     
 55                    0                  0              0              0                0                 0               0    
 60                    0                  0              0              0                0                 0               0    
 65                    0                  0              0              0                0                 0               0     
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>
 
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                   CHUBB HERITAGE II JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
<TABLE> 
<CAPTION> 
DEATH BENEFIT OPTION II; CASH VALUE ACCUMULATION TEST                        ASSUMED HYPOTHETICAL GROSS
MALE NON-SMOKER ISSUE AGE 40                                                 ANNUAL RATE OF RETURN:     0% (-1.57% net)          
FEMALE NON-SMOKER ISSUE AGE 35
$2,000,000 INITIAL SPECIFIED AMOUNT                                          ASSUMED ANNUAL PREMIUM (1):       $16,000
 
                PREMIUMS                   ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
END            ACCUMULATED     ---------------------------------------------   -----------------------------------------------
 OF           AT 5% INTEREST      ACCUMULATION       CASH        DEATH           ACCUMULATION         CASH          DEATH 
YEAR             PER YEAR           VALUE(2)       VALUE(2)     BENEFIT(2)         VALUE(2)          VALUE(2)      BENEFIT(2)
- ----             --------           --------       --------    -----------         --------          --------      ----------
<S>              <C>                <C>            <C>         <C>                 <C>               <C>           <C>       
  1               16,800             14,683         13,883      2,014,683           14,679            13,879       2,014,679
  2               34,440             29,129         28,489      2,029,129           29,113            28,473       2,029,113
  3               52,962             43,340         42,860      2,043,340           43,301            42,821       2,043,301
  4               72,410             57,319         56,999      2,057,319           57,245            56,925       2,057,245
  5               92,831             71,067         70,907      2,071,067           70,943            70,783       2,070,943

  6              114,272             84,586         84,586      2,084,586           84,393            84,393       2,084,393
  7              136,786             97,875         97,875      2,097,875           97,592            97,592       2,097,592
  8              160,425            110,935        110,935      2,110,935          110,537           110,537       2,110,537
  9              185,246            123,766        123,766      2,123,766          123,223           123,223       2,123,223
 10              211,309            136,368        136,368      2,136,368          135,644           135,644       2,135,644

 11              238,674            148,738        148,738      2,148,738          147,793           147,793       2,147,793
 12              267,408            160,886        160,886      2,160,886          159,670           159,670       2,159,670
 13              297,578            172,813        172,813      2,172,813          171,267           171,267       2,171,267
 14              329,257            184,514        184,514      2,184,514          182,569           182,569       2,182,569
 15              362,520            195,979        195,979      2,195,979          193,555           193,555       2,193,555

 16              397,446            207,201        207,201      2,207,201          204,196           204,196       2,204,196
 17              434,118            218,163        218,163      2,218,163          214,464           214,464       2,214,464
 18              472,624            228,855        228,855      2,228,855          224,323           224,323       2,224,323
 19              513,055            239,254        239,254      2,239,254          233,727           233,727       2,233,727
 20              555,508            249,341        249,341      2,249,341          242,629           242,629       2,242,629

 25              801,815            294,027        294,027      2,294,027          277,263           277,263       2,277,263      
 30            1,116,173            324,151        324,151      2,324,151          285,044           285,044       2,285,044     
 35            1,517,381            325,171        325,171      2,325,171          236,238           236,238       2,236,238     
 40            2,029,436            266,337        266,337      2,266,337           75,451            75,451       2,075,451    
 45            2,682,963             80,210         80,210      2,080,210                0                 0               0     
 50                    0                  0              0              0                0                 0               0     
 55                    0                  0              0              0                0                 0               0    
 60                    0                  0              0              0                0                 0               0    
 65                    0                  0              0              0                0                 0               0     
- -----------
</TABLE>
(1)  Assumes a $16,000 premium is paid at the beginning of each policy year.
     Values would be different if premiums are paid with a different frequency
     or in different amounts.
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
     indicate lapse in the absence of an additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR CHUBB SERIES TRUST. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY CHUBB LIFE, SEPARATE ACCOUNT C, OR CHUBB SERIES TRUST THAT THIS
ASSUMED INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.



<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
Chubb Separate Account C, certifies that is meets the requirements of Securities
Act Rule 485(b) for effectiveness of this Post-Effective Amendment No. 1 to the
Registration Statement and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in Concord, New Hampshire, on the     day of April, 1995.


(Seal)
                                         Chubb Separate Account C
                                         (Registrant)
                                         Chubb Life Insurance Company of America
                                         (Depositor)



                                         By: /s/ Frederick H. Condon
                                            ---------------------------------
                                             Frederick H. Condon
                                          
                                      
                                         Title: Senior Vice President,
                                                General Counsel and Secretary
                                               ------------------------------

Attest:
     

 /s/ Charles C. Cornelio 
 ----------------------------------------
 Charles C. Cornelio, Assistant Secretary
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Chubb Life 
Insurance Company of America has duly caused this Post-Effective Amendment No. 2
to the Registration Statement to be signed on its behalf by the undersigned 
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in Concord, New Hampshire on the 21st day of February, 1996.


                                        CHUBB LIFE INSURANCE COMPANY OF AMERICA


                                  By: /s/ Frederick H. Condon    
                                     -----------------------------------------
                                          Frederick H. Condon

                                  Title: Senior Vice President, General Counsel
                                          and Secretary
                                         --------------------------------------


ATTEST:

/s/ Charles C. Cornelio
- ----------------------------------------
Charles C. Cornelio, Assistant Secretary


     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the date indicated.


     Signatures                         Title
     ----------                         -----



        *
- ------------------------------------    Director
     John C. Beck


        *
- ------------------------------------    Director, Vice Chairman
     Percy Chubb, III


        *
- ------------------------------------    Director
     Joel J. Cohen


        *
- ------------------------------------    Director
     Henry U. Harder


        *
- ------------------------------------    Director
     David H. Hoag


        *
- ------------------------------------    Director
     Robert V. Lindsay





<PAGE>
 
       Signatures                                       Title
       ----------                                       -----
                                           
                *                                     Director      
- ----------------------------------------   
        Thomas C. MacAvoy                  
                                           
                *                                     Director
- ----------------------------------------   
        Gertrude G. Michelson              
                                           
                *                                     Director, Chairman
- ----------------------------------------   
        Dean R. O'Hare                     
                                           
                *                                     Director
- ----------------------------------------   
        Warren B. Rudman                   
                                           
                *                                     Director
- ----------------------------------------   
        Sir David G. Scholey, COE          
                                           
                *                                     Director
- ----------------------------------------   
        Raymond G. H. Seitz                
                                           
                *                                     Vice President and 
- ----------------------------------------                Treasurer
        Russell C. Simpson                 
                                           
                *                                     Director
- ----------------------------------------   
        Lawrence M. Small                  
                                           
                *                                     President and Chief
- ----------------------------------------                Executive Officer
        Theresa M. Stone                   
                                           
                *                                     Executive Vice President
- ----------------------------------------                Chief Financial Officer
        Richard V. Werner                  
                                           
                *                                     Director
- ----------------------------------------   
        Richard D. Wood



*By: /s/ Frederick H. Condon
    ------------------------------------------
      Frederick H. Condon, Attorney-in-Fact,
      the 21st day of February, 1996, pursuant
      to Powers of Attorney filed as Exhibit
      11 hereto.
<PAGE>
 
                                 EXHIBIT INDEX

                                                                   Sequentially
                                                                     Numbered 
                                                                      Pages
                                                                   ------------
Exhibit  1(a)       - Resolution of Executive Committee of
                      The Board of Directors of Chubb Life
                      Insurance Company of America
Exhibit  1(c) (i)   - Form of Distribution Agreement Among
                      Chubb Life Insurance Company of America,
                      Chubb Separate Account C and Chubb
                      Securities Corporation
Exhibit  1(c) (ii)  - Specimen Variable Contracts Selling
                      Agreement Between Chubb Securities
                      Corporation and Selling Broker-Dealers
Exhibit  1(c) (iii) - Specimen District Manager's Agreement
                      of Chubb Securities Corporation
Exhibit  1(c) (iv)  - Specimen Registered Representative's
                      Agreement of Chubb Securities Corporation
Exhibit  1(c) (v)   - Schedule of Commissions
Exhibit  1(e) (i)   - Specimen Flexible Premium Variable Life
                      Insurance Policy
Exhibit  1(e) (ii)  - Specimen Joint and Last Survivor Flexible
                      Premium Variable Life Insurance Policy
Exhibit  1(e) (iii) - Form of Riders
Exhibit  1(f) (i)   - Amended and Restated Charter of Chubb
                      Life Insurance Company of America
Exhibit  1(f) (ii)  - By-Laws of Chubb Life Insurance Company of
                      America
Exhibit  3          - Opinion of Counsel as to Securities Being
                      Registered
Exhibit  6          - Actuarial Opinions and Consents of
                      Michael J. LeBoeuf, FSA, MAAA
<PAGE>
 
                                 EXHIBIT INDEX


                                                                  Sequentially
                                                                    Numbered
                                                                      Pages
                                                                  ------------

Exhibit  9          - Representations, Descriptions and
                      Undertakings Regarding Mortality and
                      Expense Risk Charge, Pursuant to Rule
                      6e-3(T) (b) (13) (iii) (F)
Exhibit  10         - Reinsurance Agreement between Chubb Life
                      Insurance Company of America, of Concord
                      New Hampshire, hereinafter referred to as
                      the "Ceding Company,"
Exhibit  11         - Powers of Attorney
Exhibit  12         - Memorandum regarding reliance on Order
                      of the Commission

<PAGE>
 
                                                    Exhibit 1(a)



                                  RESOLUTION

                                      OF

                            EXECUTIVE COMMITTEE 
                                      
                                      OF

                          THE BOARD  OF DIRECTORS 

                                      OF

                    CHUBB LIFE INSURANCE COMPANY OF AMERICA
<PAGE>
 
I, Charles C. Cornelio, Assistant Secretary of Chubb Life Insurance Company of
America, do hereby certify that the following resolutions were adopted at a
meeting of the Executive Committee of the Board of Directors on August 4, 1993:

RESOLVED: That pursuant to the provision of Sections 408:23-26 of the New
Hampshire Revised Statutes Annotated, and any regulations promulgated
thereunder by the New Hampshire Commissioner of Insurance, the Board of
Directors of Chubb Life Insurance Company of America ("the Company") does hereby
establish a separate account to be known as "Chubb Separate Account C" for the
purpose of allocating thereto any amounts paid to or held by the Company in
connection with the issuance of variable life insurance policies (the
"Policies"), including but not limited to, amounts held under optional
settlement modes;

FURTHER RESOLVED: That the Chairman, the Vice Chairman, the President, any
Senior Vice President and the Treasurer, or any of them, (herein "Officers") be,
and they each hereby are, severally authorized and directed, in conjunction with
the Company's independent certified public accountants, legal counsel,
independent consultants and/or such others as they may deem appropriate, to take
such actions as they deem necessary or appropriate to receive approval of the
operation of Chubb Separate Account C by the New Hampshire Commissioner of
Insurance.

FURTHER RESOLVED: That the income, gains and losses, realized or unrealized, in
Chubb Separate Account C shall be credited to or charged against the amounts
allocated to the Chubb Separate Account C in accordance with the terms of the
Policies, without regard to other income, gains or losses of the Company;

FURTHER RESOLVED: That Separate Account C shall be legally segregated and the
assets and contract liabilities shall not be chargeable with liabilities arising
out of any other business which the Company may conduct and such assets shall
not be available to general creditors of the Company in the event of insolvency
of the Company to the full extent permitted by applicable law;

FURTHER RESOLVED: That Chubb Separate Account C shall be divided into divisions
and subdivisions so that each division or subdivision may invest in the shares
of designated investment companies with the net premiums received under the
policies as directed by the owners of said Policies;

FURTHER RESOLVED: That the Executive Committee of the Board of Directors be, and
it hereby is, expressly authorized in its discretion and as it may deem
appropriate from time to time in accordance with applicable laws and regulations
(a)
<PAGE>
 
                                      -2-

to divide Chubb Separate Account C into one or more divisions or subdivisions,
(b) to modify, consolidate, or eliminate any such divisions or subdivisions, (c)
to change the designation of Chubb Separate Account C to another designation (d)
to further designate any divisions or subdivisions thereof, and (e) to take such
other action as may be required to further Chubb Separate Account C's compliance
with applicable state and federal laws;

FURTHER RESOLVED: That amounts allocated to Chubb Separate Account C and any
accumulations thereon, or to any division of Chubb Separate Account C, may be
invested or reinvested in any class of investments which may be authorized in
the Policies, including, but not limited to, shares of an investment company or
companies established pursuant to the Investment Company Act of 1940 and
regulations promulgated thereunder, without regard to any requirements or
limitations prescribed by the laws of the State of New Hampshire governing the
investments of life insurance companies; provided, that except with the approval
of the New Hampshire Commissioner, no reserves for:

     (a)  Benefits guaranteed as to amount and duration; and

     (b)  Funds guaranteed as to principal amounts or stated rate of interest

shall be maintained in Chubb Separate Account C; 

FURTHER RESOLVED: That the Officers be, and they each hereby are, authorized and
directed to:

     (a)  Take all actions, or render all assistance, necessary or appropriate
          to establish one or more investment companies to serve as the
          underlying investment medium for Chubb Separate Account C, its
          divisions or subdivisions, and to register such investment companies
          under applicable state and federal laws and regulations;

     (b)  Execute such agreement or agreements as they deem necessary or
          appropriate with one or more investment companies established pursuant
          to the Investment Company Act of 1940 and regulations promulgated
          thereunder;

FURTHER RESOLVED: That the Officers of the Company be, and they each hereby are,
severally authorized to invest cash in Chubb Separate Account C or in any
division thereof as may be deemed necessary or appropriate to facilitate the
commencement of Chubb Separate Account C's operations, including but not limited
to compliance with applicable tax laws, or to meet any minimum capital
requirements under the Investment Company Act of 1940 and to transfer cash or
<PAGE>
 
                                      -3-


securities from time to time between the Company's general account and Chubb
Separate Account C as deemed necessary or appropriate so long as such transfers
are not prohibited by law and are consistent with the terms of the Policies;

FURTHER RESOLVED: That the Officers be, and they each hereby are, authorized
and directed, in conjunction with the Company's independent certified public
accountants, legal counsel, independent consultants or such others as they
deem appropriate to take such action as they deem necessary or appropriate to:

     (a)  Register Chubb Separate Account C as a unit investment trust under the
          Investment Company Act of 1940, as amended;

     (b)  Register the Policies and such amounts, which may be indefinite
          amounts, as the Officers shall from time to time deem appropriate
          under the Securities Act of 1933; and

     (c)  Take all other action on behalf of Chubb Separate Account C and on
          behalf of the Company as sponsor and depositor which in their judgment
          may be necessary or appropriate in connection with the offering of
          said Policies for sale and the operation of Chubb Separate Account C
          in order to comply with the Investment Company Act of 1940, the
          Securities Exchange Act of 1934, the Securities Act of 1933 and all
          other applicable federal laws and regulations, including the filing of
          any registration statements, amendments to registration statements,
          notification of registration statements, any undertakings, and any
          applications for exemptions from the Investment Company Act of 1940,
          and amendments thereto, the Securities Act of 1933 or other applicable
          federal laws and regulations;

FURTHER RESOLVED: That the President of the Company, and any Senior Vice
President of the Company, are duly appointed as agents for service of process
under such registration statements and duly authorized to receive communications
and notices from the Securities and Exchange Commission with respect thereto and
exercise any powers given to such agents by the rules and regulations under the
Securities Act of 1933 and applicable state law;

FURTHER RESOLVED: That the Officers be, and they each hereby are, authorized and
directed on behalf of Chubb Separate Account C and on behalf of the Company to
take any and all actions that any of them may deem necessary or advisable in
order to offer and sell the Policies, including any registrations, filings and
qualifications of the Company, its
<PAGE>
 
                                      -4-


officers, agents and employees, Chubb Separate Account C and of the Policies,
under the insurance and securities laws of any state or any other jurisdiction,
and in connection therewith to prepare, execute, deliver and file all such
applications, reports, covenants, resolutions, applications for exemptions,
consents to service of process and other papers and instruments as may be
required under such laws, and to take any and all further actions which said
Officers or legal counsel for the Company may deem necessary or desirable in
order to maintain such registrations or qualifications for as long as said
Officers or legal counsel deem it to be in the best interest of Chubb Separate
Account C and the Company;

FURTHER RESOLVED: That any form of corporate resolution required by any State or
other jurisdiction in connection with any filing, registration, or approval as
contemplated in these resolutions is hereby adopted and the Officers be, and
they each hereby are, authorized to certify to the adoption thereof by this
Board;

FURTHER RESOLVED: That the Officers be, and they each hereby are, authorized in
the names and on behalf of Chubb Separate Account C and the Company to execute
and file irrevocable written consents to be used in such States and other
jurisdictions wherein such consents to service of process may be requisite under
the insurance or securities laws thereof in connection with such registration or
qualification of the Policies or Chubb Separate Account C and to appoint the
appropriate State or public official, or such other person that may be specified
by said insurance or securities laws, as agents of Chubb Separate Account C and
of the Company for the purpose of receiving and accepting process;

FURTHER RESOLVED: That the Officers be, and they each hereby are, authorized to
establish procedures to the extent required, or deemed appropriate, and subject
to the limitations of applicable law, for providing a pass-through of voting
rights for owners of the Policies with respect to the shares of an investment
company or companies, attributable to them, owned by Chubb Separate Account C;

FURTHER RESOLVED: That the following general Standard of Suitability, which
expresses the policy of the Company with respect to determining the suitability
for applicants be adopted: No recommendations shall be made to a potential
applicant to purchase a variable life insurance product and no variable life
insurance product shall be issued in the absence of reasonable grounds to
believe that the purchase of same is not unsuitable for such applicant on the
basis of information furnished after reasonable inquiry of such applicant
concerning the applicant's insurance and investment objective, financial
situation and needs, and any other information known to the Company or to the
sales
<PAGE>
 
                                      -5-

representative making the recommendations;

FURTHER RESOLVED: That the Officers be, and they each hereby are, authorized and
directed to execute such agreement or agreements as they deem necessary or
appropriate:

     (a)  With Chubb Securities Corporation, or any other qualified entity,
          under which Chubb Securities Corporation or such other entity will be
          appointed principal underwriter and distributor for the Policies; and

     (b)  With one or more qualified banks or other qualified entities including
          the Company or any of its affiliates to provide administrative and/or
          custodial service in connection with the establishment and maintenance
          of Chubb Separate Account C and the design, issuance and
          administration of the Policies;

FURTHER RESOLVED:  That the following binding Standards of Conduct applicable to
the Company, its officers, directors, employees, and affiliates ("Persons") with
respect to the purchase and sale of investments of Chubb Separate Account C be
adopted:

     (1)  No person shall engage in any action or activity which the Person has
          reason to believe could in any way conflict with Chubb Separate
          Account C's interest.

     (2)  No person, directly or indirectly, shall, in connection with any
          transaction, (a) employ any device, scheme or artifice to defraud
          Chubb Separate Account C (b) make to Chubb Separate Account C any
          untrue statement of a material fact or omit to state to Chubb Separate
          Account C a material fact necessary in order to make the statements
          made, in light of the circumstances under which they are made, not
          misleading; (c) engage in any act, practice or course of business
          which operates or would operate as a fraud or deceit upon Chubb
          Separate Account C, or (d) engage in any manipulative practice with
          respect to the Chubb Separate Account C.

     (3)  No person shall accept, directly or indirectly, any gift, favor,
          service, or anything of value from any broker, dealer or other person
          which could be construed as being compensation for causing Chubb
          Separate Account C to engage in any transaction with such broker,
          dealer or other person.

     (4)  Each Person shall keep confidential all information
<PAGE>
 
                                      -6-


          regarding past or future transactions, investment programs and studies
          of Chubb Separate Account C, except as may be required by applicable
          law or as approved by the Company's Board of Directors.

FURTHER RESOLVED:  That the Officers be, and they each hereby are, authorized
and directed on behalf of the Company to execute and deliver such agreements and
other documents and to do such acts and things as each of them may in their sole
discretion deem necessary or desirable to carry out the foregoing resolutions
and the intent and purposes thereof.


Date:  November 30, 1993                       /s/ Charles C. Cornelio
     ----------------------------           --------------------------------
                                               Charles C. Cornelio
                                               Assistant Secretary

<PAGE>
 
                                                   Exhibit 1(c) (i)



                                     FORM

                                      OF

                            DISTRIBUTION AGREEMENT

                                     AMONG

                   CHUBB LIFE INSURANCE COMPANY OF AMERICA,

                           CHUBB SEPARATE ACCOUNT C

                                      AND

                         CHUBB SECURITIES CORPORATION
<PAGE>
 
                   SEPARATE ACCOUNT DISTRIBUTION AGREEMENT 
                   --------------------------------------- 

                                    AMONG 
                                    -----

                        CHUBB SECURITIES CORPORATION, 
                        -----------------------------

                   CHUBB LIFE INSURANCE COMPANY OF AMERICA 
                   ---------------------------------------

                                     AND 
                                     ---

                           CHUBB SEPARATE ACCOUNT C
                           ------------------------
<PAGE>
 
                                SEPARATE ACCOUNT
                                ----------------
                             DISTRIBUTION AGREEMENT
                             ----------------------

     AGREEMENT made this ______ day of _________, 1993, by and between CHUBB
SECURITIES CORPORATION, a corporation organized and existing under the laws of
the State of New Hampshire with its principal place of business in Concord, New
Hampshire (herein the "DISTRIBUTOR"), CHUBB LIFE INSURANCE COMPANY OF AMERICA,
an insurance company organized and existing under the laws of the State of New
Hampshire with its principal place of business in Concord, New Hampshire (herein
the "COMPANY"), and CHUBB SEPARATE ACCOUNT C, a separate account established
pursuant to the provisions of Section 408:23 et seq. of the New Hampshire
Revised Statutes Annotated and a registered investment company under the
Investment Company Act of 1940 (the "1940 Act") (herein the "Separate Account").


                             W I T N E S S E T H:

     WHEREAS, the Company and the Separate Account propose to offer for sale
certain variable life insurance policies (together with any riders, the
"Policies") which may be deemed to be securities under the Securities Act of
1933 (the "1933 Act") and the laws of some states; and

     WHEREAS, the Distributor, a wholly-owned subsidiary of Chubb Life Insurance
Company of America, is registered as a broker-dealer with the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (the
"1934 Act") and is a member of the National Association of
<PAGE>
 
Securities Dealers, Inc. (the "NASD"); and

     WHEREAS, the parties desire to have the Distributor act as principal
underwriter for the Separate Account and assume full responsibility for the
securities activities of any "person associated" (as that term is defined in
Section 3(a)(18) of the 1934 Act) with the Distributor and engaged directly or
indirectly in the variable life insurance operation (the "Associated Persons");
and

     WHEREAS, the parties desire to have the Company perform certain services in
connection with the sale of the Policies;

     NOW, THEREFORE, in consideration of the covenants and mutual promises
herein contained and of other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the Distributor and the
Company agree as follows:

     1.  The Distributor will act as the exclusive principal underwriter during
the term of this Agreement in each state or other jurisdiction where the
Policies may legally be sold. The Distributor shall at all times function as and
be deemed to be an independent contractor and will be under no obligation to
effectuate any particular amount of sales of Policies or to promote or make
sales, except to the extent the Distributor deems advisable.  Anything in this
Agreement to the contrary notwithstanding, the Company retains the ultimate
right to control the sale of the Policies, including the right to suspend sales
in any jurisdiction or jurisdictions, to appoint and discharge agents of the

                                      -2-
<PAGE>
 
Company, or to refuse to sell a Policy to any applicant for any reason
whatsoever.

     2.  The Distributor will assume full responsibility for the securities
activities of, and for securities law compliance by, the Associated Persons,
including, as applicable, compliance with the NASD Rules of Fair Practice and
Federal and state laws and regulations.  The Distributor, directly or through
the Company as its agent, will (a) make timely filings with the SEC, NASD, and
any other securities regulatory authorities of any sales literature or materials
relating to the Separate Account, as required by law to be filed, (b) make
available to the Company copies of any agreements or plans intended for use in
connection with the sale of the Policies in sufficient number and in adequate
time for clearance by the appropriate regulatory authorities before they are
used, and (c) train the Associated Persons, use its best efforts to prepare them
to complete satisfactorily any and all applicable NASD and state qualification
examinations, register the Associated Persons as its registered representatives
before they engage in securities activities, and supervise and control them in
the performance of such activities.  In connection with the clearance by
appropriate regulatory authorities the parties agree to use their best efforts
to obtain such clearance by the appropriate regulatory authorities as
expeditiously as reasonably possible and shall not use any materials, plan or
agreement in any jurisdiction unless all filings have been

                                      -3-
<PAGE>
 
made and approvals obtained that are necessary to make said use proper and legal
therein.

     3.  The Company shall undertake to appoint the Distributor's qualified
representatives as life insurance agents of the Company, and shall be
responsible for ensuring that only agents properly qualified under the insurance
laws of all relevant jurisdictions will engage in the offer and sale of
Policies.  Completed applications for the Policy shall be transmitted directly
to the Company for acceptance or rejection in accordance with insurance
underwriting and selection rules established by the Company.  Initial and
subsequent premium payments under the Policies shall be made payable to the
Company and shall be held in a fiduciary capacity for and forwarded to the
Company promptly (and, in any event, within not more than 30 days).

     4.  The Distributor shall take reasonable steps to ensure that the various
representatives appointed by it shall not make recommendations to an applicant
to purchase a Policy in the absence of reasonable grounds to believe that the
purchase of the Policy is suitable for said applicant.  While not limited to the
following, a determination of suitability shall be based on information
furnished to a representative after reasonable inquiry of such applicant (and
any other information known about the applicant) concerning the applicant's
insurance and investment objectives and financial situation and needs, including
the likelihood that the applicant will make sufficient premium payments to
derive the

                                      -4-
<PAGE>
 
benefits thereof.

         No person shall use any sales aids, promotional material, or sales
literature which has not been specifically approved in advance by the Company,
and the Company will be responsible for filing such items, as necessary, with
any insurance regulatory authorities and, where necessary, obtaining approvals
of said authorities.  No person shall, in connection with the offer or sale of
the Policies, make any representations or communicate any information regarding
the Policies or the Company, which are not contained in materials approved by
the Company as aforesaid or in the then-effective Registration Statement of the
Separate Account under the Securities Act of 1933.

     5.  As between the Company and the Distributor, the Company will, except as
otherwise provided in this Agreement, bear and/or reimburse the Distributor for
the cost of all services and expenses, including direct legal services and
expenses and registration, filing and other fees, in connection with (a)
registering and qualifying the Separate Account, the Policies, and (to the
extent requested by the Distributor) the Associated Persons with Federal and
state regulatory authorities and the NASD (including the training of Associated
Persons for this purpose), (b) printing, filing and distributing all
registration statements and prospectuses (including amendments), Policies,
notices, periodic reports, proxy solicitation material, sales literature and
advertising filed or distributed in connection with the sale of the

                                      -5-
<PAGE>
 
Policies, (c) complying with the requirements of Section 7 below, and (d)
performing its obligations under its Distribution Agreement with Chubb Series
Trust, including, without limitation, the Distributor's obligations thereunder
to pay said trust's distribution expenses.

     6.  The Company will, in connection with the sale of the Policies,
reimburse the Distributor for all amounts (including the sales commissions and
managers' overrides described in the prospectus for the Policies) paid to the
sales representatives, managers, or to other broker-dealers who have entered
into selling agreements with the Distributor.

     7.  The Distributor, directly or through the Company as its agent, will (a)
maintain and preserve in accordance with Rules 17a-3 and 17a-4 under the 1934
Act all books and records required to be maintained in connection with the offer
and sale of the Policies being distributed pursuant to this Agreement, which
books and records shall remain the property of the Distributor and shall be
subject to inspection by the Securities and Exchange Commission in accordance
with Section 17(a) of the Act, and (b) upon or prior to completion of each
transaction for which a confirmation is legally required, send a written
confirmation for each such transaction reflecting the facts of the transaction.
All records maintained hereunder will be available to properly-constituted
governmental authorities, should the same be required to be filed with or
reviewed by

                                      -6-
<PAGE>
 
said authorities.  The Company shall have access to all records maintained
hereunder and, upon reasonable request, copies shall be furnished to the
Company.

     8.  The Distributor will execute such papers and do such acts and things as
shall from time to time be reasonably requested by the Company for the purpose
of (a) maintaining the registration of the Policies under the 1933 Act and the
Separate Account under the 1940 Act, and (b) qualifying and maintaining
qualification of the Policies for sale under the applicable laws of any state.

      9.  Each party hereto shall advise the other promptly of (a) any action of
the SEC or any authorities of any state or territory, of which it has knowledge,
affecting registration or qualification of the Separate Account or the Policies,
or the right to offer the Policies for sale, and (b) the happening of any event
which makes untrue any statement or which requires the making of any change, in
the registration statement or prospectus in order to make the statements therein
not misleading.

     10.  Neither party hereto shall be liable to the other for any action taken
or omitted by it, or any of its officers, agents or employees, in performing
their responsibilities under this Agreement in good faith and without
negligence, willful misfeasance or reckless disregard of such responsibilities.

     11.  As compensation for the Distributor's assuming the expenses and
performing the services to be assumed and

                                      -7-
<PAGE>
 
performed by it pursuant to this Agreement, the Distributor shall receive from
the Company such amounts and at such times as may from time to time be agreed
upon by the Distributor and the Company.

     12.  As compensation for its services performed and expenses incurred under
this Agreement, the Company will receive all amounts charged as "Sales Charges"
under the Policies.  It is understood that the Company assumes the risk that the
above compensation for its services may not prove sufficient to cover its actual
expenses in connection therewith.

     13.  It is understood that any Policyholder or agent of the Separate
Account may be a policyholder, shareholder, director, officer, employee or agent
of, or be otherwise interested in, the Distributor, any affiliated person of the
Distributor, any organization in which the Distributor may have an interest or
any organization which may have an interest in the Distributor; that the
Distributor, any such affiliated person or any such organization may have an
interest in the Separate Account; and that the existence of any such dual
interest shall not affect the validity hereof or of any transaction hereunder
except as may otherwise be provided in the articles of organization or by-laws
of the Distributor or by specific provisions of applicable law.  For the purpose
of this Agreement, the term "affiliated persons" shall have its respective
meaning defined in the 1940 Act subject, however, to such exemptions as may be
granted by or

                                      -8-
<PAGE>
 
pursuant to that Act.

     14.  This Agreement shall become effective as of the date of its execution,
shall continue in full force and effect until terminated, may be amended at any
time by mutual agreement of the parties hereto, and may be terminated at any
time without penalty on sixty days' written notice by any party to the others.

     15.  The Distributor will not assign or delegate its responsibilities under
this Agreement, except with the written consent of the Company.

     16.  This Agreement shall be construed in accordance with the laws of the
State of New Hampshire.

     17.  The Distributor shall keep confidential any information obtained
pursuant to this Agreement, and shall disclose such information only if the
Company has authorized such disclosure, or if such disclosure is expressly
required by applicable Federal or state authorities.

     18.  The Distributor, the Company and the Separate Account agree to
cooperate fully in any insurance regulatory examination, investigation, or
proceeding or any juridical proceeding arising in connection with the Policies.
The Distributor, the Company and the Separate Account further agree to cooperate
fully in any securities regulatory examination, investigation or proceeding or
any judicial proceeding with respect to the Company, the Separate Account, the
Distributor, their affiliates and their agents or representatives, to the extent
that such examination,

                                      -9-
<PAGE>
 
investigation or proceeding is in connection with Policies distributed under
this Agreement.  The Distributor shall furnish applicable Federal and state
regulatory authorities with any information or reports in connection with its
services under this Agreement, which authorities may request in order to
ascertain whether the Company's operations are being conducted in a manner
consistent with any applicable law or regulations.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.


                                       CHUBB SECURITIES CORPORATION


                                        BY:
                                            ----------------------------

                                        TITLE:
                                               -------------------------

                                       CHUBB LIFE INSURANCE COMPANY OF AMERICA


                                        BY: 
                                            ----------------------------

                                        TITLE: 
                                               -------------------------


                                       CHUBB SEPARATE ACCOUNT C


                                        BY: 
                                            ----------------------------

                                        TITLE: 
                                               -------------------------
               

                                      -10-

<PAGE>
 
                                                 Exhibit 1(c) (ii)



                                   SPECIMEN

                     VARIABLE CONTRACTS SELLING AGREEMENT 

                                    BETWEEN

                         CHUBB SECURITIES CORPORATION 

                                      AND

                            SELLING BROKER-DEALERS
<PAGE>
 
                             [LOGO OF CHUBB SECURITIES CORPORATION APPEARS HERE]


   Chubb Securities Corporation

                            BROKER-DEALER AGREEMENT

   THIS AGREEMENT is made by and between CHUBB SECURITIES CORPORATION, a
corporation organized and existing under the laws of the State of New Hampshire
with its principal place of business in Concord, New Hampshire (hereinafter
called "Chubb") and _________________________________________, a corporation
organized and existing under the laws of the State of
________________________________ (the "State") with its principal place of
business in _______________________________________ (hereinafter called
"Broker").

   In consideration of the premises and the mutual agreements herein made, it is
agreed as follows:

                                EFFECTIVE DATE:

   This agreement shall be effective as of _____________________, 19___.

                                  BACKGROUND:

   Chubb, pursuant to the provisions of that certain Distribution Agreement
dated as of February 27, 1985 between Chubb and Chubb Life Insurance Company of
America ("Chubb Life"), acts as distributor of certain flexible premium variable
life insurance policies issued by Chubb Life. Chubb desires that Broker
distribute such policies in _________________________________, and Broker
desires to sell such policies, through its agents in such states, on the terms
and conditions set forth hereinafter.

                                  CONDITIONS:

   1.  Broker represents, warrants and covenants that:

       a) It is and will remain at all times during the term of this Agreement a
member in good standing of the National Association of Securities Dealers, Inc.
("NASD") and a broker-dealer duly registered with the Securities and Exchange
Commission ("SEC") and licensed as a broker-dealer under applicable state
securities laws;

       b) It is a corporation organized and existing in good standing under the
laws of the State and the execution and performance of this Agreement has been
duly authorized and will not violate any document or instrument to which it is a
party or by which it is bound;

                                      -1-
<PAGE>
 
     c)  It is in compliance with the applicable net capital requirements of the
SEC, the NASD and applicable securities exchanges and that it will, if so
requested, provide to persons designated by Chubb copies of each Statement of
Financial Condition contained in Financial and Operational Combined Uniformed
Single ("FOCUS") report filed with the SEC and any other applicable regulatory
authority:

     d)  It will immediately notify Chubb should the capital percentage, capital
ratio, or dollar amount of required net capital exceed or fall below the
percentages or amounts required under any applicable net capital rule or
regulations;

     e)  It is in compliance, and at all times during the term of this Agreement
will remain in compliance, with the capital and financial requirements of every
state in which it is licensed as a broker-dealer;

     f)  It will notify Chubb immediately in the event a determination is made
to cancel, terminate or substantially modify its blanket bond insurance
coverage;

     g)  It will keep confidential any confidential information it may acquire
as a result of this Agreement regarding Chubb, its affiliates' and subsidiaries'
affairs, which requirement shall survive the termination of this Agreement;

     h)  Only representatives of Broker who are agents of Chubb Life, and duly
registered as such with states having jurisdiction over such representatives,
may sell such policies.

   2.  Chubb represents, warrants and covenants that:

     a)  It is and will remain at all times during the term of this Agreement a
member in good standing of the NASD and a broker-dealer duly registered with the
SEC and licensed as a broker-dealer under applicable state securities laws;

     b)  It is a New Hampshire corporation, and that the execution and
performance of this Agreement has been duly authorized;

     c)  It is in compliance, and during the term of this Agreement will remain
in compliance, with the capital and financial reporting requirements of the NASD
and the capital requirements of every state in which it is licensed as a broker-
dealer; and

     d) It shall keep confidential any confidential information it may acquire
as a result of this Agreement regarding Broker's business and affairs, which
requirement shall survive termination of this Agreement.

   3. Broker shall, except as hereinafter specifically provided, cause its
representatives to sell such policies in the state(s) designated in the preamble
to this Agreement and in which both Chubb and the policies are duly registered.
Chubb, in its sole discretion, may reject any applications for a policy
submitted to it by the Broker or any of its representatives.

                                      -2-
<PAGE>
 
   4.  Chubb, subject to the terms and conditions contained herein, hereby
authorizes Broker as an independent contractor, to make sales of such policies
for which Chubb acts as a distributor. Broker agrees to direct the sales
activities of its Registered Representatives and to enforce written supervisory
procedures to assure strict compliance with applicable rules and regulations of
NASD, and any applicable state securities laws and regulations.

     a)  Broker shall have sole responsibility for maintaining an organized
program of supervision and compliance, consistent with the rules and regulations
of the SEC, the NASD, any applicable national securities exchanges and any state
securities regulatory agency having jurisdiction, with respect to the sale of
such policies. Such program shall include, but not be limited to, the following
types of procedures:

       (i) Review, verification and approval of all new accounts and
applications for the purpose of establishing the identity, capacity to contract,
reputability, financial condition, creditworthiness, investment objectives and
needs of each customer (and if applicable, essential information concerning such
customer's agent); and obtaining and providing all documents and agreements
required in opening, operating and maintaining such a policy, including, but not
limited to, delivery of the current prospectus;

       (ii) Review of all statements relating to each customer's policy;

       (iii) Investigation and analysis of all bona fide customer complaints and
regulatory or customer inquiries relating to policies sold through Broker, with
prompt notification thereof to Chubb;

       (iv) Registration of the firm as a broker-dealer and of sales personnel
in all states in which business is conducted and such registration is required.

   5.  Broker agrees to use its best efforts on behalf of Chubb while performing
the functions set forth herein. Broker agrees to promptly report and remit to
Chubb all checks, drafts or funds of any kind received from clients and in the
event of failure to do so, all rights hereunder, including all accrued and
accruing commissions, shall immediately terminate.

   6.  Broker shall be free to exercise its own judgment as to whom to solicit
and the time, place and manner of solicitation. Broker shall pay all expenses
incurred by it hereunder and shall comply with all federal and state laws,
ordinances and regulations relating thereto.

   7.  Broker hereby assigns to Chubb any and all commissions or other monies
now or hereafter owed to it, arising from the sale of such policies by its
authorized representatives or from any other business which Broker may do with
Chubb Life Insurance Company of America, or any subsidiary or affiliate thereof,
or their lawful successors, as security for repayment for any advance or other
extension of credit by Chubb to Broker.

                                     - 3 -
<PAGE>
 
Broker hereby authorizes Chubb Life Insurance Company of America, or any of its
subsidiaries or affiliates, upon receipt of written demand by Chubb, to pay such
monies to Chubb, to the extent of Chubb's interest therein or, in the
alternative, Broker hereby grants to Chubb and its affiliates a right of offset
against such commissions or other monies due Broker, which right shall survive
the termination of this Agreement.

   8. Except as otherwise stated herein, Broker shall be entitled to commissions
with respect to all sales of such policies it shall make in accordance with the
Commission Schedule attached hereto, which schedule may be modified at any time
by Chubb. All commissions are payable only upon receipt of full payment of
premiums due on such policies and are not paid until such premiums are earned.
Payments, if any, made to Broker's account in excess of commissions earned by it
in accordance with said Commission Schedule, as amended or supplemented, shall
be deemed an advance against future commissions and the amount of any such
excess shall be refunded to Chubb in the event of termination of this Agreement,
to the extent that such commissions have not been earned prior to such
termination.

   In the event this Agreement is terminated by Chubb for cause, or Broker is
dissolved or liquidated, no further commissions will be payable to Broker
pursuant to this Agreement.

   9. Chubb will, each month, furnish to Broker a statement of Broker's account
showing all earnings and payments made to its account allocated by
representative registered with Broker and the balance due from Chubb. Broker
agrees to notify Chubb, in writing, within 30 days, of any discrepancy or
disagreement with such statement in any respect, and in the absence of such
notice, such statement shall be conclusively presumed to be correct unless the
parties mutually agree to an adjustment in writing.

   Notwithstanding anything to the contrary herein, Chubb shall have no
obligation hereunder to any registered representative of Broker.

   10. Broker shall be responsible and liable for any damages arising out of the
acts or omissions of Broker, its registered representatives and/or its employees
and does hereby agree to indemnify and hold Chubb harmless against any loss or
expense arising out of or resulting from any failure by the indemnifying party
or any of its registered representatives and/or employees to carry out fully and
without negligence the duties and responsibilities assigned to it herein.

   Chubb shall be responsible and liable for any damages arising out of the acts
or omissions of Chubb and/or its employees and does hereby agree to indemnify
and hold Broker harmless against any loss or expense arising out of or resulting
from any failure by the indemnifying party or any of its employees to carry out
fully and without negligence the duties and responsibilities assigned to it
herein.

                                      -4-
<PAGE>
 
   If any action or proceeding shall be brought against Chubb or Broker relating
to a policy sold pursuant to this Agreement, the party against whom such action
or proceeding is brought shall give prompt written notice to the other party to
this Agreement if a claim is intended to be asserted against such other party
with respect to indemnity against any loss or expense and such other party shall
be entitled to participate in the defense thereof at its own expense.

   In the event of any dispute with a policyholder, Chubb shall have the right
to take such action as Chubb may in its sole discretion deem necessary to
promptly effect a mitigation of damages or limitation of losses without
obtaining the prior consent of Broker.

   Chubb shall have the right to settle with any policyholder engaged in a
dispute with Chubb or Broker without the prior consent of Broker and without
waiving or electing to relinquish any rights or remedies Chubb may have against
Broker.

   Without limiting the foregoing indemnities, Chubb and Broker each agree to
indemnify and hold harmless the other against any breach of representation,
warranty or covenant herein by the indemnifying party.

   The indemnification provisions of this Agreement shall remain operative and
in full force and effect, regardless of the termination of this Agreement and
shall survive any such termination.

   11. Broker shall submit to Chubb, for written approval in advance of use, all
advertising, signs and sales promotion material involving the use of Chubb's
name and/or the sale of such policies.

   12. No relationship of principal and agent or partnership or joint venture
between the parties hereto is intended to be established and neither party shall
hold itself out as the agent, partner or joint ventures of or with the other
party in any respect whatsoever. Except for this Agreement, no other legal
relationship is intended between the parties.

   13. This Agreement may be terminated at any time by either party upon thirty
(30) days written notice to the other, and may be terminated immediately by
Chubb for cause. For purposes of this Section 13, "cause" shall mean failure to
return money to clients where appropriate, failure to account for any money
received from or on behalf of Chubb, any fraud, misrepresentation or dishonesty
in any relationship with Chubb, its affiliates, or any past, present or proposed
client, violation of any federal or state law or regulation, or violation of any
of the terms of this contract.

   Notice of such termination shall be deemed to be given on the day mailed or
delivered in hand to an officer of either party. If mailed to Chubb, such notice
shall be addressed to the principal office of Chubb, currently One Granite
Place, Concord, New Hampshire 03301, and if mailed to the Broker, shall be
addressed to the last known address as shown on the records of Chubb.

                                      -5-
<PAGE>
 
   14. Broker may not assign this Agreement without the prior written approval
of Chubb.

   15. This Agreement is exclusively for and shall inure to the benefit of the
parties hereto, their respective heirs, legal representatives, successors and
assigns and shall not be deemed to create any rights for the benefit of third
parties.

   16. This Agreement is made in the State of New Hampshire, and all questions
concerning its validity, construction or otherwise shall be determined under the
laws of New Hampshire.

  IN WITNESS WHEREOF, the parties hereto have executed this agreement in
duplicate.

          CHUBB SECURITIES CORPORATION

          By
            ------------------------------

          Date
              ----------------------------

          BROKER


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

          By
            ------------------------------

          Print Name
                    ----------------------

          Title
               ---------------------------

          Date
              ----------------------------

R1D1A0282

                                      -6-

<PAGE>
 
                                                   Exhibit 1(c)(iii)



                                   SPECIMEN

                         DISTRICT MANAGER'S AGREEMENT

                                      OF

                         CHUBB SECURITIES CORPORATION
<PAGE>
 
[LOGO OF CHUBB SECURITIES CORPORATION APPEARS HERE]

        Chubb Securities Corporation
        One Granite Place, P0 Box 2005
        Concord, New Hampshire 03302
        (603) 226-5000

                              DISTRICT MANAGER'S
                                   AGREEMENT

  This AGREEMENT is made by and between CHUBB SECURITIES CORPORATION, a
corporation organized and existing under the laws of the State of New Hampshire
with its principal place of business in Concord, New Hampshire (hereinafter
called the Company) and
                        --------------------------------------------------------
                     of                         (hereinafter called the District
- ---------------------  -------------------------
Manager).

In consideration of the premises and the mutual agreements herein made, it is
agreed as follows:

Effective Date

  The agreement shall be effective as of -----------------------------,19      .
                                                                         ------
                                                  


Territory

  It is agreed that the District Manager will represent the Company in the
State(s) of 
           ---------------------------------------------------------------------
and any other state in which the District Manager becomes registered hereafter.


Terms

1.  The Company, subject to the terms and conditions contained herein, hereby
authorizes the District Manager, as an independent contractor, to represent it
in the sale of securities for which the Company may now or hereafter act as
principal, dealer, wholesaler or underwriter. The District Manager agrees to
direct the sales activities of each Sales Representative assigned to the
District Manager's agency and further to enforce the Supervisory Procedures (and
any amendments thereto) issued by the Company from time to time in regard to
such Sales Representatives. The District Manager shall at all times act in
strict compliance with all state and federal securities laws, including but not
limited to the Federal Securities Act of 1933, as amended, and with the rules
and regulations of the National Association of Securities Dealers, Inc.

2.  The Company reserves the right to accept or reject any or all business
submitted to it by the District Manager. In all cases in which the question of
credit for business, confirmation of orders, or compensation is not definitely
stipulated herein, the decision of the Company shall be final.

3. The District Manager agrees to use his/her best efforts on behalf of the
Company while so representing it, and will not engage in any employment by, or
representation of, any issuer of or dealer in securities other than those
offered by the Company without the written consent of the Company. The District
Manager agrees to promptly report and remit to the Company all checks, drafts or
funds of any kind received from customers without commingling same with the
District Manager's own funds, and in the event of failure to do so, all rights
hereunder, including all accrued and accruing commissions, shall immediately
terminate. If and when requested by the Company, the District Manager shall
furnish a surety bond satisfactory to the Company. This Agreement shall be
immediately and automatically cancelled upon cancellation of coverage by the
surety under said bond.

4. The District Manager shall be free to exercise his/her own judgment as to
whom to solicit and the time, place and manner of solicitation. The District
Manager shall pay all expenses in connection with conducting business as a Sales
Representative and shall comply with all federal and state laws,
ordinances and regulations relating thereto.

                                       1

Form 3-0826 Ed. 12/89
<PAGE>
 
The District Manager shall make no solicitation for any securities until he/she
has been duly registered under the applicable state and federal laws, and until
any license or permit required by law has been obtained, and unless such
registration is then in effect.

5. The District Manager agrees that, in connection with all solicitations,
he/she will not take or recommend any action which they may have reason to
believe is not in the best interests of each client or customer. The District
Manager agrees not to make any untrue statement or misrepresentations, or omit
any material facts concerning the securities involved. The District Manager also
agrees to comply in all respects with the Rules of Fair Practice, and other
applicable rules of the National Association of Securities Dealers, Inc. and all
applicable federal and state laws.

6. The District Manager hereby assigns to the Company any and all commissions or
other monies owed to the District Manager under any contracts he/she may have
with the Chubb Life Insurance Company of America or any subsidiary or affiliate
thereof, as security for the repayment of any loan or extensions of credit made
to the customers of the District Manager at the District Manager's request or
for any losses incurred by the Company in any transaction. The District Manager
hereby authorizes Chubb Life Insurance Company of America, or any of its
subsidiaries or affiliates to pay such monies to the Company to the extent of
the Company's interest therein upon receipt of written demand by the Company.

7. If the District Manager's contract with Chubb Securities Corporation has not
been terminated, the District Manager shall be entitled to commissions with
respect to all sales the District Manager shall make in accordance with the
Commission Schedules issued from time to time by the Company and incorporated by
reference herein. All commissions are payable subject to receipt of full payment
for the securities sold. The District Manager hereby expressly waives all rights
to such earned commissions or other payments until such time as the Company is
in actual receipt of the concession due in respect to such sale. The amount of
any such excess shall be refunded to the Company in the event of termination of
this Agreement, to the extent that such commissions have not been earned prior
to such termination. Any indebtedness from the District Manager to the Company
shall be a first lien upon any amount due the District Manager hereunder.

8.  The Company agrees that, if any Sales Representative assigned to the
District Manager's agency is terminated under any conditions or circumstances
which preclude the payment of commissions thereafter, then pursuant to Paragraph
8 of such Sales Representative's Agreement with the Company, the Company shall
pay to the District Manager the Sales Representative's commissions which become
due thereafter as personal production. The Company shall, then treat such
commissions as business personally produced by the District Manager.

9.  If the District Manager either dies or retires after attaining the age of 55
or is permanently and totally disabled and terminates his license with the
National Association of Securities Dealers, Inc., the Company will continue to
pay commissions subject to the following conditions and limitations. If this
Agreement is terminated for any reason other than death, retirement or permanent
and total disability, then no commissions or other compensation shall be paid;
provided however, that if this Agreement is terminated for any reason other than
the National Association of Securities Dealers, Inc. disqualification, then
commissions will continue to be paid in accordance with the Supplemental
Commission Schedule (or any replacement thereof) on all premium payments
received by the Company on variable life insurance products.

  Other than in the event of death, the District Manager must agree to the
continuance of this Agreement and must agree in writing not to solicit any new
securities business or to attempt to obtain a securities license through any
other entity.

  If the District Manager so agrees, or in the event of death, the Company will
continue to pay to the District Manager or his/her estate, all commissions due
the District Manager totalling in excess of $100 per annum on business
personally produced by the District Manager. Commissions payable will be
determined based on New Customer Account forms executed prior to the termination
of his license. Commissions will be payable for a period not to exceed 10 years
from the date of termination or death. Commissions will be paid for the balance
of the calendar year at the rate currently in effect at the time of
termination. Thereafter, commissions will be paid at the appropriate
commission level as determined pursuant to the terms of the District Manager's
Commission Schedule.

  The Company will not pay commissions to any District Manager who is
disqualified from association with any member of the National Association of
Securities Dealers, Inc. because of revocation, expulsion, suspension, or any
other reason, nor will the Company pay commissions in violation of any
applicable laws or regulations.

10.  The Company will, each month, furnish to the District Manager a statement
of the District Manager's account showing all earnings and payments made to
his/her account and the balance due from the Company and the amount of any
indebtedness due from the District Manager to the Company. The District Manager
agrees to notify the Company, in writing,

                                       2
<PAGE>
 
within 30 days, of any discrepancy or disagreement with such statement in any
respect. In the absence of such notice, such statement shall be conclusively
presumed to be correct unless the parties mutually agree to an adjustment in
writing.

11.  The Company may offset against any commissions or other monies accruing to
the account of the District Manager under the terms of this Agreement any debts,
liabilities, or other obligations of the District Manager due to the Company or
any affiliate of the Company. This right of offset shall apply both during the
existence of this Agreement and upon its termination.

12.  Any commissions or other compensation due to a Sales  Representative
assigned  to  the  District Manager's agency will be included in the commission
paid to the District Manager for payment to the Sales Representative, unless the
District Manager informs the Company in writing to pay commissions or other
compensation directly to the Sales Representative. The District Manager agrees
to pay commissions or other compensation to the Sales Representative in
accordance with the Commission Schedules issued by the Company.

13.  The District Manager shall obtain and maintain for the term of this
Agreement errors and omissions insurance, satisfactory to the Company, and shall
provide proof of such coverage to the Company.

14.  This Agreement may be terminated at any time by either party upon thirty
(30) days written notice to the other, and may be terminated immediately by the
Company for cause or breach of this Agreement by the District Manager. Notice of
such termination shall be deemed to be given on the day mailed or delivered. If
mailed to the Company,  such  notice shall  be addressed to the principal office
of the Company at One Granite Place, Concord, New Hampshire 03301. If mailed to
the District Manager, notice shall be addressed to the last known address as
shown on the records of the Company.

15.  With respect to any concession which the Company may  receive  as a
residual concession at the termination of a direct participation program, it
being understood that any such residual concession to the Company is contingent
in nature and there is no guarantee that the Company will ever actually receive
such payment, the Company will, upon receipt of such residual concession, pay
out a commission to the District Manager in accordance with the vesting schedule
as follows:

(i) If the District Manager has been under agreement with the Company for no
less than one nor more than five years, then he/she shall be vested to receive
any residual concession three years or more after the program sale is made;

(ii) If the District Manager has been under agreement with the Company for no
less than five nor more than ten years, he/she shall be vested to receive any
residual concession two years or more after the program sale is made; and

(iii) If the District Manager has been under agreement with the Company for more
than ten years, then he/she shall be vested to receive any residual concession
one year or more after the program sale is made; provided, however, that the
District Manager must continue to be under agreement with the Company for the
number of years set forth in the applicable portion of the above vesting
schedule after a program sale is made. If the District Manager does not remain
under agreement for the applicable number of years after a program sale is made,
then no residual concession shall be paid. The amount of the residual concession
commission paid shall be as set forth in the Commission Schedule in effect at
the time of the payment, but in no event will the commission be less than 75% of
the concession which the Company actually receives.

Payment of a commission to the District Manager out of any residual concessions
received by the Company will be considered as any other commission and all
provisions  of this  Agreement  which  relate  to commissions will also apply to
these commissions, specifically including but not limited to the terms of
paragraphs 8 and 9.

16.  This Agreement is made in the State of New Hampshire and all questions
concerning its validity, construction or otherwise shall be determined under the
laws of New Hampshire.

IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate
as of the date first written below.

Chubb Securities Corporation           District Manager
                                                       -------------------------
by:
   ----------------------------------  -----------------------------------------
Date:                                  Date:
     --------------------------------       ------------------------------------
                                              Date:
                                                   -----------------------------

                                       3
<PAGE>
 
[LOGO OF CHUBB SECURITIES CORPORATION APPEARS HERE]

        Chubb Securities Corporation
        One Granite Place, PO Box 2005 
        Concord, New Hampshire 03302
        (603) 226-5000


                     DISTRICT MANAGER COMMISSION SCHEDULE

This Commission Schedule is a part of the District Manager's Agreement entered
into by the District Manager and the Company, is incorporated by reference
therein, and supersedes any prior schedule.

Commissions will be a percentage of total dealer concession actually paid to the
Company on all business produced personally by the District Manager or by any
and all Sales Representatives assigned to the District Manager for supervision.
Commissions will be paid on the following transactions:

1. Variable or Fixed Annuity and Mutual Fund Contractual Sales - Commissions
   will be paid on first year and subsequent payments.

2. Private Placements - Commissions will be paid for all staged-in payments
   as well as any residual benefits available to the District Manager. For the
   purposes of computing commissions on private placements, the Company shall
   retain one-third of any marketing or due diligence expense allowance (or
   other terminology generally accepted to mean such a concept) paid on a per
   unit basis in excess of 9%, and will pay commissions out of the balance.

3. General Securities Sales of Any Other Type - No commissions are payable on
   the Execution fee collected from the customer. The company will pay
   commissions in accordance with the schedule below, based on 80% of the dealer
   concession generated from the general securities transactions, net of ticket
   and administrative charges.

4. Mutual Funds, Public Limited Partnerships, Unit Investment Trusts.

5. Any Other Sales Made Available Through the Company's Facilities - In
   accordance with Supplemental Commission Schedules.

During the first contract year (12 months following the date of full
registration with the Company), the District Manager will receive 40% of
Dealer Concession. A level in excess of 40% can be established during the first
contract year if the District Manager provides the Company with proof of
earnings from Securities Sales for a period immediately preceding registration
with the Company. This higher level of commission must be authorized in writing
by a Principal of the Company.

After the first contract year, a commission level will be established for future
commission payments on the basis of the Dealer Concession achieved by the
District Manager during the first contract year. The commission level for each
subsequent year will be established thereafter in January, based on the previous
calendar year's Dealer Concession.

Overriding commission has been incorporated in the below commission levels. Any
reference to overriding commissions in the District Manager's Agreement is
superseded by this Commission Schedule.

The Dealer Concession levels to establish commission rates are as follows:

           Dealer Concession                   Commission Level
           -----------------                   ----------------
           Up to $10,000                              40%
           $10,000 to $24,999                         60%
           $25,000 to $49,999                         75%
           $50,000 to $74,999                         77%
           $75,000 to $124,999                        80%
           $125,000 to $199,999                       82%
           $200,000 to $499,999                       85%
           $500,000 to $749,999                       87%
           $750,000 and above                         90%


The above commission levels are retroactive to all Dealer Concession earned
after January 1 of the then current year if a new commission level is attained
during any given calendar year.

                                       4
Form 3-0826 Ed. 10/92

<PAGE>
 
Dealer Concession earned will be monitored to effect the change in commission
level as the District Manager becomes eligible for it. Once a higher commission
level has been achieved, it will be credited and paid on the following
commission statement.

Each District Manager's Dealer Concession production will be subject to review
on June 30th of each year. If the District Manager has not produced dealer
concession above 80% of the prorated minimum for the attained commission level,
the commission rate will be reduced on subsequent commissions earned to the
appropriate level. If the District Manager is still in the first contract year,
no reduction will take effect.

The District Manager shall be responsible for the payment of the Sales
Representative's commission from the commission paid to the District Manager.
Payment to the Sales Representative in excess of the standard commission set
forth in the Sales Representative's contract shall be permissible. Factors such
as sales ability, potential, and other factors may be taken into account in
making such payments to Sales Representatives assigned to the District Manager.
This Commission Schedule rescinds and replaces all prior commission Schedules
issued by the Company as of its effective date and will continue in effect until
such time as a new Schedule is issued by the Company.

Effective date of this Schedule: February 1, 1991.


                                       5

Form 3-0826 Ed. 1/91


<PAGE>
 
                                                    Exhibit 1(c)(iv)



                                   SPECIMEN

                    REGISTERED REPRESENTATIVE'S AGREEMENT 

                                      OF

                         CHUBB SECURITIES CORPORATION
<PAGE>
 
[LOGO OF CHUBB SECURITIES CORPORATION APPEARS HERE]

        Chubb Securities Corporation
        One Granite Place, PO Box 2005
        Concord, New Hampshire 03302
        (603) 226-5000


                            SALES REPRESENTATIVE'S
                                   AGREEMENT

  This AGREEMENT is made by and between CHUBB SECURITIES CORPORATION, a
corporation organized and existing under the laws of the State of New Hampshire
with its principal place of business in Concord, New Hampshire (hereinafter
called the Company) and
                        -----------------------------------------------------
                     of                       (hereinafter called the Sales
- --------------------    ---------------------
Representative).

In consideration of the premises and the mutual agreements herein made, it is
agreed as follows:

Effective Date

  The agreement shall be effective as of
                                         -------------------------------------,
19        .               
  --------

Territory

  It is agreed that the Sales Representative will represent the Company in the
State(s) of                     and any other state in which the Sales 
           -------------------- 
Representative becomes registered hereafter.

Terms

1. The Company, subject to the terms and conditions contained herein, hereby
authorizes the Sales Representative, as an independent contractor, to represent
it in the sale of securities for which the Company may now or hereafter act as
principal, dealer, wholesaler or underwriter. The Sales Representative shall at
all times act in strict compliance with the state and federal securities laws,
including but not limited to the Federal Securities Act of 1933, as amended, and
with the rules and regulations of the National Association of Securities
Dealers, Inc.

2. The Company reserves the right to accept or reject any or all business
submitted to it by the Sales Representative. In all cases in which the question
of credit for business, confirmation of orders, or compensation is not
definitely stipulated herein, the decision of the Company shall be final.

3. The Sales Representatives agrees to use his/her best efforts on behalf of the
Company while so representing it, and will not engage in any employment by, or
representation of, any issuer of or dealer in securities other than those
offered by the Company without the written consent of the Company. The Sales
Representative agrees to promptly report and remit to the Company all checks,
drafts or funds of any kind received from customers without commingling same
with the Sales Representative's own funds and, in the event of failure to do so,
all rights hereunder, including all accrued and accruing commissions, shall
immediately terminate. If and when requested by the Company, the Sales
Representative shall furnish a surety bond satisfactory to the Company. This
Agreement shall be immediately and automatically cancelled upon cancellation of
coverage by the surety under said bond.

4. The Sales Representative shall be free to exercise his/her own judgment as to
whom to solicit and the time, place and manner of solicitation, subject to the
vesting provisions of this Agreement. The Sales Representative shall pay all
expenses in connection with conducting business as a Sales Representative and
shall comply with all federal and state laws, ordinances and regulations
relating thereto.  The Sales Representative shall make no solicitation for any
securities until he/she have been duly registered under the applicable state and
federal laws, and until any license or permit required by law have been
obtained, and unless such registration is then in effect.

5. The Sales Representative agrees that, in connection with all solicitations,
he/she will not take or recommend any action which they may have reason to
believe is not in the best interest of each client or customer.  The Sales
Representative agrees not to make any untrue statement or misrepresentations, or
omit any material facts concerning the securities involved, and will also comply
in all respects with the Rules of Fair Practice, and other applicable rules of
the National Association of Securities Dealers, Inc. and all applicable federal
and state laws.

6. The Sales Representative hereby assigns to the Company any and all
commissions or other monies owed to the Sales Representative or which hereafter
accrue to the Sales Representative under any contracts he/she may have with the
Chubb Life Insurance Company of America or any subsidiary or affiliate thereof,
as security for the repayment of any loan or extensions of credit made to the
customers of

Form 3-0825 Ed. 12/89 Page 1

<PAGE>
 

<PAGE>
 
the Sales Representative at the Representative's request by the Company or for
any losses incurred by the Company in such transaction. The Sales Representative
hereby authorizes Chubb Life Insurance Company of America, or applicable
subsidiary or affiliate, upon receipt of written demand by the Company, to pay
such monies to the Company to the extent of the Company's interest therein.

7. The Sales Representative shall be entitled to commissions with respect to all
sales the Sales Representative shall make in accordance with the Commission
Schedules issued from time to time by the Company and incorporated by reference
herein. Any commission will be paid by the Company to the Sales Representative's
District Manager, who will then pay the commission over to the Sales
Representative, unless the District Manager specifies in writing to the Company
that commissions shall be paid directly to the Sales Representative or as
otherwise required by law. All commissions are payable subject to receipt of
full payment for the securities sold and the Sales Representative hereby
expressly waives all rights to such earned commissions or other payments until
such time as the Company is in actual receipt of the concession due in respect
to such sale. Payments, if any, made to the Sales Representative or for the
Sales Representative's account in excess of commissions earned by the Sales
Representative in accordance with said Commission Schedules as amended or
supplemented shall be deemed advances against future commissions and the amount
of any such excess shall be refunded to the Company in the event of termination
of this Agreement, to the extent that such commissions have not been earned
prior to such termination.  Any indebtedness from the Sales Representative to
the Company shall be a first lien upon any amount due the Sales Representative
hereunder.

8. If the Sales Representative's license with the National Association of
Securities Dealers, Inc. is terminated as a result of retirement, after
attaining the age of 55, or as a result of sustaining a total and permanent
disability, and if the Sales Representative agrees in the case of such
retirement or disability to the continuance of this Agreement and executes a
form agreeing not to solicit any new securities business or attempt to obtain
licensing with the National Association of Securities Dealers, Inc. through any
other entity, or if this Agreement is terminated as a result of the death of the
Sales Representative then, in any such case, the Company will continue to pay to
the Sales Representative, successors or assigns, all commissions totalling in
excess of $100 per annum, on business which was personally produced by the Sales
Representative, which would otherwise be due the Sales Representative under the
applicable Commissions Schedules, on all accounts which continue to be credited
to the Sales Representative as personal production pursuant to the New Customer
Account forms executed under this Agreement prior to such termination or death
and not resulting from any solicitation after termination, for a period not to
exceed five (5) years from the date of such termination or death. All vested
payments, as detailed above, shall relate solely to business of the Sales
Representative which remains credited to the Sales Representative pursuant to
New Customer Account forms executed prior to such termination or death and which
remain in force during the term of such vesting. The Company reserves the right
not to pay any commissions after termination if the Sales Representative refuses
to execute written acknowledgment of the continuance of this Agreement, or if
the Company receives proof of further securities solicitation or licensing with
the National Association of Securities Dealers, Inc. by the former Sales
Representative.

  If this Agreement is terminated for any reason other than death, retirement or
permanent and total disability, then no commissions or other compensation shall
be paid; provided, however, that if this Agreement is terminated for any reason
other than the National Association of Securities Dealers, Inc.
disqualification, then commissions will continue to be paid in accordance with
the Supplemental Commission Schedule (or any replacement thereof) on all premium
payments received by the Company on variable life insurance products.

  The Company will not pay commissions to any Sales Representative who is
disqualified from association with any member of the National Association of
Securities Dealers, Inc. because of revocation, expulsion, suspension, or any
other reason, nor will the Company pay commissions in violation of any
applicable laws or regulations.

9. The Company will, each month, furnish to the Sales Representative a statement
of the Sales Representative's account showing all earnings and payments made to
his/her account and the balance due from the Company and the amount of any
indebtedness due from the Sales Representative to the Company. The Sales
Representative agrees to notify the Company, in writing, within 30 days, of any
discrepancy or disagreement with such statement in any respect, and in the
absence of such notice, the statement shall be conclusively presumed to be
correct unless the parties mutually agree to an adjustment in writing.

10. The Company may offset against any commissions or other monies accruing to
the account of the Sales Representative any debts, liabilities, or other
obligations of the Sales Representative due to the Company or any affiliate of
the Company. The Company may also in its sole discretion offset against any
commissions or other monies accruing to the account of the Sales Representative
any debts or liabilities of the Sales Representative due to his/her District
Manager.

11. Should the Sales Representative transfer to a new District Manager's agency,
any override commissions shall then be paid to the new District Manager. Should
<PAGE>
 
the Sales Representative become a District Manager, the Sales Representative
shall then be entitled to both commissions and override commissions due under
the terms of this Agreement and the District Manager's Agreement.

12. The Sales Representative shall obtain and maintain for the term of this
Agreement errors and omissions insurance satisfactory to the Company, and shall
provide proof of such coverage to the Company.

13. With respect to any concession which the Company may  receive  as  a
residual  concession  at the termination of a direct participation program, it
being understood that any such residual concession to the Company is contingent
in nature and there is no guarantee that the Company will ever actually receive
such payment, the Company will, upon receipt of such residual concession, pay
out a commission to the Sales Representative in accordance with the vesting
schedule as follows: (i) If the Sales Representative has been under agreement
with the Company for no less than one nor more than five years, then he/she
shall be vested to receive any residual concession three years or more after the
program sale is made;

(ii) If the Sales Representative has been under agreement with the Company for
no less than six nor more than ten years, he/she shall be vested to receive any
residual concession two years or more after the program sale is made; and

(iii) If the Sales Representative has been under agreement with the Company for
more than ten years, then he/she shall be vested to receive any residual
concession one year or more after the program sale is made;
provided, however, that the Sales Representative must continue to be under
agreement with the Company for the number of years set forth in applicable
portion of the above vesting schedule after a program sale is made. If the Sales
Representative does not remain under agreement for the applicable number of
years after a program sale is made, then no residual concession shall be paid.
The amount of the residual concession commission paid shall be as set forth in
the Commission Schedule in effect at the time of the payment.

Payment of a commission to the Sales Representative out of any residual
concessions received by the Company will be considered as any other commission
and all provisions of this Agreement which relate to commissions will also apply
to these commissions, specifically including but not limited to the terms of
paragraphs 8 and 9.

14. This Agreement may be terminated at any time by either party upon thirty
(30) days written notice to the other, and may be terminated immediately by the
Company for cause. Notice of such termination shall be deemed to be given on the
day mailed or delivered. If mailed to the Company, it shall be addressed to the
principal office of the Company at One Granite Place, Concord, New Hampshire and
if mailed to the Representative shall be addressed to their last known address
as shown on the records of the Company. If this Agreement is terminated for any
reason other than those set forth in Paragraph 8, above, then pay commissions
generated by the Sales Representative and not paid prior to the termination date
shall be paid to the Sales Representative's District Manager.

15. This Agreement is made in the State of New Hampshire and all questions
concerning its validity, construction or otherwise shall be determined under the
laws of New Hampshire.


IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate
as of the date first written below.

CHUBB Securities Corporation           District Manager
                                                       -------------------------

by:                                          Date:
   ---------------------------------              ------------------------------

Date:                                  Sales Representative:
     -------------------------------                        --------------------

                                             Date:
                                                  ------------------------------
<PAGE>
 
[LOGO OF CHUBB SECURITIES CORPORATION APPEARS HERE]

        Chubb Securities Corporation
        One Granite Place, P0 Box 2005 
        Concord, New Hampshire 03302
        (603) 226-5000


                         CHUBB SECURITIES CORPORATION

                              COMMISSION SCHEDULE


This Commission Schedule is a part of the Sales Representative Agreement entered
into by the Sales Representative and the Company and is incorporated by
reference therein.

Commissions on sales made and concession received by the Company will be paid in
accordance with the Agreement and the following schedule:

     % of dealer concession for:  (40% unless otherwise indicated and not to
- -----                             exceed percentage paid to District Manager)

   1. Mutual Fund Cash Sales.

   2. Variable or Fixed Annuity and Mutual Fund Contractual Sales on first year
      and subsequent payments.

   3. Private Placements - as received for all staged-in payments. For the
      purposes of computing commissions on private placements, the Company shall
      retain one-third of any marketing or due diligence expense allowance (or
      other terminology generally accepted to mean such a concept) paid on a per
      unit basis in excess of 9%, and will pay commissions out of the balance.

   4. General Securities Sales of any other type based on 80% of the dealer
      concession generated from the general securities transactions, net of
      ticket and administrative charges.

   5. Public Limited Partnerships, Unit Investment Trusts.

Any other securities made available through the Company's facilities - in
accordance with Supplemental Commission Schedules.

This Commission Schedule rescinds and replaces all prior commission schedules
issued by the Company as of its effective date and will continue in effect until
such time as a new Schedule of Commissions may be established by the Company.

District/Branch Manager                                          Name
                        ----------------------------------------

                                                                 Signature
                        ----------------------------------------

Sales Representative                                             Name
                        ----------------------------------------

                                                                 Signature
                        ----------------------------------------

Date
                        ----------------------------------------

<PAGE>
 
                                                                Exhibit 1(c) (v)



                            SCHEDULE OF COMMISSIONS
<PAGE>
 
                         SCHEDULE OF SALES COMMISSIONS
                         -----------------------------

                             Selling Broker-Dealers
                             ----------------------

                    Commissions are 3% of all premiums paid.


                 Writing Agents of Chubb Securities Corporation
                 ----------------------------------------------

                   Commissions are 2 % of all premiums paid.
                                   -

               District Managers of Chubb Securities Corporation
               -------------------------------------------------

                   Commissions are 1 % of all premiums paid.
                                   _

<PAGE>
 
                                                                Exhibit 1(e) (i)



                                    SPECIMEN

                                FLEXIBLE PREMIUM

                         VARIABLE LIFE INSURANCE POLICY
<PAGE>
 
[LOGO OF CHUBB LIFEAMERICA APPEARS HERE]

Chubb Life Insurance Company of America
One Granite Place. P.O. Box 515. Concord. New Hampshire 03302   (603) 226-5000

Chubb Life Insurance Companya of America, a stock company. will pay the Death
Benefit specified herein to the Beneficiary on the death of the Insured on
receipt of due proof of the Insured's death while this policy was in force.

This is a Flexible Premium Variable Life Insurance Policy.  The Specified Amount
may be increased or decreased by the Owner. Net Premiums will be allocated to
the General Account or to one or more divisions of Chubb Separate Account C
(herein called Separate Account C) as determined by the Owner.

THE POLICY'S ACCUMULATION VALUE IN EACH DIVISION OF SEPARATE ACCOUNT C IS BASED
ON THE INVESTMENT EXPERIENCE OF THAT DIVISION AND MAY INCREASE OR DECREASE
DAILY. THE ACCUMULATION VALUE IS NOT GUARANTEED AS TO DOLLAR AMOUNT.

The policy's Accumulation Value in the General Account will earn interest daily
at a minimum guaranteed effective annual rate of 4%. Interest in excess of the
guaranteed rate may be applied in the calculation of the Accumulation Value at
such increased rates as the Company may determine.

THE AMOUNT OF DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY VARY UNDER
THE CONDITIONS DESCRIBED HEREIN.

This policy is a legal contract between the Owner and Chubb Life Insurance
Company of America.

                        READ YOUR POLICY CAREFULLY

TWENTY DAY RIGHT TO CANCEL - Please examine this policy carefully. You may
cancel this policy by returning it to our Home Office or to the agent through
whom it was purchased within 20 days after the date you receive the policy or
any longer period as may be required by the Securities and Exchange Commission.
If the policy is returned. it will be deemed void from the beginning and any
premium paid for it will be refunded within 7 days.


           [SIGNATURE APPEARS HERE]        /s/ Frederick G. Condon
                  President                        Secretary

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY



Insured:  ***************************
Policy Number: ##############



         Adjustable Death Benefit Payable On The Death Of The Insured.
  Premium Payments May be Made At Any Time And. Within Limits. In Any Amount.
             The Specified Amount May Be Increased Or Decreased And
                      Death Benefit Option May Be Changed.
     The Maturity Date May Be Changed Subject To Limitations In The Policy.
               Surrender Value. If Any, Payable On Maturity Date.
              Additional Benefits. If Any, As Indicated On Page 3.
                   Some Benefits Reflect Investment Results.
                       Non-participating - No Dividends.
<PAGE>
 
                    GUIDE TO POLICY PROVISIONS
<TABLE>
<S>                                                             <C> 
Corridor Percentage Table  ...................................  3B
Data Page:
   Age at Issue  .............................................   3
   Death Benefit Option  .....................................   3
   Initial Specified Amount  .................................   3
   Maturity Date  ............................................   3
   Owner  ....................................................   3
   Policy Expense Charges  ...................................   3
Death Benefit:
   Changes in Existing Coverage  .............................  11
   Death Benefit  ............................................  11
Definitions  .................................................   5
General Provisions:
   Annual Report  ............................................   9
   Assignment  ...............................................   8
   Changing the Beneficiary  .................................   8
   Illustration of Benefits and Values  ......................   9
   Incontestability  .........................................   7
   Misstatement of Age or Sex  ...............................   7
   Non-Participating  ........................................   9
   Payment of Proceeds  ......................................   8
   Postponement of Payment  ..................................   9
   Proceeds  .................................................   8
   Reserves  .................................................   9
   Suicide  ..................................................   7
Payment Options:
   Death of Payee  ...........................................  18
   Election of an Option  ....................................  18
   Interest  .................................................  18
   Limitation on Rights of Payee and Claims of Creditors  ....  18
   Option A - Installments of a Specified Amount  ............  18 
   Option B - Installments for a Specified Period  ...........  18
   Option C - Life Income  ...................................  18
   Option D - Interest  ......................................  18
   Supplementary Contract  ...................................  18
   Tables of Monthly Installments Under Option B or C  .......  19
   Withdrawal Value  .........................................  18
Policy Loans:
   Policy Loan Interest  .....................................  17
   Policy Loan Repayment  ....................................  17
   Policy Loans  .............................................  17
   Types of Policy Loans (Type A and Type B)  ................  17
Policy Values:
   Accumulation Value  .......................................  11
   Basis of Computations  ....................................  15
   Cash Value  ...............................................  14
   Continuation of Insurance  ................................  14
   Cost of Insurance  ........................................  13
   Cost of Insurance Discounts  ..............................  14
   Cost of Insurance Rates  ..................................  13
   General Account Accumulation Value  .......................  12
   General Account Interest Rate  ............................  12
   Insufficient Cash Value  ..................................  14
   Minimum Values  ...........................................  15
   Monthly Deduction  ........................................  13
   Net Investment Factor  ....................................  13
   Separate Account Accumulation Values  .....................  12
   Surrender  ................................................  15
   Surrender Charge  .........................................  15
   Withdrawal of Cash Value (Withdrawal)  ....................  14
Premiums:
   Allocation of Net Premiums  ...............................  10
   Grace Period  .............................................  10
   Net Premium  ..............................................  10
   Planned Periodic Premium and Premium Frequency  ...........   9
   Policy Lapse  .............................................  10
   Premium Payments  .........................................   9
   Reinstatement  ............................................  10
   Unscheduled Premiums  .....................................  10
Separate Account Provisions:
   Addition. Deletion. or Substitution of Investments  .......  16
   Divisions  ................................................  16
   Separate Account  .........................................  15
   Transfers  ................................................  16
Schedule of Surrender Charges  ...............................  3A
Table of Monthly Guaranteed Cost of Insurance Rates  .........   4
Your Contract:
   Change of Maturity Date  ..................................   6
   Change or Modification  ...................................   6
   Entire Contract  ..........................................   6
   Maturity Date  ............................................   6
   Owner Death  ..............................................   6
   Termination  ..............................................   6
   This Policy is a Legal Contract  ..........................   6
   Your Rights Under This Policy  ............................   6
   When Coverage Begins  .....................................   6
</TABLE>

A copy of the application will be found after the last page of this policy. Any
other benefit or agreements will also be found after the last page.

                                  Page 2
<PAGE>
 
     INSURED:  JOHN DOE                               MATURITY DATE:  10/01/2058
       OWNER:  INSURED                                POLICY NUMBER:  0000000
  ISSUE DATE:  10/01/1993                         PREMIUM FREQUENCY:  ANNUAL
 POLICY DATE:  10/01/1993                             DEATH BENEFIT:  OPTION 1
AGE AT ISSUE:  35 MALE                    CORRIDOR PERCENTAGE TABLE:  STANDARD
RATING CLASS:  NON-SMOKER
 
BENEFICIARY:   AS STATED IN APPLICATION OR ENDORSEMENT ATTACKED.
                                                  INITIAL             PLANNED
                                                  MINIMUM             PERIODIC
LIFE INSURANCE                                    PREMIUM             PREMIUM

$500,000 INITIAL SPECIFIED AMOUNT                $6,110.00           $6,110.00
 

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


IT IS POSSIBLE THAT COVERAGE WILL EXPIRE PRIOR TO THE MATURITY DATE CHOSEN WHEN
EITHER NO PREMIUMS ARE PAID FOLLOWING PAYMENT OF THE INITIAL PREMIUM OR
SUBSEQUENT PREMIUMS ARE INSUFFICIENT TO CONTINUE COVERAGE TO SUCH DATE. IF
CURRENT VALUES CHANGE, THIS WILL ALSO AFFECT COVERAGE.

THE POLICY' S ACCUMULATED VALUE IN THE GENERAL ACCOUNT WILL EARN INTEREST DAILY
AT A MINIMUM GUARANTEED EFFECTIVE ANNUAL RATE OF 4%. THE POLICY'S ACCUMULATED
VALUE HELD IN THE GENERAL ACCOUNT FOR POLICY LOAN COLLATERAL WILL EARN INTEREST
DAILY AT AN EFFECTIVE ANNUAL RATE OF 6%.

ALLOCATIONS OF NET PREMIUMS:               20.0%  INTERNATIONAL EQUITY DIVISION
                                           20.0%  SMALL COMPANY DIVISION
                                           20.0%  EQUITY DIVISION
                                           20.0%  BOND DIVISION
                                           20.0%  TREASURY MONEY MARKET DIVISION


POLICY EXPENSE CHARGES:

   (1) STATE PREMIUM TAX LOAD: 2.5% OF EACH PREMIUM PAID.

   (2) FEDERAL DEFERRED ACQUISITION COST (DAC TAX) LOAD: 1.25% OF EACH
       PREMIUM PAID.

   (3) SALES LOAD: 3.0% OF EACH PREMIUM PAID.

   (4) COST OF INSURANCE AS DEFINED ON PAGE 13.

   (5) MORTALITY AND EXPENSE RISK CHARGE AS DEFINED ON PAGE 13.

   (6) SURRENDER CHARGE ON WITHDRAWAL OR SURRENDER AS DEFINED ON PAGE 15.

                                     Page 3
<PAGE>
 
                  POLICY YEAR               SURRENDER FACTOR
                        1                           5%
                        2                           4%
                        3                           3%
                        4                           2%
                        5                           1%
                        6+                          0


SURRENDER CHARGE IS CALCULATED BY MULTIPLYING THE APPROPRIATE SURRENDER FACTOR
BY THE TOTAL PREMIUMS PAID IN THE FIRST POLICY YEAR.

                                       3A
<PAGE>
 
                           CORRIDOR PERCENTAGE TABLE

<TABLE>                                                                    
<CAPTION>                                                                  
Policy     Corridor        Policy     Corridor         Policy     Corridor 
 Year     Percentage        Year     Percentage         Year     Percentage
<S>       <C>              <C>       <C>               <C>       <C>        
  01         438%            26         198%             51         121%
  02         423             27         193              52         119
  03         409             28         188              53         118
  04         395             29         183              54         117
  05         382             30         178              55         116
  06         370             31         174              56         115
  07         358             32         169              57         114
  08         346             33         165              58         113
  09         335             34         161              59         112
  10         324             35         158              60         111
  11         314             36         154              61         110
  12         304             37         151              62         108
  13         294             38         148              63         107
  14         285             39         145              64         105
  15         276             40         142              65         104
  16         267             41         140             
  17         259             42         137
  18         251             43         135
  19         243             44         133
  20         236             45         131
  21         229             46         129
  22         222             47         127
  23         216             48         125
  24         210             49         124
  25         204             50         122
                                                       M-NS
</TABLE>

                                    Page 3B
<PAGE>
 
                      TABLE OF MONTHLY GUARANTEED COST OF
                           INSURANCE RATES PER $1,000
                              POLICY NUMBER 000000

<TABLE>                                                                    
<CAPTION>                                                                  
Policy     Monthly         Policy     Monthly          Policy     Monthly  
 Year       Rate            Year       Rate             Year       Rate
<S>        <C>             <C>        <C>              <C>        <C>
  01       0.14085           26       1.05444            51       12.58987
  02       0.14752           27       1.16302            52       13.75325
  03       0.15669           28       1.28665            53       14.95279
  04       0.16669           29       1.42787            54       16.16464
  05       0.17837           30       1.58752            55       17.40526
  06       0.19087           31       1.76394            56       18.69215
  07       0.20588           32       1.95381            57       20.04733
  08       0.22088           33       2.15965            58       21.51567
  09       0.23839           34       2.38065            59       23.16008
  10       0.25590           35       2.62186            60       25.25984
  11       0.27674           36       2.89419            61       28.27411
  12       0.29926           37       3.25305            62       33.10677
  13       0.32344           38       3.55929            63       41.68475
  14       0.34929           39       3.96902            64       58.01259
  15       0.37848           40       4.42953            65       83.33266
  16       0.40933           41       4.92413                     
  17       0.44603           42       5.45122                     
  18       0.48857           43       6.00585                     
  19       0.53612           44       6.58221
  20       0.59118           45       7.19473
  21       0.65209           46       7.86724
  22       0.71968           47       8.61695
  23       0.79146           48       9.46542
  24       0.86909           49      10.42336
  25       0.95675           50      11.47263
                                                       M-NS
</TABLE>

                                     Page 4
<PAGE>
 
DEFINITIONS

Terms or Definitions we identify or define here are some of the terms used
throughout the contract. There are other terms which are explained or defined in
other parts of the text.

Accumulation Value - The Accumulation Value of the policy is equal to the total
of the policy's Accumulation Value in the General Account and the policy's
Accumulation Value in divisions of Separate Account C.

Attained Age - Refers to the age nearest birthday on the Policy Date of each
Insured plus the number of completed policy years.

Beneficiary - The person named to receive the Death Benefit proceeds upon the
death of the Insured. The Beneficiary is as named in the application unless
later changed. There can be one or more Beneficiaries.

Cash Value - The Accumulation Value less any applicable Surrender Charge.

Death Benefit - The amount payable on the death of the Insured while this policy
is in force. It is explained in the Death Benefit section.

Debt - Means the principal of any loan outstanding against this policy, plus any
accrued loan interest which has not been paid.

Initial Minimum Premium - The minimal first year premium amount due and payable
on the Policy Date as shown on Page 3.

Insured - The person named as the Insured on Page 3.  The Insured may be other 
than the Owner.

Issue Date - This is the date this policy is issued at the Home Office and is
stated on Page 3. The contestable and suicide periods are measured from the
Issue Date.

Policy Date - The date as shown on Page 3, which is the date requested by the
Owner. If no date is requested, it shall be the Issue Date. The Policy Date is
the date from which policy years, policy months, policy anniversaries and
monthly anniversary days will be determined. If the Policy Date should fall on
the 29th, 30th or 31st of a month, the Policy Date will be the 1st of the
following month.

Policy Year - The first policy year is the twelve month period following the
Policy Date. Each twelve month period thereafter makes up the next policy year.

Specified Amount - The face amount of the policy as selected by the Owner. This
amount may increase or decrease subject to the terms of this policy. The Death
Benefit is based on the Specified Amount as described in the Death Benefit
section.

Surrender Charge - A charge to the Accumulation Value in the event of surrender
or withdrawal. It is further explained in the Policy Values section.

Surrender Value - The Cash Value less any debt.

We, Us, Our - Chubb Life Insurance Company of America.

Withdrawal - A payment to you of some portion of the Cash Value accompanied by
a reduction to the Accumulation Value, Specified Amount, and Death Benefit. It
is explained in the Policy Values section.

Written Request - A request in writing signed by you and received by us.

You, Your - The Owner of this policy as shown in the application. unless later
changed following written request. The Owner may be someone other than the
Insured.

                                  Page 5
<PAGE>
 
YOUR CONTRACT

This Policy is a Legal Contract - This policy is a legal contract that you have
entered into with us.  We promise to provide the insurance benefits described in
this policy. In return, you have submitted a completed application, a copy of
which is attached.  You also promise to pay the Initial Minimum Premium. There
is no insurance until the Initial Minimum Premium is paid.

Entire Contract - The entire contract consists of:

   (1)  this policy form; and

   (2)  riders, if any, which add benefits to the basic policy; and

   (3)  endorsements, if any: and

   (4)  your application, and any amendments or supplemental applications all
        of which are added to and made a part of the policy.

When Coverage Begins - The coverage begins on the Policy  Date,  provided  that
the Initial  Minimum Premium has been paid, and the policy has been delivered
while there has been no change since the date of the application in the health
of the Insured or to the answers to the health questions contained in the
application.  Any requested increase or addition to coverage will be shown on a
Supplemental Policy Specifications Page.  The effective date for such requested
coverage shall begin on the monthly anniversary day that coincides with or next
follows our approval of such increase or addition.

Termination - This policy terminates when any of the following occur:

   (1)  you request the full surrender of this policy;

   (2)  the death of the Insured;

   (3)  the Grace Period ends; or

   (4)  the policy reaches its Maturity Date.

Maturity Date - The Maturity Date is shown on Page 3 and is the date when
coverage is scheduled to end. If this policy is in force on the Maturity Date:

   (1)  all insurance benefits end; and

   (2)  the Accumulation Value less any debt will be paid as you direct in a 
        lump sum or under a payment option.

The policy may end prior to the Maturity Date if premium payments are
insufficient to continue coverage to such date. Details are provided in the
Policy Lapse provision of the Premiums section.

Change of Maturity Date - The Maturity Date may be changed, upon written request
by you.  The new Maturity Date may be any policy anniversary after the end of
the tenth policy year and before the Insured's 100th birthday. However, the new
Maturity Date must be at least twelve months from the date we receive such
written request from you.

Change or Modification - Only one of our officers can change or modify this
policy or waive any of our rights or requirements.  Any such changes must be in
writing.  No agent has the authority to make any changes or waive any of the
terms of your policy.

To the extent permitted by applicable laws and regulations, we may make changes
without your consent to the provisions of this policy to comply with any
applicable federal or state laws including, but not limited to, requirements for
life insurance contracts under the Internal Revenue Code. You have the right to
refuse any such changes.  However, we cannot accept responsibility for the tax
treatment of this policy. You should consult your tax advisor regarding taxation
of this policy.

Your Rights Under This Policy - As the Owner, you can exercise every right,
receive every benefit and enjoy every privilege granted by this policy.

Owner Death - Upon death of the Owner, the Insured will assume ownership, unless
otherwise provided. If such ownership goes to joint owners, they will be joint
tenants with right of survivorship and not tenants in common.

9402                               Page 6
<PAGE>
 
GENERAL PROVISIONS

Incontestability - We rely on the statements made in the application for this
policy and any supplemental applications. These statements, in the absence of
fraud, are considered representations and not warranties. No statement may be
used in defense of a claim under this policy unless it is in an application.

We will not contest this policy, except for any increase in the Specified
Amount, after it has been in force during the lifetime of the Insured for a
period of two years from its Issue Date.

Any increase in the Specified Amount will not be contested after such increase
has been in force during the lifetime of the Insured for two years following the
effective date of such increase. Any increase will be contestable, within the
two year period, only with regard to statements concerning the increase.

If we cancel coverage for the Initial Specified Amount, we will refund to you
all premiums paid less any policy loans and withdrawals paid out, or if we are
canceling coverage for an additional Specified Amount or Amounts only, we will
refund to you, the cost of insurance for the additional Specified Amount or
Amounts, charged for the applicable period.

If this policy is reinstated, the incontestability period will start over again
beginning on the reinstatement date, but only for statements made in the
application for reinstatement.

Suicide - If the Insured commits suicide, while sane or insane, within two years
from the Issue Date, our only liability will be a refund of premiums paid
without interest less any policy loans and withdrawals. If the Insured commits
suicide, while sane or insane, after such two year period, but within two years
of the effective date of any increase in the Specified Amount, our only
liability with respect to the increase in the Specified Amount will be a refund
of the total cost of insurance for such increase.

Misstatement of Age or Sex - If the Insured's age or sex has been misstated in
the application, we will adjust the proceeds to reflect the correct age or sex.
In such event, the Death Benefit we will pay will be equal to:

   (1)  The Accumulation Value on the date of death of the Insured less any
        outstanding debt; plus

   (2)  The Death Benefit, less the Accumulation Value on the date of death of 
        the Insured, multiplied by the ratio of (a) the cost of insurance
        actually deducted at the beginning of the policy month in which death
        occurs, to (b) the cost of insurance that should have been deducted
        based on the correct age or sex.

If the Insured's age or sex has been misstated in the application, the amount
payable under any rider by reason of death of the Insured shall be that amount
of insurance which the rider cost, for the policy month during which such death
occurred, would have purchased had the cost of the benefits provided under the
rider been calculated using the correct cost of insurance rates for the correct
age or sex.

If prior to the death of the Insured, it is found that the Insured's age or sex
has been misstated in the application for the policy or a rider, the policy cash
value will be recalculated from issue, using mortality charges based on the
correct age or sex.

9403                               Page 7
<PAGE>
 
GENERAL PROVISIONS (CONTINUED)

Assignment - While the Insured is alive you can:

(1)  assign policy ownership to someone else: or

(2)  assign this policy as security for an obligation. (This does not assign
     ownership).

A signed copy of the assignment must be sent to our Home Office on a form we
accept. The assignment will go into effect when it is signed subject to any
payments we make or other actions we take before we record it. We are not
responsible for the validity of any assignment.

Changing the Beneficiary - You can change the Beneficiary at any time during the
lifetime of the Insured. To do so, send a written request to our Home Office.
The request must be on a form we accept. The change will go into effect when
signed subject to any payments we make or other actions we take before we record
the change.  A change cancels all prior beneficiary designations.

Proceeds - By proceeds, we mean the amount payable:

(1)  on the Maturity Date: or

(2)  on surrender; or

(3)  on the death of the Insured.

The proceeds on the Maturity Date, as well as on surrender, will be the Cash
Value less any debt. The proceeds on the death of the Insured will be the Death
Benefit less any debt and less any monthly deductions due.

All proceeds are subject to the adjustments provided in the lncontestability,
Suicide, and Misstatement of Age or Sex provisions of this policy and the
restrictions below.

Payment of Proceeds - Death Benefit proceeds or Cash Value proceeds may be paid
in one sum or under our payment options. Before proceeds are paid, they will be
used to pay the interest of anyone to whom this policy has been assigned (see
the Assignment provision). Loans and assignments will be paid in one sum.

If there is no Beneficiary at the time of the death of the Insured, we will pay
the proceeds to you or your estate.

If the death benefit proceeds are not paid in one sum or applied under a payment
option within 30 days after we receive due proof of the death of the Insured, we
will pay interest. Interest will be paid at the rate of 4% a year from the date
we receive such proof until paid. If state law requires payment of a greater
amount, we will pay that amount.

To the extent allowed by law, all payments under this policy will be free from
creditor claims or legal process.

9403                               Page 8
<PAGE>
 
GENERAL PROVISIONS (CONTINUED)

Postponement of Payment - We will usually pay any amounts payable on surrender,
withdrawal, or policy loan allocated to Separate Account C within seven days
after written notice is received. We will usually pay any Death Benefit proceeds
within seven days after we receive due proof of the death of the Insured.
Payment of any amount payable on surrender, withdrawal, policy loan, or death
may be postponed whenever:

(1)  The New York Stock Exchange is closed other than customary week-end and
     holiday closings, or trading on the New York Stock Exchange is restricted 
     as determined by the Securities and Exchange Commission;

(2)  The Securities and Exchange Commission, by order, permits postponement for
     the protection of policyowners; or

(3)  An emergency exists as determined by the Securities and Exchange 
     Commission, as a result of which disposal of securities is not reasonably
     practicable or it is not reasonably practicable to determine the value of 
     the net assets of Separate Account C.

Transfers may also be postponed under the above circumstances.

We may defer the portion of any transfer, amount payable on surrender,
withdrawal or policy loan from the General Account for not more than six months.
However, no payment from the General Account to pay premiums on policies with us
will be deferred.

Annual Report - Following each December 31st, we will send you an annual report
which shows the current Cash Value, premiums paid, incurred charges and any
outstanding policy loans for the entire 12 months of the previous calendar year.
The first annual report forwarded to you will only reflect those months of the
previous calendar year during which this policy was in effect.

Illustration of Benefits and Values - We will provide illustrations of Death
Benefits and Cash Values at any time after the Policy Date upon your written
request. This illustration will be based on the existing Cash Value at the time
of request and maximum cost of insurance rates. Additional illustrations will be
made based on the existing Cash Value and current mortality assumptions.

Reserves - Reserves are the amount we hold to pay future benefits. They are not
less than the minimum required by applicable state law. When required, we file
with the state regulatory authorities a statement showing how Reserves are
calculated.

Non-Participating - This policy is a non-participating contract, which means the
following:

(1)  Premiums are determined and predetermined on a prospective basis only;

(2)  We will not recoup any prior losses by means of a premium change; and

(3)  You are not entitled to participate in our profits.

PREMIUMS

Premium Payments - An initial premium is due and payable on the Policy Date. The
initial premium may not be less than the Initial Minimum Premium.  All premiums
are payable at our Home Office or to our authorized agent in exchange for a
receipt.  This receipt must be signed by an elected officer of the Company and
countersigned by such agent.

Planned Periodic Premium and Premium Frequency - The Planned Periodic Premium
and Premium Frequency, as shown on Page 3, are selected by you. The Planned
Periodic Premium is the amount of premium you intend to pay. The Premium
Frequency is how often you intend to pay the Planned Periodic Premium. Payment
of the Planned Periodic Premium is your option.

We will send you Planned Periodic Premium payment reminder notices. If the mode
of premium payment is preauthorized check, government allotment or payroll
deduction, notice of any Planned Periodic Premium due will not be sent.

Changes in Premium Frequency and increases or decreases in the Planned Periodic
Premium may be made by you by providing us with written notification. We reserve
the right to limit the amount of any increase. No premium payment may be less
than $500.00.

Payment of a Planned Periodic Premium may not prevent this policy from
terminating. Failure to pay a Planned Periodic Premium will not, in itself,
cause this policy to terminate. The policy will terminate only if the conditions
occur as described in the Grace Period provision.

9404                               Page 9
<PAGE>
 
PREMIUMS (CONTINUED)

Net Premium - The Net Premium is equal to the premium paid less the Policy
Expense Charges shown on Page 3.

Allocation of Net Premiums - You will determine the allocation of the net
premiums among the General Account and the divisions of Separate Account C. The
minimum percentage that may be allocated to any of these accounts is 1%.

Unscheduled Premiums - Premium payments in addition to the Planned Periodic
Premium may be made at any time prior to the Maturity Date. We reserve the right
to limit the number and amount of additional premium payments.

If there is an existing policy loan, premium payments in the amount of the
Planned Periodic Premium received at the Premium Frequency will be applied as
premium.   Premium payments in excess of the Planned Periodic Premium or premium
payments received other than at the Premium Frequency will first be applied as
policy loan repayments, then as premium when the policy debt is repaid.

Grace Period - We will allow a Grace Period of 61 days. Such Grace Period will
begin on the day that the Cash Value less any policy debt on a monthly
anniversary day is not enough to cover the monthly deduction for the month
following such monthly anniversary day. The Cash Value and monthly deduction are
defined in the Policy Values section.

If the Insured dies during the Grace Period, we will deduct any overdue monthly
deduction, which is applicable to the Grace Period, from the proceeds of the
policy.

Policy Lapse - The policy will terminate without value at the end of the Grace
Period unless a premium large enough, after the deduction of the Policy Expense
Charges, to cover monthly deductions for at least three months is paid by the
end of the Grace Period. However, Coverage will not end until 31 days after we
have mailed a premium notice to you, and any assignee of record at the last
known address.

Reinstatement - Reinstatement is the restoration of the policy after it has
lapsed. Following reinstatement, the policy is placed back in force as if it had
never lapsed.

If this policy lapses or terminates as provided in the Grace Period provision,
we will reinstate the policy if we receive:

(1)  your written request for reinstatement within five years after the end of
     the Grace Period and before the Maturity Date:

(2)  satisfactory proof the Insured is living and insurable at the original
     rating class:

(3)  payment of a premium large enough, after the deduction of the Policy
     Expense Charges, to cover monthly deductions for at least three policy
     months following the effective date of reinstatement: and

(4)  payment or reinstatement of any debt against the policy which existed on
     the date of termination.

The effective date of a reinstated policy or Reinstatement Date is the date we
approve the application for reinstatement. The Accumulation Value of the policy
on the Reinstatement Date shall be the Accumulation Value on the date of
termination plus the premium received to reinstate the policy. Any Surrender
Charges in effect on reinstatement shall be as defined in the Surrender Charge
provision based on the original Policy Date and duration.

9404                               Page 10
<PAGE>
 
DEATH BENEFIT

Death Benefit - If the Insured dies while this policy is in force, we will pay
the Death Benefit upon receipt of due proof of the death of the Insured.  The
Death Benefit is also subject to all other terms and conditions of this policy.

The Death Benefit provided by this policy depends on the Death Benefit Option in
effect on the date of death. The Death Benefit Option for this policy is shown
on Page 3.

Option I - Under Option I, the Death Benefit shall be the greater of:

(1)  The Specified Amount: or

(2)  The Accumulation Value on the date of death multiplied by the corridor
     percentage.

Option II - Under Option II, the Death Benefit shall be equal to the Specified
Amount plus the Accumulation Value on the date of death.  However, the Death
Benefit can never be less than the Accumulation Value on the date of death
multiplied by the corridor percentage.

The corridor percentage varies by policy duration and is indicated in the
Corridor Percentage Table as shown on Page 3B.

Changes in Existing Coverage - The Initial Specified Amount is shown on Page
3. At any time after the first policy anniversary, you may, by written request,
increase or decrease the Specified Amount. Any change is subject to the
following conditions:

(1) Any decrease will become effective on the monthly anniversary day that
    coincides with or next follows our receipt of the request. At least twelve
    months must elapse between decreases. Any such decrease will be deducted in
    the following order:

    (a) from the most recent Specified Amount increase, if any:
 
    (b) successively from the next most recent Specified Amount increase, if 
        any;

    (c) from the Initial Specified Amount.

(2) Any request for an increase must be applied for on a supplemental 
    application and shall be subject to evidence satisfactory to us that the
    Insured is living and insurable. At least twelve months must elapse between
    requested increases.

(3) Any change approved by us will become effective on the effective date shown
    in the Supplemental Policy Data Page, subject to deduction of the first
    month's cost of insurance from the Accumulation Value of this policy.

(4) The minimum Specified Amount. after a change, which must be in effect at any
    time is $250,000.

(5) Any increase or decrease in the Specified Amount must be for at least
    $250,000.

(6) You may request in writing to change the Death Benefit Option. If your 
    request is to change from Option I to Option II, the Specified Amount will
    be decreased by the amount of the Accumulation Value. Evidence of
    insurability satisfactory to us will be required on a change from Option I
    to Option II. If the request is to change from Option II to Option I, the
    Specified Amount will be increased by the amount of Accumulation Value. The
    effective date of change shall be the monthly anniversary day that coincides
    with or next follows the day the request for change is received.

POLICY VALUES

Accumulation Value - The Accumulation Value of the policy is equal to the total
of the policy's Accumulation Value in the General Account and the policy's
Accumulation Value in divisions of Separate Account C.

9405                               Page 11
<PAGE>
 
POLICY VALUES (CONTINUED)

General Account Accumulation Value - The Accumulation Value in the General
Account on the Policy Date is equal to the portion of the net premium which has
been paid and allocated to the General Account, less the portion of the first
monthly deduction allocated to the General Account.

On each monthly anniversary day, the Accumulation Value in the General Account
is equal to (1) plus (2) plus (3) plus (4) minus (5) minus (6) minus (7) where:

(1) is the Accumulation Value in the General Account on the preceding monthly
    anniversary day.

(2) is one month's interest on item (1).

(3) is any net premium received since the preceding monthly anniversary day plus
    interest from the date the net premium is received to the monthly
    anniversary day.

(4) is the sum of all Accumulation Values transferred to the General Account
    from a division of Separate Account  C  since  the  preceding  monthly
    anniversary day and interest from the date the Accumulation Value is
    transferred to the monthly anniversary day.

(5) is the sum of all Accumulation Values transferred from the General Account
    to a division of Separate Account  C  since  the  preceding  monthly
    anniversary day and interest from the date the Accumulation Value is
    transferred to the monthly anniversary day.

(6) is all withdrawals from the General Account since the preceding monthly
    anniversary day plus interest from the date of the withdrawal to the monthly
    anniversary day.

(7) is the portion of the monthly deduction allocated to the Accumulation
    Value in the General Account to cover the policy month following the monthly
    anniversary day.

On any date other than a monthly anniversary day, the Accumulation Value will be
calculated on a consistent basis.

General Account Interest Rate - The policy's Accumulation Value in the General
Account will earn interest daily at a minimum guaranteed effective annual rate
of 4%. Interest in excess of the guaranteed rate may be applied in the
calculation of the Accumulation Value at such increased rates as we may
determine. The policy's Accumulation Value held in the General Account for
policy loan collateral will earn interest daily at the lesser of an effective
annual rate of 6% or the interest rate currently credited.

Separate Account Accumulation Values - The Accumulation Value in each division
on the Policy Date is equal to the portion of the net premium which has been
paid and allocated to that division, less the portion of the first monthly
deduction allocated to the policy's Accumulation Value in that division.

At the end of each valuation period after the Policy Date, the policy's
Accumulation Value in a division is equal to (1) plus (2) plus (3) minus (4)
minus (5) where:

(1) is the Accumulation Value in the division on the preceding valuation date
    multiplied by the Net Investment Factor for the current valuation period.

(2) is any net premium received during the current valuation period which is
    allocated to the division.

(3) is all Accumulation Values transferred to the division from another division
    or the General Account during the current valuation period.

(4) is all Accumulation Values transferred from the division to another division
    or the General Account and Accumulation Values transferred to secure a
    policy debt during the current valuation period.

(5) is all withdrawals from the division during the current valuation period.

In addition, whenever a valuation period includes the monthly anniversary day,
the Accumulation Value at the end of such period is reduced by the portion of
the monthly deduction allocated to the division.

9405                               Page 12
<PAGE>
 
POLICY VALUES (CONTINUED)

Net Investment Factor - The Net Investment Factor measures the investment
performance of a division during a valuation period. The Net Investment Factor
for each division for a valuation period is calculated as (1) divided by (2),
minus (3) where:

(1) is (a) the value of the assets in the division at the end of the preceding 
    valuation period, plus (b) the investment income and capital gains, realized
    or unrealized, credited to the assets in the valuation period for which the
    Net Investment Factor is being determined, minus (c) the capital losses,
    realized or unrealized, charged against those assets during the valuation
    period, minus (d) any amount charged against each division for taxes, or any
    amount we set aside during the valuation period as a reserve for taxes
    attributable to the operation or maintenance of each division.

(2) is the value of the assets in the division at the end of the preceding
    valuation period.

(3) is a charge not to exceed .00178083% for each day in the valuation period.
    This corresponds to .65% per year for mortality and expense risks.

Monthly Deduction - The monthly deduction for a policy month shall be equal to
the cost of insurance (as described below) and the cost of additional benefits
provided by rider for the policy month.

The monthly deduction for a policy month will be allocated among the General
Account and the divisions of Separate Account C in the same proportion that the
Accumulation Value in the General Account less any debt and the Accumulation
Value in each division bears to the total Accumulation Value of the policy, less
any debt, at the beginning of the policy month.

Cost of Insurance - The cost of insurance for the Insured is determined on a
monthly basis. The cost of insurance is determined separately for the Initial
Specified Amount and each subsequent increase in

Specified Amount. The cost of insurance is calculated as (1), multiplied by the
result of (2) minus (3), where:

(1) is the cost of insurance rate as described in the Cost of Insurance Rates
    provision.

(2) is the Death Benefit at the beginning of the policy month, divided by
    1.00327374.

(3) is the Accumulation Value at the beginning of the policy month, prior to the
    monthly deduction for the cost of insurance.

If the Death Benefit Option is Option I and there have been increases in the
Specified Amount then the Accumulation Value shall be first considered a part of
the Initial Specified Amount. If the Accumulation Value exceeds the Initial
Specified Amount, it shall then be considered a part of the additional Specified
Amounts resulting from increases  in the order of such increases.

Cost of Insurance Rates - The monthly cost of insurance rate is based on the
policy year and the sex and rating class of the Insured.  Monthly cost of
insurance rates will be determined by us based upon expectations as to future
mortality experience.  Any changes in cost of insurance rates will apply to all
individuals of the same class as the Insured.  The rating class will be
determined separately forthe Initial Specified Amount and for any increase in
Specified Amount that requires evidence of insurability. We will consider
changes in the cost of insurance rates at least every five years and when cost
of insurance rates for new issues change. However, the cost of insurance rates
can never be greater than those shown in the Table of Monthly Guaranteed Cost of
Insurance Rates on Page 4.

For attained ages 15 and above, such guaranteed maximum  rates  are  based on
the  1980) CSO Male/Female. Smoker/Nonsmoker Mortality Tables with appropriate
increases for rated risks. For attained ages 14 and below, such guaranteed
maximum rates are based on the 1980 CSO Male/Female Mortality Tables with
appropriate increases for rated risks.

9406                               Page 13
<PAGE>
 
POLICY VALUES (CONTINUED)

Cost of Insurance Discounts - There will be a non-guaranteed cost of insurance
discount that will be calculated at the beginning of each policy year. The
discount will be a monthly amount that is subtracted from the monthly cost of
insurance charge that is normally calculated. This discount may be suspended at
any time. You will be notified if the discount is suspended. The discount is
calculated as (1) multiplied by the result of (2) minus (3) minus (4), but not
less than zero, where:

(1) is a factor that varies by Specified Amount as follows:

<TABLE>
<CAPTION>
                  Specified Amount                    Factor
                  <S>                                 <C>
                  Under $5 Million                   .0001250
                  $5 Million - $9.999 Million        .0002500
                  $10 Million - $14.999 Million      .0003750
                  Over $15 Million                   .0004583
</TABLE>

(2) is the Accumulation Value at the beginning of the policy year.

(3) is the Guideline Single Premium at issue, under Section 7702 of the 
    Internal Revenue Code, increased on a pro-rata basis for any increase in
    Specified Amount.

(4) is the outstanding Type A loan balance at the beginning of the policy year.

The discount will be allocated among the General Account and divisions of
Separate Account C using the same percentages used to allocate net premiums.

Cash Value - The Cash Value is equal to the Accumulation Value less a Surrender
Charge.

Continuation of Insurance - In the event Planned Periodic Premium payments are
not continued or if there are changes of Death Benefit Options. mortality
deduction, deductions for additional benefit riders, withdrawals, or policy
loans, as well as varying investment results, insurance coverage under this
policy and any benefits provided by rider will be continued until the Cash
Value, less any debt, is insufficient to cover the monthly deduction, as
provided in the Grace Period provision. This provision shall not continue the
policy beyond the Maturity Date nor continue any rider beyond the date of its
termination, as provided in the rider. If the Cash Value is sufficient to
continue this policy to the Maturity Date, then any remaining Cash Value will be
paid to you if the insured is then living.

Insufficient Cash Value - If the Cash Value less any debt on a monthly
anniversary day is insufficient to cover the monthly deduction for the month
following such monthly anniversary day, the policy shall terminate as provided
in the Grace Period provision. Any deduction for the cost of insurance after
termination of insurance shall not be considered a reinstatement of the policy
nor a waiver by us of the termination. Any such deduction shall be credited to
the Cash Value as of the date of the deduction.

Withdrawal of Cash Value (Withdrawal) - Upon written request you may make a
withdrawal from this policy. Any withdrawal is subject to the following 
conditions:

(1) The amount withdrawn may not exceed the Cash Value less any outstanding
    debt.

(2) The minimum amount that may be withdrawn is $5000.

(3) A charge equal to $100 will be deducted from the amount of each withdrawal.

(4) The Accumulation Value will be reduced by the sum of the withdrawal and a
    pro-rata portion of the Surrender Charge in effect on the date of the
    withdrawal. The remaining Accumulation Value and schedule of surrender
    charges will be determined by multiplying each of these values by a
    numerical factor. This numerical factor is equal to


                **           Amount of Withdrawal           **
             1- *  ----------------------------------------  *
                ** Cash Value Immediately Before Withdrawal **


(5) The Death Benefit will be reduced by an amount equal to the reduction in
    the Accumulation Value. This will result in a reduction of the Specified
    Amount if the Death Benefit is Option I by an amount equal to the reduction
    in the Accumulation Value. The Specified Amount remaining in force after any
    withdrawal must be at least $250,000.

You may allocate the withdrawal among the General Account and the divisions of
Separate Account C. If you do not specify the allocation, then the withdrawal
will be allocated among the General Account and the divisions of Separate
Account C in the same proportion that the Accumulation Value in the General
Account, less any debt, and the Accumulation Value in each division bears to the
total Accumulation Value of the policy, less any debt, on the date of the
withdrawal.

9406                               Page 14
<PAGE>
 
Surrender - Upon written request you may surrender this policy at any time
during the lifetime of the Insured and before the Maturity Date. The amount
payable on surrender of this policy shall be the Surrender Value. If this policy
is surrendered, all insurance in force under this policy shall terminate on the
monthly anniversary day next following our receipt of the surrender request.

If surrender is requested under this section within 30 days after a policy
anniversary, the Cash Value shall not be less than the Cash Value on that
anniversary, less any policy loans or withdrawals made on or after such
anniversary.

Surrender Charge - The Surrender Charge is calculated by multiplying the
surrender factor by the total premiums paid in the first policy year.

The surrender factor will vary by policy year according to the table shown on
Page 3A.

Basis of Computations - For attained ages 15 and above, minimum Cash Values and
Reserves in the General Account are based on the 1980 CSO Male/Female,
Smoker/Nonsmoker Mortality Tables with interest at 4% per year. For attained
ages 14 and below, minimum Cash Values and Reserves in the General Account are
based on the 1980 CSO Male/Female Mortality Tables with interest at 4% per year.

The method used in computing Cash Values and Reserves in Separate Account C is
in accordance with actuarial procedures that recognize the variable nature of
Separate Account C. The method used is such that if the Net Investment Factor,
less one, for all divisions of Separate Account C, at all times from the Policy
Date, is equal to an effective annual interest rate of 4%, then the Cash Values
and Reserves in Separate Account C will be at least equal to the minimum Cash
Values and Reserves, which would have been required by the law of the state in
which this policy is delivered, of an equivalent policy in which all net
premiums have been allocated to the General Account.

Minimum Values - All values under this policy are not less than the values
required by the state in which this policy was delivered.  A detailed statement
of the method of computation of Cash Values under this policy has been filed
with the insurance department of the state in which this policy was delivered.

SEPARATE ACCOUNT PROVISIONS

Separate Account - The variable benefits under this policy are provided through
investments in Separate Account C. We established Separate Account C as a
separate investment account to support variable life insurance contracts.  We
will not allocate assets to Separate Account C to support the operation of any
contracts or policies that are not variable life insurance.

The assets of Separate Account C are owned by us. However, these assets are not
part of our General Account. Income, gains and losses, whether or not realized,
from assets allocated to Separate Account C will be credited to or charged
against the account without regard to our other income, gains or losses.

Assets equal to the reserves and other liabilities of Separate Account C will
not be charged with liabilities that arise from any other business we may
conduct. Such assets shall not be available to general creditors of ours in the
event of our insolvency to the full extent permitted by applicable law. We shall
have the right to transfer to our General Account any assets of Separate Account
C which are in excess of such reserves and other policy liabilities.

Separate Account C is registered with the Securities and Exchange Commission as
a unit investment trust under the Investment Company Act of 1940. Separate
Account C is also subject to the laws of the State of New Hampshire which
regulate the operations of insurance companies incorporated in New Hampshire.
The investment policy of Separate Account C will not be changed without the
approval of the Insurance Commissioner of New Hampshire.  The approval process
is on file with the Insurance Commissioner of the state in which this policy was
delivered.

9407                               page 15
<PAGE>
 
SEPARATE ACCOUNT PROVISIONS (CONTINUED)

Divisions - Separate Account C has several divisions. Each division will buy
shares of a separate series of Chubb Series Trust. Each series represents a
separate investment portfolio of Chubb Series Trust. All divisions of Separate
Account C are shown on page 3. You will determine the percentage of net premiums
which will be allocated to each division.

Income, gains and losses, whether or not realized, from the assets of Separate
Account C are credited to or charged against that division without regard to
income, gains or losses in other divisions of Separate Account C or in the
General Account.

We will value the assets of each division of Separate Account C at the end of
each valuation period.  A valuation period is the period between two successive
valuation dates. A valuation date is each day that the New York Stock Exchange
is open for business or any other day in which there is material change in the
value of the assets in Separate Account C.

Transfers - You may transfer amounts between the General  Account and the
divisions of Separate Account C by sending a written request to us.  The total
amount transferred must be at least $1,000. No amounts under $1,000 may be
transferred out of any division of Separate Account C or the General Account
unless such lesser amount constitutes the entire balance.  A transfer charge
equal to $100 will be imposed each time amounts are transferred, except with
respect to policy loans. The transfer charge will be deducted from the amount
that is transferred. We will make transfers so that the Accumulation Value on
the date of transfer will not be affected by the transfer except to the extent
of the transfer charge. We may revoke or modify the transfer privilege at any
time, including the minimum amount transferable and the transfer charge.

As long as any portion of the policy's Accumulation Value is allocated to a
division of Separate Account C, the policy's Accumulation Value and Cash Value
will reflect the investment performance of the chosen division(s) of Separate
Account C. The Death Benefit may also reflect the performance of the chosen
division(s) of Separate Account C.

At any time, you may transfer 100% of the policy's Accumulation Value to the
General Account. While 100% of the policy's Accumulation Value is allocated to
the General Account, minimum benefits for the policy will be fixed and
guaranteed.

No transfer charge will be imposed for a transfer of all Accumulation Value in
Separate Account C to the General Account. However, any transfer from the
General Account to the division(s) of Separate Account C will be subject to the
transfer charge.

Addition, Deletion, or Substitution of Investments - We reserve  the  right,
subject  to  compliance  with applicable law, to make additions to, deletions
from, or substitutions for the shares of a series that are held by Separate
Account C or that Separate Account C may purchase. We reserve the right to
eliminate the shares of any series of Chubb Series Trust and to substitute
shares of another series of Chubb Series Trust or of another open-end,
registered investment company, if the shares or series are no longer available
for investment or if in our judgement, further investment in any eligible series
should become inappropriate in view of the purposes of the policy. We will not
substitute any shares attributable to your interest in a division of Separate
Account C without notice to you and prior approval of the Securities and
Exchange Commission, to the extent required by the Investment Company Act of
1940.  This shall not prevent Separate Account C from purchasing other
securities for other series or classes of policies, or from permitting
conversion between series or classes of policies or contracts on the basis of
requests made by policyowners.

We reserve the right to establish additional divisions of Separate Account C,
each of which would invest in a new series of Chubb Series Trust or in shares of
another open-end, registered investment company. We also reserve the right to
eliminate existing divisions of Separate Account C.

If we consider it to be in the best interest of persons having voting privileges
under the policies, Separate Account C may be operated as a management company
under the Investment Company Act of 1940; or it may be deregistered under that
Act in the event registration is no longer required or it may be combined with
other separate accounts.

94D7                               Page 16
<PAGE>
 
POLICY LOANS

Policy Loans - After the first policy anniversary, a loan will be granted upon
the sole security of the portion of the Cash Value required to repay the loan.
The maximum loan amount is 90% of this policy's Cash Value on the date of loan.
Any prior debts to us against this policy will be deducted from the amount
available for loan.

You may allocate the policy loan among the General Account and the divisions of
Separate Account C. If you do not specify the allocation, then the policy loan
will be allocated among the General Account and the divisions of Separate
Account C in the same proportion that the Accumulation Value in the General
Account, less any debt, and the Accumulation Value in each division bears to the
total Accumulation Value of the policy, less any debt, on the date of the policy
loan. Accumulation Value in each division equal to the policy loan allocated to
each division will be transferred to the General Account and reduce the
Accumulation Value in that division. If loan interest is not paid when due, an
amount of Accumulation Value equal to the loan interest will also be
transferred.

If the policy debt exceeds the policy's Accumulation Value in the General
Account, we will transfer Accumulation Value equal to the excess debt from the
divisions of Separate Account C to the General Account as security for the
excess debt. The amount transferred will be allocated among the divisions in the
same proportion that the Accumulation Value in each division bears to the
policy's total Accumulation Value in all divisions of Separate Account C.

Types of Policy Loans (Type A and Type B) - There are two (2) types of policy
loans which we will grant to you - Type A and Type B. The type of loan which we
will grant depends upon the amount of unloaned Type A balance available at the
time the loan is taken. The unloaned Type A balance is the Cash Value, less the
threshold, and less the sum of any outstanding Type A loans as defined below.
The threshold is the Guideline Single Premium for this policy at issue as
defined in Section 7702 of the Internal Revenue Code of 1986 entitled "Life
Insurance Contract Defined". If the Specified Amount increases, the threshold
will be increased to the threshold at issue times the ratio of the largest
Specified Amount ever existing on the policy to the Initial Specified Amount. If
the Specified Amount decreases, the threshold will not change.

A Type A loan is a policy loan granted by us when the unloaned Type A balance
before the loan is taken exceeds the loan requested.

A Type B loan is a policy loan granted by us when the unloaned Type A balance
before the loan is taken is less than or equal to zero.

When the unloaned Type A balance before the loan is taken exceeds zero, but is
less than the loan requested, a Type A loan equal to the unloaned Type A balance
will be granted by us. The remainder of the requested loan will be a Type B
loan.

We will grant a Type A loan first before a Type B loan. Once a policy loan is
granted, it remains a Type A or a Type B until it is repaid.

Policy Loan interest - The interest charged by us on a policy loan depends upon
the type of loan granted.

On a Type A loan we will charge interest at an effective annual rate of 6.0%.

On a Type B loan we will charge interest at an effective annual rate of 6.85%.

Interest accrues on a daily basis from the date of the loan and is compounded
annually. Interest unpaid on a loan anniversary is added to and becomes part of
the loan principal and bears interest on the same rate.

Policy Loan Repayment - Any debt may be repaid, in whole or in part, at any time
while this policy is in force. Repayments will be used to reduce policy loans
until fully paid in the following order:

(1)  Any or all Type B loans; then

(2)  Any or all Type A loans.

When a loan repayment is made, Accumulation Value securing the debt in the
General Account equal to the loan repayment will be allocated among the General
Account and divisions of Separate Account C using the same percentages used to
allocate net premiums.

If the total debt equals or exceeds the Cash Value at any time, this policy will
terminate. The policy will not terminate until 31 days after notice has been
mailed to you and to the assignee, if any, at the address last reported to us.

9408                               Page 17
<PAGE>
 
PAYMENT OPTIONS

Election of an Option - Any proceeds to be paid under this policy may be paid as
an income under any one of the options stated below. The election of an option
or change of prior election must be made in writing to us at our Home Office. If
an option is not chosen by you prior to the death of the Insured, the primary
Beneficiary may make such election.

Unless we agree otherwise, any such payments will be made only to a natural
person taking in his own right. An option may be elected only if the amount of
the proceeds is $2,000 or more. We may change the interval of payments to 3, 6,
or 12 months, if necessary to increase the guaranteed payments to at least
$20.00 each.

Option A - Installments of a Specified Amount - Payments of an agreed amount to
be made each month until the proceeds and interest are exhausted.

Option B - Installments for a Specified Period - Payments to be made each month
for an agreed number of years.

Option C - Life Income - Payments to be made each month for the lifetime of the
Payee. It is guaranteed that payments will be made for a minimum of 10,15, or 20
years as agreed upon.

Option D - Interest - Payment of interest on the proceeds held by us. The amount
of interest payment is calculated at the compound rate of 3% per year.
Interest payments will be made in 12-, 6-, 3-, or 1-month intervals as agreed
upon.

Supplementary Contract - When the proceeds of this policy become payable, a
supplementary contract setting forth the terms of the option chosen will be
issued to the Payee. The first payment under Option A, B, or C shall be payable
on the effective date of such option.  The first payment under Option D shall be
payable at the end of the first agreed payment interval.

Interest - The interest rate for Options A, B, and D will not be less than 3%
per year. The interest rate for Option C will not be less than 2 1/2 per
year. Interest in addition to that stated may be paid or credited from time to
time under any option but only at our sole discretion.

Withdrawal Value - Unless otherwise stated in the election of an option, the
Payee shall have the right to receive the Withdrawal Value under that option.

For Options A and D the Withdrawal Value shall be any unpaid balance of proceeds
plus interest.

For Option B the Withdrawal Value shall be the commuted value of the remaining
payments. Such value will be calculated on the same basis as the original
payments.

For Option C the Withdrawal Value shall be the commuted value of the remaining
payments.  Such value will be calculated on the same basis as the original
payments. To receive this value, the Payee must submit evidence of insurability.
Such evidence must be satisfactory to us. Otherwise, the Withdrawal Value shall
be the commuted value of any remaining guaranteed payments. In this event the
payments will be resumed at the end of the guaranteed period if the Payee should
be alive on that date. The payments will then continue for the lifetime of the
Payee.

Under any of these options, the Payee shall have the right to receive the
Withdrawal Value in partial amounts. However, the partial amounts shall not be
less than the smaller of the Withdrawal Value or $100.

Death of Payee - If the Payee dies before the proceeds are exhausted or the
prescribed payments made, a final payment will be made in one sum to the estate
of the last surviving Payee. The amount to be paid will be calculated as
described for the applicable option in the Withdrawal Value provision.

Limitation on Rights of Payee and Claims of Creditors - Neither the amount
retained under an option nor any payment made under an option can be assigned or
pledged. To the extent permitted by law such amounts or payments shall not be
subject to claims of creditors or legal process.

9408                               Page 18
<PAGE>
 
                               SETTLEMENT OPTIONS
               TABLES OF MONTHLY INSTALLMENTS UNDER OPTION B OR C

Monthly installments are shown for each $1,000 of net proceeds applied. The ages
shown are ages nearest birthday when the first monthly installment is payable.

                                 OPTION B TABLE
                      INSTALLMENTS FOR A SPECIFIED PERIOD
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
 Years       Monthly       Years       Monthly       Years       Monthly       Years       Monthly       Years       Monthly
           Installment               Installment               Installment               Installment               Installment
- ------------------------------------------------------------------------------------------------------------------------------
 <S>       <C>             <C>       <C>             <C>       <C>             <C>       <C>             <C>       <C> 
   1         $84.47          7         $13.16         13          $7.71          19         $5.73         25          $4.71
   2          42.86          8          11.68         14           7.26          20          5.51         26           4.59
   3          28.99          9          10.53         15           6.87          21          5.32         27           4.48
   4          22.06         10           9.61         16           6.53          22          5.15         28           4.37
   5          17.91         11           8.86         17           6.23          23          4.99         29           4.27
   6          15.14         12           8.24         18           5.96          24          4.84         30           4.18
Multiply the monthly installment by 11.84 for annual, by 5.96 for semi-annual or by 2.99 for quarterly installments.
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

<TABLE> 
<CAPTION> 
                                               OPTION C TABLE
                                                LIFE INCOME
- --------------------------------------------------------------------------------------------------------------------
  Attained                                                      Attained
Age of Payee               MONTHLY INSTALLMENTS               Age of Payee               MONTHLY INSTALLMENTS
- --------------------------------------------------------------------------------------------------------------------
                                GUARANTEED                                                    GUARANTEED
Male     Female     10 Years     15 Years     20 Years        Male     Female     10 Years     15 Years     20 Years
- --------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>          <C>          <C>             <C>      <C>        <C>          <C>          <C> 
l6 or    2l or
Under    Under        $2.83        $2.82       $2.81           51        56        $4.60         $4.44        $4.24
 17       22           2.85         2.84        2.84           52        57         4.69          4.52         4.30
 18       23           2.88         2.87        2.86           53        58         4.79          4.60         4.36
 19       24           2.90         2.89        2.88           54        59         4.90          4.69         4.41
 20       25           2.93         2.92        2.91           55        60         5.01          4.77         4.47
 21       26           2.95         2.95        2.93           56        61         5.12          4.86         4.53
 22       27           2.98         2.97        2.96           57        62         5.23          4.94         4.59
 23       28           3.01         3.00        2.99           58        63         5.35          5.03         4.64
 24       29           3.04         3.03        3.02           59        64         5.48          5.12         4.70
 25       30           3.08         3.07        3.05           60        65         5.61          5.21         4.75

 26       31           3.11         3.10        3.08           61        68         5.74          5.30         4.80
 27       32           3.14         3.13        3.11           62        67         5.87          5.39         4.85
 28       33           3.18         3.17        3.15           63        68         6.01          5.48         4.90
 29       34           3.22         3.20        3.18           64        69         6.16          5.56         4.94
 30       35           3.26         3.24        3.22           65        70         6.30          5.65         4.98
 31       36           3.30         3.28        3.25           66        71         6.45          5.73         5.02
 32       37           3.34         3.32        3.29           67        72         6.60          5.82         5.05
 33       38           3.39         3.36        3.33           68        73         6.76          5.90         5.09
 34       39           3.43         3.41        3.37           69        74         6.91          5.97         5.12
 35       40           3.48         3.45        3.41           70        75         7.07          6.05         5.14

 36       41           3.53         3.50        3.45           71        76         7.23          6.12         5.17
 37       42           3.59         3.55        3.50           72        77         7.38          6.18         5.19
 38       43           3.64         3.60        3.54           73        78         7.54          6.24         5.20
 39       44           3.70         3.65        3.59           74        79         7.69          6.30         5.22
 40       45           3.76         3.71        3.64           75        80         7.84          6.35         5.23
 41       46           3.82         3.77        3.69           76        81         7.98          6.39         5.24
 42       47           3.88         3.82        3.74           77        82         8.13          6.43         5.25
 43       48           3.95         3.88        3.79           78        83         8.26          6.47         5.26
 44       49           4.02         3.95        3.84           79        84         8.39          6.50         5.26
 45       50           4.09         4.01        3.90           80 or     85 or      8.51          6.53         5.27
 46       51           4.17         4.08        3.95           Over      Over
 47       52           4.25         4.15        4.01             
 48       53           4.33         4.22        4.07             
 49       54           4.42         4.29        4.12             
 50       55           4.50         4.37        4.18             

Multiply the monthly installment by 11.80 for annual, by 5.93 for semi-annual or by 2.98 for quarterly installments.
</TABLE> 

9409                               Page 19
<PAGE>
 
ENDORSEMENTS:








                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
         Adjustable Death Benefit Payable On The Death Of The Insured.
  Premium Payments May be Made At Any Time And, Within Limits, In Any Amount.
             The Specified Amount May Be Increased Or Decreased And
                      Death Benefit Option May Be Changed.
     The Maturity Date May Be Changed Subject To Limitations In The Policy.
               Surrender Value, If Any, Payable On Maturity Date.
              Additional Benefits, If Any, As Indicated On Page 3.
                   Some Benefits Reflect Investment Results.
                       Non-participating - No Dividends.

9409

<PAGE>
 
                                                               Exhibit 1(e) (ii)



                                   SPECIMEN

                            JOINT AND LAST SURVIVOR

                               FLEXIBLE PREMIUM

                        VARIABLE LIFE INSURANCE POLICY
<PAGE>
 
[LOGO OF CHUBB LIFEAMERICA APPEARS HERE]

Chubb Life Insurance Company of America
One Granite Place. P.O. Box 515, Concord, New Hampshire 03302      (603)226-5000

Chubb Life Insurance Company of America, a stock company, will pay the Death
Benefit specified herein to the Beneficiary on the death of the Survivor of the
Insureds on receipt of due proof of both Insureds' deaths while this policy was
in force.

This is a Flexible Premium Variable Life Insurance Policy. The Specified Amount
may be increased or decreased by the Owner. Net Premiums will be allocated to
the General Account or to one or more divisions of Chubb Separate Account C
(herein called Separate Account C) as determined by the Owner.

THE POLICY'S ACCUMULATION VALUE IN EACH DIVISION OF SEPARATE ACCOUNT C IS BASED
ON THE INVESTMENT EXPERIENCE OF THAT DIVISION AND MAY INCREASE OR DECREASE
DAILY. THE ACCUMULATION VALUE IS NOT GUARANTEED AS TO DOLLAR AMOUNT.

The policy's Accumulation Value in the General Account will earn interest daily
at a minimum guaranteed effective annual rate of 4%. Interest in excess of the
guaranteed rate may be applied in the calculation of the Accumulation Value at
such increased rates as the Company may determine.

THE AMOUNT OF DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY VARY UNDER
THE CONDITIONS DESCRIBED HEREIN.

This policy is a legal contract between the Owner and Chubb Life Insurance 
Company of America.

                           READ YOUR POLICY CAREFULLY

TWENTY DAY RIGHT TO CANCEL - Please examine this policy carefully. You may
cancel this policy by returning it to our Home Office or to the agent through
whom it was purchased within 20 days after the date you receive the policy or
any longer period as may be required by the Securities and Exchange Commission.
If the policy is returned, it will be deemed void from the beginning and any
premium paid for it will be refunded within 7 days.

     [SIGNATURE APPEARS HERE]                     /s/ Frederick G. Condon
            President                                    Secretary

                            JOINT AND LAST SURVIVOR

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY



Joint Insureds:  ***************
                 ***************
Policy Number:  ###########



              Adjustable Death Benefit Payable On The Death Of The
                           Survivor Of The Insureds.
  Premium Payments May be Made At Any Time And, Within Limits, In Any Amount.
             The Specified Amount May Be Increased Or Decreased And
                      Death Benefit Option May Be Changed.
     The Maturity Date May Be Changed Subject To Limitations In The Policy.
               Surrender Value, If Any, Payable On Maturity Date.
              Additional Benefits, If Any, As Indicated On Page 3.
                   Some Benefits Reflect Investment Results.
                       Non-participating - No Dividends.

Form 93-61
<PAGE>
 
                           GUIDE TO POLICY PROVISIONS

<TABLE>
<S>                                                      <C> 
Corridor Percentage Table  .............................  3B
Data Page:
   Age at Issue  .......................................   3
   Death Benefit Option  ...............................   3
   Initial Specified Amount  ...........................   3
   Maturity Date  ......................................   3
   Owner  ..............................................   3
   Policy Expense Charges  .............................   3
Death Benefit:
   Changes in Existing Coverage  .......................  11
   Death Benefit  ......................................  11
Definitions  ...........................................   5
General Provisions:
   Annual Report  ......................................   9
   Assignment  .........................................   8
   Changing the Beneficiary  ...........................   8
   Illustration of Benefits and Values  ................   9
   Incontestability  ...................................   7
   Misstatement of Age or Sex  .........................   7
   Non-Participating  ..................................   9
   Notice of First Death  ..............................   8
   Payment of Proceeds  ................................   8
   Postponement of Payment  ............................   9
   Proceeds  ...........................................   8
   Reserves  ...........................................   9
   Simultaneous Death of Insureds  .....................   8
   Suicide  ............................................   7
Payment Options:
   Death of Payee  .....................................  18
   Election of an Option  ..............................  18
   Interest  ...........................................  18
   Limitation on Rights of Payee and Claims
          of Creditors  ................................  18
   Option A - Installments of a Specified Amount  ......  18
   Option B - Installments for a Specified Period  .....  18
   Option C - Life income  .............................  18
   Option D - Interest  ................................  18
   Supplementary Contract  .............................  18
   Tables of Monthly Installments Under Option B or C  .  19
   Withdrawal Value  ...................................  18
Policy Loans:
   Policy Loan Interest  ...............................  17
   Policy Loan Repayment  ..............................  17
   Policy Loans  .......................................  17
   Types of Policy Loans (Type A and Type B)  ..........  17
Policy Values:
   Accumulation Value  .................................  11
   Basis of Computations  ..............................  15
   Cash Value  .........................................  14
   Continuation of Insurance  ..........................  14
   Cost of Insurance  ..................................  13
   Cost of Insurance Discounts  ........................  14
   Cost of Insurance Rates  ............................  13
   General Account Accumulation Value  .................  12
   General Account Interest Rate  ......................  12
   Insufficient Cash Value  ............................  14
   Minimum Values  .....................................  15
   Monthly Deduction  ..................................  13
   Net Investment Factor  ..............................  13
   Separate Account Accumulation Values  ...............  12
   Surrender  ..........................................  15
   Surrender Charge  ...................................  15
   Withdrawal of Cash Value (Withdrawal) ...............  14
Premiums:
   Allocation of Net Premiums  .........................  10
   Grace Period  .......................................  10
   Net Premium  ........................................  10
   Planned Periodic Premium and Premium Frequency  .....   9
   Policy Lapse  .......................................  10
   Premium Payments  ...................................   9
   Reinstatement  ......................................  10
   Unscheduled Premiums  ...............................  10
Separate Account Provisions:
   Addition, Deletion, or Substitution of Investments  .  16
   Divisions  ..........................................  16
   Separate Account  ...................................  15
   Transfers  ..........................................  16
Schedule of Surrender Charges  .........................  3A
Table of Monthly Guaranteed Cost of Insurance Rates  ...   4
Your Contract:
   Change of Maturity Date  ............................   6
   Change or Modification  .............................   6
   Entire Contract  ....................................   6
   Maturity Date  ......................................   6
   Owner Death  ........................................   6
   Termination  ........................................   6
   This Policy is a Legal Contract  ....................   6
   Your Rights Under This Policy  ......................   6
   When Coverage Begins  ...............................   6
</TABLE>

A copy of the application will be found after the last page of this policy. Any 
other benefit or agreements will also be found after the last page.

9361                               Page 2
<PAGE>
 
     INSURED:  A - JOHN DOE                           MATURITY DATE:  10/01/2058
     INSURED:  B - JANE DOE                           POLICY NUMBER:  0000000
       OWNER:  JOHN DOE                           PREMIUM FREQUENCY:  ANNUAL
  ISSUE DATE:  10/01/1993                             DEATH BENEFIT:  OPTION 1
 POLICY DATE:  10/01/1993                 CORRIDOR PERCENTAGE TABLE:  STANDARD
AGE AT ISSUE:  A - 35 MALE
AGE AT ISSUE:  B - 35 FEMALE

RATING CLASS:  A - NON-SMOKER 
RATING CLASS:  B - NON-SMOKER

BENEFICIARY:  AS STATED IN APPLICATION OR ENDORSEMENT ATTACHED.

                                                      INITIAL    PLANNED
                                                      MINIMUM    PERIODIC
LIFE INSURANCE                                        PREMIUM    PREMIUM

$2,000,000 INITIAL SPECIFIED AMOUNT                 $14,280.00  $14,280.00


JOINT AND LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


IT IS POSSIBLE THAT COVERAGE WILL EXPIRE PRIOR TO THE MATURITY DATE CHOSEN WHEN
EITHER NO PREMIUMS ARE PAID FOLLOWING PAYMENT OF THE INITIAL PREMIUM OR
SUBSEQUENT PREMIUMS ARE INSUFFICIENT TO CONTINUE COVERAGE TO SUCH DATE. IF
CURRENT VALUES CHANGE, THIS WILL ALSO AFFECT COVERAGE.

THE POLICY'S ACCUMULATED VALUE IN THE GENERAL ACCOUNT WILL EARN INTEREST DAILY
AT A MINIMUM GUARANTEED EFFECTIVE ANNUAL RATE OF 4%. THE POLICY'S ACCUMULATED
VALUE HELD IN THE GENERAL ACCOUNT FOR POLICY LOAN COLLATERAL WILL EARN INTEREST
DAILY AT AN EFFECTIVE ANNUAL RATE OF 6%.

ALLOCATIONS OF NET PREMIUMS:             20.0%  INTERNATIONAL EQUITY DIVISION
                                         20.0%  SMALL COMPANY DIVISION
                                         20.0%  EQUITY DIVISION
                                         20.0%  BOND DIVISION
                                         20.0%  TREASURY MONEY MARKET DIVISION


POLICY EXPENSE CHARGES:

   (1) STATE PREMIUM TAX LOAD: 2.5% OF EACH PREMIUM PAID.

   (2) FEDERAL DEFERRED ACQUISITION COST (DAC TAX) LOAD: 1.25% OF EACH PREMIUM 
       PAID.

   (3) SALES LOAD: 3.0% OF EACH PREMIUM PAID.

   (4) COST OF INSURANCE AS DEFINED ON PAGE 13.

   (5) MORTALITY AND EXPENSE RISK CHARGE AS DEFINED ON PAGE 13.

   (6) SURRENDER CHARGE ON WITHDRAWAL OR SURRENDER AS DEFINED ON PAGE 15.

                                     Page 3
<PAGE>
 
                  POLICY YEAR               SURRENDER FACTOR
                        1                           5%
                        2                           4%
                        3                           3%
                        4                           2%
                        5                           1%
                        6+                          0

SURRENDER CHARGE IS CALCULATED BY MULTIPLYING THE APPROPRIATE SURRENDER FACTOR
BY THE TOTAL PREMIUMS PAID IN THE FIRST POLICY YEAR.

                                    Page 3A
<PAGE>
 
                           CORRIDOR PERCENTAGE TABLE

<TABLE>
<CAPTION>
Policy      Corridor      Policy      Corridor      Policy      Corridor
 Year      Percentage      Year      Percentage      Year      Percentage
<S>        <C>            <C>        <C>            <C>        <C>
  01          656%          26          252%          51          124%
  02          631           27          243           52          122
  03          607           28          234           53          121
  04          584           29          226           54          119
  05          561           30          218           55          118

  06          540           31          211           56          116
  07          519           32          203           57          115
  08          499           33          197           58          114
  09          480           34          190           59          112
  10          462           35          184           60          111

  11          444           36          178           6l          110
  12          427           37          173           62          108
  13          411           38          168           63          107
  14          396           39          163           64          105
  15          381           40          158           65          104

  16          366           41          154                       
  17          353           42          150                       
  18          339           43          146                       
  19          327           44          143                       
  20          314           45          139                       

  21          303           46          136                       
  22          292           47          133                       
  23          281           48          131                       
  24          271           49          128                       
  25          261           50          126                       

                                                    M-NS
</TABLE>

                                    Page 3B
<PAGE>
 
                      TABLE OF MONTHLY GUARANTEED COST OF
                           INSURANCE RATES PER $1,000
                              POLICY NUMBER 000000

<TABLE>
<CAPTION>
Policy       Monthly        Policy        Monthly        Policy        Monthly
 Year         Rate           Year          Rate           Year           Rate
<S>          <C>            <C>           <C>            <C>           <C>
  01         0.00021          26          0.16877          51           9.14987
  02         0.00067          27          0.19882          52          10.36448
  03         0.00121          28          0.23560          53          11.65487
  04         0.00186          29          0.28104          54          13.00037
  05         0.00266          30          0.33649          55          14.41268

  06         0.00360          31          0.40202          56          15.89204
  07         0.00476          32          0.47841          57          17.45991
  08         0.00613          33          0.56575          58          19.15687
  09         0.00775          34          0.66447          59          21.05478
  10         0.00962          35          0.77774          60          23.36818

  11         0.01184          36          0.91157          61          26.51705
  12         0.01443          37          1.08075          62          31.35472
  13         0.01748          38          1.26820          63          39.59522
  14         0.02104          39          1.50766          64          54.65267
  15         0.02522          40          1.79530          65          83.33333

  16         0.03014          41          2.13054                     
  17         0.03602          42          2.51400                     
  18         0.04311          43          2.94442                     
  19         0.05167          44          3.42118                     
  20         0.06184          45          3.95359                     

  21         0.07386          46          4.55879                     
  22         0.08791          47          5.25323                     
  23         0.10398          48          6.05602                     
  24         0.12221          49          6.98106                     
  25         0.14352          50          8.01516                     

                                                         M-NS
</TABLE>

                                     Page 4
<PAGE>
 
DEFINITIONS

Terms or Definitions we identify or define here are some of the terms used
throughout the contract. There are other terms which are explained or defined in
other parts of the text.

Accumulation Value - The Accumulation Value of the policy is equal to the total
of the policy's Accumulation Value in the General Account and the policy's
Accumulation Value in divisions of Separate Account C.

Attained Age - Refers to the age nearest birthday on the Policy Date of each
Insured plus the number of completed policy years.

Beneficiary - The person named to receive the Death Benefit proceeds upon the
death of the surviving Insured. The Beneficiary is as named in the application
unless later changed. There can be one or more Beneficiaries.

Cash Value - The Accumulation Value less any applicable Surrender Charge.

Death Benefit - The amount payable on the death of the surviving Insured while
this policy is in force.  It is explained in the Death Benefit section.

Debt - Means the principal of any loan outstanding against this policy, plus any
accrued loan interest which has not been paid.

Initial Minimum Premium - The minimal first year premium amount due and payable
on the Policy Date as shown on Page 3.

Insureds - The persons named as the Insureds on Page 3. The Insureds may be
other than the Owner.

Issue Date - This is the date this policy is issued at the Home Office and is
stated on Page 3. The contestable and suicide periods are measured from the
Issue Date.

Policy Date - The date as shown on Page 3, which is the date requested by the
Owner.  If no date is requested, it shall be the Issue Date. The Policy Date is
the date from which policy years, policy months, policy anniversaries and
monthly anniversary days will be determined. If the Policy Date should fall on
the 29th, 30th or 31st of a month, the Policy Date will be the 1st of the
following month.

Policy Year - The first policy year is the twelve month period following the
Policy Date. Each twelve month period thereafter makes up the next policy year.

Specified Amount - The face amount of the policy as selected by the Owner. This
amount may increase or decrease subject to the terms of this policy. The Death
Benefit is based on the Specified Amount as described in the Death Benefit
section.

Surrender Charge - A charge to the Accumulation Value in the event of surrender
or withdrawal. It is further explained in the Policy Values section.

Surrender Value - The Cash Value less any debt.

We, Us, Our - Chubb Life Insurance Company of America.

Withdrawal - A payment to you of some portion of the Cash Value accompanied by a
reduction to the Accumulation Value, Specified Amount, and Death Benefit. It is
explained in the Policy Values section.

Written Request - A request in writing signed by you and received by us.

You, Your - The Owner of this policy as shown in the application, unless later
changed following written request. The Owner may be someone other than the
Insureds.

9362                               Page 5
<PAGE>
 
YOUR CONTRACT

This Policy is a Legal Contract - This policy is a legal contract that you have
entered into with us.  We promise to provide the insurance benefits described in
this policy. In return, you have submitted a completed application, a copy of
which is attached.  You also promise to pay the Initial Minimum Premium. There
is no insurance until the Initial Minimum Premium is paid.

Entire Contract - The entire contract consists of:

   (1)  this policy form; and

   (2)  riders, if any, which add benefits to the basic policy; and

   (3)  endorsements, if any; and

   (4)  your application, and any amendments or supplemental applications all 
        of which are added to and made a part of the policy.

When Coverage Begins - The coverage begins on the Policy Date,  provided  that
the  Initial  Minimum Premium has been paid, and the policy has been delivered
while there has been no change since the date of the application in the health
of the Insureds or to the answers to the health questions contained in the
application.  Any requested increase or addition to coverage will be shown on a
Supplemental Policy Specifications Page.   The effective date for such requested
coverage shall begin on the monthly anniversary day that coincides with or next
follows our approval of such increase or addition.

Termination - This policy terminates when any of the following occur:

   (1)  you request the full surrender of this policy;

   (2)  the death of the surviving Insured;

   (3)  the Grace Period ends; or

   (4)  the policy reaches its Maturity Date.

Maturity Date - The Maturity Date is shown on Page 3 and is the date when
coverage is scheduled to end. If this policy is in force on the Maturity Date:

   (1)  all insurance benefits end; and

   (2)  the Accumulation Value less any debt will be paid as you direct in a 
        lump sum or under a payment option.

The policy may end prior to the Maturity Date if premium  payments  are
insufficient  to  continue coverage to such date.  Details are provided in the
Policy Lapse provision of the Premiums section.

Change of Maturity Date - The Maturity Date may be changed, upon written request
by you.  The new Maturity Date may be any policy anniversary after the end of
the tenth policy year and before the younger Insured's 100th birthday. However,
the new Maturity Date must be at least twelve months from the date we receive
such written request from you.

Change or Modification - Only one of our officers can change or modify this
policy or waive any of our rights or requirements. Any such changes must be in
writing. No agent has the authority to make any changes or waive any of the
terms of your policy.

To the extent permitted by applicable laws and regulations. we may make changes
without your consent to the provisions of this policy to comply with any
applicable federal or state laws including, but not limited to, requirements for
life insurance contracts under the Internal Revenue Code. You have the right to
refuse any such changes.  However, we cannot accept responsibility for the tax
treatment of this policy. You should consult your tax advisor regarding taxation
of this policy.

Your Rights Under This Policy - As the Owner, you can exercise every right,
receive every benefit and enjoy every privilege granted by this policy.

Owner Death - Upon death of the Owner. the surviving Insured(s) will assume
ownership, unless otherwise provided. If such ownership goes to joint owners,
they will be joint tenants with right of survivorship and not tenants in common.

9362                               Page 6
<PAGE>
 
GENERAL PROVISIONS

Incontestability - We rely on the statements made in the application for this
policy and any supplemental applications. These statements, in the absence of
fraud, are considered representations and not warranties. No statement may be
used in defense of a claim under this policy unless it is in an application.

We will not contest this policy, except for any increase in the Specified
Amount, after it has been in force during the lifetime of each Insured for a
period of two years from its Issue Date.

Any increase in the Specified Amount will not be contested after such increase
has been in force during the lifetime of each Insured for two years following
the effective date of such increase. Any increase will be contestable, within
the two year period, only with regard to statements concerning the increase.

If we cancel coverage for the Initial Specified Amount, we will refund to you
all premiums paid less any policy loans and withdrawals paid out, or if we are
canceling coverage for an additional Specified Amount or Amounts only, we will
refund to you, the cost of insurance for the additional Specified Amount or
Amounts, charged for the applicable period.

If this policy is reinstated, the incontestability period will start over again
beginning on the reinstatement date, but only for statements made in the
application for reinstatement.

Suicide - If either Insured commits suicide, while sane or insane, within two
years from the Issue Date, our only liability will be a refund of premiums paid
without interest less any policy loans and/or withdrawals. If either Insured
commits suicide, while sane or insane, after such two year period, but within
two years of the effective date of any increase in the Specified Amount, our
only liability with respect to the increase in the Specified Amount will be a
refund of the total cost of insurance for such increase.

If the first death of either Insured is by suicide within any such two year
period, and the surviving Insured was classified by us as insurable on the
Policy Date, at your request, we will issue, without evidence of insurability,
an individual policy providing coverage on the life of the surviving Insured
equal to the coverage on the Insureds for which the premiums or costs of
insurance was refunded. The Policy Date of the new policy and, the dates of any
increases in the Specified Amount will be the effective dates of the refunded
coverage. The new policy will be on the most similar policy form available at
the time. The premiums for the new policy will depend on the Initial Specified
Amount, rating class, and the attained age and sex of the surviving Insured for
this policy. The rating class for the new policy will be the individual rating
class assigned to the surviving Insured when this policy was underwritten and
may differ from the rating class for this policy.

Misstatement of Age or Sex - If either lnsured's age or sex has been misstated
in the application, we will adjust the proceeds to reflect the correct age or
sex, In such event, the Death Benefit we will pay will be equal to:

(1) The Accumulation Value on the date of death of the surviving Insured less
    any outstanding debt; plus

(2)  The Death Benefit, less the Accumulation Value on the date of death of
     the surviving Insured, multiplied by the ratio of (a) the cost of insurance
     actually deducted at the beginning of the policy month in which death
     occurs, to (b) the cost of insurance that should have been deducted based
     on the correct age or sex.

If either Insured's age or sex has been misstated in the application, the amount
payable under any rider by reason of death of the surviving Insured shall be
that amount of insurance which the rider cost, for the policy month during which
such death occurred, would have purchased had the cost of the benefits provided
under the rider been calculated using the correct cost of insurance rates for
the correct age or sex.

If prior to the death of the surviving Insured, it is found that either
Insured's age or sex has been misstated in the application for the policy or a
rider, the policy cash value will be recalculated from issue, using mortality
charges based on the correct age or sex.

9363                               Page 7
<PAGE>
 
GENERAL PROVISIONS (CONTINUED)  

Assignment - While at least one insured is alive you can:

(1) assign policy ownership to someone else; or

(2) assign this policy as security for an obligation. (This does not assign
    ownership).

A signed copy of the assignment must be sent to our Home Office on a form we
accept. The assignment will go into effect when it is signed subject to any
payments we make or other actions we take before we record it. We are not
responsible for the validity of any assignment.

Notice of First Death - Due proof of the death of the first of the Insureds to
die must be given to us as soon after the death occurs as is reasonably
possible.

Simultaneous Death of Insureds - When two or more Beneficiaries are designated
to take on the alternative based on the order of the Insureds' death and there
is not sufficient evidence that the Insureds died other than simultaneously; one
half of the death benefit proceeds shall be paid as if Insured A had survived
Insured B; and one half shall be paid as if Insured B had survived Insured A.
This shall not apply if you have provided for a different payment.

Changing the Beneficiary - You can change the Beneficiary at any time during
the lifetime of either Insured. To do so, send a written request to our Home
Office. The request must be on a form we accept. The change will go into effect
when signed subject to any payments we make or other actions we take before we
record the change. A change cancels all prior beneficiary designations.

Proceeds - By proceeds, we mean the amount payable:

(1) on the Maturity Date; or

(2) on surrender; or

(3) on the death of the surviving Insured.

The proceeds on the Maturity Date, as well as on surrender, will be the Cash
Value less any debt. The proceeds on the death of the surviving Insured will be
the Death Benefit less any debt and less any monthly deductions due.

All proceeds are subject to the adjustments provided in the Incontestability,
Suicide, and Misstatement of Age or Sex provisions of this policy and the
restrictions below.

Payment of Proceeds - Death Benefit proceeds or Cash Value proceeds may be paid
in one sum or under our payment options. Before proceeds are paid, they will be
used to pay the interest of anyone to whom this policy has been assigned (see
the Assignment provision). Loans and assignments will be paid in one sum.

If there is no Beneficiary at the time of the death of the surviving Insured,
we will pay the proceeds to you or your estate.

If the death benefit proceeds are not paid in one sum or applied under a payment
option within 30 days after we receive due proof of the death of the surviving
Insured, we will pay interest. Interest will be paid at the rate of 4% a year
from the date we receive such proof until paid.  If state law requires payment
of a greater amount, we will pay that amount.

To the extent allowed by law, all payments under this policy will be free from
creditor claims or legal process.

9363                               Page 8
<PAGE>
 
GENERAL PROVISIONS (CONTINUED)

Postponement of Payment - We will usually pay any amounts payable on surrender,
withdrawal, or policy loan allocated to Separate Account C within seven days
after written notice is received. We will usually pay any Death Benefit proceeds
within seven days after we receive due proof of the death of the surviving
Insured. Payment of any amount payable on surrender, withdrawal, policy loan,
or death may be postponed whenever:

(1) The New York Stock Exchange is closed other than customary week-end and
    holiday closings, or trading on the New York Stock Exchange is restricted as
    determined by the Securities and Exchange Commission;

(2) The Securities and Exchange Commission, by order, permits postponement
    for the protection of policyowners; or

(3) An emergency exists as determined by the Securities and Exchange
    Commission, as a result of which disposal of securities is not reasonably
    practicable or it is not reasonably practicable to determine the value of 
    the net assets of Separate Account C.

Transfers may also be postponed under the above circumstances.

We may defer the portion of any transfer, amount payable on surrender,
withdrawal or policy loan from the General Account for not more than six months.
However, no payment from the General Account to pay premiums on policies with us
will be deferred.

Annual Report - Following each December 31st, we will send you an annual report
which shows the current Cash Value, premiums paid, incurred charges and any
outstanding policy loans for the entire 12 months of the previous calendar year.
The first annual report forwarded to you will only reflect those months of the
previous calendar year during which this policy was in effect.

Illustration of Benefits and Values - We will provide illustrations of Death
Benefits and Cash Values at any time after the Policy Date upon your written
request. This illustration will be based on the existing Cash Value at the time
of request and maximum cost of insurance rates. Additional illustrations will be
made based on the existing Cash Value and current mortality assumptions.

Reserves - Reserves are the amount we hold to pay future benefits. They are not
less than the minimum required by applicable state law. When required, we file
with the state regulatory authorities a statement showing how Reserves are
calculated.

Non-Participating - This policy is a non-participating contract, which means 
the following:

(1) Premiums are determined and predetermined on a prospective basis only;

(2) We will not recoup any prior losses by means of a premium change; and

(3) You are not entitled to participate in our profits.

PREMIUMS

Premium Payments - An initial premium is due and payable on the Policy Date. The
initial premium may not be less than the Initial Minimum Premium. All premiums
are payable at our Home Office or to our authorized agent in exchange for a
receipt. This receipt must be signed by an elected officer of the Company and
countersigned by such agent.

Planned Periodic Premium and Premium Frequency - The Planned Periodic Premium
and Premium Frequency, as shown on Page 3, are selected by you. The Planned
Periodic Premium is the amount of premium you intend to pay. The Premium
Frequency is how often you intend to pay the Planned Periodic Premium. Payment
of the Planned Periodic Premium is your option.

We will send you Planned Periodic Premium payment reminder notices. If the mode
of premium payment is preauthorized check, government allotment or payroll
deduction, notice of any Planned Periodic Premium due will not be sent.

Changes in Premium Frequency and increases or decreases in the Planned Periodic
Premium may be made by you by providing us with written notification. We reserve
the right to limit the amount of any increase. No premium payment may be less
than $500.00.

Payment of a Planned Periodic Premium may not prevent this policy from
terminating. Failure to pay a Planned Periodic Premium will not, in itself,
cause this policy to terminate. The policy will terminate only if the conditions
occur as described in the Grace Period provision.

9364                               Page 9
<PAGE>
 
PREMIUMS (CONTINUED)

Net Premium - The Net Premium is equal to the premium paid less the Policy
Expense Charges shown on Page 3.

Allocation of Net Premiums - You will determine the allocation of the net
premiums among the General Account and the divisions of Separate Account C. The
minimum percentage that may be allocated to any of these accounts is 1%.

Unscheduled Premiums -  Premium payments  in addition to the Planned Periodic
Premium may be made at any time prior to the Maturity Date.  We reserve the
right to limit the number and amount of additional premium payments.

If there is an existing policy loan, premium payments in the amount of the
Planned Periodic Premium received at the Premium Frequency will be applied as
premium. Premium payments in excess of the Planned Periodic Premium or premium
payments received other than at the Premium Frequency will first be applied as
policy loan repayments, then as premium when the policy debt is repaid.

Grace Period - We will allow a Grace Period of 61 days. Such Grace Period will
begin on the day the Cash Value less any policy debt on a monthly anniversary
day is not enough to cover the monthly deduction for the month following such
monthly anniversary day. The Cash Value and monthly deduction are defined in the
Policy Values section.

If the surviving Insured dies during the Grace Period, we will deduct any
overdue monthly deduction, which is applicable to the Grace Period, from the
proceeds of the policy.

Policy Lapse - The policy will terminate without value at the end of the Grace
Period unless a premium large enough, after the deduction of the Policy Expense
Charges, to cover monthly deductions for at least three months is paid by the
end of the Grace Period. However, coverage will not end until 31 days after we
have mailed a premium notice to you, and any assignee of record, at the last
known address.

Reinstatement - Reinstatement is the restoration of the policy after it has
lapsed. Following reinstatement, the policy is placed back in force as if it had
never lapsed.

If this policy lapses or terminates as provided in the Grace Period provision,
we will reinstate the policy if we receive:

(1) your written request for reinstatement within five years after the end of
    the Grace Period and before the Maturity Date;

(2) satisfactory proof the Insureds, or the surviving Insured, are living and
    insurable at the original rating classes or class;

(3) payment of a premium large enough, after the deduction of the Policy
    Expense Charges, to cover monthly deductions for at least three policy 
    months following the effective date of reinstatement; and

(4) payment or reinstatement of any debt against the policy which existed on
    the date of termination.

The effective date of a reinstated policy or Reinstatement Date is the date we
approve the application for reinstatement. The Accumulation Value of the policy
on the Reinstatement Date shall be the Accumulation Value on the date of
termination plus the premium received to reinstate the policy. Any Surrender
Charges in effect on reinstatement shall be as defined in the Surrender Charge
provision based on the original Policy Date and duration.

9364                               Page 10
<PAGE>
 
DEATH BENEFIT

Death Benefit - If the Survivor of the Insureds dies while this policy is in
force, we will pay the Death Benefit upon receipt of due proof of the death of
both Insureds. No Death Benefit is paid on the death of the first Insured to
die. The Death Benefit is also subject to all other terms and conditions of this
policy.

The Death Benefit provided by this policy depends on the Death Benefit Option in
effect on the date of death. The Death Benefit Option for this policy is shown
on Page 3.

Option I - Under Option I, the Death Benefit shall be the greater of:

(1)  The Specified Amount; or

(2)  The Accumulation Value on the date of death multiplied by the corridor
     percentage.

Option II - Under Option II, the Death Benefit shall be equal to the Specified
Amount plus the Accumulation Value on the date of death. However. the Death
Benefit can never be less than the Accumulation Value on the date of death
multiplied by the corridor percentage.

The corridor percentage varies by policy duration and is indicated in the
Corridor Percentage Table as shown on Page 3B.

Changes in Existing Coverage - The Initial Specified Amount is shown on Page 3.
At any time after the first policy anniversary, you may, by written request,
increase or decrease the Specified Amount. Any change is subject to the
following conditions:

(1)  Any decrease will become effective on the monthly anniversary day that
     coincides with or next follows our receipt of the request. At least twelve
     months must elapse between decreases. Any such decrease will be deducted in
     the following order:

     (a)  from the most recent Specified Amount increase, if any;

     (b)  successively from the next most recent Specified Amount increase, if 
          any;

     (c)  from the Initial Specified Amount.

(2)  Any request for an increase must be applied for on a supplemental
     application and shall be subject to evidence satisfactory to us that both
     Insureds are living and insurable. At least twelve months must elapse
     between requested increases.

(3)  Any change approved by us will become effective on the effective date
     shown in the Supplemental Policy Data Page, subject to deduction of the
     first month's cost of insurance from the Accumulation Value of this policy.

(4)  The minimum Specified Amount, after a change, which must be in effect at
     any time is $1,000,000.

(5)  Any increase or decrease in the Specified Amount must be for at least
     $500,000.

(6)  You may request in writing to change the Death Benefit Option. if your
     request is to change from Option I to Option II, the Specified Amount will
     be decreased by the amount of the Accumulation Value. Evidence of
     insurability satisfactory to us will be required on a change from Option I
     to Option II. If the request is to change from Option II to Option I, the
     Specified Amount will be increased by the amount of Accumulation Value. The
     effective date of change shall be the monthly anniversary day that
     coincides with or next follows the day the request for change is received.

POLICY VALUES

Accumulation Value - The Accumulation Value of the policy is equal to the total
of the policy's Accumulation Value in the General Account and the policy's
Accumulation Value in divisions of Separate Account C.

9365                               Page 11
<PAGE>
 
POLICY VALUES (CONTINUED)

General Account Accumulation Value - The Accumulation Value in the General 
Account on the Policy Date is equal to the portion of the net premium which has
been paid and allocated to the General Account, less the portion of the first
monthly deduction allocated to the General Account.

On each monthly anniversary day, the Accumulation Value in the General Account
is equal to (1) plus (2) plus (3) plus (4) minus (5) minus (6) minus (7) where:

(1)  is the Accumulation Value in the General Account on the preceding monthly
     anniversary day.

(2)  is one month's interest on item (1).

(3)  is any net premium received since the preceding monthly anniversary day
     plus interest from the date the net premium is received to the monthly
     anniversary day.

(4)  is the sum of all Accumulation Values transferred to the General Account
     from a division of Separate Account C since the preceding monthly
     anniversary day and interest from the date the Accumulation Value is
     transferred to the monthly anniversary day.

(5)  is the sum of all Accumulation Values transferred from the General
     Account to a division of Separate Account C since the preceding monthly
     anniversary day and interest from the date the Accumulation Value is
     transferred to the monthly anniversary day.

(6)  is all withdrawals from the General Account since the preceding monthly
     anniversary day plus interest from the date of the withdrawal to the 
     monthly anniversary day.

(7)  is the portion of the monthly deduction allocated to the Accumulation
     Value in the General Account to cover the policy month following the 
     monthly anniversary day.

On any date other than a monthly anniversary day, the Accumulation Value will be
calculated on a consistent basis.

General Account Interest Rate - The policy's Accumulation Value in the General
Account will earn interest daily at a minimum guaranteed effective annual rate
of 4%. Interest in excess of the guaranteed rate may be applied in the
calculation of the Accumulation Value at such increased rates as we may
determine. The policy's Accumulation Value held in the General Account for
policy loan collateral will earn interest daily at the lesser of an effective
annual rate of 5% or the interest rate currently credited.

Separate Account Accumulation Values - The Accumulation Value in each division
on the Policy Date is equal to the portion of the net premium which has been
paid and allocated to that division, less the portion of the first monthly
deduction allocated to the policy's Accumulation Value in that division.

At the end of each valuation period after the Policy Date, the policy's
Accumulation Value in a division is equal to (1) plus (2) plus (3) minus (4)
minus (5) where:

(1)  is the Accumulation Value in the division on the preceding valuation date
     multiplied by the Net Investment Factor for the current valuation period.

(2)  is any net premium received during the current valuation period which is
     allocated to the division.

(3)  is all Accumulation Values transferred to the division from another
     division or the General Account during the current valuation period.

(4)  is all Accumulation Values transferred from the division to another
     division or the General Account and Accumulation Values transferred to
     secure a policy debt during the current valuation period.

(5)  is all withdrawals from the division during the current valuation period.

In addition, whenever a valuation period includes the monthly anniversary day,
the Accumulation Value at the end of such period is reduced by the portion of
the monthly deduction allocated to the division.

9365                               Page 12
<PAGE>
 
POLICY VALUES (CONTINUED)

Net Investment Factor - The Net Investment Factor measures the investment
performance of a division during a valuation period. The Net Investment Factor
for each division for a valuation period is calculated as (1) divided by (2),
minus (3) where:

(1)  is (a) the value of the assets in the division at the end of the preceding 
     valuation period, plus (b) the investment income and capital gains,
     realized or unrealized, credited to the assets in the valuation period for
     which the Net Investment Factor is being determined, minus (c) the capital
     losses, realized or unrealized, charged against those assets during the
     valuation period, minus (d) any amount charged against each division for
     taxes, or any amount we set aside during the valuation period as a reserve
     for taxes attributable to the operation or maintenance of each division.

(2)  is the value of the assets in the division at the end of the preceding
     valuation period.

(3)  is a charge not to exceed .00178083% for each day in the valuation
     period. This corresponds to .65% per year for mortality and expense risks.

Monthly Deduction - The monthly deduction for a policy month shall be equal to
the cost of insurance (as described below) and the cost of additional benefits
provided by rider for the policy month.

The monthly deduction for a policy month will be allocated among the General
Account and the divisions of Separate Account C in the same proportion that the
Accumulation Value in the General Account less any debt and the Accumulation
Value in each division bears to the total Accumulation Value of the policy, less
any debt, at the beginning of the policy month.

Cost of Insurance - The cost of insurance for the Insureds is determined on
a monthly basis. The cost of insurance is determined separately for the Initial
Specified Amount and each subsequent increase in Specified Amount. The cost of
insurance is calculated as (1), multiplied by the result of (2) minus (3),
where:

(1)  is the cost of insurance rate as described in the Cost of insurance Rates
     provision.

(2)  is the Death Benefit at the beginning of the policy month, divided by
     1.00327374.

(3)  is the Accumulation Value at the beginning of the policy month, prior to
     the monthly deduction for the cost of insurance.

If the Death Benefit Option is Option I and there have been increases in the
Specified Amount then the Accumulation Value shall be first considered a part of
the Initial Specified Amount.  If the Accumulation Value exceeds the Initial
Specified Amount, it shall then be considered a part of the additional Specified
Amounts resulting  from increases  in the order of such increases.

Cost of Insurance Rates - The monthly cost of insurance rate is based on the
policy year and the sex and rating classes of the Insureds. Monthly cost of
insurance rates will be determined by us based upon expectations as to future
mortality experience. Any changes in cost of insurance rates will apply to all
individuals of the same classes as the Insureds. The rating classes will be
determined separately for the Initial Specified Amount and for any increase in
Specified Amount that requires evidence of insurability. We will consider
changes in the cost of insurance rates at least every five years and when cost
of insurance rates for new issues change. However, the cost of insurance rates
can never be greater than those shown in the Table of Monthly Guaranteed Cost of
Insurance Rates on Page 4.

Such guaranteed maximum rates are based on the 1980 CSO Male/ Female Mortality
Tables with appropriate increases for rated risks.

9366                               Page 13
<PAGE>
 
POLICY VALUES (CONTINUED)

Cost of Insurance Discounts - There will be a non-guaranteed cost of insurance
discount that will be calculated at the beginning of each policy year. The
discount will be a monthly amount that is subtracted from the monthly cost of
insurance charge that is normally calculated. This discount may be suspended at
any time. You will be notified if the discount is suspended. The discount is
calculated as (1) multiplied by the result of (2) minus 13) minus 14), but not
less than zero, where:

(1) is a factor that varies by Specified Amount as follows:

<TABLE>
<CAPTION>
                Specified Amount                       Factor
                <S>                                   <C>
                Under $5 Million                      .0001250
                $5 Million - $9.999 Million           .0002500
                $10 Million - $14.999 Million         .0003750
                Over $15 Million                      .0004583
</TABLE>

(2) is the Accumulation Value at the beginning of the policy year.

(3) is the Guideline Single Premium at issue, under Section 7702 of the Internal
    Revenue Code, increased on a pro-rata basis for any increase in Specified
    Amount.

(4) is the outstanding Type A loan balance at the beginning of the policy year.

The discount will be allocated among the General Account and divisions of
Separate Account C using the same percentages used to allocate net premiums.

Cash Value - The Cash Value is equal to the Accumulation Value less a Surrender
Charge.

Continuation of Insurance - In the event Planned Periodic Premium payments are
not continued or if there are changes of Death Benefit Options, mortality
deduction, deductions for additional benefit riders, withdrawals, or policy
loans, as well as varying investment results, insurance coverage under this
policy and any benefits provided by rider will be continued until the Cash
Value, less any debt, is insufficient to cover the monthly deduction, as
provided in the Grace Period provision. This provision shall not continue the
policy beyond the Maturity Date nor continue any rider beyond the date of its
termination, as provided in the rider. If the Cash Value is sufficient to
continue this policy to the Maturity Date, then any remaining Cash Value will be
paid to you if either Insured is then living.

Insufficient Cash Value - If the Cash Value less any debt on a monthly
anniversary day is insufficient to cover the monthly deduction for the month
following such monthly anniversary day, the policy shall terminate as provided
in the Grace Period provision. Any deduction for the cost of insurance after
termination' of insurance shall not be considered a reinstatement of the policy
nor a waiver by us of the termination. Any such deduction shall be credited to
the Cash Value as of the date of the deduction.

Withdrawal of Cash Value (Withdrawal) - Upon written request you may make a
withdrawal from this policy. Any withdrawal is subject to the following
conditions:

(1) The amount withdrawn may not exceed the Cash

(2) The minimum amount that may be withdrawn is $5000.

(3) A charge equal to $100 will be deducted from the amount of each withdrawal.

(4) The Accumulation Value will be reduced by the sum of the withdrawal and a
    pro-rata portion of the Surrender Charge in effect on the date of the
    withdrawal. The remaining Accumulation Value and schedule of surrender
    charges will be determined by multiplying each of these values by a
    numerical factor. This numerical factor is equal to

                **           Amount of Withdrawal           **
             1- *  ----------------------------------------  *
                ** Cash Value Immediately Before Withdrawal **

(5) The Death Benefit will be reduced by an amount equal to the reduction in
    the Accumulation Value. This will result in a reduction of the Specified
    Amount if the Death Benefit is Option I by an amount equal to the reduction
    in the Accumulation Value. The Specified Amount remaining in force after any
    withdrawal must be at least $500.000.

You may allocate the withdrawal among the General Account and the divisions of
Separate Account C. If you do not specify the allocation, then the withdrawal
will be allocated among the General Account and the divisions of Separate
Account C in the same proportion that the Accumulation Value in the General
Account, less any debt, and the Accumulation Value in each division bears to the
total Accumulation Value of the policy, less any debt, on the date of the
withdrawal.

9366                               Page 14
<PAGE>
 
Surrender - Upon written request you may surrender this policy at any time
during the lifetime of either Insured and before the Maturity Date. The amount
payable on surrender of this policy shall be the Surrender Value. If this policy
is surrendered, all insurance in force under this policy shall terminate on the
monthly anniversary day next following our receipt of the surrender request.

If surrender is requested under this section within 30 days after a policy
anniversary, the Cash Value shall not be less than the Cash Value on that
anniversary, less any policy loans or withdrawals made on or after such
anniversary.

Surrender Charge - The Surrender Charge is calculated by multiplying the
surrender factor by the total premiums paid in the first policy year.

The surrender factor will vary by policy year according to the table shown on 
Page 3A.

Basis of Computations - Minimum Cash Values and Reserves in the General Account
are based on the 1980 CSO Male/Female Mortality Tables with interest at 40/0 per
year.

The method used in computing Cash Values and Reserves in Separate Account C is
in accordance with actuarial procedures that recognize the variable nature of
Separate Account C. The method used is such that if the Net Investment Factor,
less one, for all divisions of Separate Account C, at all times from the Policy
Date, is equal to an effective annual interest rate of 4%, then the Cash Values
and Reserves in Separate Account C will be at least equal to the minimum Cash
Values and Reserves, which would have been required by the law of the state in
which this policy is delivered, of an equivalent policy in which all net
premiums have been allocated to the General Account.

Minimum Values - All values under this policy are not less than the values
required by the state in which this policy was delivered. A detailed statement
of the method of computation of Cash Values under this policy has been filed
with the insurance department of the state in which this policy was delivered.

SEPARATE ACCOUNT PROVISIONS

Separate Account - The variable benefits under this policy are provided through
investments in Separate Account C. We established Separate Account C as a
separate investment account to support variable life insurance contracts. We
will not allocate assets to Separate Account C to support the operation of any
contracts or policies that are not variable life insurance.

The assets of Separate Account C are owned by us. However. these assets are not
part of our General Account. Income, gains and losses, whether or not realized,
from assets allocated to Separate Account C will be credited to or charged
against the account without regard to our other income, gains or losses.

Assets equal to the reserves and other liabilities of Separate Account C will
not be charged with liabilities that arise from any other business we may
conduct. Such assets shall not be available to general creditors of ours in the
event of our insolvency to the full extent permitted by applicable law. We shall
have the right to transfer to our General Account any assets of Separate Account
C which are in excess of such reserves and other policy liabilities.

Separate Account C is registered with the Securities and Exchange Commission as
a unit investment trust under the Investment Company Act of 1940. Separate
Account C is also subject to the laws of the State of New Hampshire which
regulate the operations of insurance companies incorporated in New Hampshire.
The investment policy of Separate Account C will not be changed without the
approval of the insurance Commissioner of New Hampshire.   The approval process
is on file with the Insurance Commissioner of the state in which this policy was
delivered.

9367                               Page 15
<PAGE>
 
SEPARATE ACCOUNT PROVISIONS (CONTINUED)

Divisions - Separate Account C has several divisions. Each division will buy
shares of a separate series of Chubb Series Trust. Each series represents a
separate investment portfolio of Chubb Series Trust. All divisions of Separate
Account C are shown on page 3. You will determine the percentage of net premiums
which will be allocated to each division.

Income, gains and losses, whether or not realized, from the assets of Separate
Account C are credited to or charged against that division without regard to
income, gains or losses in other divisions of Separate Account C or in the
General Account.

We will value the assets of each division of Separate Account C at the end of
each valuation period. A valuation period is the period between two successive
valuation dates. A valuation date is each day that the New York Stock Exchange
is open for business or any other day in which there is material change in the
value of the assets in Separate Account C.

Transfers - You may transfer amounts between the General Account and the
divisions of Separate Account C by sending a written request to us.  The total
amount transferred must be at least $1,000.  No amounts under $1,000 may be
transferred out of any division of Separate Account C or the General Account
unless such lesser amount constitutes the entire balance.  A transfer charge
equal to $100 will be imposed each time amounts are transferred, except with
respect to policy loans. The transfer charge will be deducted from the amount
that is transferred. We will make transfers so that the Accumulation Value on
the date of transfer will not be affected by the transfer except to the extent
of the transfer charge. We may revoke or modify the transfer privilege at any
time, including the minimum amount transferable and the transfer charge.

As long as any portion of the policy's Accumulation Value is allocated to a
division of Separate Account C, the policy's Accumulation Value and Cash Value
will reflect the investment performance of the chosen division(s) of Separate
Account C. The Death Benefit may also reflect the performance of the chosen
division(s) of Separate Account C.

At any time, you may transfer 100% of the policy's Accumulation Value to the
General Account. While 100% of the policy's Accumulation Value is allocated to
the General Account, minimum benefits for the policy will be fixed and
guaranteed.

No transfer charge will be imposed for a transfer of all Accumulation Value in
Separate Account C to the General Account. However, any transfer from the
General Account to the division(s) of Separate Account C will be subject to the
transfer charge.

Addition, Deletion, or Substitution of Investments - We reserve the right,
subject to compliance with applicable law, to make additions to, deletions from,
or substitutions for the shares of a series that are held by Separate Account C
or that Separate Account C may purchase. We reserve the right to eliminate the
shares of any series of Chubb Series Trust and to substitute shares of another
series of Chubb Series Trust or of another open-end, registered investment
company, if the shares or series are no longer available for investment or if in
our judgement, further investment in any eligible series should become
inappropriate in view of the purposes of the policy. We will not substitute any
shares attributable to your interest in a division of Separate Account C without
notice to you and prior approval of the Securities and Exchange Commission, to
the extent required by the Investment Company Act of 1940. This shall not
prevent Separate Account C from purchasing other securities for other series or
classes of policies, or from permitting conversion between series or classes of
policies or contracts on the basis of requests made by policyowners.

We reserve the right to establish additional divisions of Separate Account C,
each of which would invest in a new series of Chubb Series Trust or in shares of
another open-end, registered investment company. We also reserve the right to
eliminate existing divisions of Separate Account C.

If we consider it to be in the best interest of persons having voting privileges
under the policies. Separate Account C may be operated as a management company
under the Investment Company Act of 1940; or it may be deregistered under that
Act in the event registration is no longer required or it may be combined with
other separate accounts.

9367                               Page 16
<PAGE>
 
POLICY LOANS

Policy Loans - After the first policy anniversary, a loan will be granted upon
the sole security of the portion of the Cash Value required to repay the loan.
The maximum loan amount is 90% of this policy's Cash Value on the date of loan.
Any prior debts to us against this policy will be deducted from the amount
available for loan.

You may allocate the policy loan among the General Account and the divisions of
Separate Account C. If you do not specify the allocation, then the policy loan
will be allocated among the General Account and the divisions of Separate
Account C in the same proportion that the Accumulation Value in the General
Account, less any debt, and the Accumulation Value in each division bears to the
total Accumulation Value of the policy, less any debt, on the date of the policy
loan. Accumulation Value in each division equal to the policy loan allocated to
each division will be transferred to the General Account and reduce the
Accumulation Value in that division. If loan interest is not paid when due, an
amount of Accumulation Value equal to the loan interest will also be
transferred.

If the policy debt exceeds the policy's Accumulation Value in the General
Account, we will transfer Accumulation Value equal to the excess debt from the
divisions of Separate Account C to the General Account as security for the
excess debt. The amount transferred will be allocated among the divisions in the
same proportion that the Accumulation Value in each division bears to the
policy's total Accumulation Value in all divisions of Separate Account C.

Types of Policy Loans (Type A and Type B) - There are two (2) types of policy
loans which we will grant to you- Type A and Type B. The type of loan which we
will grant depends upon the amount of unloaned Type A balance available at the
time the loan is taken. The unloaned Type A balance is the Cash Value, less the
threshold, and less the sum of any outstanding Type A loans as defined below.
The threshold is the Guideline Single Premium for this policy at issue as
defined in Section 7702 of the Internal Revenue Code of 1986 entitled "Life
Insurance Contract Defined". If the Specified Amount increases, the threshold
will be increased to the threshold at issue times the ratio of the largest
Specified Amount ever existing on the policy to the Initial Specified Amount. If
the Specified Amount decreases, the threshold will not change.

A Type A loan is a policy loan granted by us when the unloaned Type A balance
before the loan is taken exceeds the loan requested.

A Type B loan is a policy loan granted by us when the unloaned Type A balance
before the loan is taken is less than or equal to zero.

When the unloaned Type A balance before the loan is taken exceeds zero, but is
less than the loan requested, a Type A loan equal to the unloaned Type A balance
will be granted by us. The remainder of the requested loan will be a Type B
loan.

We will grant a Type A loan first before a Type B loan. Once a policy loan is
granted, it remains a Type A or a Type B until it is repaid.

Policy Loan Interest - The interest charged by us on a policy loan depends upon
the type of loan granted.

On a Type A loan we will charge interest at an effective annual rate of 6.0%.

On a Type B loan we will charge interest at an effective annual rate of 6.85%.

Interest accrues on a daily basis from the date of the loan and is compounded
annually. Interest unpaid on a loan anniversary is added to and becomes part of
the loan principal and bears interest on the same rate.

Policy Loan Repayment - Any debt may be repaid, in whole or in part, at any time
while this policy is in force. Repayments will be used to reduce policy loans
until fully paid in the following order:

(1)  Any or all Type B loans; then

(2)  Any or all Type A loans.

When a loan repayment is made, Accumulation Value securing the debt in the
General Account equal to the loan repayment will be allocated among the General
Account and divisions of Separate Account C using the same percentages used to
allocate net premiums.

If the total debt equals or exceeds the Cash Value at any time, this policy will
terminate. The policy will not terminate until 31 days after notice has been
mailed to you and to the assignee, if any, at the address last reported to us.

9368                               Page 17
<PAGE>
 
PAYMENT OPTIONS

Election of an Option - Any proceeds to be paid under this policy may be paid as
an income under any one of the options stated below. The election of an option
or change of prior election must be made in writing to us at our Home Office. If
an option is not chosen by you prior to the death of the surviving Insured, the
primary Beneficiary may make such election.

Unless we agree otherwise, any such payments will be made only to a natural
person taking in his own right. An option may be elected only if the amount of
the proceeds is $2,000 or more. We may change the interval of payments to 3.6,
or 12 months, if necessary to increase the guaranteed payments to at least
$20.00 each.

Option A - Installments of a Specified Amount - Payments of an agreed amount to
be made each month until the proceeds and interest are exhausted.

Option B - Installments for a Specified Period - Payments to be made each month 
for an agreed number of years.

Option C - Life Income - Payments to be made each month for the lifetime of the
Payee. It is guaranteed that payments will be made for a minimum of 10, 15, or
20 years as agreed upon.

Option D - Interest - Payment of interest on the proceeds held by us. The amount
of interest payment is calculated at the compound rate of 3% per year. Interest
payments will be made in 12-, 6-, 3-, or 1-month intervals as agreed upon.

Supplementary Contract - When the proceeds of this policy become payable, a
supplementary contract setting forth the terms of the option chosen will be
issued to the Payee. The first payment under Option A, B, or C shall be payable
on the effective date of such option. The first payment under Option D shall be
payable at the end of the first agreed payment interval.

Interest - The interest rate for Options A, B, and D will not be less than 3%
per year. The interest rate for Option C will not be less than 2 1/2% per year.
Interest in addition to that stated may be paid or credited from time to time
under any option but only at our sole discretion.

Withdrawal Value - Unless otherwise stated in the election of an option, the
Payee shall have the right to receive the Withdrawal Value under that option.

For Options A and D the Withdrawal Value shall be any unpaid balance of proceeds
plus interest.

For Option B the Withdrawal Value shall be the commuted value of the remaining
payments. Such value will be calculated on the same basis as the original
payments.

For Option C the Withdrawal Value shall be the commuted value of the remaining
payments. Such value will be calculated on the same basis as the original
payments. To receive this value, the Payee must submit evidence of insurability.
Such evidence must be satisfactory to us. Otherwise, the Withdrawal Value shall
be the commuted value of any remaining guaranteed payments. In this event the
payments will be resumed at the end of the guaranteed period if the Payee should
be alive on that date. The payments will then continue for the lifetime of the
Payee.

Under any of these options. the Payee shall have the right to receive the
Withdrawal Value in partial amounts. However, the partial amounts shall not be
less than the smaller of the Withdrawal Value or $100.

Death of Payee - If the Payee dies before the proceeds are exhausted or the
prescribed payments made, a final payment will be made in one sum to the estate
of the last surviving Payee. The amount to be paid will be calculated as
described for the applicable option in the Withdrawal Value provision.

Limitation on Rights of Payee and Claims of Creditors - Neither the amount
retained under an option nor any payment made under an option can be assigned or
pledged. To the extent permitted by law such amounts or payments shall not be
subject to claims of creditors or legal process.

9368                               Page 18
<PAGE>
 
                               SETTLEMENT OPTIONS
               TABLES OF MONTHLY INSTALLMENTS UNDER OPTION B OR C

Monthly installments are shown for each $1,000 of net proceeds applied. The ages
shown are ages nearest birthday when the first monthly installment is payable.

                                 OPTION B TABLE
                      INSTALLMENTS FOR A SPECIFIED PERIOD
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Years     Monthly       Years       Monthly       Years     Monthly      Years     Monthly      Years     Monthly
        Installment               Installment             Installment            Installment            Installment
- -------------------------------------------------------------------------------------------------------------------
<S>     <C>             <C>       <C>             <C>     <C>            <C>     <C>            <C>     <C>
  1        $84.47         7          $13.16        13        $7.71        19        $5.73        25        $4.71
  2         42.86         8           11.68        14         7.26        20         5.51        26         4.59
  3         28.99         9           10.53        15         6.87        21         5.32        27         4.48
  4         22.05         10           9.61        16         6.53        22         5.15        28         4.37
  5         17.91         11           8.86        17         6.23        23         4.99        29         4.27
  6         15.14         12           8.24        18         5.96        24         4.84        30         4.18
Multiply the monthly installment by 11.84 for annual, by 5.96 for semi-annual or by 2.99 for quarterly installments.
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE> 
<CAPTION> 
- ------------------------------------------------------------------------------------------------
                                 OPTION C TABLE
                                  LIFE INCOME
- ------------------------------------------------------------------------------------------------
  Attained                                          Attained
Age of Payee          MONTHLY INSTALLMENTS        Age of Payee         MONTHLY INSTALLMENTS
- ------------------------------------------------------------------------------------------------
                           GUARANTEED                                       GUARANTEED
Male    Female   10 Years   15 Years   20 Years   Male   Female   10 Years   15 Years   20 Years 
- ------------------------------------------------------------------------------------------------
<S>     <C>      <C>        <C>        <C>       <C>     <C>      <C>        <C>        <C> 
16 or   21 or
Under   Under     $2.83       $2.82     $2.81      51      56       $4.60      $4.44     $4.24
 17      22        2.85        2.84      2.84      52      57        4.69       4.52      4.30
 18      23        2.88        2.87      2.86      53      58        4.79       4.60      4.36
 19      24        2.90        2.89      2.88      54      59        4.90       4.69      4.41
 20      25        2.93        2.92      2.91      55      60        5.01       4.77      4.47
 21      26        2.95        2.95      2.93      56      61        5.12       4.86      4.53
 22      27        2.98        2.97      2.96      57      62        5.23       4.94      4.59
 23      28        3.01        3.00      2.99      58      63        5.35       5.03      4.64
 24      29        3.04        3.03      3.02      59      64        5.48       5.12      4.70
 25      30        3.08        3.07      3.05      60      65        5.61       5.21      4.75

 26      31        3.11        3.10      3.08      61      56        5.74       5.30      4.80
 27      32        3.14        3.13      3.11      62      67        5.87       5.39      4.85
 28      33        3.18        3.17      3.15      63      68        6.01       5.48      4.90
 29      34        3.22        3.20      3.18      64      69        6.16       5.56      4.94
 30      35        3.26        3.24      3.22      65      70        6.30       5.65      4.98
 31      36        3.30        3.28      3.25      66      71        6.45       5.73      5.02
 32      37        3.34        3.32      3.29      67      72        6.60       5.82      5.05
 33      38        3.39        3.36      3.33      68      73        6.76       5.90      5.09
 34      39        3.43        3.41      3.37      69      74        6.91       5.97      5.12
 35      40        3.48        3.45      3.41      70      75        7.07       6.05      5.14

 36      41        3.53        3.50      3.45      71      76        7.23       6.12      5.17
 37      42        3.59        3.55      3.50      72      77        7.38       6.18      5.19
 38      43        3.64        3.60      3.54      73      78        7.54       6.24      5.20
 39      44        3.70        3.65      3.59      74      79        7.69       6.30      5.22
 40      45        3.76        3.71      3.64      75      80        7.84       6.35      5.23
 41      46        3.82        3.77      3.69      76      81        7.98       6.39      5.24
 42      47        3.88        3.82      3.74      77      82        8.13       6.43      5.25
 43      48        3.95        3.88      3.79      78      83        8.26       6.47      5.26
 44      49        4.02        3.95      3.84      79      84        8.39       6.50      5.26
 45      50        4.09        4.01      3.90    80 or    85 or      8.51       6.53      5.27
 46      51        4.17        4.08      3.95     Over     Over
 47      52        4.25        4.15      4.01
 48      53        4.33        4.22      4.07
 49      54        4.42        4.29      4.12
 50      55        4.50        4.37      4.18
</TABLE> 

Multiply the monthly installment by 11.80 for annual, by 5.93 for semi-annual or
by 2.98 for quarterly installments.

9369                               Page 19
<PAGE>
 
ENDORSEMENTS:





                            JOINT AND LAST SURVIVOR
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
              Adjustable Death Benefit Payable On The Death Of The
                           Survivor Of The Insureds.
  Premium Payments May be Made At Any Time And, Within Limits. In Any Amount.
             The Specified Amount May Be Increased Or Decreased And
                      Death Benefit Option May Be Changed.
     The Maturity Date May Be Changed Subject To Limitations In The Policy.
               Surrender Value, If Any, Payable On Maturity Date.
              Additional Benefits, If Any, As Indicated On Page 3.
                   Some Benefits Reflect Investment Results.
                       Non-participating - No Dividends.

9369

<PAGE>
 
                                                               Exhibit 1(e)(iii)

                                FORM OF RIDERS
<PAGE>
 
[LOGO OF CHUBB LIFE AMERICA APPEARS HERE]
- --------------------------------------------------------------------------------
Chubb Life Insurance Company of America
One Granite Place, P.O. Box 515, Concord, New Hampshire 03302   (603) 226-5000


                        GUARANTEED DEATH BENEFIT RIDER


Effective Date -

This Rider is part of the policy to which it is attached. It takes effect on the
Policy Date of the policy unless a later effective date is shown above. In this
rider, "we", "us", or "our" means the Chubb Life Insurance Company of America;
"you" means the Owner of the policy; and "insured" means the person named on
Page 3 of the policy.

Consideration - In return for the payment of the monthly deductions and receipt
of any application for this rider, we will provide the benefit described in this
rider.

Benefit - We guarantee that the death benefit of the policy will be no less than
the Specified Amount, regardless of the investment experience of the divisions
within the Separate Account, provided that the cumulative minimum premium
requirements have been satisfied.

This Rider has no loan value and no surrender value.

Cumulative Minimum Premium Requirement - On each monthly anniversary day, we
will determine if the cumulative minimum premium requirement for this rider has
been met.   The cumulative minimum premium requirement is met provided that (a)
is greater than or equal to (b), where:

(a) is the sum of all previous premium payments under the policy less any policy
    loans or withdrawals; and

(b) is the minimum premium, as shown on Page 3 of the policy, divided by twelve,
    multiplied by the number of completed policy months.

If this requirement has been met, the policy is guaranteed to remain in force
during the next policy

month. If this requirement is not met, we will notify you of the premium
payments required in order to continue benefits under this rider. A grace period
of 61 days will be provided. If the necessary premiums are not received during
this grace period, this rider will terminate without value.

Any increase in the Specified Amount will require an increase in the minimum
premium. The cumulative minimum premium requirement will be the sum of the
minimum  premium  requirements  for the  Initial Specified Amount and each
respective increase to the Specified Amount.  The portion of the minimum premium
associated with any increase in the Specified Amount will be based on the
attained age of the Insured as of the date of increase.

Monthly Deduction - The monthly deduction for this rider will be (a), multiplied
by (b), divided by $1,000, where:

(a) is the Specified Amount of the policy; and

(b) is $0.01.

Termination - This Rider will cease as soon as one of the following occurs:

(1) The cumulative minimum premium requirement remains unsatisfied at the end of
    the Grace Period.

(2) The policy is surrendered, exchanged, or lapsed.

(3) The Maturity Date of the policy is attained.

(4) We receive a proper written request to terminate this rider.


         [SIGNATURE APPEARS HERE]           [SIGNATURE APPEARS HERE]
                        President                          Secretary
P94-64  
<PAGE>
 
[LOGO OF CHUBB LIFE AMERICA APPEARS HERE]
- --------------------------------------------------------------------------------
Chubb Life Insurance Company of America
One Granite Place, P.O. Box 515, Concord, New Hampshire 03302   (603) 226-5000


                            JOINT AND LAST SURVIVOR
                        GUARANTEED DEATH BENEFIT RIDER


Effective Date -

This Rider is part of the policy to which it is attached. It takes effect on the
Policy Date of the policy unless a later effective date is shown above. In this
rider, "we", "us", or "our" means the Chubb Life Insurance Company of America;
"you" means the Owner of the policy; and "Insureds" means the persons named on
Page 3 of the policy.

Consideration - In return for the payment of the monthly deductions and receipt
of any application for this rider, we will provide the benefit described in this
rider.

Benefit - We guarantee that the death benefit of the policy will be no less than
the Specified Amount, regardless of the investment experience of the divisions
within the Separate Account, provided that the cumulative minimum premium
requirements have been satisfied.

This Rider has no loan value and no surrender value.

Cumulative Minimum Premium Requirement - On each monthly anniversary day, we
will determine if the cumulative minimum premium requirement for this rider has
been met.   The cumulative minimum premium requirement is met provided that (a)
is greater than or equal to (b), where:

(a) is the sum of all previous premium payments under the policy less any policy
    loans or withdrawals; and

(b) is the minimum premium, as shown on Page 3 of the policy, divided by twelve,
    multiplied by the number of completed policy months.

If this requirement has been met, the policy is guaranteed to remain in force
during the next policy

month. If this requirement is not met, we will notify you of the premium
payments required in order to continue benefits under this rider. A grace period
of 61 days will be provided. If the necessary premiums are not received during
this grace period, this rider will terminate without value.

Any increase in the Specified Amount will require an increase in the minimum
premium. The cumulative minimum premium requirement will be the sum of the
minimum  premium  requirements  for the  Initial Specified Amount and each
respective increase to the Specified Amount.  The portion of the minimum premium
associated with any increase in the Specified Amount will be based on the
attained joint equal age of the Insureds as of the date of increase.

Monthly Deduction - The monthly deduction for this rider will be (a), multiplied
by (b), divided by $1,000, where:

(a) is the Specified Amount of the policy; and

(b) is $0.01.

Termination - This Rider will cease as soon as one of the following occurs:

(1) The cumulative minimum premium requirement remains unsatisfied at the end of
    the Grace Period.

(2) The policy is surrendered, exchanged, or lapsed.

(3) The Maturity Date of the policy is attained.

(4) We receive a proper written request to terminate this rider.


        [SIGNATURE APPEARS HERE]      [SIGNATURE APPEARS HERE]
                       President                     Secretary

P94-65
<PAGE>
 
[LOGO OF CHUBB LIFE AMERICA APPEARS HERE]
- --------------------------------------------------------------------------------
Chubb Life Insurance Company of America
One Granite Place. P.O. Box 515, Concord, New Hampshire 03302  (603) 226-5000


                            AUTOMATIC INCREASE RIDER

Effective Date -

This Rider is part of the policy to which it is attached. It takes effect on the
Policy Date of the policy unless a later effective date is shown above. In this
rider, "we", "us", or "our" means Chubb Life Insurance Company of America; "you"
means the Owner of the policy; and "Insured" means the person named on Page 3 of
the policy.

Consideration - In return for the payment of the monthly deductions and receipt
of any application for this rider, we will provide the benefit described in this
rider.

Benefit - We will increase the Specified Amount of the policy on the first day
of each new policy year by an amount equal to a percentage of the Specified
Amount for the past policy year.

Increase Percentage Factor - The increase percentage factor has been selected by
you and is shown on Page 3 of the policy.

Expiry Date - The Expiry Date of this rider is shown on Page 3.

Monthly Deduction - The monthly deduction for this rider will be (a), multiplied
by (b), divided by $1,000, where:

   (a) is the monthly rate for this rider, based on the age at issue. shown on
       Page 3 of the policy; and
   (b) is the policy's Specified Amount.

Maximum Amount of Increase - The maximum amount of all increases from the
operation of this rider will be equal to the smaller of (a) or (b), where:

   (a) is three (3) times the sum of the Initial Specified Amount of the policy;
       and

   (b) is $10,000,000.

Termination - This Rider will cease as soon as one of the following occurs:

(1) The monthly deduction for this rider remains unpaid at the end of the Grace
    Period.

(2) The policy is surrendered, exchanged, or lapsed.

(3) The maturity date of the policy is attained.

(4) We receive a proper written request to terminate this Rider.

(5) The amount of any increase in the Specified Amount of the policy as a result
    of the operation of this rider is less than $10,000.

(6) The maximum amount of increases permitted under this rider has been
    attained.

(7)  The Expiry Date for this Rider shown on Page 3 is attained.


         [SIGNATURE APPEARS HERE]            [SIGNATURE APPEARS HERE]
                        President                           Secretary
P94-59  
<PAGE>
 
[LOGO OF CHUBB LIFE AMERICA APPEARS HERE]
- --------------------------------------------------------------------------------
Chubb Life Insurance Company of America
One Granite Place, P.O. Box 515, Concord, New Hampshire 03302   (603) 226-5000

                            JOINT AND LAST SURVIVOR
                           AUTOMATIC INCREASE RIDER

Effective Date -

This Rider is part of the policy to which it is attached. It takes effect on the
Policy Date of the policy unless a later effective date is shown above. In this
rider, "we", "us", or "our" means Chubb Life Insurance Company of America;
"you" means the Owner of the policy; and "Insureds" means the persons named on
Page 3 of the policy.

Consideration - In return for the payment of the monthly deductions and receipt
of any application for this rider, we will provide the benefit described in this
rider.

Benefit - We will increase the Specified Amount of the policy on the first day
of each new policy year by an amount equal to a percentage of the Specified
Amount for the past policy year.

Increase Percentage Factor - The increase percentage
factor has been selected by you and is shown on Page 3 of the policy.

Expiry Date - The Expire Date of this rider is shown on Page 3.

Monthly Deduction - The monthly deduction for this
rider will be (a), multiplied by (b), divided by $1,000, where:

(a) is the monthly rate for this rider, based on the joint equal age at issue
    shown on Page 3 of the policy; and
(b) is the policy's Specified Amount.

Maximum Amount of Increase- The maximum amount
of all increases from the operation of this rider will be equal to the smaller
of (a) or (b), where:

   (a) is three (3) times the sum of the Initial Specified Amount of the policy;
       and

   (b) is $10,000,000.

Termination - This Rider will cease as soon as one of the following occurs:

(1) The monthly deduction for this rider remains unpaid at the end of the Grace
    Period.

(2) The policy is surrendered, exchanged, or lapsed.

(3) The maturity date of the policy is attained.

(4) We receive a proper written request to terminate this Rider.

(5) The amount of any increase in the Specified Amount of the policy as a result
    of the operation of this rider is less than $10,000.

(6) The maximum amount of increases permitted under this rider has been
    attained.

(7) The Expiry Date for this Rider shown on Page 3 is attained.


         [SIGNATURE APPEARS HERE]            [SIGNATURE APPEARS HERE]
                        President                           Secretary
P94-60
<PAGE>
 
[LOGO OF CHUBB LIFE AMERICA APPEARS HERE]
- --------------------------------------------------------------------------------
Chubb Life Insurance Company of America
One Granite Place, P.O. Box 515, Concord, New Hampshire 03302   (603) 226-5000


                            JOINT AND LAST SURVIVOR
                          POLICY EXCHANGE OPTION RIDER

Effective Date -

This Rider is part of the policy to which it is attached. It takes effect on the
Policy Date of the policy unless a later effective date is shown above. In this
rider, "we", "us", or "our" means Chubb Life Insurance Company of America; "you"
means the Owner of the policy; and "Insureds" means the persons named on Page 3
of the policy.

Consideration - In receipt of any application for this rider, we will provide
the benefit described in this rider.

Benefit - We will exchange the policy for two individual policies, one on the
life of each of the Insureds, subject to the conditions stated in this rider.

Exchange Option Events - This option may be exercised only if one of the
following events occurs:

(1) A final divorce decree on the Insureds' marriage must be in effect for at
    least 180 days but not more than one year, before an exchange takes place.

(2) The Federal Tax Law is changed, resulting in:

   (a) the repeal of the unlimited marital deduction provision; or

   (b) a reduction of at least 50% in the maximum federal estate tax bracket.

This option may be exercised on or within 180 days after:

(1) A final divorce decree on the Insureds' marriage has been in effect for 180
    days; or

(2) The effective date of the Federal Tax Law change as described above.

    In addition, the Conditions for Exchange listed below must be met.

Conditions for Exchange -

(1) The policy and this rider must be in force and not within the Grace Period.

(2) The Owner of each new policy must have an insurable interest in the
    Insured's life.

(3) The Owner for each new policy and the Insured must sign the application for
    the new policy.

(4) Your written request satisfactory to us must be received at the Home Office
    on or within 180 days after the date an exchange option event occurs.

(5) Evidence of the exchange option event satisfactory to us must be received at
    the Home Office on or within 180 days after the date an exchange option
    event occurs.

(6) This policy must be returned to us before the exchange date.

(7) This policy, including any attached riders, will terminate on the day before
    the exchange date. This date is the termination date.

(8) Both of the Insureds under this policy must be living on the exchange date.

(9) Any assignee must agree in writing to the exchange.


P94-61
<PAGE>
 
New Policies -

(1) Each new policy will be for one half of this policy's Specified Amount.

(2) The exchange date will be this policy's Monthly Anniversary Day following
    receipt of your request for exchange. The Issue Date and Policy Date for
    each new policy will be the exchange date.

(3) Each new policy will be a whole life plan being issued by us on the Policy
    Date of the new policy.

(4) Premiums for each new policy will be based on our published rates on the
    Policy Date of the new policy. The premiums will depend on each new policy's
    plan, initial specified amount, rating class, and the Insured's attained
    age.

(5) The rating class for each new policy will be the individual rating class
    assigned to each Insured when this policy was underwritten.

(6) Each new policy will be subject to one half the amount of any outstanding
    loans on this policy. However, the outstanding loans on a new policy cannot
    exceed its loan value.

(7) The  time  periods  in  the  Suicide  and incontestability provisions of
    each new policy will be measured from the Issue Date of this policy.

(8) Each new policy will be subject to any existing assignment of this policy.

Additional benefit riders will be available with each new policy only with our
consent.  Evidence of insurability at the Insured's attained age will be
required if additional benefit riders are requested. All riders on each new
policy will be subject to our rules on the Policy Date of the new policy.

Exchange Values - One half of the Accumulation Value of this policy will be
allocated to each new policy on the exchange date. This Rider has no cash or
loan value.

Termination - This Rider will cease as soon as one of the following occurs:

(1) One of the Insureds under this policy dies.

(2) This policy is surrendered, exchanged, or lapsed.

(3) We receive a proper written request to terminate this Rider.



        [SIGNATURE APPEARS HERE]            [SIGNATURE APPEARS HERE] 
                       President                           Secretary
P94-61
<PAGE>
 
[LOGO OF CHUBB LIFE AMERICA APPEARS HERE]
- --------------------------------------------------------------------------------
Chubb Life Insurance Company of America
One Granite Place, P.O. Box 515, Concord, New Hampshire 03302   (603) 226-5000


                       EXTENSION OF MATURITY DATE RIDER


Effective Date -

This rider is part of the policy to which it is attached. It takes effect on the
effective date of the policy unless a later effective date is shown above. In
this rider, "we", "us" or "our" means the Chubb Life Insurance Company of
America; "you" means the Owner of the policy; and "Insured(s)" means the
person(s) named on the Data Page.

The Maturity Date may be extended beyond that date otherwise defined in the
policy by written request. The new Maturity Date will be that requested by you.
If you elect to extend the original Maturity Date, you may revoke this election
in writing at any time prior to the original Maturity Date.

After the original Maturity Date:

(1) No new premiums will be accepted by us:
(2) We will continue to credit interest to the policy's Accumulation Value of
    the General Account in the same manner;
(3) The Accumulation Value in each division of Separate Account C will continue
    to be calculated in the same manner;
(4) The Death Benefit will always be equal to the Accumulation Value of the
    policy;
(5) Interest on any policy loans will continue to accrue and become part of any
    debt;
(6) We will deduct no more cost of insurance charges.


        [SIGNATURE APPEARS HERE]           [SIGNATURE APPEARS HERE]
                       President                          Secretary

P94-66

<PAGE>
 
                                                                Exhibit 1(f) (i)



                             AMENDED AND RESTATED 
                                    CHARTER
                                      OF
                         CHUBB LIFE INSURANCE COMPANY 
                                  OF AMERICA
<PAGE>
 
                            STATE OF NEW HAMPSHIRE

Filing fee:      $35.00                                          Form No. 16-A
+ License Fee:   $  0                                             RSA 293-A:59
                 ------  (See Section 136 II                         61 and 64 
Total fees:      $35.00      & IV and Note 7)                        
Use black print or type.
Leave 1" margins both sides.



                                    RESTATED
                           ARTICLES OF INCORPORATION
                       INCLUDING DESIGNATED AMENDMENT(S)
                                       OF
                   THE VOLUNTEER STATE LIFE INSURANCE COMPANY
                   ------------------------------------------
                                  Now Known as
                    CHUBB LIFE INSURANCE COMPANY OF AMERICA


PURSUANT TO THE PROVISIONS OF SECTIONS 59, 61 AND 64 OF THE NEW HAMPSHIRE
BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION, PURSUANT TO A RESOLUTION
DULY ADOPTED BY ITS BOARD OF DIRECTORS, HEREBY ADOPTS THE FOLLOWING RESTATED
ARTICLES OF INCORPORATION, INCLUDING DESIGNATED AMENDMENT(S) ADOPTED BY ITS
SHAREHOLDERS:

(Here insert the Restated Articles of Incorporation, as amended including the
Designated Amendments.)



                             See Attached Exhibit A



                  [Attach additional sheet(s) for more space.
                  Insert corporate name at top of each page.]


                                  Page 1 of 3
<PAGE>
 
RESTATED ARTICLES OF INCORPORATION                            Form No. 16-A
INCLUDING DESIGNATED AMENDMENT(S)                                   (Cont.)
OF THE VOLUNTEER STATE LIFE INSURANCE COMPANY 
    ------------------------------------------
    Now Known as
    CHUBB LIFE INSURANCE COMPANY OF AMERICA


Except for the Designated Amendment(s) to Article(s) (Note 1)
  1, 2, 4, 5, 6 and 7
- ------------------------------------------------------------
the Restated Articles of Incorporation correctly set forth without change the
corresponding provisions of the Articles of Incorporation as previously amended,
and the Restated Articles of Incorporation together with the Amendment(s)
designated herein supersede the original Articles of Incorporation and all
amendments to the Articles.


ARTICLES PURSUANT TO SECTION 61 OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT
RELATIVE TO AMENDMENT TO ARTICLES OF INCORPORATION:


     FIRST: The designated amendments to the Articles of Incorporation above set
forth were adopted by the shareholders (Note 2) of the corporation on May 24,
                                                                      ------
1991, in the manner prescribed by the New Hampshire Business Corporation Act.
  --

     SECOND: The number of shares of the corporation outstanding at the time of
such adoption was 600,000; and the number of shares entitled to vote thereon
                  ------- 
was 600,000.
    -------

     THIRD: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows: (Note 3)

                                        Number of
              Class                       Shares
              -----                      -------

    Not Applicable



     FOURTH: The number of shares voted for such amendment was 600,000; and the
                                                               ------- 
number of shares voted against such amendment was -0-. (Note 3)
                                                  ---


                                  Page 2 of 3
<PAGE>
 
RESTATED ARTICLES OF INCORPORATION                               Form No. 16-A
INCLUDING DESIGNATED AMENDMENT(S)                                      (Cont.)
OF THE VOLUNTEER STATE LIFE INSURANCE COMPANY 
   ------------------------------------------
   Now Known as
   CHUBB LIFE INSURANCE COMPANY OF AMERICA

     FIFTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was: (Note 3)

                                            Number of Shares voted
                                            ----------------------
     Class                                  For            Against
     -----                                  ---            -------

Not Applicable


     SIXTH: The manner in which any exchange, reclassification, or cancellation
of issued shares provided for in the amendment shall be effected is as follows:
(Note 4)

Not Applicable


     SEVENTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital, expressed in dollars, as
changed by such amendment, are as follows: (Note 3)

Not Applicable

Dated   as of July 1, 1991
        -------------   --

                   THE VOLUNTEER STATE LIFE INSURANCE COMPANY
                   Now Known as CHUBB LIFE INSURANCE COMPANY
                   OF AMERICA                        (Note 5)
                   ----------------------------------

                   By   /s/ John F. Swope             (Note 6)
                   ----------------------------------
                   Signature of its ------ President

                     John F. Swope
                   -----------------------------------------
                   Print or type name

                   and   /s/ Charles C. Cornelio       (Note 6)
                   ------------------------------------
                   Signature of its   Asst. Secretary
                                     ------

                     Charles C. Cornelio
                   -----------------------------------------
                   Print or type name


   Mail fee and DUPLICATE ORIGINALS (ORIGINAL SIGNATURES ON
                -------------------------------------------
     BOTH) to: Secretary of State, Rm. 204, State House,
     -----
                   Concord, NH 03301-4989


Approved by

/s/ Louis E. Bergeron
- ----------------------------
Louis E. Bergeron
Commissioner
Effective July 1, 1991


                                  Page 3 of 3
<PAGE>
 
                                                                       EXHIBIT A



                          AMENDED AND RESTATED CHARTER
                          ----------------------------

                    CHUBB LIFE INSURANCE COMPANY OF AMERICA
                                    formerly
                   THE VOLUNTEER STATE LIFE INSURANCE COMPANY


 1. Name.  The name of the corporation is Chubb Life Insurance Company of
    -----
    America.

 2. Principal Purpose.  The principal purpose or purposes for which this
    ------------------
    corporation is established are to insure persons against loss of life,
    illness, or personal injury resulting from cause, to make contracts for
    endowments, to grant and purchase annuities, to insure persons and
    corporations against loss on account of liability to others for personal
    injuries, fatal or otherwise, to issue and become surety upon official,
    indemnity and other bonds, and in general to conduct the business of life,
    health, casualty, liability and indemnity insurance, in any or all its
    branches, to invest its funds in real estate, personal property and
    securities, subject to such limitations as may be provided by law, and to
    manage, convey, mortgage, and pledge the same or any part thereof as
    required in the transaction of its business, and to purchase, take, receive,
    lease, or otherwise acquire, own, hold, improve, use and otherwise deal in
    and with, real and personal property, wherever situated; and the corporation
    may engage in any other business for which a corporation may now or
    hereafter be organized under and may exercise all general powers conferred
    by applicable law."

 3. Shares.  The aggregate number of shares which the corporation shall have
    -------
    authority to issue is Six Hundred Thousand (600,000) shares of stock, of
    five dollar ($5.00) par value, all of the same class.

4.  Amendment.  The corporation reserves the right to amend, alter, change or
    ----------
    repeal any provision contained in this Amended and Restated Charter, in the
    manner now or hereafter prescribed by statute, and all rights conferred upon
    stockholders herein are granted subject to this reservation.

 5. Directors Liability.  A director or officer of the corporation shall not be
    --------------------
    personally liable to the corporation or its stockholders for monetary
    damages for breach of fiduciary duty as a director or officer, or both,
    except with respect to (a) any breach of the director's or officer's duty of
    loyalty to the corporation or its stockholders, (b) acts or omissions which
    are not in good faith or which involve intentional misconduct or a knowing
    violation of law, (c) actions for


                                  Page 1 of 2
<PAGE>
 
    which a director may be liable under RSA 293-A:48, and (d) any transaction
    from which the director, officer or both derived an improper personal
    benefit.

 6. Indemnification.  The corporation shall have the power to indemnify its
    ----------------
    directors to the fullest extent permitted by law.

 7. Re-Domestication.  This Amended and Restated Charter is meant to be the
    -----------------
    Amended and Restated Charter of the same company incorporated in the State
    of Tennessee on October 9, 1903, under the name "Volunteer State Life
    Insurance Company," as, re-domesticated to the State of New Hampshire, with
    all of the corporate incidents continuing, including, but not limited to,
    assets, liabilities and other obligations, licenses, contracts, rates,
    policy forms and agent appointments.



                                  Page 2 of 2

<PAGE>
 
                                                                Exhibit 1(f)(ii)



                                    BY-LAWS

                                      OF

                    CHUBB LIFE INSURANCE COMPANY OF AMERICA
<PAGE>
 
As Adopted Effective July 1, 1991

                                    BY-LAWS

                                      OF

                    CHUBB LIFE INSURANCE COMPANY OF AMERICA
           Incorporated under the laws of the State of New Hampshire

                                   ARTICLE I

                                    Offices
                                    -------

The corporation shall maintain a registered office in the State of New Hampshire
as required by law. The corporation may also have offices in such other places
as the Board of Directors may from time to time appoint or as the business of
the corporation may require.


                                  ARTICLE II

                                Corporate Seal
                                --------------

The seal of the corporation shall consist of a flat-faced circular die with the
words and figures, "Chubb Life Insurance Company of America, Incorporated, New
Hampshire" cut or engraved thereon.


                                  ARTICLE III

                           Meetings of Stockholders
                           ------------------------

Section 1. Place of Meeting. All meetings of the stockholders shall be held at
- ----------
the office of the corporation in Concord, New Hampshire, unless some other
place, which may be either within or outside of the State of New Hampshire, is
stated in the call thereof.

Section 2. Annual Meeting. An annual meeting of the stockholders shall be held
- ----------
on the first Monday in May each year if not a legal holiday, and if a legal
holiday then on the next secular day following, at which meeting the
stockholders shall elect by a requisite vote as hereinafter provided, a Board of
Directors and transact such other business as may properly be brought before the
meeting. In the event that such annual meeting be omitted by oversight or
otherwise on the date herein provided, a subsequent meeting may be held in place
thereof, and any business transacted, votes had, or elections held at such
meeting shall be of the same force and effect as if transacted, had, or held at
such annual meeting.
<PAGE>
 
                                      -2-


Section 3. Special Meetings. Special meetings of the stockholders for any
- ----------
purpose or purposes shall be called by the Secretary upon the request of the
Chairman, of a majority of the Board of Directors or holders of two-fifths or
more of the issued and outstanding stock having voting rights. All such requests
to the Secretary for the calling of stockholders' meetings shall state the time,
place and purpose of the meeting which is requested.

Section 4. Notice of Meetings of Stockholders. Written notice of all meetings,
- ----------
annual and special, of the stockholders stating the place, day and hour thereof
and in case of special meetings, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) nor more than fifty (50)
days before the date of the meeting, either personally or by mail to each
stockholder of record entitled to vote at said meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the stockholder at his address as it appears on the stock transfer
books of the corporation, first class postage prepaid. Meetings may be held
without notice provided all stockholders entitled to vote shall sign, either
before or after the time stated in the notice, a written waiver of notice.

Section 5. Matters Considered at Special Meetings. Business transacted at such
- ----------
special meetings shall be confined to the objects stated in the call and matters
reasonably incident thereto unless all stockholders entitled to vote thereat are
present in person or by proxy and vote in favor of the action taken, or, if not
present, sign a written consent to the action taken.

Section 6. Quorum. The holders of a majority of the outstanding stock entitled
- ----------
to vote at any meeting who are present in person or represented by proxy shall
be requisite to and shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided for
by statute, by the charter documents or by these By-laws. If, however, such
quorum shall not be present at any meeting of the stockholders, the stockholders
entitled to vote thereat present in person or represented by proxy shall have
power to adjourn the meeting from time to time without notice, other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented all
business may be transacted which might have been transacted at the meeting as
originally notified.

Section 7. Vote Necessary to Take Action. When a quorum is present at any
- ----------
meeting, a vote of the holders of a majority of the stock, present at the
meeting in person or represented by proxy and having voting power, shall decide
any question
<PAGE>
 
                                      -3-


brought before such meeting unless the question is one on which by statute or
the charter documents or these By-laws a different vote is required, in which
case such express provision will govern the decision of such question.

Section 8. Vote by Proxy. Stockholders of record when entitled to vote may vote
- ----------
at any meeting either in person or by written proxy filed with the Secretary
before voted. Proxies to be valid must be dated not more than eleven months
before the meeting named therein and executed in writing by the stockholder or
his attorney-in-fact. No such proxy shall be valid after the final adjournment
of such meeting.

Section 9. Action by Consent. Any action required or permitted to be taken at
- ----------
any meeting of the stockholders may be taken without a meeting and without
notice or waiver thereof if a consent in writing, which may be contained in a
single document or may be contained in more than one document so long as the
documents in the aggregate contain the required signatures, setting forth the
action so taken, is signed by all the stockholders entitled to vote with respect
to the subject matter thereof, and is filed with the Secretary of the
corporation as part of the corporate records. Such written consent shall have
the same effect as a unanimous vote of the stockholders and may be stated as
such in any certificate or document prepared or certified by any officer of the
corporation for any purposes.

                                  ARTICLE IV

                                   Directors
                                   ---------

Section 1. Constitution and Election of the Board. The number of directors, none
- ----------
of whom need be a stockholder, which shall constitute the whole Board shall be
such number, not less than three nor more than twenty-five, as shall be fixed
from time to time by the Board of Directors. At each annual meeting the
stockholders shall elect the number of directors as fixed by the Board of
Directors and such directors shall hold office until the next annual meeting,
and until their successors are elected and qualify.

Section 2. Vacancies. Whenever any vacancy shall occur in the Board of
- ----------
Directors, by reason of death, resignation or increase in the number of
directors or otherwise, it may be filled by a majority of the remaining
directors, though less than a quorum, for the balance of the term.

Section 3. Resignation; Removal. Any director may resign at any time. The Board
- ----------
of Directors may, by majority vote of all directors then in office, remove a
director for cause. The stockholders may, by majority vote, remove any director
or directors, with or without cause.
<PAGE>
 
                                      -4-


Section 4. Powers and Duties of Directors. The Board of Directors shall have
- ----------
general charge and supervision of all the business and affairs of the
corporation and shall have and exercise all such powers possessed by the
corporation and do all such lawful acts and things on behalf of the corporation
except those which are by statute, the charter documents or these By-laws,
directed or required to be exercised or done by the stockholders.

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be
- ----------
held at such times and at such places as the Board may from time to time
determine and if so determined no notice thereof need be given.

Section 6. Special Meetings. Special meetings of the Board of Directors shall be
- ----------
held at any time or place whenever called by the Secretary upon request of the
Chairman or of two directors at the time in office.

Section 7. Notice of Special Meetings. The Secretary shall give notice of each
- ----------
special meeting by mailing the same at least two days before the meeting or by
telephoning or telegraphing the same at least one day before the meeting to each
Director.

Any such special meeting of the Board of Directors may be held without such
notice providing all of the directors are present or those not present have
waived notice thereof.

Such special meetings shall be held at the time and place specified in the
notice and business transacted thereat shall be confined to the specific purpose
or purposes stated in the notice of the meeting and matters reasonably incident
thereto unless all directors are present and vote in favor of the action taken,
or, if not present, sign a written Consent to the action taken.

The attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting, except a Director who attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called for or convened.

Section 8. Quorum. At any meetings of the Board of Directors a majority of the
- ----------
directors shall be necessary to constitute a quorum for the transaction of
business, but a lesser number may adjourn any meeting from time to time without
notice, other than announcement at the meeting, until a quorum shall be present;
and such quorum shall then be able to vote on all matters that could have been
voted on at the original meeting.
<PAGE>
 
                                      -5-


Section 9. Votes. Each director shall have one vote on all matters to be
- ----------
considered by the Board of Directors, and the vote of a majority of the
directors present at any properly constituted meeting shall be necessary to
adopt proposals except as provided by statute, the charter documents, or these
By-laws.

Section 10. Removal of Officers. The Board of Directors may, by a vote of the
- -----------
majority of directors present in person at any meeting thereof called for the
purpose, or by action by consent as hereinafter provided, remove from office any
officer or agent, whether elected or appointed by the Board of Directors or not,
whenever in its judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.

Section 11. Action by Consent. Any action required or permitted to be taken at a
- -----------
meeting of the Directors of this corporation may be taken without a meeting and
without notice or waiver thereof if a consent in writing, which may be contained
in a single document or may be contained in more than one document so long as
the documents in the aggregate contain the required signatures, setting forth
the action taken or to be taken, shall be signed by all of the Directors' at any
time before or after the intended effective date of such action. Such consent
shall be filed with the minutes of Directors meetings and shall have the same
effect as a unanimous vote of the Directors and may be stated as such in any
document required or permitted to be filed with the Secretary of State and in
any certificate or document prepared or certified by any officer of the
corporation for any purposes.

Section 12. Director Assent. A Director of the corporation who is present at a
- -----------
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.


                                   ARTICLE V

                                   Committees
                                   ----------

Section 1. There shall be an Executive Committee consisting of the Chairman and
- ----------
not less than three, nor more than seven
<PAGE>
 
                                      -6-


other directors, to be appointed annually by the Board of Directors who shall
appoint one of the members of such committee as Chairman.

The Executive Committee shall meet at the call of its Chairman or of any member
thereof and shall have authority to exercise, so far as may be permitted by law,
all the powers of the Board of Directors in the management of the business,
property and affairs of the corporation during the intervals between the
meetings of the Board of Directors. A majority of the members of such committee
shall constitute a quorum. The Executive Committee or a quorum thereof may act
from time to time on the basis of written approval of proposals without formal
meeting.

Section 2. There shall be a Finance Committee consisting of the Chairman and not
- ----------
less than three, nor more than seven other directors, to be appointed annually
by the Board of Directors who shall appoint one of the members of such committee
as Chairman.

The Finance Committee shall have authority to direct and control the investment
of funds and the purchase and sale of securities by the corporation. A majority
of the members of such committee shall constitute a quorum. The Finance
Committee or a quorum thereof may act from time to time on the basis of written
approval of proposals without formal meeting. Regular meetings of the committee
shall be held quarterly at dates set by vote of the committee. Special meetings
may be called at any time at the request of any member.

Section 3. There shall be an Audit Committee consisting of not less than three,
- ----------
nor more than seven directors, to be appointed annually by the Board of
Directors who shall appoint one of the members of such committee as Chairman.

The Committee shall review the accounting principles and practices employed by
the corporation, and, to the extent it deems appropriate, of its subsidiaries.
It shall have authority or order interim and surprise audits and to perform such
other duties as may from time to time be assigned to it by the Board.

The Committee shall meet with the corporation's independent public accountants
to review their report on their examination of the corporation's accounts, their
comments on the internal accounting controls and audit procedures of the
corporation, and the action taken by management with regard to such comments.
The committee shall also, to the extent it deems appropriate, review the
independent and internal audits and the accounting procedures and controls of
the corporation's subsidiaries. The committee shall report to
<PAGE>
 
                                      -7-


the Board of Directors the results of its review and such recommendations as it
may deem appropriate.

Meetings may be held at the call of the Chairman, and may be initiated by any
member of the committee or by the independent public accountants or an
appropriate officer of the corporation, to deal with additional matters as they
may arise.

The committee shall recommend annually to the Board of Directors the appointment
of the corporation's independent public accountants, which appointment shall be
submitted to the stockholders for ratification.

The committee shall have authority to confer with the appropriate officers of
the corporation, or its subsidiaries, regarding the accounting principles and
practices employed by the corporation and its subsidiaries. Any reports issued
by the independent public accountants of the corporation, or by the corporation,
or any of its subsidiaries, shall, at its request, be made available to the
committee. The committee may request the attendance of appropriate officers of
the corporation, or its subsidiaries, at its meetings.

No officer of the corporation, or any of its affiliates, may serve on the Audit
Committee.

A majority of the members of such committee shall constitute a quorum.

Section 4. The Board of Directors may appoint other committees which shall have
- ----------
such powers and perform such duties as from time to time may be prescribed by
the Board.

Section 5. The Board shall have the power to fill vacancies in, to change the
- ----------
membership of, or to dissolve any committees, and to appoint alternate members
of any committee, but in no event may an officer of the Company or any of its
affiliates serve as a member or as an alternate member of the Audit Committee or
of any committee which has powers or duties with respect to compensation of the
Company's officers. Directors appointed as alternate members of a committee
shall act in the absence or disability of members of that committee with all of
the powers of such absent or disabled members and shall serve on such committee
in the order established by resolution adopted by a majority of the Board of
Directors. Action taken by any committee shall be reported at the meeting of the
Board next succeeding such action, except that, when such meeting of the Board
is held within two days after such action, such report, if not made at the first
meeting, shall be made to the Board at its second meeting following such
committee action.
<PAGE>
 
                                      -8-


                                   ARTICLE VI

                                    Officers
                                    --------

Section 1. Elected Officers. The elected officers of the corporation shall be a
- ----------
Chairman, a President, one or more Vice Presidents, a Treasurer and a Secretary.
The Board of Directors may also elect one or more Vice Chairmen and may
designate Vice Presidents as Executive or Senior Vice Presidents and may elect
from time to time, such other officers as it considers necessary, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine. The aforementioned officers of the
corporation shall be elected by the Board of Directors at the first meeting of
the Board following the stockholders annual meeting, or as soon thereafter as is
conveniently possible, to hold office for one year, or until their respective
successors are duly elected and qualify. Any elected officer may be removed,
with or without cause, at any time by the Board. Any vacancy may be filled for
the unexpired portion of the term by the Board of Directors. The Board may elect
new officers, officers to replace any officer who has retired, resigned, died,
become disabled or has been removed from office. Two or more offices may be held
by the same person. The Chairman shall be chosen from among the Directors.

Section 2. Appointed Officers. The Chairman or the President may appoint as
- ----------
officers of the corporation for an indeterminate term such assistant, associate
and other subordinate officers as he may deem proper, and shall specify the
authority of and the duties to be performed by such officers, and may remove
them at any time with or without cause.

Section 3. Resignations. Any officer may resign his office at any time by
- ----------
delivering his resignation in writing to the corporation, and the acceptance of
such resignation, unless required by the terms thereof, shall not be necessary
to make such resignation effective.

Section 4. The Chairman. The Chairman, who shall be the Chief Executive Officer
- ----------
of the corporation, shall, when present, preside at all meetings of the
stockholders and the Board of Directors. He shall perform such other duties and
have such other powers as the Board of Directors may from time to time
designate.

Section 5. The Vice Chairmen. The Vice Chairmen, if any, shall perform such
- ----------
duties and have such powers as the Chairman or the Board of Directors may from
time to time designate.
<PAGE>
 
                                      -9-


Section 6. The President. The President shall be the Chief Operating Officer of
- ----------
the corporation. He shall perform such other duties and have such other powers
as the Board of Directors or the Chairman may from time to time designate, and
in the absence of the Chairman, shall exercise the functions and duties of the
Chairman.

Section 7. Vice Presidents. The Vice Presidents, some of whom may be designated
- ----------
Senior Vice Presidents or Executive Vice Presidents, shall perform such duties
and have such powers as the Board of Directors or the Chairman may from time to
time prescribe. The Vice Presidents, in the order of priority designated by the
Chairman or the Board of Directors, shall exercise the functions of the
President in his absence.

Section 8. The Treasurer. The Treasurer shall be the principal fiscal officer of
- ----------
the corporation. He shall have the care and custody of funds and securities of
the corporation and shall have and exercise under the supervision of the Board
of Directors all the powers and duties commonly incident to his office. He may
be required by the Board of Directors to give bond for the faithful discharge of
his duties in such sum and with such sureties as may be satisfactory to the
Board. He shall deposit or cause to be deposited all the funds of the
corporation in such bank or banks trust company or companies, or with such
other firm or firms doing a banking business as the Board of Directors may from
time to time designate. He shall keep or cause to be kept accurate books of
account of all corporation transactions, which books shall be the property of
the corporation and together with all other of its property in his possession
shall be subject at all times to the inspection and control of the Board of
Directors. The Treasurer shall perform such other duties and have such other
powers as the Board of Directors or the Chairman may from time to time
designate.

Section 9. The Secretary. The Secretary, who shall be the registered agent,
- ----------
shall be and continue to be a resident of the State of New Hampshire and shall
keep his residence or office therein, which shall be the registered office of
the corporation. The Secretary shall: (a) keep the minutes of the proceedings of
the stockholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these By-laws or as required by law; (c) be custodian of the
corporate minutes and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents, the execution of which on behalf of
the corporation under its seal is duly authorized; (d) sign certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; and (e) in general perform all duties
incident
<PAGE>
 
                                      -10-


to the office of Secretary and such other duties as from time to time may be
assigned to him by the Chairman or by the Board of Directors. He shall have
custody of the stock registers and transfer books of the corporation.

In the absence of the Secretary from any meeting, a Secretary pro tempore may be
                                                              --- -------
appointed.

Section 10. Execution of Documents. All written contracts and all conveyances of
- -----------
real and personal property made by the corporation shall be executed by the
Chairman, Vice Chairman, President or any Vice President, unless the Board of
Directors shall by vote specifically authorize the execution of a specific
contract or conveyance by a specific officer of the corporation.

Any person holding more than one office in the corporation shall sign any such
contract or conveyance in only one capacity.

All checks, drafts, bills of exchange, notes or other obligations or orders for
payment of money shall be executed by such officer or officers of the
corporation as the Board of Directors shall designate.


                                  ARTICLE VII

                             Certificate of Stock
                             --------------------

Every stockholder shall be entitled to a certificate or certificates of the
capital stock of the corporation, which shall be numbered and registered as
issued. Such certificate or certificates shall exhibit the holder's name and the
number of shares, and shall be signed by the President or a Vice President and
attested by the Secretary or an Assistant Secretary, and bear the corporate
seal.


                                 ARTICLE VIII

                               Transfer of Stock
                               -----------------

Subject to the provisions of the charter documents as from time to time amended,
shares of stock may be transferred in the manner provided by law; and the
corporation by its officers or agents appointed for that purpose shall record
upon the books of the corporation a transfer of such shares upon surrender of
the certificate therefor accompanied either by a written assignment thereof
or by a written power of attorney to sell, assign, and transfer the same, or the
shares represented thereby, signed by the record holder of such certificate, or
by his legal representative. No transfer shall affect the right of the
corporation to treat
<PAGE>
 
                                      -11-


such holder as the owner thereof until such transfer shall have been recorded
upon the books of the corporation or until a new certificate shall have been so
transferred. The corporation shall not be bound to take notice of or recognize
any trust, expressed, implied or constructive, or any charge or equity affecting
any of the shares of its capital stock or to ascertain or inquire whether any
sale or transfer of any such shares by any stockholder or his personal
representative is authorized by such trust, charge or equity, or to recognize
any persons as having an interest therein except the person or persons in whom
the legal title to such share or shares is vested for the time being.

                                  ARTICLE IX

                        Transfer Books and Record Dates
                        -------------------------------

For the purpose of determining stockholders entitled to notice or to vote at any
meeting of stockholders or any adjournment thereof, or stockholders entitled to
receive payment of any dividend or in order to make a determination of
stockholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period not to exceed fifty (50) days. If the stock transfer books shall
be closed for the purpose of determining stockholders entitled to notice of or
to vote at a meeting of stockholders such books shall be closed for at least
ten (10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of stockholders, such date in any case to be not
more than fifty days and, in case of a meeting of stockholders, not less than
ten days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.

                                   ARTICLE X

                                  Fiscal Year
                                  -----------

Except as from time to time otherwise provided by the Board of Directors, the
fiscal year of the corporation shall begin
<PAGE>
 
                                      -12-


on the first day of January and end on the last day of December in each year.

                                  ARTICLE XI

                   Indemnification of Directors and Officers
                   -----------------------------------------

The corporation shall indemnify and reimburse any person who is or was a
Director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise to
the fullest extent authorized by RSA 293-A:5, as amended. This power shall be
exercised in accordance with RSA 293-A:5,IV(a) and (b), as amended.

                                  ARTICLE XII

                                  Amendments
                                  ----------

Except as otherwise provided by law, these By-laws may be amended, added to,
altered, or repealed in whole or in part by the Board of Directors at any annual
or regular meeting or at any special meeting thereof called therefor. Any By-
laws approved by the Board of Directors under this Article may be altered,
amended or repealed by the stockholders.



Certified to be a true Copy.
                                 ---------------------------
                                             Secretary

- ---------------------
        Date

/cc

<PAGE>
 
                                                                       Exhibit 3



                              OPINION OF COUNSEL

                                     AS TO

                          SECURITIES BEING REGISTERED
<PAGE>
 
[LOGO OF CHUBB LIFE AMERICA APPEARS HERE]
- --------------------------------------------------------------------------------
One Granite Place, P.O. Box 51.5, Concord, NH 03302. (603) 226-5000



May 18, 1994



Chubb Life Insurance Company of America
One Granite Place
Concord, New Hampshire 03301


Gentlemen:

This opinion is furnished in connection with the filing by Chubb Life Insurance
Company of America ("Chubb Life") of Pre-Effective Amendment No. 1 to its
Registration Statement on Form 5-6 under the Securities Act of 1933 (the "Act")
of interests in Chubb Separate Account C (the "Separate Account") under its
variable life insurance policies (the "Policies"). This opinion covers both the
individual flexible premium variable life insurance policy and the survivorship
flexible premium variable life insurance policy.

I am familiar with the terms of the Policies and the Pre-Effective Amendment No.
1 to the Registration Statement and the Exhibits thereto. I have also examined
all such corporate records of Chubb Life and such other documents and laws as I
considered appropriate as a basis for the opinion hereinafter expressed. On the
basis of such examination, it is my opinion that:

1.  Chubb Life is a corporation duly organized and validly existing under the
    laws of the State of New Hampshire.

2.  The Separate Account is a separate account of Chubb Life validly existing
    pursuant to the New Hampshire Insurance Code and the regulations issued
    thereunder, under which income, gains and losses, whether or not realized,
    from assets allocated to the Separate Account, are, in accordance with the
    Policies, credited to or charged against the Separate Account without regard
    to other income, gains or losses of Chubb Life.

3.  Assets allocated to the Separate Account will be owned by Chubb Life; Chubb
    Life is not a trustee with respect thereto. The Policies provide that the
    portion of the assets of the Separate Account equal to the reserves and
    other Policy liabilities with respect to the Separate Account will not be
    chargeable with liabilities arising out of any other business Chubb Life may
    conduct. Chubb Life reserves the right to transfer assets of the Separate
    Account in excess of such reserves and other Policy liabilities to the
    general account of Chubb Life.



                    Chubb LifeAmerica Is the servicemark of
Chubb Life Insurance Company of America - The Colonial Life Insurance Company of
                                    America
                 Sovereign Life Insurance Company of California
<PAGE>
 
Chubb Life Insurance Company of America
May 18, 1994
Page Two


4.  The Policies (including any units duly credited thereunder) have been duly
    authorized by Chubb Life and, when issued and sold in jurisdictions that
    have approved the policy form for sale in accordance with the insurance law
    of that jurisdiction, each of the Policies (including any such units) will
    constitute validly issued and binding obligations of Chubb Life in
    accordance with its terms.  Purchasers of the Policies are subject only to
    the deductions, charges and fees set forth in the Prospectus.

I hereby consent to the filing of this opinion as an Exhibit to the Pre-
Effective Amendment No. 1 to the Registration Statement of the Separate Account
filed under the Act.

Sincerely,

/s/ Shari J. Lease
Shari J. Lease
Assistant Vice President 
  and Associate Counsel

<PAGE>
 
                                                                       Exhibit 6



                      ACTUARIAL OPINIONS AND CONSENTS OF 
                         MICHAEL J. LEBOEUF, FSA, MAAA
<PAGE>
 
[LOGO OF CHUBB LIFE AMERICA APPEARS HERE]
- --------------------------------------------------------------------------------
One Granite Place, P.O. Box 515, Concord, NH 03302-0515. (603) 226-5000 

February 20, 1996


Chubb Life Insurance Company of America
P.O. Box 515
Concord, New Hampshire  03301



Gentlemen:

This opinion is furnished in connection with the filing of post-effective
amendment no. 2 to the registration statement of Chubb Life Insurance Company of
America ("Chubb")  on Form S-6, (Registration Statement") of interests in
Chubb Separate Account C ("Separate Account C") under its variable life
insurance policies (the "Policies") .  This opinion covers both the individual
flexible premium variable life insurance policy ("Individual Policy") and the
survivorship flexible premium variable life insurance policy ("Survivorship
Policy").

I am familiar with the terms of the Policies and the Registration Statement and
the Exhibits thereto.  In my opinion:

1.   The illustrations of death benefits, accumulation value, and cash value for
     the Policies in Appendix A of the prospectus, based on the assumptions
     stated in the illustrations, are consistent with the provisions of the
     Policies.

     The Policies have not been designed so as to make the relationship between
     premiums and benefits, as shown in the illustrations, appear
     disproportionately more favorable to prospective purchasers of Policies for
     the age(s), gender(s), smoking status(es), and underwriting class(es)
     illustrated in Appendix A than to prospective purchasers of Policies for
     other age(s), gender(s), smoking status(es), and underwriting class(es).
     The particular illustrations shown were not selected for the purpose of
     making this relationship appear more favorable.  Generally, the rates for
     non-smokers are lower than for smokers and the rates for females are lower
     than for males.

2.   The illustrations of death benefits, accumulation value and cash value for
     the Policies, set forth in Appendix A of the prospectus, based on the net
     return of the five divisions of Separate Account C and the assumptions
     stated within the examples, are consistent with the provisions of the
     Policies.



                    Chubb LifeAmerica is the servicemark of
Chubb Life Insurance Company of America - The Colonial Life Insurance Company Of
                                    America
                     Chubb Sovereign Life Insurance Company
<PAGE>
 
February 20, 1996 
Page Two



     The illustrations in Appendix A have not been designed so as to make the
     relationship between premiums and benefits appear disproportionately more
     favorable to prospective purchasers of Policies for age(s), gender(s),
     smoking status(es), and underwriting class(es) illustrated in Appendix A
     than to prospective purchasers of Policies for other age(s), gender(s),
     smoking status(es), and underwriting class(es).  Generally, the rates for
     nonsmokers are lower than for smokers and the rates for females are lower
     than for males.

3.   The illustrations set forth in Appendix A of the prospectus contain both
     the current and guaranteed rates of cost of insurance charges to be used
     for those Policies.

     These rates have not been designed so as to make the relationship between
     current and guaranteed rates appear disproportionately more favorable to
     prospective purchasers of Policies for the age(s), gender(s), smoking
     status(es) and underwriting class(es) illustrated in Appendix A than to
     prospective purchasers of Policies for other age(s), gender(s), smoking
     status(es), and underwriting class(es). The particular illustrations shown
     were not selected for the purpose of making this relationship appear more
     favorable. Generally, the rates for non-smokers are lower than for smokers
     and the rates for females are lower than for males.

I hereby consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
prospectus.

Sincerely,


/s/ Michael J. LeBoeuf
Michael J. LeBoeuf, FSA, MAAA 
Assistant Vice President 
and Product Actuary

MJL/jlf

<PAGE>
 
                                                                       Exhibit 9



                         REPRESENTATIONS, DESCRIPTIONS

                               AND UNDERTAKINGS

                                   REGARDING

                      MORTALITY AND EXPENSE RISK CHARGE,

                  PURSUANT TO RULE 6e-3(T) (b) (13) (iii) (F)
<PAGE>
 
                       REPRESENTATIONS, DESCRIPTION AND
                           UNDERTAKINGS PURSUANT TO
                       RULE 6e-3(T)(b)(13)(iii)(F) UNDER
                      THE INVESTMENT COMPANY ACT OF 1940

Chubb Life Insurance Company of America ("Chubb"), on behalf
of Separate Account C, makes the following representations:

1. Section 6e-3(T) (b) (13) (iii) (F) is being relied upon.

2. The level of mortality and expense risk charge is reasonable in relation to
   the risks assumed and is within the range of industry practice for comparable
   contracts.

3. The methodology used to support the representation made in paragraph (2)
   above is based on an analysis of the mortality and expense risk charges being
   made in relation to the risks assumed, as well as those in comparable
   flexible premium contracts filed with the Commission -both single life
   policies and survivorship policies. Chubb undertakes to keep and make
   available to the Commission on request the documents used to support the
   representation in paragraph (2) above.

4. It is expected that the proceeds from explicit sales loads will be sufficient
   to cover the expected costs of distributing the flexible contracts. If this
   is ever not the case, Chubb has concluded that there is a reasonable
   likelihood that the distribution financing arrangement will benefit Separate
   Account C and policy owners. Chubb undertakes to keep and make available to
   the Commission on request the memorandum setting forth the basis for this
   representation.

5. Chubb represents that Separate Account C will invest only in management
   investment companies which have undertaken to have a board of directors, a
   majority of whom are not interested persons of the company, formulate and
   approve any plan under Rule 12b-l to finance distribution expenses.



                              /s/ Richard Dielensnyder
                              Richard Dielensnyder, FSA, MAAA
                              Assistant Vice President and
                              Product Actuary

<PAGE>
 
                                                                      Exhibit 10



                             REINSURANCE AGREEMENT



                                    between



                    CHUBB LIFE INSURANCE COMPANY OF AMERICA

                           of Concord, New Hampshire

              hereinafter referred to as the "Ceding Company," and
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>

ARTICLE                           TITLE                              PAGE
- -------                           -----                              ----
<S>                 <C>                                              <C> 

    1               Effective Date                                    1.0
    2               Automatic Reinsurance Coverage                    2.0
    3               Facultative Reinsurance Coverage                  3.0
    4               Procedure                                         4.0
    5               Liability                                         5.0
    6               Plans of Reinsurance                              6.0
    7               Premiums                                          7.0
    8               Reinsurance Conditions                            8.0
    9               Premium Tax Reimbursement and DAC Tax             9.0
   10               Adjustments                                      10.0
   11               Reinstatement                                    11.0
   12               Payments                                         12.0
   13               Recapture                                        13.0
   14               Administrative Oversights                        14.0
   15               Claims                                           15.0
   16               Misstatement of Age or Sex                       16.0
   17               Insolvency                                       17.0
   18               Inspection of Records                            18.0
   19               Arbitration                                      19.0
   20               Parties to the Agreement                         20.0
   21               Duration of Agreement                            21.0
   22               Experience Refund                                22.0
   23               Reserves                                         23.0
   24               Entire Agreement                                 24.0
   25               Reports                                          25.0
   26               Execution of the Agreement                       26.0

</TABLE>
<PAGE>
 
ARTICLE 1:  EFFECTIVE DATE
- --------------------------

This Treaty is an Agreement, effective September 7, 1993, by and between the
Ceding Company and the Reinsurer. In consideration of the mutual promises
contained herein the parties hereto agree to act in accordance with the
provisions of this Agreement.
<PAGE>
 
ARTICLE 2:  AUTOMATIC REINSURANCE COVERAGE
- ------------------------------------------

1.  The Ceding Company agrees to submit for reinsurance with the Reinsurer and
    the Reinsurer agrees to accept for reinsurance 25% of the excess over the
    Ceding Company's limits of retention, as shown in Exhibit A, attached hereto
    and made a part hereof, of any and all standard and substandard individually
    underwritten ordinary life insurance, as set forth in Exhibit B, attached
    hereto and made a part hereof, which is written by the Ceding Company on any
    resident of the United States, in accordance with the Ceding Company's
    normal individual ordinary underwriting rules and practices. Minimum
    cessions will be $10,000, and maximum total amounts on one life will be
    equal to 25% of the amounts as set forth in Exhibit A.

    For the purposes of this Agreement and in accordance with the Ceding
    Company's ordinary underwriting rules, "resident" shall be defined as a
    person whose primary domicile is the United States for at least 9 months in
    a 12 consecutive month period, and who is either a U.S. citizen or has been
    lawfully admitted for permanent residence in the United States. The phrase
    "lawfully admitted for permanent residence" means the status of having been
    lawfully accorded the privilege of residing permanently in the United States
    and having been issued an alien registration receipt card by the United
    States Immigration and Naturalization Service of the United States
    Department of Justice.

    Should the Ceding Company desire to change its issue limits or underwriting
    guidelines, such changes shall be subject to approval by the Reinsurer.
    
    Should the Ceding Company elect to participate in another arrangement or
    other arrangements to secure additional automatic binding capacity, the
    Reinsurer shall be notified thirty (30) days in advance of such action and
    reserves the right to modify the binding limits currently set forth in this
    Agreement.

    It is further provided and agreed that life insurance amounts submitted in
    accordance with this Article shall not include those constituting a "Jumbo
    Risk". A "Jumbo Risk" for the purpose of this Agreement is defined as one
    where the papers of the Ceding Company indicate that the proposed insured's
    total life insurance inforce and applied for in all companies exceeds the
    amounts shown in Exhibit A.

2.  Automatic reinsurance coverage shall not apply to those situations where the
    policy has been submitted on a facultative basis.
    

                                      2.0
<PAGE>
 
3.  Automatic reinsurance under this Agreement will include, if mutually agreed
    upon in writing between the parties and referenced in Exhibit B or elsewhere
    in this document, any supplementary benefits.

4.  The Ceding Company shall at any time have the right to modify its retention
    limits affecting reinsurance by advance notice in writing mailed to the
    Reinsurer. The automatic binding limits specified in Exhibit A and referred
    to in paragraph 1 of this Article shall be amended in writing by the Ceding
    Company and the Reinsurer.

5.  Automatic reinsurance shall not cover special programs, experimental or
    limited retention programs, or replacement and conversion situations of the
    Ceding Company unless prior approval has been received from the Reinsurer.
    For the purposes of this Agreement, these situations are not intended to
    mean contractual conversions or exchanges or continuations of the original
    policy for reinsurance purposes.






                                      2.1
<PAGE>
 
ARTICLE 3:  FACULTATIVE REINSURANCE COVERAGE
- --------------------------------------------

1.  Whenever the Ceding Company desires reinsurance on a standard or substandard
    risk not covered by the automatic provisions of this Agreement as specified
    in Article 2, or on any application on which the Ceding Company wishes the
    advice of the Reinsurer, it must submit, and the Reinsurer agrees to
    consider, such reinsurance on a facultative basis.

2.  Facultative reinsurance under this Agreement may include supplementary
    benefits as mutually agreed upon in writing by the Ceding Company and the
    Reinsurer.

3.  Any and all offers made by the Reinsurer to accept a risk as submitted or to
    accept a risk under terms and conditions other than as submitted shall,
    unless otherwise terminated by the Reinsurer, terminate automatically on the
    earliest of:

    a.  The date the Reinsurer receives notice from the Ceding Company of its
        withdrawal of its application, or

    b.  Ninety (90) days from the date the Reinsurer communicates its offer to
        the Ceding Company.

    The Reinsurer's offer may remain open beyond the ninety day period provided
    the Ceding Company submits a written request to the Reinsurer for an
    extension of the offer and the Reinsurer approves such request. If an
    extension is granted, the Reinsurer's offer shall terminate automatically on
    the date the extension expires.



                                      3.0
<PAGE>
 
ARTICLE 4:  PROCEDURE
- ---------------------

1.  Automatic Reinsurance

    The plans covered under this Agreement shall be Self-Administered. Each
    month, the Ceding Company shall submit to the Reinsurer a statement
    containing the following information for each policy for which premium
    payments or adjustments are due, along with the applicable premium payment
    or adjustment:

     1.  Policy number
     2.  Issue Date
     3.  Insured's Name
     4.  Age and date of birth
     5.  Sex
     6.  Underwriting classification, smoking code, and table rating
     7.  Amount of risk for following year, less retention
     8.  Premiums due the Reinsurer
     9.  Policy Exhibit
    10.  Treaty code
    11.  Life or health indicator
    12.  Coinsurance or YRT indicator
    13.  Reinsurer's cession number
    14.  Valuation code
    15.  Premium duration
    16.  Automatic or facultative indicator
    17.  State code
    18.  Reinsurance premium paid-to date
    19.  Face amount of policy
    20.  Original amount of reinsurance
    21.  Commissions due Chubb

2.  Facultative Reinsurance

    When the Ceding Company desires to apply for facultative reinsurance, the
    Ceding Company shall send to the Reinsurer copies of the original
    application, medical examiners' reports, inspection reports, and all other
    information bearing on the insurability of the risk. Upon receipt of such
    application, the Reinsurer shall examine the papers and promptly notify the
    Ceding Company of its decision to either make an offer or reject the risk as
    submitted, or advise the Ceding Company of additional evidence necessary to
    underwrite the risk.

    When a policy has been issued and paid for on which reinsurance has been
    obtained from the Reinsurer, the Ceding Company shall promptly pay
    reinsurance premiums on such policy on the next monthly statement. Payment
    of said premium shall constitute acceptance of the Reinsurer's

                                      4.0
<PAGE>
 
    facultative offer.

    If the reinsurance application on which the Reinsurer has made an offer is
    not to be placed with the Reinsurer because the original policy has not been
    paid for or because of some other reason, such offer shall expire in
    accordance with the terms and conditions specified under Article 3,
    paragraph 3.

    The reporting of facultative business shall be made in the same accord as
    automatic reinsurance.



                                      4.1
<PAGE>
 
ARTICLE 5:  LIABILITY
- ---------------------

    1.   The liability of the Reinsurer on any reinsurance under this
         Agreement shall commence simultaneously with the liability of the
         Ceding Company, except that no liability shall attach to the Reinsurer
         hereunder with respect to facultative reinsurance prior to acceptance
         during the lifetime of the insured by the Ceding Company of the
         Reinsurer's offer. In no event shall the liability of the Reinsurer
         commence prior to the liability of the Ceding Company. The Reinsurer's
         liability thereunder shall continue as long as the Ceding Company is
         liable under the policy, subject to all provisions contained in this
         agreement, and shall cease when the liability of the Ceding Company
         ceases.

    2.   Whenever the Ceding Company becomes liable for a loss under the terms
         of a Conditional Receipt or Temporary Insurance Receipt, the Reinsurer
         shall be liable to the Ceding Company for the amount over the Ceding
         Company's standard retention as specified in the retention schedule in
         Exhibit A, but not in excess of the automatic reinsurance limits
         hereunder, and only if the policy would have qualified for automatic
         reinsurance hereunder. In order for the Reinsurer to be liable in
         accordance with the preceding qualifications on any Conditional Receipt
         or Temporary Insurance Receipt, the Ceding Company must have submitted
         to the Reinsurer a copy of the application and receipt it intends to
         use with regard to risks reinsured hereunder and must have received
         written acknowledgment from the Reinsurer that it intends to be bound
         on such receipt as herein stated. The Ceding Company shall notify the
         Reinsurer of proposed changes to its Conditional Receipt or Temporary
         Insurance Receipt or in its practices in issuing Conditional Receipts
         or Temporary Insurance Receipts. The Reinsurer shall not be liable for
         such revised Conditional Receipt, Temporary Insurance Receipt or
         practices unless the Ceding Company has received written acknowledgment
         from the Reinsurer that it intends to be bound on such revision.

    3.   The Reinsurer shall not be liable for a loss incurred by the Ceding
         Company under the terms of a Conditional Receipt or Temporary Insurance
         Receipt where the Ceding Company has submitted the policy facultatively
         to any reinsurer.



                                      5.0
<PAGE>
 
ARTICLE 6:  PLANS OF REINSURANCE
- --------------------------------

1.  Life Reinsurance

     Life Reinsurance under this Agreement shall be on the Yearly Renewable Term
     plan for the amount at risk on the proportion of the original policy
     reinsured in the Reinsurer. For the purpose of this Agreement the reinsured
     net amount at risk will be calculated as (a) the number of $1000 units of
     reinsurance, less (b) the reserve per unit, if any, times (c) the number of
     units reinsured.

     For purposes of the preceding paragraph, reserve will mean accumulated fund
     value for interest sensitive or universal life type products, and will mean
     statutory reserves (excluding deficiency reserves) for all other products.

2.  Supplemental Benefits

     All Supplemental Benefits reinsurance shall be on the Coinsurance plan.

3.  Any Supplemental Benefits reinsured hereunder shall be independent of the
    life reinsurance amount at risk.



                                      6.0
<PAGE>
 
ARTICLE 7:  PREMIUMS
- --------------------

1.  Premiums for Life Reinsurance

    The annual premiums for standard and substandard life reinsurance shall be
    computed on the basis of the amount at risk at the rates shown in Exhibit C
    attached hereto and made a part hereof. These rates are guaranteed for one
    year. The Reinsurer guarantees that premium rates shall not exceed the rate
    determined using the applicable 1980 CSO table at the maximum statutory
    valuation rate approved in the Reinsurer's state of domicile.

2.  Flat Extra Premiums

    For reinsurance of substandard risks for which a flat extra premium is
    charged, the Ceding Company shall pay to the Reinsurer the sum of:

    a.  The premiums for the amount at risk as determined in item 1. above, and

    b.  The flat extra premium collected by the Ceding Company on the portion
        of the face amount reinsured in the Reinsurer, less allowances as
        described in Exhibit C.

3.  Supplemental Benefits

    Premiums for reinsurance of Supplemental Benefits shall be paid during the
    period that such coverage is inforce at the annual rates as are charged by
    the Ceding Company under the policy or policies on which reinsurance in the
    Reinsurer is based, less allowances as described in Exhibit D. If the Ceding
    Company decreases the Supplemental Benefits rates subsequent to the
    effective date of this Agreement, the Reinsurer reserves the right to review
    the allowances.



                                      7.0
<PAGE>
 
ARTICLE 8:  REINSURANCE CONDITIONS
- ----------------------------------

1.  Upon request, the Ceding Company shall furnish the Reinsurer with any and
    all specimen copies of its applications, rate books, underwriting
    requirements, policy and rider forms and any tables of rates and values
    which may be required for the proper administration of the business
    reinsured under this Agreement.

2.  Each reinsurance cession shall be subject to all applicable general
    conditions, limitations, exceptions or restrictions contained in the
    respective policies of the Ceding Company, except, however, that the
    reinsurance shall provide no loan or cash surrender values.

3.  The Ceding Company shall bear the expense of all medical examinations,
    inspection fees and other charges incurred in connection with the policy,
    including but not limited to issue, reinstatement, or reentry.



                                      8.0
<PAGE>
 
ARTICLE 9:  PREMIUM TAX REIMBURSEMENT AND DAC TAX
- -------------------------------------------------

1.  Premium Taxes

    The Reinsurer is not required to reimburse the Ceding Company for premium
    taxes the latter may be required to pay with respect to that part of the
    premiums received under the Ceding Company's policies which is remitted to
    the Reinsurer as reinsurance premiums.

2.  DAC Tax

    The Ceding Company and the Reinsurer hereby enter into an election under
    Treasury Regulations Section 1.848-2(g)(8) whereby:

    a.   For each taxable year under this Agreement, the party with net positive
         consideration, as defined in the regulations promulgated under Treasury
         Code Section 848, will capitalize specified policy acquisition expenses
         with respect to this Agreement without regard to the general deductions
         limitation of Section 848(c)(1);

    b.   The Ceding Company and the Reinsurer agree to exchange information
         pertaining to the amount of net consideration under this Agreement each
         year to ensure consistency or as otherwise required by the Internal
         Revenue Service;

    c.   The Ceding Company will submit a schedule to the Reinsurer by May 1 of
         each year of its calculation of the net consideration for the preceding
         calendar year. This schedule of calculations will be accompanied by a
         statement signed by an officer of the Ceding Company stating that the
         Ceding Company will report such net consideration in its tax return for
         the preceding calendar year;

    d.   The Reinsurer may contest such calculation by providing an alternative
         calculation to the Ceding Company in writing by June 1st of the same
         year. If the Reinsurer does not so notify the Ceding Company, the
         Reinsurer will report the net consideration as determined by the Ceding
         Company in the Reinsurer's tax return for the previous calendar year;

    e.   If the Reinsurer contests the Ceding Company's calculation of the net
         consideration, the parties will act in good faith to reach an agreement
         as to the correct amount by July 1st of the same year. If the


                                      9.0
<PAGE>
 
         Ceding company and the Reinsurer reach agreement on an amount of net
         consideration, each party shall report such amount in their respective
         tax returns for the previous calendar year.



                                      9.1
<PAGE>
 
ARTICLE 10:  ADJUSTMENTS
- ------------------------

1.  Changes

    If any change is made in the plan of the original policy reinsured in the
    Reinsurer, including but not limited to any change in status caused by the
    application of a nonforfeiture provision, a corresponding change shall be
    made in the reinsurance. The Ceding Company shall promptly notify the
    Reinsurer of any such change with the next monthly statement that is
    completed. Increases in the face amount of the original policy reinsured
    hereunder and changes in the underwriting classification of substandard
    policies for facultative policies shall be subject to prior approval of the
    Reinsurer.

2.  Reductions and Terminations

    If all or any part of any insurance coverage under any policy upon which
    reinsurance is based shall be reduced or terminated, the amount of
    reinsurance carried by the Reinsurer with respect to that coverage, shall
    be:

    a.  in the case of a policy terminating, the reinsurance related to that
        policy shall be terminated.

    b.  in the case of a policy reduction, the Ceding Company will maintain the
        retention it possessed prior to the reduction and reduce or terminate
        the reinsurance depending on the amount of the policy remaining after
        the reduction.

3.  Conversions or Continuations

    Conversions or continuations will be reinsured by the Reinsurer only if the
    original policy was reinsured by the Reinsurer. The amount of reinsurance
    will not exceed the amount of the reinsurance on the original policy with
    the Reinsurer immediately prior to the conversion or continuation. Premiums
    and allowances will be determined at the rates covering the new plan at
    point in scale based on the original policy that is being converted or
    continued.

    A continuation is defined as a policy not meeting all of the following
    conditions:

         1)  complete new underwriting
         2)  new suicide clause and incontestable period
         3)  full first year commissions paid.



                                     10.0
<PAGE>
 
ARTICLE 11:  REINSTATEMENT
- --------------------------

1. If a policy reinsured automatically under the provisions of Article 2
   hereunder lapses and is later approved for reinstatement by the Ceding
   Company in accordance with its usual and ordinary underwriting standards,
   reinsurance for the amount reinsured with the Reinsurer at the time of lapse
   shall be reinstated automatically. The notice of reinstatement shall appear
   on the monthly statement. Reinsurance shall be effective as of the date of
   reinstatement.

2. If a policy reinsured facultatively under the provisions of Article 3
   lapses, reinstatement of the amount reinsured with the Reinsurer at the time
   of the lapse shall require prior approval by the Reinsurer. Notice in
   writing of such reinstatement shall be given promptly to the Reinsurer
   together with copies of the reinstatement papers that are required. Such
   reinsurance shall become effective as of the date of reinstatement.

3. In the event of a reinstatement in accordance with this Article, the Ceding
   Company shall pay to the Reinsurer all reinsurance premiums and policy fees
   in arrears from the reinstatement date. Thereafter, reinsurance premiums
   shall be payable in accordance with Article 7 and 12.



                                     11.0
<PAGE>
 
ARTICLE 12:  PAYMENTS
- ---------------------

1.  Reinsurance premiums shall be paid on an annual basis. Within thirty days
    after the close of each calendar month, the Ceding Company shall forward to
    the Reinsurer its statement of account along with its remittance for the new
    amount due as shown therein. If the statement shows a balance due the Ceding
    Company, the Reinsurer shall remit that amount to the Ceding Company within
    30 days of receipt of the statement of account.

2.  For the purposes of this Agreement, the due date for the Reinsurer's receipt
    of the statement of account and premiums due is the thirty-first day
    following the close of any calendar month. The payment of reinsurance
    premiums in accordance with the provisions herein shall be a condition
    precedent to the liability of the Reinsurer for reinsurance covered by this
    Agreement. In the event that reinsurance premiums are not paid as of the
    thirty-first day following the close of the calendar month in which they
    fall due, the Reinsurer shall have the right to give the Ceding Company
    thirty days notice of the Reinsurer's intention to terminate reinsurance on
    those policies for which reinsurance premiums have not been paid. At the
    expiration of this thirty-day period the reinsurance shall terminate
    automatically. Whether or not the Reinsurer exercises its right to terminate
    the reinsurance as specified in the preceding paragraph, all such
    outstanding premiums shall be subject to an annual interest charge on the
    unpaid balance from the due date as specified in this Article to the date of
    payment, at a rate coincident with the current rate of interest charged by
    the Reinsurer for delinquent premiums in connection with its individual life
    insurance policies.

3.  If reinsurance is terminated as provided in paragraph 2, and if all
    reinsurance premiums in default and any additional charge due in accordance
    with paragraph 2, including such premiums and charges which may become in
    default during the thirty-day notice period are not paid before the
    expiration of such period, the Reinsurer shall thereupon be relieved
    automatically of future liability under all reinsurance on those policies
    for which premiums and other charges remain unpaid. Reinsurance under
    cessions for which premiums subsequently fall due will terminate
    automatically if reinsurance premiums are not paid when due as provided in
    paragraph 2 of this Article. The reinsurance so terminated may be reinstated
    at any time within sixty days of the date of termination upon payment of all
    reinsurance premiums and other charges in arrears; but in the event of such
    reinstatement, the Reinsurer shall have no liability in connection with any
    claims incurred between the date of


                                      12.0
<PAGE>
 
    termination and the date of reinstatement of the reinsurance.

4.  The Ceding Company shall continue to be liable to the Reinsurer for all
    unpaid reinsurance premiums earned by the Reinsurer during the time period
    reinsurance coverage remains in effect under this Agreement. Such premiums
    are subject to an annual interest charge as specified in paragraph 2 above.



                                      12.1
<PAGE>
 
ARTICLE 13:  RECAPTURE
- ----------------------

1. The limits of retention of the Ceding Company are shown in Exhibit A,
   attached hereto and made a part hereof. The Ceding Company shall at any time
   have the right to increase its retention limits affecting new reinsurance by
   advance notice in writing exiled to the Reinsurer. If the Ceding Company
   reduces its retention limits, such reduction shall not take effect for
   reinsurance purposes until written approval has been received from the
   Reinsurer.

2. If the Ceding Company increases its limits of retention as specified in
   Exhibit A, a corresponding reduction may be made at the option of the Ceding
   Company in the reinsurance inforce under this Agreement on all lives on which
   the Ceding Company has maintained its maximum limit of retention for age and
   mortality rating in effect at the time of issue. A reduction shall not be
   made in the reinsurance of any policy until such reinsurance has been inforce
   hereunder at least ten (10) full years.

3. If such reduction in reinsurance is elected and written notice thereof is
   given to the Reinsurer within ninety days from the effective date of such
   increase in retention for new issues, then:

    a.   All policies or reinsurance issued hereunder and eligible for
         recapture, as provided in this Article, shall be similarly reduced;

    b.   Such reinsurance shall be reduced by an amount in each case as will
         increase the total insurance to be retained by the Ceding Company to
         its maximum limit of retention for the age and mortality rating in
         effect at the time the reinsurance was ceded to the Reinsurer;

    c.   If there is reinsurance in other companies on any such life, the
         reduction of the reinsurance in the Reinsurer shall be that proportion
         of the total indicated reduction which the reinsurance in the Reinsurer
         bears to the total reinsurance on that life;

    d.   The reduction of reinsurance shall be effective upon the anniversary
         date next following or the tenth (10th) policy anniversary for those
         policies which have not been inforce at least ten (10) full years;

    e.   If, at the time of recapture, the reinsured is disabled and premiums
         are being waived under a waiver of monthly deductions benefit, the life
         reinsurance shall be considered eligible for recapture. However, the
         waiver


                                     13.0
<PAGE>
 
         of monthly deductions benefit reinsurance shall remain inforce until
         such time as the policy is returned to a premium paying status, at
         which time the waiver of monthly deductions benefit reinsurance shall
         be eligible for recapture.

4.  In the event the Ceding Company overlooks any reduction in the amount of
    reinsurance which should have been made because of an increase in the Ceding
    Company's limits of retention, the acceptance by the Reinsurer of
    reinsurance premiums under such circumstances after the effective date of
    the reduction shall not constitute or determine a liability on the part of
    the Reinsurer for such reinsurance. The Reinsurer shall be liable only for a
    refund of premiums so received without interest.



                                     13.1
<PAGE>
 
ARTICLE 14:  ADMINISTRATIVE OVERSIGHTS
- --------------------------------------

1.  Should either party to this Agreement fail to comply with any of the terms
    of this Agreement, and if said failure can be shown to be unintentional and
    a result of an administrative oversight or misunderstanding on the part of
    either party, then this Agreement shall not be deemed abrogated thereby, but
    both parties shall be restored to the position they would have occupied had
    no such administrative oversight occurred.

2.  If the Ceding Company does discover that it did not cede reinsurance on a
    policy it should have reinsured automatically under this Agreement, the
    Ceding Company is required to do an audit of its records sufficient to
    determine if automatic reinsurance was unreported on any other policies.



                                      14.0
<PAGE>
 
ARTICLE 15:  CLAIMS
- -------------------

1.  Notice of Claim.

    Immediate notice of any claim submitted on a policy reinsured hereunder
    shall be given to the Reinsurer after receipt of first information by the
    Ceding Company. Copies of documents bearing on such claim and coverage shall
    be furnished to the Reinsurer as requested. In addition, on any claim
    occurring during the contestable period, the Ceding Company shall furnish
    copies of the application and underwriting papers. Whenever the amount
    reinsured by the Reinsurer exceeds the amount retained by the Ceding
    Company, the Ceding Company shall consult with the Reinsurer prior to
    conceding any liability or making any settlement with the claimant.

2.  Settlement of Claims.

    Except as otherwise hereinafter provided, the Reinsurer shall accept the
    good faith decision of the Ceding Company in settling any claim. Upon
    receipt of the proper proofs and, if requested by the Reinsurer, evidence of
    the Ceding Company having settled with the claimant, the Reinsurer shall
    make one lump sum payment of its net reinsurance liability regardless of the
    method of settlement used by the Ceding Company under its policy or
    policies. In settlement of reinsurance liability for waiver of monthly
    deductions benefits, the Reinsurer shall pay the Ceding Company its
    proportionate share of the gross premium waived annually.

3.  Contested Claims.

    The Ceding Company shall immediately notify the Reinsurer of its intention
    to contest, compromise or litigate a claim involving the insurance. The
    Reinsurer shall notify the Ceding Company of its decision to decline to be a
    party to such contest within fifteen (15) days of the Reinsurer's receipt of
    all documents requested by the Reinsurer in accordance with this Article. In
    such case, the Reinsurer shall pay the full amount of the reinsurance due
    the Ceding Company and shall not be liable for future costs of legal and/or
    investigative expenses incurred subsequent to the date of the Reinsurer's
    notice of declination.

    When the Reinsurer agrees to participate in a contest, compromise or
    litigation involving the insurance, the Ceding Company shall give prompt
    notice of the commencement, or proposed commencement, of any legal
    proceedings in connection therewith. Copies of all documents in connection
    with a lawsuit or notice of intent

                                      15.0
<PAGE>
 
   to file a lawsuit shall be furnished promptly to the Reinsurer. The Reinsurer
   shall accept the Ceding Company's good faith decisions in litigation,
   compromises, or contests.

   The Reinsurer shall share in legal or investigative expenses related to such
   proceedings in the same proportion as its reinsurance liability bears to the
   Ceding Company's liability.

   If the Ceding Company's contest, compromise or litigation results in a
   reduction of its liability, the Reinsurer shall share in the reduction in the
   proportion that the liability of the Reinsurer bore to the amount payable
   under the terms of the policy on the date of death of the insured.

4.  Claim Expense.

    The Reinsurer shall pay its proportionate share of the following expenses
    connected with the litigation or settlement of a claim, provided that such
    expenses are reasonable:

    a.  Investigative expenses such as investigatory reports, attending
        physician's statements, police reports;

    b.  Attorney's fees;

    C.  Penalties and interest imposed automatically by statute against the
        Ceding Company and rising solely out of a judgement rendered against the
        Ceding Company in a suit for policy benefits reinsured hereunder;

    d.  Interest paid to the claimant on death benefit proceeds in accordance
        with the Ceding Company's practices. Reimbursement of interest in excess
        of 9%, unless otherwise dictated by local legislation, shall require
        approval by the Reinsurer.

    The Reinsurer's share of such expenses shall be determined in accordance
    with the same proportions described in paragraph 3 of this Article.

    The following claim expenses shall not be considered items of "net
    reinsurance liability", as referenced in paragraph 2 of this Article, and
    such expenses shall be paid by the Ceding Company:

    a.  Routine  administrative  expenses,  home  office  or elsewhere,
        including salaries of employees of the Company.

                                      15.1
<PAGE>
 
    b.  Expenses incurred in connection with any dispute or contest arising out
        of conflict in claims of entitlement to policy proceeds or benefits
        which the Ceding Company admits are payable.

5.  Extra Contractual Damages.

    The Reinsurer shall not be liable, nor shall any amounts be paid under this
    Agreement or otherwise, for any extra-contractual damages, including but
    not limited to consequential, compensatory, exemplary or punitive damages
    awarded against the Ceding Company or the Ceding Company voluntarily pays in
    settlement of a dispute or claim, where the damages actually awarded are the
    direct or indirect result of any act, omission or course of conduct
    undertaken by the Ceding Company, its agents or representatives in
    connection with any aspect of the insurance reinsured under the Agreement.
    The Reinsurer recognizes that special circumstances may arise under which
    the Reinsurer, in equity, should participate to the extent permitted by law
    in certain assessed damages. These circumstances are difficult to define in
    advance but could include those situations in which the Reinsurer was an
    active party in the act, omission or course of conduct which directly
    results in the assessment of such damages. The extent of such participation
    is dependent upon a good-faith assessment of the relative culpability in
    each case; but all factors being equal, the division of any such assessment
    would generally be in the proportion of the net liability accepted by each
    party.



                                      15.2
<PAGE>
 
ARTICLE 16:  MISSTATEMENT OF AGE OR SEX
- ---------------------------------------

In the event of an increase or reduction in the amount of original insurance
under any policy reinsured hereunder because of an overstatement or
understatement of age or misstatement of sex established after the death of the
insured, the Ceding Company and the Reinsurer shall share in such increase or
reduction in proportion to their respective liabilities under such policy.



                                     16.0
<PAGE>
 
ARTICLE 17:  INSOLVENCY
- -----------------------

1.  All reinsurance under this Agreement shall be payable by the Reinsurer
    directly to the Ceding Company, its liquidator, receiver or statutory
    successor on the basis of the liability of the Ceding Company under the
    policy or policies reinsured without diminution because of the insolvency of
    the Ceding Company. It is understood, however, that in the event of such
    insolvency the liquidator or receiver or statutory successor of the Ceding
    Company shall give written notice of the pendency of a claim against the
    insolvent Ceding Company on the policy reinsured within a reasonable time
    after such claim is filed in the insolvency proceeding. During the pendency
    of such claim, the Reinsurer may investigate such claim and interpose, at
    its own expense, in the proceeding where such claim is to be adjudicated any
    defense which it may deem available to the Ceding Company or its liquidator
    or receiver or statutory successor.

2.  It is further understood that the expense thus incurred by the Reinsurer
    shall be chargeable, subject to court approval, against the insolvent Ceding
    Company as part of the expense of liquidation to the extent of a
    proportionate share of the benefit which may accrue to the Ceding Company
    solely as a result of the defense undertaken by the Reinsurer. Where two or
    more reinsurers are involved in the same claim and a majority in interest
    elect to interpose defense to such claim, the expenses shall be apportioned
    in accordance with the terms of the reinsurance agreement as though such
    expense had been incurred by the Ceding Company.

3.  Any debts or credits, matured or unmatured, liquidated or unliquidated, in
    favor of or against either the Reinsurers or the Ceding Company with
    respect to this agreement or with respect to any other claim of one party
    against the other are deemed mutual debts or credits, as the case may be,
    and will be offset, and only the balance will be allowed or paid.



                                      17.0
<PAGE>
 
ARTICLE 18:  INSPECTION OF RECORDS
- ----------------------------------

The Reinsurer shall have the right at any reasonable time to inspect at the
office of the Ceding Company the original papers, records, books, files and
other documents relating directly or indirectly to the insurance coverage
reinsured under this Agreement.



                                      18.0
<PAGE>
 
ARTICLE 19:  ARBITRATION
- ------------------------

It is understood by both parties hereunder that the wording and interpretation
of this Agreement is based on the usual customs and practices of the insurance
and reinsurance industry. While both parties agree to act in good faith in their
dealings with each other, it is understood and recognized that situations arise
in which an agreement cannot be reached.

In the event that any dispute cannot be resolved to the satisfaction of both
parties, such dispute shall first be subject to good-faith negotiation as
described below in an attempt to resolve such dispute without the need to
institute a formal arbitration proceeding.

1.  Negotiation.   Within ten days after the first written notification of the
    specific dispute has been given to the other party, each party shall appoint
    a designated officer to represent that party with the objective of resolving
    the dispute. The parties shall meet at a mutually agreeable location as
    early as practicable and as often as deemed necessary, in order to gather
    and furnish to the other party all appropriate and relevant information with
    respect to the matter at issue. The officers shall discuss the problem
    and/or negotiate in good faith in an effort to resolve the dispute without
    the necessity of any formal arbitration proceeding. During the course of the
    negotiation, all reasonable requests made by one party to the other for
    information shall be honored in order that each of the parties may be fully
    advised. The specific format for such discussions shall be left to the
    discretion of the designated officers.

    The parties agree that they will submit the dispute to formal arbitration in
    the event that such officers cannot resolve the dispute within thirty days
    of their first meeting. The parties may agree in writing to extend this
    period for an additional thirty days.

2.  Arbitration.  No later than fifteen days after the final meeting, in
    accordance with the negotiation period above, the parties to the negotiation
    process shall give written confirmation to the Ceding Company and the
    Reinsurer of their inability to resolve the dispute and their recommendation
    for establishment of formal arbitration.

    An arbitration panel, consisting of three arbitrators, who must be past or
    present officers of life insurance companies not affiliated in any way with
    the Ceding Company or the Reinsurer, shall settle the dispute.



                                     19.0
<PAGE>
 
Selection of the panel shall be as follows: within thirty days of the written
recommendation of the establishment of formal arbitration procedures, the Ceding
Company and the Reinsurer shall each submit in writing to the other a list of
three candidates for the arbitration panel. The Ceding Company and the Reinsurer
shall each choose one candidate from the other party's list. Should any chosen
candidate decline to participate in the arbitration proceedings, the party which
had named such candidate shall add another name to the list, and the other party
shall again choose an arbitrator from the list. This procedure shall continue
until two arbitrators have been chosen and have agreed to serve.

The two chosen arbitrators shall choose a third from the remaining candidates
set forth on the lists described above. If the two arbitrators cannot agree on
the choice of a third, such choice shall be made by the Chairman of the American
Arbitration Association.

The date and location of the arbitration shall be set by the arbitration panel,
and shall be communicated in writing to the Ceding Company and to the Reinsurer.
In no event will the date of the arbitration occur later than six months after
the choice of the third arbitrator.

No later than thirty days before the date of the arbitration, the Ceding Company
and the Reinsurer shall supply the arbitration panel with a written statement
containing the facts of the dispute, along with any and all applicable evidence
pertaining to the case. The arbitrators shall consider all evidence which they
consider relevant and shall have the authority to request additional evidence or
statements from either party.

Within sixty days after the beginning of the arbitration proceedings, the
arbitrators shall issue a written decision regarding the dispute and a statement
of any award to be paid as a result of that decision. Their decision shall be
based on the terms and conditions of this Agreement as well as the usual customs
and practices of the insurance and reinsurance industry, rather than on strict
interpretation of the law. Their decision shall be final and binding on both
parties and there shall be no further appeal, except that either party may
petition any court having jurisdiction over the parties and the subject matter
as respects the award rendered by the arbitrators.

Unless otherwise decided by the arbitrators, all expenses resulting from the
arbitration, including the fees and expenses of the arbitrators, will be borne
jointly by


                                     19.1
<PAGE>
 
each respective party to this Agreement, except that each party will be
responsible for its own attorneys' fees.



                                     19.2
<PAGE>
 
ARTICLE 20:  PARTIES TO THE AGREEMENT
- -------------------------------------

This is an Agreement for indemnity reinsurance solely between the Ceding
Company and the Reinsurer. The acceptance of reinsurance hereunder shall not
create any right or legal relationship whatever between the Reinsurer and the
insured or any beneficiary under any policies of the Ceding Company which may be
reinsured hereunder.



                                      20.0
<PAGE>
 
ARTICLE 21:  DURATION OF AGREEMENT
- ----------------------------------

The Agreement shall be unlimited in duration, but may be amended at any time by
the written agreement of the two (2) parties and may be terminated as to further
new reinsurance at any time by either party upon ninety (90) days notice in
writing. The Reinsurer shall continue to accept reinsurance during the ninety-
day period aforesaid subject to the payment of reinsurance premiums in
accordance with Article 12. Such termination as to new reinsurance shall not
affect existing reinsurance which shall remain inforce until the termination or
expiry of each reinsurance cession in accordance with the terms and conditions
of this Agreement. The Reinsurer shall not be liable under this Agreement for
any claims or premium refunds which are not reported to the Reinsurer within 180
days following the termination or expiry of all inforce individual cessions
reinsured hereunder.



                                     21.0
<PAGE>
 
ARTICLE 22:  EXPERIENCE REFUND
- ------------------------------

Reinsurance ceded under this Agreement shall not be eligible for an Experience
Refund.



                                     22.0
<PAGE>
 
ARTICLE 23:  RESERVES
- ---------------------

The Reinsurer shall maintain its proportionate share of reserves, excluding
deficiency reserves, if any, held by the Ceding Company which may be required by
state or other regulatory authority for the insurance reinsured under this
Agreement.



                                     23.0
<PAGE>
 
ARTICLE 24:  ENTIRE AGREEMENT
- -----------------------------

This Agreement represents the entire agreement between the Ceding Company and
the Reinsurer and supersedes, with respect to its subject matter, any prior oral
or written agreements between the parties.

No modification or waiver of any provision of this Agreement shall be effective
unless set forth in a written amendment to this Agreement which is executed by
both parties. A waiver shall constitute a waiver only with respect to the
particular circumstances for which it is given and not a waiver of any future
circumstance.



                                      24.0
<PAGE>
 
ARTICLE 25:  REPORTS
- --------------------

1.  Quarterly Policy Reserve Report.  The Ceding Company shall provide the
    Reinsurer with a listing of the mean reserves attributable to the reinsured
    portion of each policy reinsured.

2.  Annual Tax Reserve Report.  Shortly after the close of the year, the Ceding
    Company shall report to the Reinsurer the amount by which the Ceding Company
    will reduce its tax reserve because of the reinsurance ceded under this
    Agreement. The details of the report should conform to the current
    requirements of Internal Revenue Code Section 807.

3.  Annual Inforce Listing.  Shortly after the close of the year, the Ceding
    Company shall furnish the Reinsurer with a listing of all inverse reinsured
    policies, similar in form to the listing shown in Article 4.



                                     25.0
<PAGE>
 
ARTICLE 26:  EXECUTION OF THE AGREEMENT
- ---------------------------------------

In witness whereof the Ceding Company and the Reinsurer have caused this
Agreement to be executed in duplicate by their respective officers duly
authorized to do so.


CHUBB LIFE INSURANCE COMPANY OF AMERICA


- ---------------------------                  ----------------------------
Officer Signature                            Witness


- ---------------------------                  ----------------------------
Title                                        Title


- ---------------------------                  ----------------------------
Date                                         Date

<PAGE>
 
                                                                     Exhibit 11




                              POWERS OF ATTORNEY
<PAGE>
 
                               POWER OF ATTORNEY

The undersigned directors and/or officers of Chubb Life Insurance Company of
America, a New Hampshire corporation (the "Company"), hereby constitute and
appoint Theresa M. Stone, Richard V. Werner and Frederick H. Condon, and each of
them (with full power to each of them to act alone), his or her true and lawful
attorney-in-fact and agent, with full power of substitution to each, for him or
her and on his or her behalf and in his or her name, place and stead, to execute
and file any of the documents referred to below relating to registrations under
the Securities Act of 1933 or the Investment Company Act of 1940 (the "Acts"):
registration statements on any form or forms under the Acts, and any and all
amendments and supplements thereto (including post-effective amendments), with
all exhibits and all agreements, consents, exemptive applications and other
documents and instruments necessary or appropriate in connection therewith, each
of said attorneys-in-fact and agents being empowered to act with or without the
others or other, and to have full power and authority to do or cause to be done
in the name and on behalf of the undersigned each and every act and thing
requisite and necessary or appropriate with respect thereto to be done in and
about the premises in order to effectuate the same, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand, this 8th 
day of December, 1995.


John C. Beck                                 Gertrude G. Michelson           
- -------------------------------              --------------------------------
John C. Beck, Director                       Gertrude G. Michelson, Director


Percy Chubb, III                             Dean R. O'Hare   
- -------------------------------              --------------------------------
Percy Chubb, III, Vice Chairman              Dean R. O'Hare, Chairman
  and Director                                 and Director


Joel J. Cohen                                Warren B. Rudman                   
- -------------------------------              --------------------------------
Joel J. Cohen, Director                      Warren B. Rudman, Director


Henry U. Harder                              David G. Scholey   
- -------------------------------              --------------------------------
Henry U. Harder, Director                    David G. Scholey, Director


David H. Hoag                                Raymond G. Seitz
- -------------------------------              --------------------------------
David H. Hoag, Director                      Raymond G. Seitz, Director


Robert V. Lindsay                            Lawrence M. Small   
- -------------------------------              --------------------------------
Robert V. Lindsay, Director                  Lawrence M. Small, Director


Thomas C. MacAvoy                            Richard D. Wood   
- -------------------------------              --------------------------------
Thomas C. MacAvoy, Director                  Richard D. Wood, Director
<PAGE>
 
                               POWER OF ATTORNEY

The undersigned directors and/or officers of Chubb Life Insurance Company of
America, a New Hampshire corporation (the "Company"), hereby constitute and
appoint Theresa M. Stone, Richard V. Werner and Frederick H. Condon, and each of
them (with full power to each of them to act alone), his or her true and lawful
attorney-in-fact and agent, with full power of substitution to each, for him or
her and on his or her behalf and in his or her name, place and stead, to execute
and file any of the documents referred to below relating to registrations under
the Securities Act of 1933 or the Investment Company Act of 1940 (the "Acts"):
registration statements on any form or forms under the Acts, and any and all
amendments and supplements thereto (including post-effective amendments), with
all exhibits and all agreements, consents, exemptive applications and other
documents and instruments necessary or appropriate in connection therewith, each
of said attorneys-in-fact and agents being empowered to act with or without the
others or other, and to have full power and authority to do or cause to be done
in the name and on behalf of the undersigned each and every act and thing
requisite and necessary or appropriate with respect thereto to be done in and
about the premises in order to effectuate the same, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand, this 8th 
day of December, 1995.


/s/ John C. Beck                             /s/ Gertrude G. Michelson
- -------------------------------              --------------------------------
John C. Beck, Director                       Gertrude G. Michelson, Director


/s/ Percy Chubb, III                         /s/ Dean R. O'Hare
- -------------------------------              --------------------------------
Percy Chubb, III, Vice Chairman              Dean R. O'Hare, Chairman  
  and Director                                 and Director


/s/ Joel J. Cohen                            /s/ Warren B. Rudman
- -------------------------------              --------------------------------
Joel J. Cohen, Director                      Warren B. Rudman, Director


/s/ Henry U. Harder                          /s/ David G. Scholey
- -------------------------------              --------------------------------
Henry U. Harder, Director                    David G. Scholey, Director


/s/ David H. Hoag                            /s/ Raymond G. Seitz
- -------------------------------              --------------------------------
David H. Hoag, Director                      Raymond G. Seitz, Director


/s/ Robert V. Lindsay                        /s/ Lawrence M. Small
- -------------------------------              --------------------------------
Robert V. Lindsay, Director                  Lawrence M. Small, Director


/s/ Thomas C. MacAvoy                        /s/ Richard D. Wood
- -------------------------------              --------------------------------
Thomas C. MacAvoy, Director                  Richard D. Wood, Director
<PAGE>
 
                               POWER OF ATTORNEY

The undersigned directors and/or officers of Chubb Life Insurance Company of
America, a New Hampshire corporation (the "Company"), hereby constitute and
appoint Theresa M. Stone, Richard V. Werner and Frederick H. Condon, and each
of them (with full power for each of them to act alone), his or her true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
him or her and on his or her behalf and in his or her name, place and stead, to
execute and file any of the documents referred to below relating to
registrations under the Securities Act of 1933 or the Investment Company Act of
1940 (the "Acts"): registration statements on any form or forms under the Acts,
and any and all amendments and supplements thereto (including post-effective
amendments), with all exhibits and all agreements, consents, exemptive
applications and other documents and instruments necessary or appropriate in
connection therewith, each of said attorneys-in-fact and agents being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand, this 8th 
day of December, 1995.

/s/ John C. Beck                             /s/ Gertrude G. Michelson
- -------------------------------              --------------------------------
John C. Beck, Director                       Gertrude G. Michelson, Director


/s/ Percy Chubb, III                         /s/ Dean R. O'Hare
- -------------------------------              --------------------------------
Percy Chubb, III, Vice Chairman              Dean R. O'Hare, Chairman
  and Director                                 and Director


/s/ Joel J. Cohen                            /s/ Warren B. Rudman
- -------------------------------              --------------------------------
Joel J. Cohen, Director                      Warren B. Rudman, Director


/s/ Henry U. Harder                          /s/ David G. Scholey
- -------------------------------              --------------------------------
Henry U. Harder, Director                    David G. Scholey, Director


/s/ David H. Hoag                            /s/ Raymond G. Seitz
- -------------------------------              --------------------------------
David H. Hoag, Director                      Raymond G. Seitz, Director


/s/ Robert V. Lindsay                        /s/ Lawrence M. Small
- -------------------------------              --------------------------------
Robert V. Lindsay, Director                  Lawrence M. Small, Director


/s/ Thomas C. MacAvoy                        /s/ Richard D. Wood
- -------------------------------              --------------------------------
Thomas C. MacAvoy, Director                  Richard D. Wood, Director
<PAGE>
 
                               POWER OF ATTORNEY

The undersigned directors and/or officers of Chubb Life Insurance Company of
America, a New Hampshire corporation (the "Company"), hereby constitute and
appoint Theresa M. Stone, Richard V. Werner and Frederick H. Condon, and each
of them (with full power to each of them to act alone), his or her true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
him or her and on his or her behalf and in his or her name, place and stead, to
execute and file any of the documents referred to below relating to
registrations under the Securities Act of 1933 or the Investment Company Act of
1940 (the "Acts"): registration statements on any form or forms under the Acts,
and any and all amendments and supplements thereto (including post-effective
amendments), with all exhibits and all agreements, consents, exemptive
applications and other documents and instruments necessary or appropriate in
connection therewith, each of said attorneys-in-fact and agents being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.
 
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand, this 8th 
day of December, 1995.


/s/ John C. Beck                             /s/ Gertrude G. Michelson
- -------------------------------              --------------------------------
John C. Beck, Director                       Gertrude G. Michelson, Director


/s/ Percy Chubb, III                         /s/ Dean R. O'Hare
- -------------------------------              --------------------------------
Percy Chubb, III, Vice Chairman              Dean R. O'Hare, Chairman
  and Director                                 and Director


/s/ Joel J. Cohen                            /s/ Warren B. Rudman
- -------------------------------              --------------------------------
Joel J. Cohen, Director                      Warren B. Rudman, Director


/s/ Henry U. Harder                          /s/ David G. Scholey
- -------------------------------              --------------------------------
Henry U. Harder, Director                    David G. Scholey, Director


/s/ David H. Hoag                            /s/ Raymond G. Seitz
- -------------------------------              --------------------------------
David H. Hoag, Director                      Raymond G. Seitz, Director


/s/ Robert V. Lindsay                        /s/ Lawrence M. Small
- -------------------------------              --------------------------------
Robert V. Lindsay, Director                  Lawrence M. Small, Director


/s/ Thomas C. MacAvoy                        /s/ Richard D. Wood
- -------------------------------              --------------------------------
Thomas C. MacAvoy, Director                  Richard D. Wood, Director
<PAGE>
 
                               POWER OF ATTORNEY

The undersigned directors and/or officers of Chubb Life Insurance Company of
America, a New Hampshire corporation (the "Company"), hereby constitute and
appoint Theresa M. Stone, Richard V. Werner and Frederick H. Condon, and each
of them (with full power for each of them to act alone), his or her true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
him or her and on his or her behalf and in his or her name, place and stead, to
execute and file any of the documents referred to below relating to
registrations under the Securities Act of 1933 or the Investment Company Act of
1940 (the "Acts"): registration statements on any form or forms under the Acts,
and any and all amendments and supplements thereto (including post-effective
amendments), with all exhibits and all agreements, consents, exemptive
applications and other documents and instruments necessary or appropriate in
connection therewith, each of said attorneys-in-fact and agents being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned each and
every act and thing requisite and necessary or appropriate with respect thereto
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand, this 8th
day of December, 1995.


/s/ John C. Beck                             /s/ Gertrude G. Michelson
- -------------------------------              --------------------------------
John C. Beck, Director                       Gertrude G. Michelson, Director


/s/ Percy Chubb, III                         /s/ Dean R. O'Hare
- -------------------------------              --------------------------------
Percy Chubb, III, Vice Chairman              Dean R. O'Hare, Chairman
  and Director                                 and Director


/s/ Joel J. Cohen                            /s/ Warren B. Rudman
- -------------------------------              --------------------------------
Joel J. Cohen, Director                      Warren B. Rudman, Director


/s/ Henry U. Harder                          /s/ David G. Scholey
- -------------------------------              --------------------------------
Henry U. Harder, Director                    David G. Scholey, Director


/s/ David H. Hoag                            /s/ Raymond G. Seitz 
- -------------------------------              --------------------------------
David H. Hoag, Director                      Raymond G. Seitz, Director


/s/ Robert V. Lindsay                        /s/ Lawrence M. Small
- -------------------------------              --------------------------------
Robert V. Lindsay, Director                  Lawrence M. Small, Director


/s/ Thomas C. MacAvoy                        /s/ Richard D. Wood
- -------------------------------              --------------------------------
Thomas C. MacAvoy, Director                  Richard D. Wood, Director

<PAGE>
 
                                                                      Exhibit 12






                       MEMORANDUM REGARDING RELIANCE ON
                            ORDER OF THE COMMISSION
<PAGE>
 
[LETTERHEAD OF CHUBB LIFE AMERICA LOGO APPEARS HERE]




                 MEMORANDUM REGARDING RELIANCE ON ORDER OF THE
                      SECURITIES AND EXCHANGE COMMISSION


Registrant, in deducting from premium payments what is commonly referred to as a
"DAC tax" charge, will rely on the order of exemption from Section 27(c)(2) of
the 1940 Act, and Rule 6e-3(T)(b)(13) and (c)(4) thereunder, granted on
August 10, 1994 to Chubb Life Insurance Company of America ("Chubb Life") and
its Chubb Separate Account C; which order also granted relief to certain future
policies and separate accounts, including those established by life insurance
companies affiliated with Chubb Life. (See Investment Company Act Release No.
20471; File No. 812-8720.)




                                                 /s/ Kurt W. Bernlohr
                                                 Kurt W. Bernlohr
                                                 Assistant Counsel





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