CM MULTI ACCOUNT A, N-4 EL, 1995-08-09

CM MULTI ACCOUNT A
N-4 EL, 1995-08-09

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File Nos. 33-_____
811-8698
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ____ [ ]
Post-Effective Amendment No. ____ [ ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [ ]
Amendment No. 4 [X]
(Check appropriate box or boxes)

C.M. Multi-Account A
____________________
(Exact Name of Registrant)

C.M. LIFE INSURANCE COMPANY
___________________________
(Name of Depositor)

140 Garden Street, Hartford, Connecticut 06154
________________________________________ __________
(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code (203) 987-6500
______________

Name and Address of Agent for Service
_____________________________________
Katherine McG. Sullivan
Senior Vice President and General Counsel
C.M. Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154

Copies to:
and Michael Chong, Assistant General
Judith A. Hasenauer Counsel
Blazzard, Grodd & Hasenauer, P.C. C.M. Life Insurance Company
P.O. Box 5108 140 Garden Street
Westport, Connecticut 06881 Hartford, Connecticut 06154
(203) 226-7866 (203) 987-8211

Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Filing.

Calculation of Registration Fee under the Securities Act of 1933:
$500 - Registrant is registering an indefinite number of securities under
the Securities Act of 1933 pursuant to Investment Company Act Rule 24f-2.
<PAGE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.

<PAGE>

<TABLE>
<CAPTION>
CROSS REFERENCE SHEET
(required by Rule 495)

Item No. Location
- -------- ----------------------
<S> <C> <C>
PART A

Item 1. Cover Page................................... Cover Page

Item 2. Definitions.................................. Definitions

Item 3. Synopsis..................................... Highlights

Item 4. Condensed Financial Information.............. Not Applicable

Item 5. General Description of Registrant,
Depositor, and Portfolio Companies........... The Company; The
Separate Account;
Insurance Investment
Products Trust

Item 6. Deductions and Expenses...................... Charges and
Deductions

Item 7. General Description of Variable
Annuity Contracts............................ The Contracts

Item 8. Annuity Period............................... Annuity Provisions

Item 9. Death Benefit................................ Proceeds Payable on
Death

Item 10. Purchases and Contract Value................. Purchase Payments
and Contract Value

Item 11. Redemptions.................................. Withdrawals

Item 12. Taxes........................................ Tax Status

Item 13. Legal Proceedings............................ Legal Proceedings

Item 14. Table of Contents of the Statement
of Additional Information.................... Table of Contents of
the Statement of
Additional Information
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
CROSS REFERENCE SHEET CONT'D
(required by Rule 495)

PART B
<S> <C> <C>

Item 15. Cover Page.................................... Cover Page

Item 16. Table of Contents............................. Table of Contents

Item 17. General Information and History............... The Company

Item 18. Services...................................... Not Applicable

Item 19. Purchase of Securities Being Offered.......... Not Applicable

Item 20. Underwriters.................................. Distributor

Item 21. Calculation of Performance Data............... Performance
Information

Item 22. Annuity Payments.............................. Annuity Provisions

Item 23. Financial Statements.......................... Financial Statements

PART C
</TABLE>

Information required to be included in Part C is set forth under the
appropriate Item so numbered in Part C to this Registration Statement.

<PAGE>
PART A

<PAGE>
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS
WITH FLEXIBLE PURCHASE PAYMENTS
ISSUED BY
C.M. MULTI-ACCOUNT A
AND
C.M. LIFE INSURANCE COMPANY
140 GARDEN STREET, HARTFORD, CONNECTICUT 06154, (203) 987-6500

ANNUITY SERVICE CENTER
P.O. BOX XXXXX, KANSAS CITY, MO 64141, (800)XXX-XXX
OR
301 WEST 11TH STREET, FOURTH FLOOR, KANSAS CITY, MO 64105

The Individual Deferred Variable Annuity Contracts with Flexible Purchase
Payments (the "Contracts") described in this Prospectus provide for
accumulation of Contract Values and payment of annuity payments on a fixed and
variable basis. The Contracts are designed for use by individuals in
retirement plans on a Qualified or Non-Qualified basis. The minimum initial
Purchase Payment is $5,000 for Non-Qualified Contracts and $2,000 for
Qualified Contracts. (See Definitions on Page __.)

Purchase Payments for the Contracts will be allocated as specified by the
Contract Holder, to the Fixed Account and/or a segregated investment account
of C.M. Life Insurance Company (the "Company"). Under certain circumstances,
however, Purchase Payments may initially be allocated to the Money Market
Sub-Account of the Separate Account during the Right to Examine Contract
Period. (See "Highlights" on Page __.) The Company has established a
Guaranteed Minimum Rate of interest to be credited to amounts allocated to the
Fixed Account. The segregated investment account has been designated C.M.
Multi-Account A (the "Separate Account"). The Separate Account invests in
shares of Connecticut Mutual Financial Services Series Fund I, Inc. (CMFS
Series Fund I) (see "Connecticut Mutual Financial Services Series Fund I,
Inc." on Page __). CMFS Series Fund I is a series fund with nine (9)
Portfolios currently available: Money Market Portfolio, Government Securities
Portfolio, Income Portfolio, LifeSpan Diversified Income Portfolio, Total
Return Portfolio, LifeSpan Balanced Portfolio, LifeSpan Capital Appreciation
Portfolio, Growth Portfolio, and International Equities Portfolio.

This Prospectus and the Statement of Additional Information generally describe
only the Contract and the Separate Account, except when the Fixed Account is
specifically mentioned.

This Prospectus concisely sets forth the information a prospective investor
should know before investing. Additional information about the Contracts is
contained in the Statement of Additional Information which is available at no
charge. The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents of the Statement of Additional Information can be found
on Page __ of this Prospectus. For the Statement of Additional Information,
call (800) 439-7744 or write to: Connecticut Mutual Financial Services, LLC,
140 Garden Street, Hartford, Connecticut 06154 or call toll free at (800)
XXX-XXXX.

<PAGE>
ANY INQUIRIES CAN BE MADE BY TELEPHONE OR IN WRITING TO C.M. LIFE INSURANCE
COMPANY AT ITS ANNUITY SERVICE CENTER.

This Prospectus and the Statement of Additional Information are dated ____,
1995.

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

THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY FINANCIAL INSTITUTION AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
INVESTMENT IN THE CONTRACTS IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF
THE CONTRACT OWNER'S INVESTMENT TO FLUCTUATE, AND WHEN THE CONTRACTS ARE
SURRENDERED, THE VALUE MAY BE HIGHER OR LOWER THAN THE PURCHASE PAYMENT.

This Prospectus should be kept for future reference.

<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS

Page
----
<S> <C>
DEFINITIONS
HIGHLIGHTS
FEE TABLE
THE COMPANY
THE SEPARATE ACCOUNT
Connecticut Mutual Financial Services Series Fund I, Inc.
Voting Rights
Substitution of Securities
THE FIXED ACCOUNT
CHARGES AND DEDUCTIONS
Deduction for Mortality and Expense Risk Charge
Deduction for Administrative Charge
Deduction for Annual Contract Maintenance Charge
Deduction for Premium and Other Taxes
Deduction for Trust Expenses
Deduction for Transfer Fee
Deduction for Contingent Deferred Sales Charge
Free Withdrawal Amount
THE CONTRACTS
Contract Owner
Joint Contract Owners
Annuitant
Assignment
PURCHASE PAYMENTS AND CONTRACT VALUE
Purchase Payments
Allocation of Purchase Payments
Contract Value
Accumulation Units
Accumulation Unit Value
TRANSFERS
Transfers During the Accumulation Period
Transfers During the Annuity Period
Dollar Cost Averaging
Rebalancing Program
WITHDRAWALS
Systematic Withdrawals
Suspension or Deferral of Payments
Terminal Illness Benefit
PROCEEDS PAYABLE ON DEATH
Death of Contract Owner During the Accumulation Period
Death Benefit Amount During the Accumulation Period
Death Benefit Options During the Accumulation Period
Death of Contract Owner During the Annuity Period
Death of Annuitant
Payment of Death Benefit
Beneficiary
<PAGE>
Change of Beneficiary
ANNUITY PROVISIONS
Annuity Guidelines
Annuity Payments
Fixed Annuity
Variable Annuity
Annuity Units and Payments
Annuity Unit Value
Annuity Options
DISTRIBUTION
PERFORMANCE INFORMATION
Money Market Sub-Account
Other Sub-Accounts
TAX STATUS
General
Diversification
Multiple Contracts
Tax Treatment of Assignments
Income Tax Withholding
Tax Treatment of Withdrawals - Non-Qualified Contracts
Qualified Plans
H.R. 10 Plans
Individual Retirement Annuities
Corporate Pension and Profit-Sharing Plans
Section 457 Deferred Compensation (Section 457") Plans
Tax Treatment of Withdrawals - Qualified Contracts
Contracts Owned by Other Than Natural Persons
FINANCIAL STATEMENTS
LEGAL PROCEEDINGS
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
</TABLE>

<PAGE>
DEFINITIONS

ACCUMULATION PERIOD: The period prior to the commencement of Annuity Payments
during which Purchase Payments may be made.

ACCUMULATION UNIT: A unit of measure used to determine the value of the
Contract Owner's interest in a Sub-Account of the Separate Account during the
Accumulation Period.

AGE: The age of any Contract Owner or Annuitant on his/her birthday nearest
the date for which age is being determined. For purposes of contract
issuance, age shall be considered that which was achieved on the Contract
Owner's or Annuitant's last birthday.

ANNUITANT: The primary person upon whose life Annuity Payments are to be
made. For purposes of applicable Contract provisions, on or after the Annuity
Date, reference to the Annuitant also includes any joint Annuitant.

ANNUITY DATE: The date on which Annuity Payments begin.

ANNUITY PAYMENTS: The series of payments that will begin on the Annuity Date.

ANNUITY OPTIONS: Options available for Annuity Payments.

ANNUITY PERIOD: The period which begins on the Annuity Date and ends with the
last Annuity Payment.

ANNUITY RESERVE: The assets which support a variable Annuity Option during
the Annuity Period.

ANNUITY SERVICE CENTER: The office indicated on the Cover Page of this
Prospectus to which notices, requests and Purchase Payments must be sent. All
sums payable by the Company under a Contract are payable only at the Annuity
Service Center.

ANNUITY UNIT: A unit of measure used to determine the amount of each Variable
Annuity Payment after the Annuity Date.

BENEFICIARY: The person(s) or entity(ies) designated to receive the death
benefit provided by the Contract.

CONTRACT ANNIVERSARY: An anniversary of the Issue Date of the Contract.

CONTRACT OWNER: The person(s) or entity(ies) entitled to the ownership rights
stated in the Contract.

CONTRACT VALUE: The sum of the Contract Owner's interest in the Fixed Account
and/or the Sub-Accounts of the Separate Account during the Accumulation
Period.

<PAGE>
CONTRACT YEAR: The first Contract Year is the annual period which begins on
the Issue Date. Subsequent Contract Years begin on each anniversary of the
Issue Date.

FIXED ACCOUNT: An investment option within the General Account which may be
selected during the Accumulation Period.

FIXED ANNUITY: A series of payments made during the Annuity Period which are
guaranteed as to dollar amount by the Company.

FUND: Connecticut Mutual Financial Services Series Fund I, Inc. (CMFS Series
Fund I).

GENERAL ACCOUNT: The Company's general investment account which contains all
the assets of the Company with the exception of the Separate Account and other
segregated asset accounts.

ISSUE DATE: The date on which the Contract became effective.

NON-QUALIFIED CONTRACTS: Contracts issued under Non-Qualified Plans which do
not receive favorable tax treatment under Sections 401, 408 or 457 of the
Internal Revenue Code of 1986, as amended (the "Code").

PREMIUM TAX: A tax imposed by certain states and other jurisdictions when a
Purchase Payment is made, when Annuity Payments begin, or when a Contract is
surrendered.

PURCHASE PAYMENT: During the Accumulation Period, a payment made by or on
behalf of a Contract Owner with respect to the Contract.

QUALIFIED CONTRACTS: Contracts issued under Qualified Plans which receive
favorable tax treatment under Sections 401, 408, or 457 of the Code.

SEPARATE ACCOUNT: The Company's Separate Account designated as C.M.
Multi-Account A.

SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts. Assets of
each Sub-Account will be invested in shares of an available funding vehicle or
a portfolio of an available funding vehicle. Currently, the only funding
vehicle available for the Contracts offered hereby is the CMFS Series Fund I.

VALUATION DATE: Each day on which the Company, the New York Stock Exchange
("NYSE") and the Fund are open for business. See the Prospectus for CMFS
Series Fund I.

VALUATION PERIOD: The period of time beginning at the close of business of
the NYSE on each Valuation Date and ending at the close of business for the
next succeeding Valuation Date.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified Sub-Accounts of the
Separate Account.

<PAGE>
WRITTEN REQUEST: A request or notice in writing, in a form satisfactory to
the Company, which is received by the Annuity Service Center.

<PAGE>
HIGHLIGHTS

GENERAL

A Contract Owner may elect to have Purchase Payments allocated to a
segregated investment account of C.M. Life Insurance Company (the "Company")
which account has been designated C.M. Multi-Account A (the "Separate
Account") or to the Fixed Account of the Company. The Company guarantees that
it will credit a specified minimum interest rate on amounts allocated to the
Fixed Account. Under certain circumstances, however, Purchase Payments may
initially be allocated to the Money Market Sub-Account of the Separate Account
(see below). The Separate Account invests in shares of CMFS Series Fund I
(See "Connecticut Mutual Financial Services Series Fund I, Inc." on Page __).
Contract Owner(s) bear the investment risk for all amounts allocated to the
Separate Account.

RIGHT TO EXAMINE CONTRACT

The Contract may be returned to the Company for any reason within ten (10)
calendar days (or twenty (20) calendar days of the date of receipt with
respect to the circumstances described in (c) below) after its receipt by the
Contract Owner ("Right to Examine Contract"). It may be returned to the
Company at its Annuity Service Center. When the Contract is received at the
Annuity Service Center, it will be voided as if it had never been in force.
Upon its return, the Company will refund the Contract Value next computed
after receipt of the Contract by the Company at its Annuity Service Center
except in the following circumstances in which the Company will refund the
greater of Purchase Payments, less any withdrawals, or the Contract Value: (a)
where the Contract is purchased pursuant to an Individual Retirement Annuity;
(b) in those states which require the Company to refund Purchase Payments,
less withdrawals; or (c) in the case of Contracts (including Contracts
purchased pursuant to an Individual Retirement Annuity) which are deemed by
certain states to be replacing an existing annuity or insurance contract and
which require the Company to refund Purchase Payments, less withdrawals.

With respect to the circumstances described in (a), (b) and (c) above, the
Company will allocate initial Purchase Payments to the Money Market
Sub-Account until the expiration of fifteen (15) days from the Issue Date (or
twenty-five (25) days in the case of Contracts described under (c) above).
Upon the expiration of such fifteen (15) day period (or twenty-five (25) day
period respectively), the Sub-Account value of the Money Market Sub-Account
will be allocated to the Separate Account and/or Fixed Account in accordance
with any previous election made by the Contract Owner.

CHARGES AND DEDUCTIONS

MORTALITY AND EXPENSE RISK CHARGE. Each Valuation Period, the Company
deducts a Mortality and Expense Risk Charge which is equal, on an annual
basis, to 1.25% of the average daily net asset value of the Separate Account.
This charge compensates the Company for assuming the mortality and expense
risks under the Contracts. (See "Charges and Deductions - Deduction for
Mortality and Expense Risk Charge" on Page ___.)

<PAGE>
ADMINISTRATIVE CHARGE. Each Valuation Period, the Company deducts an
Administrative Charge which is currently equal, on an annual basis, to .15% of
the average daily net asset value of the Separate Account. This charge may be
increased but it cannot exceed .25% of the average daily net asset value of
the Separate Account. This charge compensates the Company for costs associated
with the administration of the Contracts and the Separate Account. (See
"Charges and Deductions - Deduction for Administrative Charge" on Page __.)

WITHDRAWALS. During the Accumulation Period, the Contract Owner may, upon
Written Request, make a total or partial withdrawal of Contract Value.
Withdrawals may be subject to a Contingent Deferred Sales Charge. (See
"Withdrawals" on Page __.)

CONTINGENT DEFERRED SALES CHARGE. The Company does not deduct a sales
charge when it receives a Purchase Payment. However, if any part of Contract
Value is withdrawn, a Contingent Deferred Sales Charge may be assessed by the
Company. Subject to the Free Withdrawal Amount described below, Contract
withdrawals derived from a Purchase Payment deposited with the Company for a
period of seven years or less will be subject to a Contingent Deferred Sale
Charge ranging from 7% to 1%.

FREE WITHDRAWAL AMOUNT. A Contract Owner may generally withdraw up to
the greater of 10% of Purchase Payments of Contract Value each Contract Year
or the amount of positive investment results attributable to Purchase Payments
up to the date of the withdrawal without assessment of the Contingent Deferred
Sales Charge.

ANNUAL CONTRACT MAINTENANCE CHARGE. Currently, there is an Annual
Contract Maintenance Charge of $30 deducted on the last day of the Contract
Year. This charge may be increased but it cannot exceed $60 per Contract
Year. In the event of an increase, the Company will give Contract Owners 90
days prior notice of the increase. However, if the Contract Value on the last
day of the Contract Year is at least $100,000, then no Annual Contract
Maintenance Charge will be deducted. If a total withdrawal is made on other
than the last day of the Contract Year and the Contract Value for the
Valuation Period during which the total withdrawal is made is less than
$100,000, the full Annual Contract Maintenance Charge will be deducted at the
time of the total withdrawal. The Annual Contract Maintenance Charge will be
deducted from the Sub-Accounts and the Fixed Account in the same proportion
that the amount of the Contract Value in each Sub-Account and the Fixed
Account bears to the total Contract Value. If the Annuity Date is not the
last day of the Contract Year, then a pro-rata portion of the Annual Contract
Maintenance Charge will be deducted on the Annuity Date. During the Annuity
Period, the Annual Contract Maintenance Charge will be deducted pro-rata from
Annuity Payments regardless of Contract size and will result in a reduction of
each Annuity Payment.

PREMIUM TAXES. Premium Taxes may be charged against Purchase Payments or
Contract Values. (See "Charges and Deductions - Deduction for Premium and
Other Taxes" on Page __.) The Company currently intends to advance any
Premium Taxes that may be due at the time Purchase Payments are made and then
deduct a charge for such Premium Taxes from a Contract Owner's Contract Value
at the time Annuity Payments begin or upon a total withdrawal if the Company
<PAGE>
is unable to obtain a refund. Premium taxes generally range from 0% to 3.5%.

TRANSFER FEE. Under certain circumstances, a Transfer Fee may be
assessed during the Accumulation Period when a Contract Owner makes a transfer
from the Fixed Account or any Sub-Account to another Sub-Account or the Fixed
Account. In addition, a Transfer Fee may be assessed during the Annuity
Period when a Contract Owner makes a transfer from one Sub-Account to another
Sub-Account or from a Sub-Account to the General Account. (See "Charges and
Deductions - Deduction for Transfer Fee" on Page __.)

FEDERAL INCOME TAX PENALTY

There is a ten percent (10%) federal income tax penalty applied to the income
portion of any distribution from Non-Qualified Contracts. However, the
penalty is not imposed on amounts received: (a) after the taxpayer reaches age
59 1/2; (b) after the death of the Contract Owner; (c) if the taxpayer is
totally disabled (for this purpose disability is as defined in Section
72(m)(7) of the Code); (d) in a series of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer and his or her Beneficiary; (e) under an immediate
annuity; or (f) which are allocable to purchase payments made prior to August
14, 1982. For federal income tax purposes, withdrawals are deemed to be on a
last-in, first-out basis. Separate tax withdrawal penalties and restrictions
apply to Qualified Contracts. (See "Tax Status - Tax Treatment of Withdrawals
- - Qualified Contracts" on Page __.) For a further discussion of the taxation
of the Contracts, see "Tax Status" on Page __.

See "Tax Status - Diversification" for a discussion of owner control of the
underlying investments in a variable annuity contract.

THE CONTRACT

TRANSFERS. Subject to certain conditions, Contract Owners may make
unlimited transfers between Sub-Accounts and/or the Fixed Account during the
Accumulation Period and 6 transfers per calendar year during the Annuity
Period. A transfer from the Fixed Account is limited each Contract Year to
the greater of thirty percent (30%) of the Contract Owner's Contract Value
determined as of the last day of the previous Contract Year allocated to the
Fixed Account or $30,000. In addition, a ninety (90) day restriction exists
for certain types of transfers involving the Fixed Account or the Money Market
Sub-Account. The Company reserves the right to further limit the number of
transfers in the future. The Contract provides for twelve (12) free transfers
per calendar year during the Accumulation Period and six (6) free transfers
per calendar year during the Annuity Period. Transfers made in excess of the
number of free transfers will result in the imposition of the Transfer fee.
During the Annuity Period, the Contract Owner may, once each Contract Year,
make a transfer from one or more Sub-Accounts to the General Account. However,
transfers cannot be made from the General Account to the Separate Account
during the Annuity Period. (See "Transfers" on Page __.)

<PAGE>
DEATH BENEFIT. Prior to the Contract Owner, or the oldest Joint Contract
Owner, or the Annuitant, if the Owner is a non-natural person, attaining age
75, the death benefit during the Accumulation Period will be at least equal to
the Purchase Payments, less any withdrawals including any applicable charges.
(See "Proceeds Payable on Death" on Page __ for an additional discussion.)

ANNUITY OPTIONS. There are six (6) Annuity Options available for the
Contract Owner to choose from. The Contract Owner may elect to have the
Contract Value applied to provide a Variable Annuity, a Fixed Annuity, or a
combination Fixed and Variable Annuity. (See "Annuity Provisions" on Page __
for a further discussion.)

MAXIMUM ISSUE AGES. The maximum issue age is 85. This restriction
applies at the time of Contract issue and upon any change in Contract Owner or
Annuitant during the Accumulation Period and applies to both the Contract
Owner and the Annuitant. For Joint Owners all provisions which are based upon
age, including the maximum issue age, are based on the age of the older of the
Joint Owners. If the Contract is owned by a non-natural person, the Contract
Owner shall mean Annuitant.

C.M. MULTI-ACCOUNT A FEE TABLE (see Note 1 Below)

<TABLE>
<CAPTION>
CONTRACT OWNER TRANSACTION EXPENSES

<S> <C>
Transfer Fee (see Note 3 No charge is imposed for the
below) first 12 transfers in a calendar
year during the Accumulation
Period; thereafter the fee is the
lesser of $20 or 2% of the amount
transferred. Only 6 transfers in a
calendar year are permitted during
the Annuity Period and there is no fee
for those 6 transfers.

Sales Load on Purchases $0

Maximum Contingent Deferred Sales 7%
Charge
Computed on Amounts Withdrawn
(as a percentage of Contract
Owner's Purchase Payment.)
(see Note 2 below)

Annual Contract Maintenance 30 per Contract per Contract
Charge (see Note 4 below) Year.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

<S> <C>
Mortality and Expense Risk Charge 1.25%
Administrative Charge 0.15%
-----
Total Separate Account Annual Expenses 1.40%
</TABLE>

<TABLE>
<CAPTION>
CMFS SERIES FUND I'S ANNUAL EXPENSES FOR 1995
(as a percentage of the average net assets of a Portfolio)

Total Fund
Management Fees Other Expenses Operating Expenses
---------------- --------------- -------------------
<S> <C> <C> <C>
Money Market Portfolio 0.500% 0.080% 0.58%
Government Securities Portfolio 0.625% 0.225% 0.85%
Income Portfolio 0.625% 0.055% 0.68%
LifeSpan Diversified Income Portfolio 0.750% 0.XXX% X.XX%
Total Return 0.533% 0.027% 0.56%
LifeSpan Balanced Portfolio 0.850% 0.XXX% X.XX%
LifeSpan Capital Appreciation 0.750% 0.XXX% X.XX%
Portfolio
Growth Portfolio 0.625% 0.045% 0.67%
International Equities Portfolio 0.927% 0.353% 1.28%
</TABLE>

(See the Prospectus for CMFS Fund I, Inc. for more information.)

EXAMPLES

A Contract Owner would pay the following expenses on a $1,000 investment,
assuming the entire Contract Value is allocated to the Separate Account,
assuming a 5% annual return on assets, assuming that the same Portfolio
expenses as shown above remain the same for the periods shown in the examples,
and assuming the Contract is fully surrendered at the end of each time
period.

Time Periods
1 year 3 years
------- --------
<S> <C> <C>
Money Market Portfolio $ __ $ __
Government Securities Portfolio $ __ $ __
Income Portfolio $ __ $ __
LifeSpan Diversified Income Portfolio $ __ $ __
Total Return Portfolio $ __ $ __
LifeSpan Balanced Portfolio $ __ $ __
LifeSpan Capital Appreciation Portfolio $ __ $ __
Growth Portfolio $ __ $ __
International Equities Portfolio $ __ $ __
</TABLE>

Contract Owner would pay the following expenses assuming either 1) the
Contract is not surrendered at the end of each time period, or 2) the Contract
is annuitized at the end of each time period.

NOTES TO FEE TABLE AND EXAMPLES

1. The purpose of the Fee Table is to assist Contract Owners in
understanding the various costs and expenses that a Contract Owner will incur
directly or indirectly. The Examples assume an average Contract Value of
$35,000. The Fee Table reflects expenses of the Separate Account as well as
the Portfolios of the CMFS Series Fund I. For additional information, see
"Charges and Deductions" in this Prospectus and the Prospectus for CMFS Series
Fund I.

<PAGE>
2. A portion of a Contract Owner's Contract Value may be withdrawn each
Contract Year without the assessment of a Contingent Deferred Sales Charge
(see "Free Withdrawal Amount" on Page __). After a Purchase Payment has been
held by the Company for seven years such Purchase Payment, may be withdrawn
without assessment of the Contingent Deferred Sales Charge. Under certain
circumstances, in the event of a terminal illness Contract Value may be
withdrawn without the assessment of a Contingent Deferred Sales Charge (see
"Terminal Illness Benefit" on Page __.) In addition, a Contingent Deferred
Sales Charge is not assessed against the payment of a death benefit.

3. Transfers made by the Company at the end of the Right to Examine
Contract period will not be counted in determining the application of the
Transfer Fee. All transfers made during a Valuation Period are deemed to be
one transfer. Currently, transfers made under the following circumstances
will not be counted in determining the application of the Transfer Fee: (i)
transfers made in conjunction with an approved dollar cost averaging program;
and (ii) transfers made in conjunction with the Rebalancing Program. (See
"Charges and Deductions - Deduction for Transfer Fee" on Page __ and "Dollar
Cost Averaging" on Page __ and "Rebalancing Program" on Page __.)

4. Currently, the Annual Contract Maintenance Charge is $30 each Contract
Year and is deducted on the last day of the Contract Year. This charge may be
increased but it will not exceed $60 per Contract Year. In the event of an
increase, the Company will give Contract Owners 90 days prior notice of the
increase. However, if the Contract Value on the last day of the Contract Year
is at least $100,000, then no Annual Contract Maintenance Charge will be
deducted. If a total withdrawal is made on other than the last day of the
Contract Year and the Contract Value for the Valuation Period during which the
total withdrawal is made is less than $100,000, the full Annual Contract
Maintenance Charge will be deducted at the time of the total withdrawal. The
Annual Contract Maintenance Charge will be deducted from the Fixed Account and
Sub-Accounts in the same proportion that the amount of the Contract Value in
each Sub-Account and the Fixed Account bears to the total Contract Value. If
the Annuity Date is not the last day of the Contract Year and the Contract
Value on the Annuity Date is less than $100,000, then a pro-rata portion of
the Annual Contract Maintenance Charge will be deducted on the Annuity Date.
During the Annuity Period, the Annual Contract Maintenance Charge will be
deducted pro-rata from Annuity Payments regardless of Contract size and will
result in a reduction of each Annuity Payment. (See "Charges and Deductions -
Deduction for Annual Contract Maintenance Charge" on Page __.) The examples
reflect the $30 Annual Contract Maintenance Fee as an annual charge of
_______% of assets, based on an anticipated average Contract Value of $35,000.

5. Premium Taxes are not reflected. Premium taxes may apply. (See
"Charges and Deductions - Deduction for Premium and Other Taxes" on Page __.)

6. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
THE COMPANY

C.M. Life Insurance Company (the "Company"), 140 Garden Street, Hartford,
Connecticut 06154, is a stock life insurance company. It was chartered by a
special Act of the Connecticut General Assembly on April 25, 1980. It is
principally engaged in the sale of life insurance and annuities, and is
licensed in all states except New York. The Company is a wholly-owned
subsidiary of Connecticut Mutual Life Insurance Company ("Connecticut
Mutual"), the sixth oldest life insurance company in the United States, and
the first life insurance company formed in Connecticut. Connecticut Mutual
was chartered by a special Act of the Connecticut General Assembly in 1846,
and has continuously engaged in the insurance business since that time.

THE SEPARATE ACCOUNT

The Board of Directors of the Company adopted a resolution to establish a
segregated asset account pursuant to Connecticut insurance law on August 3,
1994. This segregated asset account has been designated C.M. Multi-Account A
(the "Separate Account"). The Company has caused the Separate Account to be
registered with the Securities and Exchange Commission as a unit investment
trust pursuant to the provisions of the Investment Company Act of 1940, as
amended.

The assets of the Separate Account are the property of the Company. However,
the assets of the Separate Account, equal to the reserves and other contract
liabilities with respect to the Separate Account, are not chargeable with
liabilities arising out of any other business the Company may conduct.
Income, gains and losses, whether or not realized, are, in accordance with the
Contracts, credited to or charged against the Separate Account without regard
to other income, gains or losses of the Company. The Company's obligations
arising under the Contracts are general obligations.

The Separate Account meets the definition of a "separate account" under
federal securities laws.

The Separate Account is divided into Sub-Accounts, with the assets of each
Sub-Account invested in one Portfolio of Connecticut Mutual Financial Services
Series Fund I, Inc. There is no assurance that the investment objectives of
any of the Portfolios will be met. Contract Owners bear the complete
investment risk for Purchase Payments allocated to a Sub-Account. Contract
Values will fluctuate in accordance with the investment performance of the
Sub-Accounts to which Purchase Payments are allocated, and in accordance with
the imposition of the fees and charges assessed under the Contracts.

CONNECTICUT MUTUAL FINANCIAL SERVICES SERIES FUND I, INC.

CMFS Series Fund I is an open-end management investment company. While a
brief summary of the investment objectives of the available Portfolios is set
forth below, more comprehensive information, including a discussion of
potential risks, is found in the current Prospectus for the Fund which is
included with this Prospectus. Purchasers should read this Prospectus and the
Prospectus for the Fund carefully before investing. Additional Prospectuses
and the Statement of Additional Information can be obtained by writing to
<PAGE>
Connecticut Mutual Financial Services, LLC at 140 Garden Street, Hartford,
Connecticut 06154 or by calling (800) XXX-XXXX.

MONEY MARKET PORTFOLIO

The investment objective of the Money Market Portfolio is to achieve as high a
level of current income as is consistent with preservation of capital and
maintenance of liquidity by investing in money market instruments. There can
be no assurance that the Money Market Portfolio will maintain a stable net
asset value per share of $1, and the Money Market Portfolio is not insured or
guaranteed by the U.S. Government.

GOVERNMENT SECURITIES PORTFOLIO

The investment objective of the Government Securities Portfolio is to provide
a high level of current income with a high degree of safety of principal, by
investing in securities that are issued by or guaranteed as to principal and
interest by the U.S. Government, its agencies, authorities or
instrumentalities, and by obligations that are fully collateralized or
otherwise fully backed by U.S. Government Securities.

INCOME PORTFOLIO

The investment objective of the Income Portfolio is to obtain a maximum level
of income consistent with prudent investment risk and preservation of capital
by investing primarily in fixed-income debt securities anticipated to have an
average maturity of eight (8) to twelve (12) years from date of purchase.

LIFESPAN DIVERSIFIED INCOME PORTFOLIO (DIVERSIFIED INCOME PORTFOLIO)

The Diversified Income Portfolio is designed for the investor with a
relatively low tolerance for risk who is seeking current income with some
long-term inflation protection. The Diversified Income Portfolio seeks high
current income, with opportunities for capital appreciation through a
strategically allocated portfolio consisting primarily of fixed-income
securities.

TOTAL RETURN PORTFOLIO

The investment objective of the Total Return Portfolio is to maximize over
time the return achieved from capital appreciation and income by varying the
allocation of the assets of the Portfolio among stocks, corporate bonds,
securities issued by the U.S. Government and its instrumentalities, and money
market instruments of the type acquired respectively by the Growth Portfolio,
the Income Portfolio, the Government Securities Portfolio and the Money Market
Portfolio.

LIFESPAN BALANCED PORTFOLIO (BALANCED PORTFOLIO)

The Balanced Portfolio is designed for the investor seeking a blend of capital
appreciation and income. The Balanced Portfolio seeks a blend of capital
appreciation and income through a strategically allocated portfolio of equity
securities and fixed-income securities with a slightly stronger emphasis on
<PAGE>
equity securities.

LIFESPAN CAPITAL APPRECIATION PORTFOLIO (CAPITAL APPRECIATION PORTFOLIO)

The Capital Appreciation Portfolio is designed for the investor seeking
capital appreciation. The Capital Appreciation Portfolio seeks long-term
capital appreciation through a strategically allocated portfolio consisting
primarily of equity securities. Current income is not a primary
consideration.

GROWTH PORTFOLIO

The investment objective of the Growth Portfolio is to achieve long-term
growth of capital by investing primarily in common stocks with low
price-earnings ratios and better than anticipated earnings.

INTERNATIONAL EQUITY PORTFOLIO

The investment objective of the International Equity Portfolio is to achieve
long-term growth of capital by investing primarily in equity securities (such
as common stocks) of non-U.S. issuers trading for the most part in non-U.S.
markets.

G.R. Phelps & Co. Inc. (G.R. Phelps), an investment adviser registered with
the SEC under the Investment Advisers Act of 1940, as amended, (Investment
Advisers Act) is the investment adviser to CMFS Series Fund I, and performs
sales and administrative functions relative to the Separate Account, including
the keeping of all records not maintained by the custodian. It has been
registered since 1981 as a Broker/Dealer under the Securities Exchange Act of
1934, as amended, (1934") and as an Investment Adviser under the Investment
Advisers Act. G.R. Phelps is an indirect wholly-owned subsidiary of
Connecticut Mutual. It is located at 10 State House Square, Hartford,
Connecticut, and has as its mailing address 140 Garden Street, Hartford,
Connecticut 06154.

G.R. Phelps & Company Inc. has engaged three Subadvisors to assist in the
selection of portfolio investments for the International Equity Portfolio, the
LifeSpan Diversified Income Portfolio, the LifeSpan Balanced Portfolio, and
the LifeSpan Capital Appreciation Portfolio. Scudder, Stevens & Clark
("Scudder, Stevens") 345 Park Avenue, New York, NY 10154, the Subadvisor to
the International Equity Portfolio, has been providing investment counseling
services for over 70 years, since its founding in 1919. Scudder, Stevens
supervises assets for institutional clients, investment companies and
individuals and had over $90 billion in assets under management as of December
31, 1994. BEA Associates, 599 Lexington Avenue, 36th Floor, New York, NY
10022, the Subadvisor to the high yield bond components of the LifeSpan
Portfolios, has been providing domestic and global fixed-income and equity
investment management services for institutional clients and mutual funds
since 1984. As of December 31, 1994, BEA Associates, together with its global
affiliate, had over $16 billion in assets under management. Pilgrim, Baxter &
Associates ("Pilgrim Baxter"), 1255 Drummers Lane, Wayne, PA 19087, the
Subadvisor to the small cap components of the LifeSpan Portfolios, was
established in 1982 to provide specialized equity management for institutional
investors including other investment companies. As of December 31, 1994,
Pilgrim, Baxter had $4 billion in assets under management.Phelps provides
investment advice for the remaining Portfolios available under the Contract.
See the accompanying prospectus for CMFS Series Fund I for more information.

THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS STATED OBJECTIVE.
More detailed information, including a description of each Portfolios
investment objective and policies and a description of risks involved in
investing in each of the Portfolios and each Portfolios fees and expenses is
contained in the prospectus for CMFS Series Fund I, a current copy of which is
attached to this Prospectus. Information contained in CMFS Series Fund Is
prospectus should be read carefully before making allocation to a Sub-Account
of the Separate Account.

VOTING RIGHTS

In accordance with its view of present applicable law, the Company will vote
the shares of the Fund held in the Separate Account at special meetings of the
shareholders in accordance with instructions received from persons having the
voting interest in the Separate Account. The Company will vote shares for
which it has not received instructions, as well as shares attributable to it,
in the same proportion as it votes shares for which it has received
instructions. The Fund does not hold regular meetings of shareholders.

The number of shares which a person has a right to vote will be determined as
of a date to be chosen by the Company not more than sixty (60) days prior to a
shareholder meeting of the Fund. Voting instructions will be solicited by
written communication at least ten (10) days prior to the meeting.

SUBSTITUTION OF SECURITIES

If the shares of the Fund (or any Portfolio within the Fund or any other
funding vehicle made available under the Contracts), are no longer available
for investment by the Separate Account or, if in the judgment of the Company's
Board of Directors, further investment in the shares should become
inappropriate in view of the purpose of the Contracts, the Company may limit
further purchase of such shares or may substitute shares of another funding
vehicle for shares already purchased under the Contracts. No substitution of
securities may take place without prior approval of the Securities and
Exchange Commission and under the requirements it may impose.

THE FIXED ACCOUNT

The Fixed Account is an investment option within the General Account of the
Company. Because of applicable exemptive and exclusionary provisions,
interests in the Fixed Account have not been registered under the Securities
Act of 1933 (the "1933 Act") nor has the Fixed Account been registered under
the Investment Company Act of 1940 (the "1940 Act"). Therefore, neither the
Fixed Account nor any interest therein is generally subject to regulation
under the provisions of the 1933 Act or the 1940 Act. Accordingly, the
Company has been advised that the staff of the Securities and Exchange
Commission has not reviewed the disclosure in this Prospectus relating to the
Fixed Account.

<PAGE>
Payments may be allocated to the Fixed Account to the extent elected by the
Contract Owner at the time such payment is made. In addition, all or part of
the Contract Owner's Contract Value may be transferred to the Fixed Account as
described under "Transfers." The Company guarantees it will credit a
specified minimum interest rate to amounts allocated to the Fixed Account.

Assets supporting amounts allocated to the Fixed Account become part of the
Company's General Account assets and are available to fund the claims of all
creditors of the Company. All of the Company's General Account assets will be
available to fund benefits under the Contracts. The Contract Owner does not
participate in the investment performance of the assets of the Company's Fixed
Account. Instead, a specified rate of interest, declared in advance, is
credited to amounts allocated to the Fixed Account. This rate is guaranteed
to be at least 3% per year ("Guaranteed Minimum Rate"). The Company may, AT
ITS SOLE DISCRETION, credit a higher rate of interest ("excess interest") for
any period specified in advance by the Company. However, the Company is not
obligated to credit interest in excess of the 3% Guaranteed Minimum Rate per
year, and might not do so. THE CONTRACT OWNER ASSUMES THE RISK THAT INTEREST
CREDITED MAY NOT EXCEED THE GUARANTEED MINIMUM RATE.

CHARGES AND DEDUCTIONS

Various charges and deductions are made from the Contract Value and the
Separate Account. These charges and deductions are:

DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE

Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
which is equal, on an annual basis, to 1.25% of the average daily net asset
value of the Separate Account. The mortality risks assumed by the Company
arise from its contractual obligation to make Annuity Payments after the
Annuity Date (determined in accordance with the Annuity Option chosen by the
Contract Owner) regardless of how long all Annuitants live. This assures that
neither an Annuitant's own longevity, nor an improvement in life expectancy
greater than expected, will have any adverse effect on the Annuity Payments
the Annuitant will receive under the Contract. Further, the Company bears a
mortality risk in that it guarantees the annuity purchase rates for the
Annuity Options under the Contract whether for a Fixed Annuity or a Variable
Annuity. Also, there is a mortality risk borne by the Company with respect to
the death benefit and to the waiver of the Contingent Deferred Sales Charge
upon the death of the Owner. The expense risk assumed by the Company is that
all actual expenses involved in administering the Contracts, including
Contract maintenance costs, administrative costs, mailing costs, data
processing costs, legal fees, accounting fees, filing fees and the costs of
other services may exceed the amount recovered from the Annual Contract
Maintenance Charge and the Administrative Charge.

If the Mortality and Expense Risk Charge is insufficient to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount
deducted proves more than sufficient, the excess will be a profit to the
Company. The Company expects a profit from this charge.
Mortality and Expense Risk Charge is guaranteed by the Company and cannot be
<PAGE>
increased.

DEDUCTION FOR ADMINISTRATIVE CHARGE

Each Valuation Period, the Company deducts an Administrative Charge which is
currently equal, on an annual basis, to 0.15% of the average daily net asset
value of the Separate Account. This charge, together with the Annual Contract
Maintenance Charge (see below), is to reimburse the Company for the expenses
it incurs in the establishment and maintenance of the Contracts and the
Separate Account. These expenses include but are not limited to: preparation
of the Contracts, confirmation statements, annual and periodic reports and
statements, maintenance of Contract Owner records, maintenance of Separate
Account records, administrative personnel costs, mailing costs, data
processing costs, legal fees, accounting fees, filing fees, the costs of other
services necessary for Contract Owner servicing and all accounting, valuation,
regulatory and reporting requirements. Since this charge is an asset-based
charge, the amount of the charge attributable to a particular Contract may
have no relationship to the administrative costs actually incurred by that
Contract. The Company does not intend to profit from this charge. This
charge will be reduced to the extent that the amount of this charge is in
excess of that necessary to reimburse the Company for its administrative
expenses. Should this charge prove to be insufficient, the Company may
increase this charge but guarantees that it will never exceed 0.25% of the
average daily net asset value of the Separate Account. If this Charge is
increased, Contract Owners will be given 90 days prior notice.

DEDUCTION FOR ANNUAL CONTRACT MAINTENANCE CHARGE

Currently, the Annual Contract Maintenance Charge is $30 each Contract Year
and is deducted on the last day of the Contract Year. This charge may be
increased but it will not exceed $60 per Contract Year. However, if the
Contract Value on the last day of the Contract Year is at least $100,000, then
no Annual Contract Maintenance Charge will be deducted. If a total withdrawal
is made on other than the last day of the Contract Year and the Contract Value
for the Valuation Period during which the total withdrawal is made is less
than $100,000, the full Annual Contract Maintenance Charge will be deducted at
the time of the total withdrawal. The Annual Contract Maintenance Charge will
be deducted from the Fixed Account and the Sub-Accounts in the same proportion
that the amount of the Contract Value in each Sub-Account and the Fixed
Account bears to the total Contract Value. If the Annuity Date is not the
last day of the Contract Year and the Contract Value on the Annuity Date is
less than $100,000, then a pro-rata portion of the Annual Contract Maintenance
Charge will be deducted on the Annuity Date. During the Annuity Period, the
Annual Contract Maintenance Charge will be deducted pro-rata from Annuity
Payments regardless of Contract size and will result in a reduction of each
Annuity Payment. The Company has set this charge at a level so that, when
considered in conjunction with the Administrative Charge (see above), it will
not make a profit from the charges assessed for administration. If this Charge
is increased, Contract Owners will be given 90 days prior notice.

<PAGE>
DEDUCTION FOR PREMIUM AND OTHER TAXES

Any Premium Taxes relating to the Contracts may be deducted from the Purchase
Payments or Contract Value when incurred. The Company currently intends to
advance any Premium Taxes that may be due at the time Purchase Payments are
made but not deduct such Premium Taxes from Contract Value until the time
Annuity Payments begin, or upon a total withdrawal if the Company is unable to
obtain a refund. The Company will, in its sole discretion, determine when
Premium Taxes have resulted from: the investment experience of the Separate
Account; receipt by the Company of the Purchase Payments; or commencement of
Annuity Payments. The Company may, at its sole discretion, pay such Premium
Taxes when due and deduct that amount from the Contract Value at a later date.
Payment at an earlier date does not waive any right the Company may have to
deduct amounts at a later date. Premium Taxes generally range from 0% to 3.5%.
The Company will deduct any withholding taxes required by applicable law.

The Company reserves the right to establish a provision for federal income
taxes if it determines, in its sole discretion, that it will incur a tax as a
result of the operation of the Separate Account. The Company will deduct for
any income taxes incurred by it as a result of the operation of the Separate
Account whether
or not there was a provision for taxes and whether or not it was sufficient.
The Company is not currently making any provision for federal income taxes.

DEDUCTION FOR FUND EXPENSES

There are other deductions from and expenses paid out of the assets of the
Fund, including amounts paid for advisory and management fees, which are
described in the accompanying Fund Prospectus.

DEDUCTION FOR TRANSFER FEE

Subject to certain conditions (See "Transfers" on Page __), Contract Owners
may transfer all or part of the Contract Owner's interests among the
Sub-Accounts and/or the Fixed Account during the Accumulation Period or during
the Annuity Period transfer interests from a Sub-Account to the General
Account without the imposition of any fee or charge if there have been no more
than the number of free transfers permitted. Contract Owners are currently not
limited to any number of transfers during the Accumulation Period and are
limited to six (6) transfers during the Annuity Period. If, during the
Accumulation Period, more than the number of free transfers per Contract Year
(currently 12 per year) have been made, the Company will deduct a Transfer Fee
for each subsequent transfer permitted. The Transfer Fee is the lesser of $20
or 2% of the amount transferred. The Transfer Fee will be deducted from the
Sub-Account(s) and/or Fixed Account (collectively "Account(s)") from which the
transfer occurred. If the entire Account balance is transferred, the Transfer
Fee will be deducted from the amount transferred. All transfers made during a
Valuation Period are deemed to be one transfer. Currently, transfers made
under the following circumstances will not be counted in determining the
application of the Transfer Fee: (i) transfers made by the Company at the end
of the Right to Examine Contract period ; (ii) transfers made in conjunction
with an approved dollar cost averaging program; (See "Dollar Cost Averaging"
on Page __.) and (iii) transfers made under the Rebalancing Program. (See
<PAGE>
"Rebalancing Program" on Page __.)

DEDUCTION FOR CONTINGENT DEFERRED SALES CHARGE

No deduction for sales charges is made from a Purchase Payment. However, if a
withdrawal is made, a Contingent Deferred Sales Charge may be assessed by the
Company. The length of time between the Company's acceptance of a Purchase
Payment and the making of a withdrawal determines the Contingent Deferred
Sales Charge, if any. Each Purchase Payment has its own time period for
purposes of assessing a Contingent Deferred Sales Charge. This Charge will be
used to cover certain expenses relating to the sale of the Contracts including
commissions paid to sales personnel, the costs of preparation of sales
literature, other promotional costs and acquisition expenses. A withdrawal
shall be deemed to first withdraw any positive investment results and
thereafter Purchase Payments on a first-in-first-out basis for purposes of
computing the Contingent Deferred Sales Charge.

Subject to the Free Withdrawal Amount described below, the following table
shows Contingent Deferred Sales Charges:

CONTINGENT DEFERRED SALES CHARGE YEAR
AGAINST AMOUNT WITHDRAWN APPLICABLE
<C> <S>
7% During 1st Year since Purchase
Payment Accepted
6% During 2nd Year since Purchase
Payment Accepted
5% During 3rd Year since Purchase
Payment Accepted
4% During 4th Year since Purchase
Payment Accepted
3% During 5th Year since Purchase
Payment Accepted
2% During 6th Year since Purchase
Payment Accepted
1% During 7th Year since Purchase
Payment Accepted
0% Thereafter
</TABLE>

The Contingent Deferred Sales Charge is assessed against the amounts remaining
in the Account from which the withdrawal occurred. If a withdrawal is made
from more than one Account, the Contingent Deferred Sales Charge is assessed
against the amounts remaining in such Accounts in the same proportion to which
the withdrawal amount bears to the total value of such Accounts. If a
withdrawal causes the entire Account value to be withdrawn, then the
Contingent Deferred Sales Charge will be assessed against the amounts
remaining in the Accounts in the same proportion in which their value bears to
Contract Value. If a withdrawal causes the entire Contract Value to be
<PAGE>
withdrawn, then the Contingent Deferred Sales Charge will be assessed against
the Contract Value withdrawn. The Contingent Deferred Sales Charge is not
imposed on a Purchase Payment after the end of the seventh year of the
Company's acceptance of such Purchase Payment, nor is the Contingent Deferred
Sales Charge imposed upon payment of the death benefit or upon amounts applied
to purchase an annuity.

FREE WITHDRAWAL AMOUNT

A Contract Owner may withdraw amounts attributable to positive investment
results, if any, under the Contract without incurring a Contingent Deferred
Sales Charge (see "Deduction for contingent Deferred Sales Charge" above).
All withdrawals will be deemed to first withdraw any positive investment
results and thereafter purchase payments on a first-in-first-out basis. In
addition, a "Free Withdrawal Amount" is available to Contract Owners which
allows for the withdrawal of certain Contract Values without the imposition of
a Contingent Deferred Sales Charge.

The Free Withdrawal Amount available to the Contract Owner is equal to 10% of
Purchase Payments remaining in the Contract on the withdrawal date reduced by:

1. any positive investment earnings in the Contract on the date of
withdrawal (since earnings are not subject to the Contingent Deferred Sales
Charge); and

2. any Free Withdrawal Amount(s) previously taken during the current
Contract Year.

There is no limit on the number of Free Withdrawals which a Contract Owner may
elect during any Contract Year. Withdrawals taken pursuant to this provision
will reduce the amount of Purchase Payments remaining in the Contract on a
first-in-first-out basis for purposes of computing any remaining Contingent
Deferred Sales Charge.

THE CONTRACTS

CONTRACT OWNER

The Contract Owner is the person(s) or entity(ies) entitled to ownership
rights stated in the Contract. The Contract Owner is the person designated as
such on the Issue Date, unless changed. The Company will not issue a Contract
to a person who has attained age 85 (age 80 in Pennsylvania) or older on the
proposed Issue Date ("Maximum Issue Age"). If the Contract is proposed to be
issued to Joint Contract Owners, the Company will apply the Maximum Issue Age
to the eldest proposed Joint Contract Owner.

The Contract Owner may change owners at any time prior to the Annuity Date by
Written Request. A change of Contract Owner will automatically revoke any
prior designation of Contract Owner. The change will become effective as of
the date the Written Request is received. A new designation of Contract Owner
will not apply to any payment made or action taken by the Company prior to the
time it was received. Any change of Contract Owner is subject to the
<PAGE>
Company's underwriting rules then in effect. (See, Tax Status - General on
Page___.)

JOINT CONTRACT OWNERS

The Contract can be owned by Joint Contract Owners. If Joint Contract Owners
are named, any Joint Contract Owner must be the spouse of the other Contract
Owner unless prohibited by applicable law or regulations. Upon the death of
either Contract Owner, the surviving spouse will be the Primary Beneficiary.
Any other Beneficiary designation on record at the time of death will be
treated as a Contingent Beneficiary unless otherwise indicated in a Written
Request. Unless otherwise specified in the application for the Contract, if
there are Joint Contract Owners both signatures will be required for all
Contract Owner transactions except telephone transfers. If the telephone
transfer option is elected and there are Joint Contract Owners, either Joint
Contract Owner can give telephone instructions.

ANNUITANT

The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Contract Owner at the Issue Date,
unless changed prior to the Annuity Date. The Annuitant may not be changed in
a Contract which is owned by a non-natural person. Any change of Annuitant is
subject to the Company's underwriting rules then in effect. In the case of
certain Qualified Contracts the Contract Owner must be the Annuitant. The
Company will not issue a Contract where the proposed Annuitant is a person who
has attained age 85 (age 80 in Pennsylvania) or older on the proposed Issue
Date ("Maximum Issue Age")

ASSIGNMENT

A Written Request specifying the terms of an assignment of the Contract must
be provided to the Annuity Service Center. Until the Written Request is
received, the Company will not be required to take notice of or be responsible
for any transfer of interest in the Contract by assignment, agreement, or
otherwise.

The Company will not be responsible for the validity or tax consequences of
any assignment. Any assignment made after the death benefit has become payable
will be valid only with the Company's consent.

If the Contract is assigned, the Contract Owner's rights may only be exercised
with the consent of the assignee of record.

The consent of any Irrevocable Beneficiaries is required before assignment of
proceeds can happen.

<PAGE>

PURCHASE PAYMENTS AND CONTRACT VALUE

PURCHASE PAYMENTS

The initial Purchase Payment is due on the Issue Date. The minimum initial
Purchase Payment the Company will accept is $5,000 for Non-Qualified
Contracts and $2,000 for Qualified Contracts. The minimum subsequent Purchase
Payment the Company will accept is $250, unless the Contract Owner has elected
the automatic investment plan option in which case the Company will accept a
minimum of $100. For Contract Owners up to Age 75 on the Issue Date, the
maximum total Purchase Payment is $1 million. For Contract Owners over Age 75
on the Issue Date, the maximum total Purchase Payments is $500,000. For
contracts issued to non-natural persons, the maximum Purchase Payment limits
will apply to the Annuitant's age. Purchase Payments above these amounts must
be preapproved by the Company. For Joint Contract Owners, Age refers to the
oldest Joint Contract Owner. The Company reserves the right to reject any
Application or Purchase Payment.

ALLOCATION OF PURCHASE PAYMENTS

The allocation of the initial Purchase Payment is made in accordance with the
selection made by the Contract Owner at the time the Contract is issued,
except in the circumstances described under "Right to Examine Contract," on
page __. In those circumstances, the Company will allocate initial Purchase
Payments to the Money Market Sub-Account until the expiration of the Right to
Examine Contract period. Upon expiration, the Contract Value will be
reallocated in accordance with the Contract Owner's selection. Unless
otherwise changed by Written Request by the Contract Owner, subsequent
Purchase Payments are allocated in accordance with the same selection as the
initial Purchase Payment.

There are currently no limitations on the number of Sub-Accounts that can be
selected by a Contract Owner. If allocations are made in percentages, whole
numbers must be used. If a percentage allocation is used, the smallest
percentage that can be used is 10%.

If the Purchase Payments and forms required to issue a Contract are in good
order, the initial Purchase Payment will be credited to the Contract within
(2) business days after receipt at the Annuity Service Center. Additional
Purchase Payments will be credited to the Contract as of the Valuation Period
when they are received. If the forms required to issue a Contract are not in
good order the Company will attempt to get them in good order or the Company
will return the forms and the Purchase Payment within five (5) business days,
unless it has been authorized otherwise by the purchaser.

CONTRACT VALUE

The Contract Value is the sum of the Contract Owner's interest in the Fixed
Account and the Sub-Accounts of the Separate Account for any Valuation Date
during the Accumulation Period. It will fluctuate from one Valuation Period
to the next, and may be more or less than Purchase Payments made. The
Contract Owner's interest in a Sub-Account is determined by multiplying the
number of Accumulation Units credited to the Contract by the Accumulation Unit
<PAGE>
Value for that Sub-Account as of the Valuation Date. The Contract Owner's
interest in the Fixed Account, if any, for any Valuation Date is equal to the
sum of the values of all Fixed Account amounts credited to the Contract on
such Valuation Date.

ACCUMULATION UNITS

During the Accumulation Period, Accumulation Units shall be used to account
for all amounts allocated to or withdrawn from the Sub-Accounts of the
Separate Account as a result of Purchase Payments, withdrawals, transfers, or
fees and charges. The Company will determine the number of Accumulation Units
of a Sub-Account purchased or canceled. This will be done by dividing the
amount allocated to (or the amount withdrawn from) the Sub-Account by the
dollar value of one Accumulation Unit of the Sub-Account as of the end of the
Valuation Period during which the transaction is received at the Annuity
Service Center.

ACCUMULATION UNIT VALUE

The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. Subsequent Accumulation Unit Values for each Sub-Account are
determined for each Valuation Period by multiplying the Accumulation Unit
Value for the immediately preceding Valuation Period by the Net Investment
Factor for the Sub-Account for the current Valuation Period.

The Net Investment Factor for each Sub-Account is determined by dividing A by
B and subtracting C where:

A is (i) the net asset value per share of the funding vehicle or
portfolio of a funding vehicle held by the Sub-Account for the current
Valuation Period; plus

(ii) any dividend per share declared on behalf of such funding
vehicle or portfolio of a funding vehicle that has an ex-dividend date within
the current Valuation Period; less

(iii) the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation or maintenance
of the Sub-Account.

B is the net asset value per share of the funding vehicle or portfolio
held by the Sub-Account for the immediately preceding Valuation Period.

C is the cumulative charge for the Mortality and Expense Risk Charge and
for the Administrative Charge.

The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.

<PAGE>
TRANSFERS

TRANSFERS DURING THE ACCUMULATION PERIOD

Subject to certain limitations, the Contract Owner may transfer all or part
of the Contract Owner's interest in a Sub-Account or the Fixed Account (each
an "Account" or collectively "Accounts")by Written Request. No fee or charge
will be imposed if there have been no more than the number of free transfers
allowed (currently, twelve (12) per calendar year). All transfers are subject
to the following:

1. If more than the number of free transfers have been made, the Company
will deduct a Transfer Fee, (see "Charges and Deductions - Deduction for
Transfer Fee," on Page ) for each subsequent transfer permitted. The
Transfer Fee will be deducted from the Contract Owner's interest in the
Account from which the transfer is made. However, if the Contract Owner's
entire interest in an Account is being transferred, the Transfer Fee will be
deducted from the amount which is transferred. If Contract Values are being
transferred from more than one Account, any Transfer Fee will be allocated to
those Accounts on a pro-rata basis in proportion to the amount transferred
from each Account.

2. The minimum amount which can be transferred is $1,000 (from one or
multiple Accounts) or the Contract Owner's entire interest in the Account, if
less. This requirement is waived if the transfer is made in connection with
the Rebalancing Program. The minimum amount which must remain in a
Sub-Account after a transfer is $1,000 or $0 if the entire amount in the
Sub-Account is transferred.

3. Transfers out of the Fixed Account during any Contract Year are
limited in amount to the greater of $30,000 or thirty percent (30%) of the
Contract Owner's Contract Value allocated to the Fixed Account determined as
of the end of the previous Contract Year. Transfers out of the Fixed Account
are done on a first-in first out basis; i.e. amounts attributed to the oldest
Purchase Payment is transferred first; then amounts attributed to the next
oldest Purchase Payment is transferred; and so on.

4. Transfers between Competing Accounts are not allowed. For purposes
of transfer, the Fixed Account and the Money Market Sub-Account are considered
"Competing Accounts."

5. Other transfers involving any Competing Account are restricted for
certain periods. For a period of ninety (90) days following a transfer out of
a Competing Account, no transfers (i.e. from any Account) may be made into the
other Competing Account. In addition, for a period of ninety (90) days
following a transfer into a Competing Account, no transfers (i.e. to any
Account) may be made out of the other Competing Account.

6. The Contract provides that the Company reserves the right, at any
time and without prior notice to any party, to terminate, suspend or modify
the transfer privilege described above.

<PAGE>
Contract Owners can elect to make transfers by telephone (except if he/she is
participating in the Rebalancing Program). To do so, Contract Owners must
submit a completed Written Request electing the telephone transfer privilege.
The Company will use reasonable procedures to confirm that instructions
communicated by telephone are genuine. If it does not, the Company may be
liable for any losses due to unauthorized or fraudulent instructions. The
Company may tape record all telephone instructions. The Company will not be
liable for any loss, liability, cost or expense incurred by the Contract Owner
for acting in accordance with such telephone instructions believed to be
genuine. The telephone transfer privilege may be discontinued at any time by
the Company.

If there are Joint Contract Owners, unless the Company is informed to the
contrary, telephone instructions will be accepted from either of the Joint
Contract Owners.

TRANSFERS DURING THE ANNUITY PERIOD

During the Annuity Period, the Contract Owner may make transfers (currently,
six (6) per calendar year), by Written Request, as follows:

1. The Contract Owner may make transfers of Annuity Reserves between
Sub-Accounts, subject to any limitations imposed by the Company on the number
of transfers (currently, six (6) transfers per calendar year) that can be made
during the Annuity Period. Currently, six (6) transfers permitted per calendar
year during the Annuity Period are free (no Transfer Fee will be imposed.) If
Annuity Reserves are being transferred from more than one Sub-Account, any
Transfer Fee will be allocated to those Sub-Accounts on a pro-rata basis in
proportion to the amount transferred from each Sub-Account.

2. The Contract Owner may, once each Contract Year, make a transfer from
one or more Sub-Accounts to the General Account. The Contract Owner may not
make a transfer from the General Account to the Separate Account.

3. Transfers of Annuity Reserves between Sub-Accounts will be made by
converting the number of Annuity Units attributable to the Annuity Reserves
being transferred to the number of Annuity Units of the Sub-Account to which
the transfer is made, so that the next Annuity Payment if it were made at that
time would be the same amount that it would have been with out the transfer.
Thereafter, Annuity Payments will reflect changes in the value of the new
Annuity Units.

The amount transferred to the General Account from a Sub-Account will be
based on the Annuity Reserves for the Contract Owner in that Sub-Account.
Transfers to the General Account will be made by converting the Annuity Units
being transferred to purchase fixed Annuity Payments under the Annuity Option
in effect and based on the Age of the Annuitant at the time of the transfer.

4. The minimum amount which can be transferred is $1,000 or the Contract
Owner's entire interest in the Sub-Account, if less. The minimum amount which
must remain in a Sub-Account after a transfer is $1,000 or $0 if the entire
amount in the Sub-Account is transferred.

<PAGE>
5. The Contract provides that the Company reserves the right, at any
time and without prior notice to any party, to terminate, suspend or modify
the transfer privilege described above.

Contract Owners can elect to make transfers by telephone. To do so, Contract
Owners must complete a prior Written Request electing the telephone transfer
privilege. The Company will use reasonable procedures to confirm that
instructions communicated by telephone are genuine. If it does not, the
Company may be liable for any losses due to unauthorized or fraudulent
instructions. The Company may tape record all telephone instructions. The
Company will not be liable for any loss, liability, cost or expense incurred
by the Contract Owner for acting in accordance with such telephone
instructions believed to be genuine. The telephone transfer privilege may be
discontinued at any time by the Company.

If there are Joint Contract Owners, unless the Company is informed to the
contrary, telephone instructions will be accepted from either of the Joint
Contract Owners.

DOLLAR COST AVERAGING

Dollar Cost Averaging is a program which, if elected, permits a Contract Owner
to systematically transfer on a periodic basis amounts from a selected
Sub-Account to any of the other Sub-Accounts. By allocating amounts on a
regularly scheduled basis as opposed to allocating the total amount at one
particular time, a Contract Owner may be less susceptible to the impact of
market fluctuations. The current minimum amount which may be transferred is
$250. The minimum duration of participation in any Dollar Cost Averaging
program is currently six (6) months. In order to participate in the Dollar
Cost Averaging program, a Contract Owner must have the minimum Contract Value
(currently $5,000) required in the selected Sub-Account to complete the
Contract Owner's designated program. Dollar Cost Averaging is subject to all
contract restrictions regarding transfers.

If the Contract Owner is participating in the Dollar Cost Averaging program,
such transfers are not currently taken into account in determining any
Transfer Fee. However, the Company reserves the right in the future to count
Dollar Cost Averaging transfers when determining the number of transfers in a
year and impose any applicable Transfer Fees. A Contract Owner participating
in the Dollar Cost Averaging program may not also be participating in the
Rebalancing Program or in a systematic withdrawal plan. (See "Rebalancing
Program" below.) A Contract Owner participating in the Dollar Cost Averaging
program may not also make withdrawals pursuant to the Systematic Withdrawal
Plan. (See Withdrawal - Systematic Withdrawals on Page ___.)

Contract Owners can choose the frequency at which the Dollar Cost Averaging
transfers will be made, i.e. monthly, quarterly, semi-annually or annually.
Contract Owners will also choose the specific date when the first Dollar Cost
Averaging transfer will be made. If the date selected is less than five (5)
business days from the date the election form is received at the Annuity
Service Center, the Company may defer the first Dollar Cost Averaging transfer
for one month. If no start date has been selected, the Company will
automatically start Dollar Cost Averaging within five (5) business days after
<PAGE>
the Written Request is received. Changes to the selections made by the
Contract Owner may be made by Written Request. The Dollar Cost Averaging
option will terminate if: (i) the total Contract Value is withdrawn; (ii) the
last transfer as selected by the Contract Owner has been made; (iii) there is
insufficient Contract Value to make the transfer; or (iv) a Written Request
from the Contract Owner to terminate the option has been received at the
Annuity Service Center at least five (5) business days prior to the next
transfer date.

Except as otherwise provided, Dollar Cost Averaging is subject to the transfer
provisions of the Contract.

Dollar Cost Averaging does not assure a profit and does not protect against
loss in declining markets. Since Dollar Cost Averaging involves continuous
investment in securities regardless of fluctuating price levels of such
securities, Contract Owners should consider their financial ability to
continue a Dollar Cost Averaging Program through periods of fluctuating price
levels.

There is currently no charge for participating in the Dollar Cost Averaging
program. However, the Company reserves the right to charge for this option in
the future.

Dollar Cost Averaging is not available to or from Competing Accounts.

REBALANCING PROGRAM

From time to time the Company may make available a program during the
Accumulation Period which provides for periodic pre-authorized automatic
transfers among certain Sub-Accounts pursuant to written allocation
instructions from the Owner. Contract Owners may not participate in the
Rebalancing Program if they currently have any Purchase Payments allocated to
the Fixed Account. Transfers can be scheduled on a monthly, quarterly,
semi-annual or annual basis. All transfers must be expressed in whole
percentages. Participants in the Dollar Cost Averaging Program cannot
participate in the Rebalancing Program. The Owner can terminate the
Rebalancing Program at anytime by Written Notice to the Company. Any
unscheduled transfer request will automatically terminate the Rebalancing
Program election.

WITHDRAWALS

During the Accumulation Period, the Contract Owner may, upon a Written
Request, make a total or partial withdrawal of the Contract Withdrawal Value.
The Contract Withdrawal Value is:

<C> <S>
1. The Contract Value as of the end of the Valuation Period
during which a Written Request for a withdrawal is received;
less

2. Any applicable Premium Taxes not previously deducted; less

3. The Annual Contract Maintenance Charge, if any; less

4. Any Purchase Payments credited to the Contract when based
upon checks that have not cleared the drawer bank; less

5. Any applicable Contingent Deferred Sales Charge.
</TABLE>

A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account and/or cancellation of Fixed Account values. If the
Contract Owner makes a total withdrawal, all of the Contract Owner's rights
and interests in the Contract will terminate. The amount will be withdrawn
proportionately from the Fixed Account and each Sub-Account held under the
Contract unless otherwise directed by the Contract Owner.

The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of
Payments provision is in effect (or unless a shorter period is required under
applicable law or regulation).

Each partial withdrawal must be for at least $250 or the Contract Owner's
entire interest in the Fixed Account or applicable Sub-Account, if less. The
minimum Contract Value which must remain in the Contract after a partial
withdrawal is $5,000 for Non-Qualified Contracts and $2,000 for Qualified
Contracts. The Company reserves the right to limit the number of partial
withdrawals that can be made from a Contract. Currently, there are no
limitations on the number of partial withdrawals. Certain tax penalties and
restrictions may apply to withdrawals from Contracts. (See "Tax Status" on
Page __.)

SYSTEMATIC WITHDRAWALS

The Company permits a Systematic Withdrawal Plan which enables a Contract
Owner to pre-authorize a periodic exercise of the contractual withdrawal
rights. Systematic withdrawals are made on any monthly date specified by the
Contract Owner (or the next following Valuation Date if the monthly date is
not a Valuation Date). If no start date is selected, the Company will
automatically begin systematic withdrawals within five (5) business days after
the Written Request is received. Contract Owners must be 59 1/2 or older and
maintain a Contract Value of at least $25,000 upon the activation of the
withdrawal plan, in order to participate in the program. Certain tax
penalties and restrictions may apply to withdrawals from the Contracts (see
<PAGE>
"Tax Status" on Page ). Contract Owners can choose the frequency at which
withdrawals will be made, i.e. monthly, quarterly, semi-annually or annually.
Contract Owners are not permitted to participate in the Systematic Withdrawal
Plan if he/she is participating in either the Dollar Cost Averaging program or
the Rebalancing Program.

Changes to selections made by the Contract Owner may be made by Written
Request. The Systematic Withdrawal Option will terminate if: (i) the total
Contract Value is withdrawn; (ii) the last withdrawal as selected by the
Contract Owner has been made; (iii) there is insufficient Contract Value in
the Fixed Account and/or Sub-Account to complete the withdrawal; (iv) Annuity
Payments have commenced; or (v) a Written Request from the Contract Owner to
terminate the option has been received at the Annuity Service Center at least
(5) business days prior to the next withdrawal request.

All the provisions relating to withdrawals contained in the Contract are
applicable to the Systematic Withdrawal Plan. The Systematic Withdrawal Plan
is not available to Contract Owners who are currently utilizing the Automatic
Investment Plan Option or Dollar Cost Averaging Program. If a Contract Owner
terminates a Systematic Withdrawal Plan from the Fixed Account, a new Plan
involving withdrawals from the Fixed Account may not be elected during the six
(6) month period immediately following such election.

SUSPENSION OR DEFERRAL OF PAYMENTS

The Company reserves the right to suspend or postpone payments for a
withdrawal or transfer for any period when:

<C> <S>
1. The New York Stock Exchange is closed (other than
customary weekend and holiday closings);

2. Trading on the New York Stock Exchange is restricted;

3. An emergency exists as a result of which disposal of
securities held in the Separate Account is not
reasonably practicable or it is not reasonably practicable
to determine the value of the Separate Account's
net assets; or

4. During any other period when the Securities and Exchange
Commission, by order, so permits for the protection of
Contract Owners;
</TABLE>

provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.

<PAGE>
The Company reserves the right to defer the payment of amounts withdrawn from
the Fixed Account for a period not to exceed six (6) months from the date
written request for such withdrawal is received by the Company.

TERMINAL ILLNESS BENEFIT

If the Endorsement for Terminal Illness has been attached to the Contract,
upon Written Request, the Contract Owner may elect a Terminal Illness Benefit.
The Company will require proof that the Contract Owner is terminally ill and
not expected to live more than 12 months. This proof will include, but is not
limited to, certification by a licensed medical practitioner performing within
the scope of his/her license. The licensed medical practitioner must not be
the Contract Owner, or the parent, spouse or child of the Contract Owner.

The Terminal Illness Benefit will be paid only to the Contract Owner upon
Written Request prior to the Contract Owner, or Joint Owner, reaching Age 75.
Payment of the Terminal Illness Benefit is determined as of the end of the
valuation Period during which the Company receives at its Annuity Service
Center the Written Request and shall be the greater of:

<C> <S>
1. The Purchase Payments, less any withdrawals including any
applicable charges; or

2. The Contract Value determined as of the end of the Valuation
Period during which the Company receives at its Annuity
Service Center the Written Request; or
3. The Contract Value on the most recent [three] year Contract
Anniversary plus any subsequent Purchase Payments less any
subsequent withdrawals and any applicable charges.
</TABLE>

No Contingent Deferred Sales Charge shall apply with respect to any Terminal
Illness Benefit. Payment of the Terminal Illness Benefit is in full
settlement of the Company's liability under the Contract and the Contract will
terminates.

If Joint Owners are named, the Age of the oldest will be used to determine the
Terminal Illness Benefit. If the Contract is owned by a non-natural person,
then Contract Owner shall mean Annuitant.

PROCEEDS PAYABLE ON DEATH

DEATH OF CONTRACT OWNER DURING THE ACCUMULATION PERIOD

Upon the death of the Contract Owner or a Joint Contract Owner during the
Accumulation Period, the death benefit will be paid to the Primary Beneficiary
designated by the Contract Owner. Upon the death of a Joint Contract Owner,
<PAGE>
the surviving Joint Contract Owner, if any, will be treated as the Primary
Beneficiary. Any other Beneficiary designation on record at the time of death
will be treated as a Contingent Beneficiary unless previously changed by
Written Request.

A Beneficiary may request that the death benefit be paid under one of the
Death Benefit Options below. If the Beneficiary is the spouse of the Contract
Owner he or she may elect to continue the Contract at the then current
Contract Value (which may be less than the Death Benefit) in his or her own
name and exercise all the Contract Owner's rights under the Contract. In the
event of the simultaneous death of Joint Contract Owners, death benefits will
be determined in accordance with state law.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD

Prior to the Contract Owner, the oldest Joint Contract Owner or the Annuitant,
attaining age 75, the death benefit during the Accumulation Period will be the
greater of:

<C> <S>
1. The Purchase Payments, less any withdrawals including any
applicable charges; or

2. The Contract Value determined as of the end of the Valuation Period
during which the Company receives at its Annuity Service Center both
due proof of death and an election of the payment method; or

3. The Contract Value on the most recent three (3) year Contract
Anniversary plus any subsequent Purchase Payments less any
subsequent withdrawals including any applicable charges.
</TABLE>

After the Contract Owner, the oldest Joint Contract Owner, or the Annuitant
attains age 75, the death benefit during the Accumulation Period will be the
greater of:

<C> <S>
1. The Purchase Payments, less any withdrawals including any applicable
charges; or

<PAGE>
3. The Contract Value on the most recent three (3) year Contract
Anniversary prior to the Contract Owner, or the oldest Joint
Contract Owner, or the Annuitant reaching age 75, plus any
subsequent Purchase Payments less any subsequent withdrawals,
including any applicable charges.
</TABLE>

In certain states, the death benefit during the Accumulation Period will be
the Contract Value determined and paid as of the end of the Valuation Period
during which the Company receives both due proof of death and an election of
the payment method.

Contract Owners should consult their Contract for the applicable death benefit
provision.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD

A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Contract Owner during
the Accumulation Period:

OPTION 1 - lump sum payment of the death benefit; or

OPTION 2 - the payment of the entire death benefit within five (5) years of
the date of the death of the Contract Owner; or

OPTION 3 - payment of the death benefit under an Annuity Option over the
lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with distribution beginning within one (1) year
of the date of death of the Contract Owner or any Joint Contract Owner.

Any portion of the death benefit not applied under Option 3 within one (1)
year of the date of the Contract Owner's death, must be distributed within
five (5) years of the date of death.

A spousal Beneficiary may elect to continue the Contract in his or her own
name, elect a lump sum payment of the death benefit or apply the death benefit
to an Annuity Option.

If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.

Payment to the Beneficiary, other than in a lump sum, may only be elected
during the sixty-day period beginning with the date of receipt by the Company
of proof of death.

DEATH OF CONTRACT OWNER DURING THE ANNUITY PERIOD

If the Contract Owner or a Joint Contract Owner, who is not the Annuitant,
dies during the Annuity Period, any remaining payments under the Annuity
Option elected will continue to be made at least as rapidly as under the
method of distribution in effect at such Contract Owner's death. Upon the
<PAGE>
death of a Contract Owner during the Annuity Period, the Beneficiary becomes
the Contract Owner.

DEATH OF ANNUITANT

Upon the death of the Annuitant, who is not a Contract Owner, during the
Accumulation Period, the Contract Owner may designate a new Annuitant, subject
to the Company's underwriting rules then in effect. If no designation is made
within 30 days of the death of the Annuitant, the Contract Owner will become
the Annuitant. If the Contract Owner is a non-natural person, the death of
the Annuitant will be treated as the death of the Contract Owner and a new
Annuitant may not be designated. (See "Death of Contract Owner During
Accumulation Period" on Page __.)

Upon the death of the Annuitant on or after the Annuity Date, the death
benefit, if any, will be as specified in the Annuity Option elected. Death
benefits will be paid at least as rapidly as under the method of distribution
in effect at the Annuitant's death.

PAYMENT OF DEATH BENEFIT

The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:

<C> <S>
1. a certified death certificate;

2. a certified decree of a court of competent jurisdiction as to the finding of
death; or

3. any other proof satisfactory to the Company.
</TABLE>

All death benefits will be paid in accordance with applicable law or
regulations governing death benefit payments.

BENEFICIARY

The Beneficiary designation in effect on the Issue Date will remain in effect
until changed. Unless the Contract Owner provides otherwise, the death benefit
will be paid in equal shares to the Beneficiary(ies) as follows:

<C> <S>
1. to the Primary Beneficiary(ies) who survive the Contract Owner's and/or
the Annuitant's death, as applicable; or if there are none

2. to the Contingent Beneficiary(ies) who survive the Contract Owner's
and/or the Annuitant's death, as applicable; or if there are none

3. to the estate of the Contract Owner.
</TABLE>

Beneficiaries may be named irrevocably. In that case a change of Beneficiary
requires the consent of any irrevocable Beneficiary. If an irrevocable
Beneficiary is named, the Contract Owner retains all other contractual rights.

CHANGE OF BENEFICIARY

Subject to the rights of any irrevocable Beneficiary(ies), the Contract Owner
may change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). A
change must be made by Written Request. The change will take effect as of the
date the notice is signed. The Company will not be liable for any payment made
or action taken before it records the change.

ANNUITY PROVISIONS

ANNUITY GUIDELINES

Once the Contract reaches the Annuity Date, the following guidelines apply:

1. The Contract Owner may elect to have the Contract Value applied to
provide a Variable Annuity, a Fixed Annuity, or a combination Fixed and
Variable Annuity. If a combination is elected, the Contract Owner must specify
what part of the Contract Value is to be applied to the Fixed and Variable
options.

3. If the amount to be applied under an Annuity Option is less than
$2,000, the Company reserves the right to pay the amount in a lump sum. If any
Annuity Payment is less than $100, the Company reserves the right to change
the payment basis to equivalent quarterly, semi-annual or annual payments.

4. Contract Owners select an Annuity Date at the Issue Date. Contract
Owners may change the Annuity Date at any time prior to the Annuity Date by
Written Request 30 days prior to the new Annuity Date. The Annuity Date must
be the first day of a calendar month. The Annuity Date cannot be earlier than
five years after the Issue Date. The latest permitted Annuity Date is the
<PAGE>
earlier of: (i) the 90th birthday of the Annuitant or the oldest Joint
Annuitant; (ii) the 90th birthday of the Contract Owner or the oldest Joint
Owner, or (iii) the latest date permitted under state law.

5. If no Annuity Option has been chosen at least thirty (30) calendar
days before the Annuity Date, the Company will make payments to the Annuitant
under Option B, with 10 years of payments guaranteed. Unless specified
otherwise, the then current Contract Value allocation shall determine whether
a Fixed Annuity or Variable Annuity, or combination Fixed and Variable Annuity
will be provided. Therefore, any amounts in the Separate Account will be
applied to a Variable Annuity, and any amounts in the Fixed Account will be
applied to a Fixed Annuity. Variable Annuity payments will be based on the
Sub-Account(s) selected by the Contract Owner, or on the then current
allocation of Contract Value among the Sub-Accounts.

ANNUITY PAYMENTS

The Company will make Annuity Payments beginning on the Annuity Date, provided
no death benefit has become payable and the Contract Owner has by Written
Request selected an available Annuity Option and payment schedule. Except as
otherwise agreed to by the Contract Owner and the Company, Annuity Payments
will be payable monthly. The Annuity Option and frequency of Annuity Payments
may not be changed by the Contract Owner after Annuity Payments begin. Unless
the Contract Owner specifies otherwise, the payee of the Annuity Payments
shall be the Annuitant.

If the amount of the Annuity Payment will depend on the Age or sex of the
Annuitant, the Company reserves the right to ask for satisfactory proof of the
Annuitant's (or Joint Annuitant's, if any) Age and sex. The Company reserves
the right to delay Annuity Payments until acceptable proof is received.

The Mortality and Expense Risk Charge is assessed during both the Accumulation
Period and the Annuity Period. The Company will continue to assess the
Mortality and Expense Risk Charge during payment of an Annuity Option that
does not involve life contingency even though the Company no longer bears any
mortality risk on such payment obligation.

FIXED ANNUITY

A Fixed Annuity provides for payments which do not fluctuate based on
investment performance.

Fixed Annuity payments shall be determined by applying the guaranteed Annuity
Purchase Rates set forth in the Fixed Annuity Rate Tables contained in the
Contract to the portion of the Contract Value allocated to the Fixed Annuity
Option selected by the Contract Owner.

VARIABLE ANNUITY

A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the Sub-Accounts Annuity Units credited to
the Variable Annuity Option.
<PAGE>
ANNUITY UNITS AND PAYMENTS

The dollar amount of each Variable Annuity payment depends on the number of
Annuity Units credited to that Annuity Option, and the value of those Units.
The number of Annuity Units is determined as follows:

1. The number of Annuity Units credited in each Sub-Account will be
determined by dividing the product of the portion of the Contract Value to be
applied to the Sub-Account and the Annuity Purchase Rate by the value of one
Annuity Unit in that Sub-Account on the Annuity Date. The purchase rates are
set forth in the Variable Annuity Rate Tables in the Contract.

2. For each Sub-Account, the amount of each Annuity Payment equals the
product of the Annuitant's number of Annuity Units and the Annuity Unit Value
on the payment date. The amount of each payment may vary.

ANNUITY UNIT VALUE

The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.

The Sub-Account Annuity Unit Value at the end of any subsequent Valuation
Period is determined as follows:

1. The Net Investment Factor (see page __ for a description) for the
current Valuation Period is multiplied by the value of the Annuity Unit for
the Sub-Account for the immediately preceding Valuation Period.

2. The result in (1) is then divided by an assumed investment rate
factor. The assumed investment rate factor equals 1.00 plus the assumed
investment rate for the number of days since the preceding Valuation Date.
The assumed investment rate is based on an effective annual rate of 4%.

The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.

ANNUITY OPTIONS

The Contract Owner may choose periodic Fixed and/or Variable Annuity Payments
under any one of the Annuity Options described below. The Company may consent
to other plans of payment before the Annuity Date.

The following Annuity Options are available:

Annuity Option A - Life Income.

Periodic payments will be made as long as the Annuitant lives. Under this
option it would be possible for only one (1) Annuity Payment to be made if the
Annuitant were to die before the due date of the second Annuity Payment; only
two (2) Annuity Payments if the Annuitant were to die before the due date of
the third Annuity Payment; and so forth.

<PAGE>
Annuity Option B - Life Income with Period Certain

Periodic payments will be made for a guaranteed period, or as long as the
Annuitant lives, whichever is longer. The guaranteed period may be five (5),
ten (10) or twenty (20) years. If the Beneficiary does not desire payments to
continue for the remainder of the guaranteed period, he/she may elect to have
the present value of the guaranteed Annuity Payments remaining commuted and
paid in a lump sum.

Annuity Option C - Joint and Last Survivor Payments

Periodic payments will be made during the joint lifetime of two Annuitants
continuing in the same amount during the lifetime of the surviving Annuitant.
Under this option it would be possible for only one (1) Annuity Payment to be
made if both Annuitants were to die before the due date of the second Annuity
Payment; only two (2) Annuity Payments if both Annuitants were to die before
the due date of the third Annuity Payment; and so forth.

Annuity Option D - Joint and 2/3 Survivor Annuity

Periodic payments will be made during the joint lifetime of two Annuitants.
Payments will continue during the lifetime of the surviving Annuitant and will
be computed on the basis of two-thirds of the Annuity Payment (or Units) in
effect during the joint lifetime. Under this option it would be possible for
only one (1) Annuity Payment to be made if both Annuitants were to die before
the due date of the second Annuity Payment; only two (2) Annuity Payments if
both Annuitants were to die before the due date of the third Annuity Payment;
and so forth.

Annuity Option E - Period Certain

Periodic payments will be made for a specified period. The specified period
must be at least five (5) years and cannot be more than thirty (30) years. If
the Contract Owner does not desire payments to continue for the remainder of
the guaranteed period, he/she may elect to have the present value of the
remaining payments commuted and paid in a lump sum or as an Annuity Option
purchased at the date of such election. Contract Owners should consult with
their tax advisor prior to electing this option.

Annuity Option F - Special Income Settlement Agreement

The Company will pay the proceeds in accordance with terms agreed upon in
writing by the Contract Owner and the Company.

DISTRIBUTION

The Contracts will be sold by licensed insurance agents in those states where
the Contracts may be lawfully sold. Such agents will be registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers,
Inc. and who have entered into distribution agreements with the Company and
the principal underwriter (Distributor) for the Contract. Connecticut Mutual
Financial Services, LLC. (the "Distributor"), an ultimate subsidiary of
<PAGE>
Connecticut Mutual serves as the principal underwriter for the Contracts. The
Distributor is located at 140 Garden Street, Hartford, Connecticut 06154. The
Distributor is registered with the Securities and Exchange Commission as a
broker-dealer and is a member of the National Association of Securities
Dealers, Inc. Commissions and other distribution compensation will be paid by
the Company on behalf of the Distributor to selling broker-dealers and will
not be more than 1) 7.00% of Purchase Payments or, 2) 6.00% of Purchase
Payments plus a maximum fee of up to 1.00% based upon Purchase Payments or 3)
1.00% deferred until the end of the Contingent Deferred Sales Charge period
calculated as 1.00% of Contract Value minus Purchase Payments made less than 8
years ago.

It is anticipated that the offering of the Contracts will be continuous.

PERFORMANCE INFORMATION

MONEY MARKET SUB-ACCOUNT

From time to time, the Company may advertise its "yield" and "effective yield"
of the Money Market Sub-Account. Both yield figures are based on historical
earnings and are not intended to indicate future performance. The "yield" of
the Money Market Sub-Account refers to the income generated by Contract Values
in the Money Market Sub-Account over a seven-day period (which period will be
stated in the advertisement). This income is "annualized." That is, the
amount of income generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a percentage of the
Contract Values in the Money Market Sub-Account. The "effective yield" is
calculated similarly. However, when annualized, the income earned by Contract
Values is assumed to be reinvested. This results in the "effective yield"
being slightly higher than the "yield" because of the compounding effect of
the assumed reinvestment. The yield figure will reflect the deduction of any
asset-based charges and any applicable Annual Contract Maintenance Charge, but
not Premium Taxes.

OTHER SUB-ACCOUNTS

From time to time, the Company may advertise performance data for the various
other Sub-Accounts under the Contract. Such data will show the percentage
change in the value of a Sub-Account's Accumulation Unit based on the
performance of the underlying investment vehicle over a period of time,
usually a calendar year, determined by dividing the increase (decrease) in
value for that Unit by the Accumulation Unit value at the beginning of the
period. This percentage figure will reflect the deduction of any asset-based
charges and any applicable Annual Contract Maintenance Charges under the
Contract, but not Premium Taxes.

Any advertisement will also include total return figures calculated as
described in the Statement of Additional Information. The total return
figures reflect the deduction of any applicable Annual Contract Maintenance
Charge, as well as any asset-based charges, but not Premium Taxes.

The Company has decided to make available yield information with respect to
some of the Sub-Accounts. Such yield information will be calculated as
<PAGE>
described in the Statement of Additional Information. The yield information
will reflect the deduction of any applicable Annual Contract Maintenance
Charge as well as any asset-based charges.

The Company may also show historical Accumulation Unit values in certain
advertisements containing illustrations. These illustrations will be based on
actual Accumulation Unit values.addition, the Company may distribute sales
literature which compares the percentage change in Accumulation Unit values
for any of the Sub-Accounts against established market indices such as the
Standard & Poor's 500 Composite Stock Price Index, the Dow Jones Industrial
Average or other management investment companies which have investment
objectives similar to the underlying Portfolio being compared. The Standard &
Poor's 500 Composite Stock Price Index is an unmanaged, unweighted average of
500 stocks, the majority of which are listed on the New York Stock Exchange.
The Dow Jones Industrial Average is an unmanaged, weighted average of thirty
blue chip industrial corporations listed on the New York Stock Exchange. Both
the Standard & Poor's 500 Composite Stock Price Index and the Dow Jones
Industrial Average assume quarterly reinvestment of dividends. In addition,
the Company may, as appropriate, compare each Sub-Account's performance to
that of other types of investments such as certificates of deposit, savings
accounts and U.S. Treasuries, or to certain interest rate and inflation
indices, such as the Consumer Price Index, which is published by the U.S.
Department of Labor and measures the average change in prices over time of a
fixed "market basket" of certain specified goods and services. Similar
comparisons of Sub-Account performance may also be made with appropriate
indices measuring the performance of a defined group of securities widely
recognized by investors as representing a particular segment of the securities
markets. For example, Sub-Account performance may be compared with Donoghue
Money Market Institutional Averages (money market rates), Lehman Brothers
Corporate Bond Index (corporate bond interest rates) or Lehman Brothers
Government Bond Index (long-term U.S. Government obligation interest rates).

The Company may also distribute sales literature which compares the
performance of the Contracts and CMFS Series Fund I with the contracts issued
through the separate accounts of other insurance companies and their
underlying funds. Such information will be derived from the Lipper Variable
Insurance Products Performance Analysis Service, the VARDS Report or from
Morningstar.

The Lipper Variable Insurance Products Performance Analysis Service is
published by Lipper Analytical Services, Inc., a publisher of statistical data
which currently tracks the performance of almost 4,000 investment companies.
The rankings compiled by Lipper may or may not reflect the deduction of
asset-based insurance charges. The Company's sales literature utilizing these
rankings will indicate whether or not such charges have been deducted. Where
the charges have not been deducted, the sales literature will indicate that if
the charges had been deducted, the ranking might have been lower.

The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service ("VARDS")of Atlanta and published by
Financial Planning Resources, Inc. The VARDS rankings may or may not reflect
the deduction of asset-based insurance charges. The Company's sales
literature utilizing these rankings will indicate which charges had been
<PAGE>
deducted. Where the charges have not been deducted, the sales literature will
indicate that if the charges had been deducted, the ranking might have been
lower.

Morningstar rates mutual funds used with variable contracts against its peers
with similar investment objectives. Morningstar does not rate any mutual fund
that has less than three years of performance data. The Company's sales
literature utilizing these rankings will indicate whether they reflect the
deduction of asset-based insurance charges. Where the charges have not been
deducted, the sales literature will indicate that if the charges had been
deducted, the ranking might have been lower.

TAX STATUS

GENERAL

NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S UNDERSTANDING OF
CURRENT FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL. THE
COMPANY CANNOT PREDICT THE PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE
MADE. PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING THE
POSSIBILITY OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF
THE CONTRACTS. PURCHASERS BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT
BE TREATED AS "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS. IT SHOULD BE
FURTHER UNDERSTOOD THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT
SPECIAL RULES NOT DESCRIBED IN THIS PROSPECTUS MAY BE APPLICABLE IN CERTAIN
SITUATIONS. MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE
STATE OR OTHER TAX LAWS.

Section 72 of the Code governs taxation of annuities in general. A Contract
Owner is not taxed on increases in the value of a Contract until distribution
occurs, either in the form of a lump sum payment or as Annuity Payments under
the Annuity Option selected. For a lump sum payment received as a total
withdrawal (total surrender), the recipient is taxed on the portion of the
payment that exceeds the cost basis of the Contract. For Non-Qualified
Contracts, this cost basis is generally the Purchase Payments, while for
Qualified Contracts there may be no cost basis. The taxable portion of the
lump sum payment is taxed at ordinary income tax rates.

For Annuity Payments, a portion of each payment in excess of an exclusion
amount is includible in taxable income. The exclusion amount for payments
based on a fixed Annuity Option is determined by multiplying the payment by
the ratio that the cost basis of the Contract (adjusted for any period certain
or refund feature) bears to the expected return under the Contract. The
exclusion amount for payments based on a variable Annuity Option is determined
by dividing the cost basis of the Contract (adjusted for any period certain or
refund guarantee) by the number of years over which the annuity is expected to
be paid. Payments received after the investment in the Contract has been
recovered (i.e. when the total of the excludable amounts equal the investment
in the Contract) are fully taxable. The taxable portion is taxed at ordinary
income tax rates. For certain types of Qualified Plans there may be no cost
basis in the Contract within the meaning of Section 72 of the Code. Contract
Owners, Annuitants, and Beneficiaries under the Contracts should seek
competent financial advice about the tax consequences of any distributions.
<PAGE>
The Company is taxed as a life insurance company under the Code. For federal
income tax purposes, the Separate Account is not a separate entity from the
Company and its operations form a part of the Company.

DIVERSIFICATION

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified. Disqualification
of the Contract as an annuity contract would result in the imposition of
federal income tax to the Contract Owner with respect to earnings allocable to
the Contract prior to the receipt of payments under the Contract. The Code
contains a safe harbor provision which provides that annuity contracts such as
the Contracts meet the diversification requirements if, as of the end of each
quarter, the underlying assets meet the diversification standards for a
regulated investment company and no more than 55% of the total assets consist
of cash, cash items, U.S. Government securities and securities of other
regulated investment companies.

On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg.
1.817-5), which established diversification requirements for the investment
portfolios underlying variable contracts such as the Contracts. The
Regulations amplify the diversification requirements for variable contracts
set forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be
deemed adequately diversified if: (1) no more than 55% of the value of the
total assets of the portfolio is represented by any one investment; (2) no
more than 70% of the value of the total assets of the portfolio is represented
by any two investments; (3) no more than 80% of the value of the total assets
of the portfolio is represented by any three investments; and (4) no more than
90% of the value of the total assets of the portfolio is represented by any
four investments.

The Code provides that, for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable
contracts by Section 817(h) of the Code have been met, "each United States
Government agency or instrumentality shall be treated as a separate issuer."

The Company intends that all Portfolios of the Trust underlying the Contracts
will be managed by the Investment Adviser for the Trust in such a manner as to
comply with these diversification requirements.

The Treasury Department has indicated that the diversification Regulations do
not provide guidance regarding the circumstances in which Contract Owner
control of the investments of the Separate Account will cause the Contract
Owner to be treated as the owner of the assets of the Separate Account,
thereby resulting in the loss of favorable tax treatment for the Contract. At
this time it cannot be determined whether additional guidance will be provided
and what standards may be contained in such guidance.

<PAGE>
The amount of Contract Owner control which may be exercised under the Contract
is different in some respects from the situations addressed in published
rulings issued by the Internal Revenue Service in which it was held that the
policy owner was not the owner of the assets of the separate account. It is
unknown whether these differences, such as the Contract Owner's ability to
transfer among investment choices or the number and type of investment choices
available, would cause the Contract Owner to be considered as the owner of the
assets of the Separate Account resulting in the imposition of federal income
tax to the Contract Owner with respect to earnings allocable to the Contract
prior to receipt of payments under the Contract.

In the event any forthcoming guidance or ruling is considered to set forth a
new position, such guidance or ruling will generally be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in the
Contract Owner being retroactively determined to be the owner of the assets of
the Separate Account.

Due to the uncertainty in this area, the Company reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

MULTIPLE CONTRACTS

The Code provides that multiple non-qualified annuity contracts which are
issued within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse
tax consequences including more rapid taxation of the distributed amounts from
such combination of contracts. Contract Owners should consult a tax adviser
prior to purchasing more than one non-qualified annuity contract in any
calendar year.

TAX TREATMENT OF ASSIGNMENTS

An assignment or pledge of a Contract may be a taxable event. Contract Owners
should therefore consult competent tax advisers should they wish to assign or
pledge their Contracts.

INCOME TAX WITHHOLDING

All distributions or the portion thereof which is includible in the gross
income of the Contract Owner are subject to federal income tax withholding.
Generally, amounts are withheld from periodic payments at the same rate as
wages and at the rate of 10% from non-periodic payments. However, the
Contract Owner, in most cases, may elect not to have taxes withheld or to have
withholding done at a different rate.

Effective January 1, 1993, certain distributions from retirement plans
qualified under Section 401 or Section 403(b) of the Code, which are not
directly rolled over to another eligible retirement plan or individual
retirement account or individual retirement annuity, are subject to a
mandatory 20% withholding for federal income tax. The 20% withholding
requirement does not apply to: a) distributions for the life or life
<PAGE>
expectancy of the participant or joint and last survivor expectancy of the
participant and a designated beneficiary; or b) distributions for a specified
period of ten (10) years or more; or c) distributions which are required
minimum distributions. Participants under such plans should consult their own
tax counsel or other tax advisor regarding withholding.
TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the Contract Value exceeds the aggregate
purchase payments made, any amount withdrawn will be treated as coming first
from the earnings and then, only after the income portion is exhausted, as
coming from the principal. Withdrawn earnings are includible in gross income.
It further provides that a 10% penalty will apply to the income portion of
any distribution. However, the penalty is not imposed on amounts received:
(a) after the taxpayer reaches age 59 1/2; (b) after the death of the Contract
Owner; (c) if the taxpayer is totally disabled (for this purpose disability is
as defined in Section 72(m)(7) of the Code); (d) in a series of substantially
equal periodic payments made not less frequently than annually for the life
(or life expectancy) of the taxpayer or for the joint lives (or joint life
expectancies) of the taxpayer and his or her Beneficiary; (e) under an
immediate annuity; or (f) which are allocable to purchase payments made prior
to August 14, 1982.

The above information does not apply to Qualified Contracts. However,
separate tax withdrawal penalties and restrictions may apply to such Qualified
Contracts. (See "Tax Treatment of Withdrawals -Qualified Contracts" below.)

QUALIFIED PLANS

The Contracts offered by this Prospectus are designed to be suitable for use
under various types of Qualified Plans. Taxation of participants in each
Qualified Plan varies with the type of plan and terms and conditions of each
specific plan. Contract Owners, Annuitants and Beneficiaries are cautioned
that benefits under a Qualified Plan may be subject to the terms and
conditions of the plan regardless of the terms and conditions of the Contracts
issued pursuant to the plan. Some retirement plans are subject to distribution
and other requirements that are not incorporated into the Contract's
administrative procedures. Owners, participants and Beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Contracts comply with applicable law.
Following are general descriptions of the types of Qualified Plans with which
the Contracts may be used. Such descriptions are not exhaustive and are for
general informational purposes only. The tax rules regarding Qualified Plans
are very complex and will have differing applications depending on individual
facts and circumstances. Each purchaser should obtain competent tax advice
prior to purchasing a Contract issued under a Qualified Plan.

Contracts issued pursuant to Qualified Plans include special provisions
restricting Contract provisions that may otherwise be available as described
in this Prospectus. Generally, Contracts issued pursuant to Qualified Plans
are not transferable except upon surrender or annuitization. Various penalty
and excise taxes may apply to contributions or distributions made in violation
of applicable limitations. Furthermore, certain withdrawal penalties and
<PAGE>
restrictions may apply to surrenders from Qualified Contracts. (See "Tax
Treatment of Withdrawals -Qualified Contracts" below.)

On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The Contracts sold by the Company in connection
with certain Qualified Plans will utilize annuity tables which do not
differentiate on the basis of sex. Such annuity tables will also be available
for use in connection with certain non-qualified deferred compensation plans.

H.R. 10 PLANS

Section 401 of the Code permits self-employed individuals to establish
Qualified Plans for themselves and their employees, commonly referred to as
"H.R. 10" or "Keogh" plans. Contributions made to the Plan for the benefit of
the employees will not be included in the gross income of the employees until
distributed from the Plan. The tax consequences to participants may vary
depending upon the particular plan design. However, the Code places
limitations and restrictions on all Plans including on such items as: amount
of allowable contributions; form, manner and timing of distributions;
transferability of benefits; vesting and nonforfeitability of interests;
nondiscrimination in eligibility and participation; and the tax treatment of
distributions, withdrawals and surrenders. (See "Tax Treatment of Withdrawals
- - Qualified Contracts" below.) These retirement plans may permit the purchase
of the Contracts to accumulate retirement savings under the plans. Adverse
tax or other legal consequences to the Plan, to the participant or to both may
result if the Contract is assigned or transferred to any individual as a means
to provide benefit payments, unless the Plan complies with all legal
requirements applicable to such benefits prior to the transfer of the
Contract. Purchasers of Contracts for use with an H.R. 10 Plan should obtain
competent tax advice as to the tax treatment and suitability of such an
investment.

INDIVIDUAL RETIREMENT ANNUITIES

Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to
an IRA which will be deductible from the individual's gross income. These
IRAs are subject to limitations on eligibility, contributions, transferability
and distributions. (See "Tax Treatment of Withdrawals - Qualified Contracts"
below.) Under certain conditions, distributions from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an IRA. Sales of Contracts for use with IRAs are subject to special
requirements imposed by the Code, including the requirement that certain
informational disclosure be given to persons desiring to establish an IRA.
The Internal Revenue Service has not reviewed the Contract for qualification
as an IRA, and has not addressed in a ruling of general applicability whether
a death benefit provision such as the provision in the Contract comports with
IRA qualification requirements. Purchasers of Contracts to be qualified as
Individual Retirement Annuities should obtain competent tax advice as to the
tax treatment and suitability of such an investment.
<PAGE>
CORPORATE PENSION AND PROFIT-SHARING PLANS

Sections 401(a) and 401(k) of the Code permit corporate employers to establish
various types of retirement plans for employees. These retirement plans may
permit the purchase of the Contracts to provide benefits under the Plan.
Contributions to the Plan for the benefit of employees will not be includible
in the gross income of the employees until distributed from the Plan. The tax
consequences to participants may vary depending upon the particular plan
design. However, the Code places limitations and restrictions on all plans
including on such items as: amount of allowable contributions; form, manner
and timing of distributions; transferability of benefits; vesting and
nonforfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. (See "Tax Treatment of Withdrawals - Qualified Contracts" below.)
These retirement plans may permit the purchaser of the Contracts to accumulate
retirement savings under the plans. Adverse tax or other legal consequences
to the plan, to the participant, or to both may result if the Contract is
assigned or transferred to any individual as a means to provide benefit
payments, unless the plan complies with all legal requirements applicable to
such benefits prior to transfer of the Contract. Purchasers of Contracts for
use with Corporate Pension or Profit-Sharing Plans should obtain competent tax
advice as to the tax treatment and suitability of such an investment.

SECTION 457 DEFERRED COMPENSATION ("SECTION 457") PLANS

Under Section 457 of the Code, employees of (and independent contractors who
perform services for) certain state and local governmental units, or certain
tax-exempt employers, may participate in a Section 457 plan of the employer,
allowing them to defer part of their salary or other compensations. The
amount deferred, and any income on such amount, will not be taxable until paid
or otherwise made available to the employee.

The maximum amount that can be deferred under a Section 457 plan in any tax
year is ordinarily one-third of the employee's includible compensation, up to
$7,500. Includible compensation means earnings for services rendered to the
employer which is includible in the employee's gross income, but excluding any
contributions under the Section 457 plan, or a Tax-Sheltered Annuity. During
the last three (3) years before an individual attains normal retirement age,
additional "catch-up" deferrals are permitted. The deferred amounts will be
used by the employer to purchase the Contract. The Contract will be issued to
the employer, and all Contract Values will be subject to the claims of the
employer's creditors. The employee has no rights or vested interest in the
Contract, and is only entitled to payment in accordance with the Section 457
plan provisions. Present federal income tax law does not allow tax-free
transfers or rollovers for amounts accumulated in a Section 457 plan, except
for transfers to other Section 457 plans in certain limited cases.

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

In the case of a withdrawal under a Qualified Contract, a ratable portion of
the amount received is taxable, generally based on the ratio of the
individual's cost basis to the individual's total accrued benefit under the
retirement plan. Special tax rules may be available for certain distributions
<PAGE>
from a Qualified Contract. Section 72(t) of the Code imposes a 10% penalty
tax on the taxable portion of any distribution from qualified retirement
plans, including Contracts issued and qualified under Code Sections 401 (H.R.
10 and Corporate Pension and Profit-Sharing Plans) and 408(b) (Individual
Retirement Annuities). To the extent amounts are not includible in gross
income because they have been rolled over to an IRA or to another eligible
Qualified Plan, no tax penalty will be imposed. The tax penalty will not
apply to the following distributions: (a) if distribution is made on or after
the date on which the Contract Owner or Annuitant (as applicable) reaches age
59 1/2; (b) distributions following the death or disability of the Contract
Owner or Annuitant (as applicable) (for this purpose disability is as defined
in Section 72(m)(7) of the Code); (c) after separation from service,
distributions that are part of substantially equal periodic payments made not
less frequently than annually for the life (or life expectancy) of the
Contract Owner or Annuitant (as applicable) or the joint lives (or joint life
expectancies) of such Contract Owner or Annuitant (as applicable) and his or
her designated Beneficiary; (d) distributions to a Contract Owner or Annuitant
(as applicable) who has separated from service after he/she has attained age
55; (e) distributions made to the Contract Owner or Annuitant (as applicable)
to the extent such distributions do not exceed the amount allowable as a
deduction under Code Section 213 to the Contract Owner or Annuitant (as
applicable) for amounts paid during the taxable year for medical care; and (f)
distributions made to an alternate payee pursuant to a qualified domestic
relations order. The exceptions stated in (d), (e) and (f) above do not apply
in the case of an Individual Retirement Annuity. The exception stated in (c)
above applies to an Individual Retirement Annuity without the requirement that
there be a separation from service.

Generally, distributions from a Qualified Plan must commence no later than
April 1 of the calendar year, following the year in which the employee attains
age 70 1/2. Required distributions must be over a period not exceeding the
life expectancy of the individual or the joint lives or life expectancies of
the individual and his or her designated beneficiary. If the required minimum
distributions are not made, a 50% penalty tax is imposed as to the amount not
distributed. In addition, distributions in excess of $150,000 per year may be
subject to an additional 15% excise tax unless an exemption applies.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

Generally, investment earnings on premiums for Contracts will be taxed
currently to the Contract Owner if the Owner is a non-natural person, e.g., a
corporation, or certain other entities other than tax-qualified trusts. Such
Contracts generally will not be treated as annuities for federal income tax
purposes.

FINANCIAL STATEMENTS

Financial statements of the Company have been included in the Statement of
Additional Information. No financial statements for the Separate Account have
been included herein because, as of the date of this Prospectus the
Sub-Accounts available under the Contracts offered hereunder had no assets.

<PAGE>
LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Separate Account,
the Distributor or the Company is a party which would have a negative impact
on any party's ability to meet its obligations under the Contracts.

<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

Item Page
- ---------------------------------------------------- ----
<S> <C>
Company.............................................

Experts.............................................

Legal Opinions......................................

Distributor.........................................

Yield Calculation for Money Market Sub-Account......

Performance Information.............................

Annuity Provisions..................................

Financial Statements................................
</TABLE>

<PAGE>

__________________

FRONT
- -----
Connecticut Mutual Financial
Services Company
Attention: XXXXXXXXXXXX
P.O. Box XXXX
Hartford, Connecticut 06154

</TABLE>

<TABLE>

<S> <C>
Please send me, at no charge the Statement of Additional
Information dated July 31, 1995 for the Individual Deferred
Variable Annuity Contracts issued by C.M. Multi-Account A.

BACK
- ----
(Please print or type and fill in all information.)

____________________________________________________
Name

____________________________________________________
Address

______________________________________________________
City State ZIP Code

</TABLE>

<PAGE>
PART B

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS

WITH FLEXIBLE PURCHASE PAYMENTS

ISSUED BY

C.M. MULTI-ACCOUNT A

AND

C.M. LIFE INSURANCE COMPANY

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED _____________, FOR THE
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS WITH FLEXIBLE PURCHASE PAYMENTS
WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS CALL
(800)XXX-XXXX OR WRITE THE DISTRIBUTOR: CONNECTICUT MUTUAL FINANCIAL SERVICES,
LLC, 140 Garden Street, Hartford, Connecticut 06154.

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED ___________, 1995.

<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS

<S> <C>
Page
----

Company......................................................... 3

Experts......................................................... 3

Legal Opinions.................................................. 3

Distributor..................................................... 3

Yield Calculation For Money Market Sub-Account.................. 3

Performance Information......................................... 4

Annuity Provisions.............................................. 5

Financial Statements............................................ 5
</TABLE>

<PAGE>
COMPANY

Information regarding the Company and its ownership is contained in the
Prospectus.

EXPERTS

The financial statements of the Company as of December 31, 1994 and 1993,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1994 have been included herein and have
been audited by Arthur Anderson LLP, independent public accountants, in
reliance on the reports of said firm, and upon the authority of said firm as
experts in accounting and auditing.

LEGAL OPINIONS

Legal matters in connection with the Contracts described herein are being
passed upon by the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport,
Connecticut.

DISTRIBUTOR

Connecticut Mutual Services, LLC ("CMFS, LLC") is the distributor of the
Contracts. CMFS, LLC is a limited liability corporation and a broker-dealer
registered with the Securities and Exchange Commission and a member of the
National Association of Securities Dealers, Inc. CMFS, LLC is an affiliate of
C.M. Life Insurance Company and G.R. Phelps & Company, Inc., the investment
adviser to Connecticut Mutual Financial Services Series fund I, Inc. The
offering is on a continuous basis.

YIELD CALCULATION FOR MONEY MARKET SUB-ACCOUNT

The Money Market Sub-Account of the Separate Account will calculate its
current yield based upon the seven days ended on the date of calculation.

The current yield of the Money Market Sub-Account is computed by
determining the net change (exclusive of capital changes) in the value of a
hypothetical pre-existing Contract Owner account having a balance of one
Accumulation Unit of the Sub-Account at the beginning of the period,
subtracting the Mortality and Expense Risk Charge, the Administrative Charge
and the Annual Contract Maintenance Charge, dividing the difference by the
value of the account at the beginning of the same period to obtain the base
period return and multiplying the result by (365/7).

The Money Market Sub-Account computes its effective compound yield
according to the method prescribed by the Securities and Exchange Commission.
The effective yield reflects the reinvestment of net income earned daily on
Money Market Sub-Account assets.

Net investment income for yield quotation purposes will not include
either realized capital gains and losses or unrealized appreciation and
depreciation, whether reinvested or not.

<PAGE>
The yields quoted should not be considered a representation of the yield
of the Money Market Sub-Account in the future since the yield is not fixed.
Actual yields will depend not only on the type, quality and maturities of the
investments held by the Money Market Sub-Account and changes in the interest
rates on such investments, but also on changes in the Money Market
Sub-Account's expenses during the period.

Yield information may be useful in reviewing the performance of the Money
Market Sub-Account and for providing a basis for comparison with other
investment alternatives. However, the Money Market Sub-Account's yield
fluctuates, unlike bank deposits or other investments which typically pay a
fixed yield for a stated period of time.

PERFORMANCE INFORMATION

From time to time, the Company may advertise performance data as
described in the Prospectus. Any such advertisement will include total return
figures for the time periods indicated in the advertisement. Such total
return figures will reflect the deduction of a 1.25% Mortality and Expense
Risk Charge, a .15% Administrative Charge, the investment advisory fee for the
underlying Portfolio being advertised and any applicable Annual Contract
Maintenance Charge.

The hypothetical value of a Contract purchased for the time periods
described in the advertisement will be determined by using the actual
Accumulation Unit Values for an initial $1,000 purchase payment, and deducting
any applicable Annual Contract Maintenance Charge to arrive at the ending
hypothetical value. The average annual total return is then determined by
computing the fixed interest rate that a $1,000 purchase payment would have to
earn annually, compounded annually, to grow to the hypothetical value at the
end of the time periods described. The formula used in these calculations is:

n
P (1+T) = ERV
<TABLE>
<CAPTION>

<S> <C> <C>
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the time periods used (or
fractional portion thereof) of a hypothetical $1,000 payment
made at the beginning of the time periods used.
</TABLE>

In addition to total return data, the Company may include yield information in
its advertisements. For each Sub-Account (other than the Money Market
Sub-Account) for which the Company will advertise yield, it will show a yield
quotation based on a 30 day (or one month) period ended on the date of the
most recent balance sheet of the Separate Account included in the registration
statement, computed by dividing the net investment income per Accumulation
Unit earned during the period by the maximum offering price per Unit on the
<PAGE>
last day of the period, according to the following formula:

6
Yield = 2 [((a-b)/(cd) + 1) - 1]

<S> <C> <C>
Where:

a = Net investment income earned during the period by the Trust
attributable to shares owned by the Sub-Account.

b = Expenses accrued for the period (net of reimbursements).

c = The average daily number of Accumulation Units outstanding
during the period.

d = The maximum offering price per Accumulation Unit on the last day
of the period.
</TABLE>

Contract Owners should note that the investment results of each Sub-Account
will fluctuate over time, and any presentation of the Sub-Account's total
return or yield for any period should not be considered as a representation of
what an investment may earn or what a Contract Owner's total return or yield
may be in any future period.

ANNUITY PROVISIONS

A Variable Annuity is an annuity with payments which; (1) are not
predetermined as to dollar amount; and (2) will vary in amount with the net
investment results of the applicable Sub-Accounts of the Separate Account.
Annuity Payments also depend upon the Age of the Annuitant and any Joint
Annuitant and the assumed interest factor utilized. The Annuity Table used
will depend upon the Annuity Option chosen. The dollar amount of annuity
payments after the first is determined as follows;

<C> <S>
1. The dollar amount of the first Annuity Payment is divided
by the value of a Date. This establishes the
number of Annuity Units for each Annuity Payment. The number
of Annuity Units remains fixed during the Annuity Period.

2. For each Sub-Account, the fixed number of Annuity Units is
multiplied by the Annuity Unit value on each subsequent
Annuity Payment Date.

<PAGE>
3. The total dollar amount of each Variable Annuity Payment is the
sum of all Sub-Account Variable Annuity Payments.
</TABLE>

(See "Annuity Provisions" in the Prospectus.)

FINANCIAL STATEMENTS

The financial statements of the Company included herein should be
considered only as bearing upon the ability of the Company to meet its
obligations under the Contracts.

No financial statements for the Separate Account have been included
herein, because, as of the date of this statement of Additional Information,
the Sub-Accounts available under the Contract has no assets.

<PAGE>

<TABLE>
C.M. LIFE INSURANCE COMPANY
BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
($ IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> 1994 1993
---- ----

ASSETS: <C> <C>
Investments:
Fixed maturities at cost (fair value;
$684,213 in 1994 and $647,980 in 1993) $717,291 $627,110
Equity securities at cost (fair value;
$2,065 in 1994 and $2,095 in 1993) 1,815 1,815
Mortgage loans on real estate at net
realizable value 42,038 65,788
Real estate at cost 1,897 5,362
Policy loans at outstanding balance 109,720 98,215
Cash and cash equivalents 3,025 5,589
------- -------

Total investments 875,786 803,879
------- -------

Accrued investment income 14,023 13,215
Accounts receivable 5,330 4,317
Amounts due from reinsurers 1,162 1,229
Other assets 2,318 1,709
Assets of Separate Account 309,672 145,661
---------- ---------

TOTAL ASSETS $1,208,291 $970,010
---------- --------

LIABILITIES AND STOCKHOLDER'S EQUITY:
Liabilities:
Future policy benefits $751,808 $698,779
Policy claims and benefits currently
payable 1,772 1,758
Indebtedness to related parties 6,965 11,485
Federal income tax payable 2,446 441
Asset valuation reserve 6,640 6,534
Other liabilities 7,906 8,582
Other deposits 31,690 15,992
Transfers due from Separate Account (14,445) (7,120)
Liabilities of Separate Account 309,672 145,661
--------- -------

TOTAL LIABILITIES 1,104,454 882,112
--------- -------

STOCKHOLDER'S EQUITY:
Common stock, $200 par value - 50,000
shares authorized, 12,500 shares
issued and outstanding 2,500 2,500
Additional paid-in capital 43,759 43,759
Retained earnings 57,578 41,639
---------- --------

TOTAL STOCKHOLDER'S EQUITY 103,837 87,898
---------- --------

TOTAL LIABILITIES AND STOCKHOLDER'S $1,208,291 $970,010
========== ========

<FN>

The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>
<TABLE>
C.M. LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
($ IN THOUSANDS)

1994 1993 1992
---- ---- ----

<S> <C> <C> <C>
REVENUES:
Premiums and annuity considerations $111,238 $108,097 $117,785
Less: reinsurance ceded (54,032) (56,905) (60,830)
-------- -------- --------

Net premiums and annuity considerations 57,206 51,192 56,955
Net investment income 59,887 57,460 56,666
Net realized capital gains (losses) on
investments (2,533) 459 (380)
Other income 984 363 20
------- ------- -------

TOTAL REVENUES 115,544 109,474 113,261
BENEFITS, LOSSES AND EXPENSES:
Benefits, claims and settlement expenses 101,243 98,700 111,843
Acquisition and insurance expenses 24,630 25,436 31,736
Other expenses 4,199 3,004 3,633
Less: reinsurance benefits and expenses
ceded
(45,804) (50,001) (54,537)
-------- -------- --------

TOTAL BENEFITS, LOSSES AND EXPENSES 84,268 77,139 92,675
------ ------ ------

INCOME BEFORE FEDERAL INCOME TAX
EXPENSE 31,276 32,335 20,586

FEDERAL INCOME TAX EXPENSE 13,488 11,241 9,055
------ ------ -----
NET INCOME $17,788 $21,094 $11,531
======= ======= =======

<FN>

The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>
<TABLE>
C.M. LIFE INSURANCE COMPANY
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
($ IN THOUSANDS)

1994 1993 1992
---- ---- ----

<S> <C> <C> <C>
Common Stock $ 2,500 $ 2,500 $ 2,500
Additional Paid-in Capital 43,759 43,759 43,759

Retained Earnings
Balance, beginning of year 41,639 21,163 10,155
Net income 17,788 21,094 11,531
Change in asset valuation reserve (106) (1,313) 877
Change in nonadmitted assets (1,761) 675 (1,004)
Net unrealized capital gain (loss) 18 84 (1,514)
Other - (64) 1,118
------ ------ ------

Balance, end of year 57,578 41,639 21,163
------ ------ ------

TOTAL STOCKHOLDER'S EQUITY $103,837 $87,898 $67,422
======== ======= =======

<FN>

The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>
<TABLE>
C.M. LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
($ IN THOUSANDS)

1994 1993 1992
---- ---- ----

<S> <C> <C> <C>
CASH PROVIDED:
Premiums and annuity considerations, net
of reinsurance $56,346 $49,530 $57,180
Other deposits 193,970 129,030 25,149
Net investment income 60,886 58,728 56,147
Commission and expense allowance and
reserve adjustment on reinsurance ceded 22,484 29,576 35,794
Other - 2,106 4,983
------- ------- -------

333,686 268,970 179,253
------- ------- -------

Benefits and interest to policyholders
and beneficiaries, net of reinsurance (43,808) (28,973) (38,391)
Acquisition and insurance expenses, net
of reinsurance (25,934) (28,619) (35,926)
Transfers to Separate Account (168,913) (114,917) (21,605)
Federal income taxes paid (10,076) (11,579) (12,290)
Other payments, net (15,132) (17,903) (5,284)
-------- -------- -------

(263,863) (201,991) (113,496)
--------- --------- ---------

Net cash provided by operations 69,823 66,979 65,757

Proceeds from the disposition of fixed
maturities and mortgage loans on real
estate 249,038 348,263 199,831
Other cash provided - 855 5,725
------- ------- -------

Total cash provided 318,861 416,097 271,313
------- ------- -------

CASH APPLIED:
Purchases of fixed maturities 320,272 408,017 274,590
Purchase of equity securities - 296 2,330
Other applications 1,153 3,974 1,601
----- ----- -----

Total cash applied 321,425 412,287 278,521
------- ------- -------

Net increase (decrease) in cash and cash
equivalents (2,564) 3,810 (7,208)

CASH AND CASH EQUIVALENTS:
Beginning of year 5,589 1,779 8,987
----- ----- -----

End of year $3,025 $5,589 $1,779
====== ====== ======

<FN>

The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>
C.M. LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992
($ IN THOUSANDS)

1. Organization:
------------

C.M. Life Insurance Company (C.M. Life) is a wholly owned stock life insurance
subsidiary of Connecticut Mutual Life Insurance Company (Connecticut Mutual).

2. Summary of Significant Accounting Policies:
------------------------------------------

C.M. Life's financial statements have been prepared in conformity with
accounting practices and procedures of the National Association of Insurance
Commissioners (NAIC) as prescribed or permitted by the Insurance Department of
the State of Connecticut, which are considered to be generally accepted
accounting principles for wholly owned stock life insurance subsidiaries of
mutual life insurance companies. (see Note 2.h.).

The principal accounting practices currently followed by C.M. Life are as
follows:

a. Assets - Assets are stated at amounts reported to state regulatory
authorities. Certain assets, such as prepaid agent commissions and
other prepaid expenses, are excluded from the balance sheet and amounted
to $2,684 and $923 as of December 31, 1994 and 1993.
b. Investments - Investments are valued in accordance with procedures
prescribed by the NAIC. Fixed maturities eligible for amortization are
reported at amortized cost. Equity securities of preferred stock are
reported at cost. Mortgage loans on real estate are reported at the
unpaid principal balance unless delinquent, at which time they are
reported at the lower of the unpaid balance or fair value. Investments
in real estate which have been identified for sale within the next
twelve months are reported at the lower of cost, less accumulated
depreciation of $187 and $124 at December 31, 1994 and 1993,
respectively, or market value. Investments for real estate which have
been identified as held for investment are reported at the lower of
cost, less accumulated depreciation of $0 and $466 at December 31, 1994
and 1993, respectively, or market value. The Company calculates
depreciation for its real estate investments using principally the
straight line method. Policy loans are reported at the aggregate amount
of the unpaid balances. Short-term investments are reported at
amortized cost, which approximates fair value.

The Company maintains an Interest Maintenance Reserve (IMR) for all
fixed income investments and establishes a liability/asset to defer all
interest rate related realized capital gains and losses, net of taxes,
as they occur. The deferral is subsequently amortized to net investment
income over the period remaining to maturity of the assets sold. All
other realized gains and losses are reported in the Statements of
Operations upon sale. Unrealized capital gains and losses are reported
as additions to or reductions from equity.

The Asset Valuation Reserve (AVR), prescribed by the NAIC, provides for
possible decline in the value of bonds, stocks, mortgage loans, real
estate and other invested assets. This reserve contains different
components, each designed to address specific asset risks. Changes in
the AVR are charged or credited directly to equity. The AVR increased
by $106 and $1,313 in 1994 and 1993, respectively.

Investments which exceeded 10% of total stockholder's equity are as
follows:
<TABLE>
<S> 1994 1993
---- ----

Mortgage loans on real estate: <C> <C>
J.L. Associates LTD PTR None $15,200

</TABLE>

<PAGE>

The Company uses derivative instruments (as defined in FAS No. 119)
which include options and futures, to hedge equity exposure and to
hedge reinvestment of proceeds from major anticipated transactions.
During 1994 interest rate futures were acquired to hedge the
reinvestment of anticipated proceeds from a bulk mortgage sale. The
actual gain of $95 was amortized over the expected term of the assets
acquired with the mortgage sale proceeds. During 1993 no futures and
options were utilized to hedge equity exposures.

There were no fixed maturities greater than 10% of stockholder's equity
as of December 31, 1994 and 1993.

C.M. Life has loans overdue more than 12 months as follows:

1994 1993
---- ----

Defaults on mortgages: (non-income
producing for 12 months) $2,77 None

c. Disclosure of the Fair Value of Financial Instruments - Fair value is
defined as "the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or
liquidation sale." (Fair value estimates, methods and significant
assumptions are disclosed in the relevant footnotes.)

d. Reserves for Payment of Future Benefits: Reserves for payment of future
benefits on life insurance, developed by accepted actuarial methods, are
established and maintained primarily on the Commissioners' Reserve
Valuation Method utilizing the 1980 Commissioners' Standard Ordinary
Mortality Table with interest rates of 4%-4 1/2%. Reserves for single
premium deferred annuities are calculated based on the Commissioners'
Annuity Reserve Valuation Method utilizing the change in fund method and
assuming interest on changes in funds of 7.0%, 7.5% and 8.25% in 1994,
1993, and 1992 respectively. Additional reserves are maintained for
contracts where the cash surrender value exceeds the actuarially
determined reserve.

e. Separate Accounts: Separate accounts include the assets and liabilities
of certain annuity contracts that must be segregated from C.M. Life's
general assets under the terms of the contracts. The assets consist
primarily of marketable securities reported at market value. Reserves
for these annuity contracts have been established using assumed interest
rates and valuation methods that will provide reserves at least as great
as those required by law and contract provisions. Transfers due from
Separate Account, a contra-liability, represents Separate Account
liabilities in excess of Separate Account reserves.

f. Premiums and Insurance Operating Expenses: Premiums are reported as
income when due. Commissions and other costs relating to the
solicitation, underwriting and issuance of new contracts are reported as
acquisition and insurance expenses in the year incurred.

g. Cash Equivalents: For purposes of the Statements of Cash Flows, C.M.
Life considers all highly liquid short-term investments with a maturity
of three months or less from the date of purchase to be cash
equivalents. The carrying amounts reported approximate those assets'
fair value.

h. New Accounting Pronouncements: The Financial Accounting Standards Board
(FASB) has issued an interpretation declaring that financial statements
of mutual life insurance companies, and their wholly owned subsidiaries,
which are prepared on the basis of statutory accounting principles, will
no longer be considered to be in conformity with GAAP. This
interpretation applies to financial statements issued for fiscal years
beginning after December 15, 1995. Certain accounting principles for
mutual life insurance companies, which will be required to be in
compliance with GAAP, were also issued by the FASB and the American
Institute of Certified Public Accountants in January 1995. The
financial statement impact of adopting these accounting principles has
not been determined by the Company. The effect of initially adopting
the FASB interpretation shall be reported retroactively through
restatement of all previously issued financial statements presented for
comparative purposes for fiscal years beginning after December 15, 1992.
<PAGE>

Financial Accounting Standard (FAS) No. 120, Accounting and Reporting by
Mutual Life Insurance Enterprises and by Insurance Enterprises for
Certain Long-Duration Participating Contracts, which was issued in
January 1995 extends the requirements of FASB statements Nos. 60
(Accounting and Reporting by Insurance Enterprises), 97 (Accounting and
Reporting by Insurance Enterprises for Certain Long-Duration Contracts
and For Realized Gains and Losses From the Sale of Investments) and 113
(Accounting and Reporting for Reinsurance of Short-Duration and Long-
Duration Contracts) to C.M. Life.

The impact of adopting these accounting standards on C.M. Life's
financial position or results of operations is not known or reasonably
estimable at this time.

i. Reclassifications: The 1993 and 1992 financial statements and Notes to
Financial Statements reflect certain reclassifications to conform with
the 1994 presentation.

3. Federal Income Taxes:
--------------------

C.M. Life is included in Connecticut Mutual's consolidated Federal income tax
return and, in accordance with a written tax-sharing agreement, makes a
provision for payment to Connecticut Mutual based on its income included in
Connecticut Mutual's consolidated taxable income. This provision is based on
income which is currently taxable.

4. Stockholder's Equity:
--------------------

The Board of Directors of Connecticut Mutual has authorized the contribution
of funds to C.M. Life sufficient to meet the capital requirements of all
states in which C.M. Life is licensed to do business. Substantially all of
the statutory stockholder's equity is subject to dividend restrictions
relating to various state regulations which limit the payment of dividends
without prior approval.

5. Reinsurance:
-----------

C.M. Life reinsures (cedes) a portion of its life insurance business to
Connecticut Mutual and other insurers, in order to reduce insurance risk.
C.M. life's retention limit per individual insured is $4 million; the portion
of the risk exceeding the retention limit is reinsured with other insurers.

The reinsurance contract with Connecticut Mutual is a modified coinsurance
quota-share treaty. Under the treaty C.M. Life cedes 50% of the premiums on
universal life policies issued in 1985 and 75% of the premiums with issue
dates on or after January 1, 1986. In return Connecticut Mutual pays C.M.
Life a stipulated expense allowance, death and surrender benefits, and a
modified coinsurance adjustment. Reserves for payment of future benefits for
the ceded policies are retained by C.M. Life.
C.M. Life also has a stop-loss agreement with Connecticut Mutual under which
C.M. Life cedes claims which, in aggregate, exceed $18,348 in 1994, $16,431 in
1993 and $16,443 in 1992. In 1994, 1993, and 1992, the limit was not
exceeded. The agreement was amended and renewed in 1994 for a duration of
three years. The amended maximum coverage is $25,000. C.M. Life paid
approximately $435, $446 and $478 in premiums under the agreement in 1994,
1993 and 1992, respectively.

C.M. Life is contingently liable with respect to ceded reinsurance in the
event any reinsurer is unable to fulfill its contractual obligations.

<PAGE>

6. Investments:
-----------

Fixed maturities:
----------------

The carrying value and estimated fair value of investments in fixed maturities
as of December 31, 1994 and 1993 are as follows:
<TABLE>
<S>
1994 Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
----- ----- ------ -----

<C> <C> <C> <C>
U.S. Government $62,501 $ - $ 1,874 $60,627

Special Revenue and
Special Assessment
Obligations and all
Non-guaranteed Obli-
gations of Government
Agencies, Authorities,
and Subdivisions 4,373 - 375 3,998

Foreign Government,
Province & Municipal 16,175 117 904 15,388

Public Utility 38,773 227 1,605 37,395

Mortgage Backed
Obligations 167,641 533 12,184 155,990

Industrial and
Miscellaneous 427,828 967 17,980 410,815
--------- ---------------------- ----------

Total Fixed Maturities $717,291 $1,844 $34,922 $684,213
========= ======================= ==========

1993 Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
----- ----- ------ -----

U.S. Government $ 24,015 $ 906 $ - $ 24,921

Special Revenue and
Special Assessment
Obligations and all
Non-guaranteed Obli-
gations of Government
Agencies, Authorities,
and Subdivisions 5,000 - - 5,000

Foreign Government,
Province & Municipal 23,511 620 529 23,602

Public Utility 34,162 1,577 99 35,640

Mortgage Backed
Obligations 135,309 3,505 706 138,107

Industrial and
Miscellaneous 405,113 16,477 881 420,710
--------- ----------------------- ----------

Total Fixed Maturities $627,110 $23,085 $2,215 $647,980
========= ======================= ==========

</TABLE>

<PAGE>

The carrying value and estimated fair value of C.M. Life's fixed maturities at
December 31, 1994, by contractual maturity, are shown below. Expected
maturities may differ from contractual maturities because borrowers may have
the right to prepay obligations with or without prepayment penalties.
<TABLE>
Estimated
Carrying Fair
Value Value
----- -----

<S> <C> <C>
Due in one year or less $ 26,429 $ 26,509
Due after one year through five years 339,561 328,984
Due after five years through ten years 176,968 166,335
Due after ten years 6,692 6,395
Mortgage-backed securities 167,641 155,990
----------- ---------

Total $717,291 $684,213
=========== =========

TABLE>

Proceeds from sales of fixed maturities were $224,884, $334,801 and $182,572
for 1994, 1993 and 1992, respectively. Gross gains of $1,358, $5,931 and
$1,444 and gross losses of $4,439, $1,016 and $3,650 were realized on those
sales for 1994, 1993 and 1992, respectively.

The estimated fair value for the public bonds is based on the quoted market
price from various external bond pricing services. Private bonds are assigned
an internal quality rating which parallels independent rating agency criteria
and is consistent with NAIC ratings. The fair value of these bonds is
estimated by discounting the expected future cash flows using a current
discount rate based on the quality rating and maturity of the specific
instruments.

Equity Securities:
------------------

Equity securities consist solely of preferred stock which is reported at cost,
the estimated fair value of which is $2,065 and $2,095 as of December 31, 1994
and 1993, respectively. The estimated fair value for the equity securities is
based on quoted market prices from national securities exchanges and over-the-
counter markets.

Mortgage Loans on Real Estate:
-----------------------------

The following table provides a breakdown of the carrying value of mortgage
loans on real estate by geographical location:

</TABLE>
<TABLE>
1994 1993
---- ----

<S> <C> <C>
United States
Northeast $22,111 $ 23,425
South Atlantic 13,090 16,615
North Central - 18,784
South Central 3,462 3,498
West 3,375 3,466
------------ ------------

Total $42,038 $ 65,788
============ ============

</TABLE>

Outstanding mortgages whose terms have been modified aggregated $24,034 and
$26,196 which represents 57.2% and 39.8% of the total portfolio as of December
31, 1994 and 1993, respectively. Income recognized during 1994, 1993 and 1992
on these restructured loans was $1,379, $1,495 and $1,018, respectively.
Income that would have been recognized during 1994, 1993 and 1992 on these
loans, if such loans had been current in accordance with their original terms
and had been outstanding throughout the year, was $2,296, $2,568 and $1,851,
respectively.

C.M. Life has loans either overdue more than three months or in the process of
foreclosure of $2,774 and $43 at December 31, 1994 and 1993, respectively.
Additionally, C.M. Life has properties which it acquired in satisfaction of
debt of $1,897 and $5,362 at December 31, 1994 and 1993, respectively.

<PAGE>

The estimated fair value for mortgages was $40,241 and $64,528 at December 31,
1994 and 1993, respectively. The value for performing mortgages is determined
by discounting the expected future cash flows using the current interest rates
at which similar loans would be made to borrowers with similar credit ratings
and remaining maturities. The non-performing mortgages are valued based on a
discounted cash flow analysis on the underlying collateral using the current
market rate for similar collateral.

7. Policy loans:
------------

Policy loans are issued with either fixed or variable interest rates,
depending upon the terms of the policies. For those loans with fixed interest
rates, the interest rates range from 5% to 8%. Since policy loans do not have
defined maturities, management believes it is not practicable to estimate the
fair value of fixed policy loans. For loans with variable interest rates, the
rates are adjusted annually based upon changes in a corporate bond index and
are stated at fair value.

The carrying value of policy loans as of December 31, 1994 and 1993 is as
follows:
<TABLE>
1994 1993
---- ----

<S> <C> <C>
Fixed $ 1,639 $ 1,603
Variable 108,081 96,612
------------- ------------

$ 109,720 $ 98,215
============= ============

</TABLE>

8. Fair Value Disclosure of Other Financial Instruments:
----------------------------------------------------

The Company has identified certain liabilities as financial instruments that
require fair value disclosure. The following methods and assumptions were
used to estimate the fair value of each class of these instruments for which
it is practicable to estimate the value.

Since supplementary contracts may be perceived as deposit liabilities with
defined maturities, the Company has determined fair value based on the
discounted value of amounts payable at maturity of the contract. Discount
rates used to determine fair value range from 6.5% to 7.9%. All other deposit
liabilities are not considered to have defined maturities. The Company has
determined fair value for these contracts to be equal to the cash surrender
value, which is that amount which is payable to policyholders on demand.

The estimated fair values for liabilities, which the Company has identified as
investment contracts and borrowed funds, are as follows:
<TABLE>
1994 1993
---- ----

Estimated Estimated
<S> Carrying Fair Carrying Fair
Value Value Value Value
----- ----- ----- -----

Financial Liabilities <C> <C> <C> <C>
---------------------

Future Policy Benefits
Annuity Reserves -
Accumulation Phase $30,239 $28,868 $21,140 $22,308
Other Deposits 31,690 29,484 15,992 15,884
Other Liabilities
Funds Deposited Under
Income Settlements -
Supplementary
Contracts Without
Life Contingencies 270 260 262 262
Liabilities of
Separate Account 309,672 309,672 145,661 145,661
</TABLE>

<PAGE>

9. Related Party Transactions:
--------------------------

Connecticut Mutual allocates certain expenses to C.M. Life for providing
operating facilities, human resources, computer software development and
managerial services. Total expenses allocated to C.M. Life were approximately
$16,412, $18,831 and $24,590 in 1994, 1993 and 1992, respectively.

10. Net Investment Income:
---------------------

Net Investment Income is comprised of the following:
<TABLE>
1994 1993 1992
---- ---- ----

<S> <C> <C> <C>
Fixed maturities $47,658 $43,983 $42,908
Mortgage loans on real estate 4,383 5,813 6,507
Policy loans 7,925 7,448 7,785
Amortization of IMR 309 251 (239)
Other 1,449 1,844 1,383
----- ----- -----

Total investment income 61,742 59,339 58,344
Less: Applicable investment
expenses 1,837 1,879 1,678
----- ----- -----

Net investment income $59,887 $ 57,460 $ 56,666
======= ======== ========

<FN>
Net investment income and realized gains and losses applicable to
the Separate Account are not included in C.M. Life's net investment
income and realized gains and losses reported in the Statement of Operations.
</TABLE>

Realized and Unrealized Gains and Losses:
----------------------------------------

The cost of investments sold is determined by the specific identification
method. Realized gains and losses and the change in the difference between
market value and cost for fixed maturities and equity securities are
summarized
as follows:
<TABLE>
<S> 1994 1993 1992
---- ---- ----

Realized Gains and Losses: <C> <C> <C>
Fixed Maturities:
Realized gains $ 1,358 $ 5,931 $ 1,444
Realized losses (4,439) (1,016) (3,650)
---------- ------------ ------------

(3,081) 4,915 (2,206)
---------- ----------- ------------

Equity Securities:
Realized gains - 4 -
Realized losses - - -
--------- ----------- -----------

- 4
--------- ----------- ------------

Real Estate:
Realized gains - - -
Realized losses (2,158) - -
--------- ----------- -----------

(2,158) - -
--------- ----------- -----------

Mortgage Loans:
Realized gains - - -
Realized losses (2,093) (13) (25)
--------- ----------- -----------

(2,093) (13) (25)
--------- ----------- -----------

(Gains)/Losses 4,799 (4,447) 1,851
Transferred to IMR
Net Realized Capital
Gains/(Losses)

$ (2,533) $ 459 $ (380)
========== =========== ===========

Unrealized Gains and Losses:
Fixed Maturities:
Net unrealized gains
(losses),end of year $ (33,077) $ 20,870 $ 16,497
Net unrealized gains,
beginning of year 20,870 16,497 20,035
--------- ----------- -----------

Change in unrealized
gains or losses on
fixed maturities $ (53,947) $ 4,373 $ (3,538)
========== =========== ============

<FN>
The change in unrealized gains and (losses) for equity securities were
$(30), $50 and $105 as of December 31, 1994, 1993 and 1992, respectively.
</TABLE>

12. Contingencies:
-------------

In the normal course of its business operations, C.M. Life is involved in
litigation from time to time with claimants, beneficiaries and others.
Several lawsuits were pending at December 31, 1994. In the opinion of
management, the ultimate liability, if any, arising from this litigation is
not expected to have a material adverse effect on the financial position of
C.M. Life.

<PAGE>
PART C

<PAGE>

PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits

a. FINANCIAL STATEMENTS

The following financial statements of the Company are included in Part B
hereof:

<C> <S>
1. Report of Independent Public Accountants.

2. Balance Sheets as of December 31, 1994 and 1993.

3. Statements of Operations for the Years Ended December 31, 1994, 1993 and 1992.

4. Statements of Stockholder's Equity for the Years Ended December 31, 1994, 1993 and 1992.

5. Statements of Cash Flows for the Years Ended December 31, 1994, 1993 and 1992.

6. Notes to Financial Statements - December 31, 1994, 1993 and 1992.
</TABLE>

No financial statements for the Separate Account have been included herein
because, as of the date of this Prospectus, the Sub-Accounts available under
the Contract offered hereunder had no assets.

b. EXHIBITS

<C> <S>
1. Resolution of Board of Directors of the Company
authorizing the establishment of the Separate Account.*

2. Not Applicable.

3. (i) Form of Principal Underwriting Agreement
(ii) Form of Broker/Dealer Agreement
(iii)Form of Producer's Agreement

4. Individual Variable Deferred Annuity Contract.

5. Application Form.

6. (i) Copy of Articles of Incorporation of the Company.
(ii) Copy of the Bylaws of the Company.
<PAGE>
7. Not Applicable.

8. Form of Fund Participation Agreement.

9. Opinion and Consent of Counsel.

10. Consent of Independent Accountants.

11. Not Applicable.

12. Not Applicable.

13. Not Applicable.

14. Not Applicable.

15. Powers of Attorney.
<FN>
* Incorporated by reference to Registrant's Form N_4 filed on August 11,
1994.
</TABLE>

Item 25. Directors and Officers of the Depositor
_______________________________________

The following are the Executive Officers and Directors of the Company:

<S> <C>
Name and Principal Position and Offices
Business Address* with Depositor
- --------------------- -------------------------------------------

John D. Loewenberg Director and Executive Vice President

David E. Sams, Jr. Director, Chairman and President

J. Brinke Marcuccilli Director and Chief Financial Officer

Emelia M. Bruno Controller

Scott C. Peter Treasurer

Anne Melissa Dowling Vice President and Chief Investment Officer

David J. Beed Vice President

Maureen Ford Vice President

Ann F. Lomeli Secretary

<PAGE>
Donald A. Skokan Actuary

Michael Iskra Assistant Treasurer

John A. Hubbard Actuary
<FN>
* The Principal Business Address for all personnel is 140 Garden Street,
Hartford, Connecticut 06154.
</TABLE>

Item 26. Persons Controlled by or Under Common Control with the Depositor
or Registrant
_______________________________________________________________

C.M. Life Insurance Company is 100% owned by Connecticut Mutual Life Insurance
Company.

The discussion that follows indicates those entities owned directly or
indirectly by Connecticut Mutual Life Insurance Company.

<PAGE>
CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
________________________________________

SUBSIDIARIES
___________

As of 06/27/95
_____________

CM ADVANTAGE, INC.
__________________

This is a Connecticut corporation incorporated February 27, 1984. Its
business is acting as general partner in real estate limited partnerships.
DHC, Inc. owns all the outstanding stock.

CM ASSURANCE COMPANY
____________________

This is a Connecticut corporation incorporated July 23, 1986 (CM Insurance
Company) and renamed December 15, 1987. The type of business - life
insurance, endowments, annuities, accident, disability and health insurance.
Connecticut Mutual owns all the stock.

CM BENEFIT INSURANCE COMPANY
____________________________

This is a Connecticut corporation incorporated in April 22, 1986 as CM Pension
Insurance Company and renamed CM Benefit Insurance Company on December 15,
1987. Type of business - life insurance, endowments, annuities, accident,
disability and health insurance. Connecticut Mutual own all the stock.

CM INSURANCE SERVICES, INC.
__________________________

A Connecticut corporation incorporated July 20, 1981 as DIVERSIFIED INSURANCE
SERVICES OF AMERICA, INC. and renamed as CM Insurance Services, Inc. on June
23, 1992. Type of business - the sale of, solicitation for, or procurement or
making of insurance or annuity contracts and any other type of contract sold
by insurance companies. DHC, Inc. owns all the issued and outstanding stock.
CM INSURANCE SERVICES, INC. (Arkansas)
______________________________________

An Arkansas corporation incorporated January 11, 1982 as Diversified Insurance
Services Agency of America and renamed CM Insurance Services, Inc. on October
19, 1992. Type of business - the sale of, solicitation for, or procurement or
making of insurance or annuity contracts and any other type of contract sold
by insurance companies. CM Insurance Services, Inc. owns all of the issued
and outstanding common stock.

<PAGE>
CM INSURANCE SERVICES, INC. (Texas)
___________________________________

A Texas corporation incorporated April 16, 1982 and renamed CM Insurance
Services, Inc. Type of business - the sale of, solicitation for, or
procurement or making of insurance or annuity contracts and any other type of
contract sold by insurance companies. CM Insurance Services, Inc. controls
100 shares (100%) of the issued and outstanding common stock through a voting
trust.

CM INTERNATIONAL, INC.
______________________

A Delaware corporation incorporated July 25, 1985. Type of business - holding
a mortgage pool and issuance of collateralized mortgage obligations. DHC,
Inc. owns all the outstanding stock.

CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
____________________________________________

This is a Maryland corporation incorporated December 9, 1981 as Connecticut
Mutual Liquid Account, Inc. It is a diversified open-end management
investment company. As of 3/31/94, Connecticut Mutual and its various
subsidiaries owned approximately 30% of its shares.

CONNECTICUT MUTUAL FINANCIAL SERVICES SERIES FUND I, INC.
_________________________________________________________

This is a Maryland corporation organized August 17, 1981. It is a diversified
open-end management investment company. Shares of the fund are sold to
Connecticut Mutual and its affiliates, primarily CML's Panorama separate
account.

CONNECTICUT MUTUAL FINANCIAL SERVICES, LLC
__________________________________________

A Connecticut limited liability corporation formed November 10, 1994. It is a
registered broker-dealer. Connecticut Mutual has a 99% ownership interest and
CM Strategic Ventures, Inc. has a 1% ownership interest.

C. M. LIFE INSURANCE COMPANY
____________________________

A Connecticut corporation incorporated April 25, 1980. Its business is the
sale of life insurance, endowments, annuities, accident, disability and
accident and health insurance. Connecticut Mutual owns all the common stock.

CM PROPERTY MANAGEMENT, INC.
____________________________

A Connecticut corporation incorporated December 27, 1976 as URBCO, Inc., and
renamed CM Property Management, Inc. on October 7, 1991. Type of business -
Real estate holding company. DHC, Inc. owns all the stock.
<PAGE>
STRATEGIC VENTURES, INC.
___________________________

A Connecticut corporation incorporated October 26, 1987. It acts as general
partner in limited partnerships. All outstanding stock is held by G.R. Phelps
& Co., Inc.

CM TRANSNATIONAL S.A.
_____________________

A Luxembourg corporation incorporated July 8, 1987. Type of business - life
insurance endowments and annuity contracts. Connecticut Mutual owns 99.7% and
DHC, Inc. owns the remaining 0.3% of outstanding stock.

CML INVESTMENTS I CORP.
_______________________

A Delaware corporation incorporated December 26, 1991. This company is
organized to authorize, co-issue, sell and deliver jointly with CML
Investments I L.P. bonds, notes or other obligations secured by primarily
non-investment grade corporate debt obligations and other collateral. CML
Investments I L.P. owns all the outstanding stock (State House I Corp. is the
General Partner of CML Investments I L.P.).

DHC, INC.
_________

A Connecticut corporation incorporated December 27, 1976. Type of business -
holding company. Connecticut Mutual owns all the stock.

DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Ohio)
__________________________________________________________________

An Ohio corporation incorporated March 18, 1982. Type of business - the sale
of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies. CMI
Insurance services, Inc. holds 100 shares (100%) of the issued and outstanding
Class B (non-voting) common. In addition, it controls 1 share (100%) of the
issued and outstanding Class A (voting) common through a voting trust.

DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Massachusetts)
___________________________________________________________________________

A Massachusetts corporation incorporated March 18, 1982. Type of business -
the sale of, solicitation for, or procurement or making of insurance or
annuity contracts and any other type of contract sold by insurance companies.
CM Insurance Services, Inc. owns all of the issued and outstanding stock.

<PAGE>
DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Alabama)
_____________________________________________________________________

An Alabama corporation incorporated January 21, 1982. Type of business - the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies. CM
Insurance Services, Inc. owns all of the issued and outstanding stock.

DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA New York)
______________________________________________________________________

A New York corporation incorporated January 20, 1982. Type of business - the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies.
CM Insurance Services, Inc. owns all of the issued and outstanding common
stock.

DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Hawaii)
____________________________________________________________________

A Hawaii corporation incorporated January 13, 1982. Type of business - the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies.
CM Insurance Services, Inc. owns all of the issued and outstanding common
stock.

G.R. PHELPS & CO., INC.
_______________________

A Connecticut corporation incorporated December 27, 1976 as AGCO, Inc.,
renamed Connecticut Mutual Financial services, Inc. on February 10, 1981,
renamed again to G.R. Phelps & Co. on May 31, 1989. Type of business -
broker/dealer and investment advisor. DHC, Inc. owns all the outstanding
stock.

STATE HOUSE I CORPORATION
_________________________

A Delaware corporation incorporated December 26, 1991. This company is
organized to (a) act as a general partner of CML Investments I L.P. which will
authorize, issue, sell and deliver, both by itself and jointly with CML
Investments I Corp. bonds, notes or other obligations secured by primarily
non-investment grade corporate debt obligations; (b) to act as general partner
of State House I L.P. which will hold a limited partnership interest in CML
Investments I L.P.
DHC, Inc. owns all of the outstanding stock.

SUNRIVER PROPERTIES, INC. - SHELL CORPORATION
______________________________________________
This is an Oregon corporation incorporated February 8, 1965. It is not
actively engaged in any business. However, its name is a valuable asset which
is associated with a development project in which CML has a substantial
interest.
<PAGE>
URBAN PROPERTIES
________________

A Delaware corporation incorporated March 30, 1970. Type of business -
general partner in limited partnerships, real estate holding and development
company. DHC, Inc. owns all the outstanding stock.27. Number of Contract
Owners
_________________________

Not Applicable

Item 28. Indemnification
_______________

The Bylaws of the Company provide that:

The following provisions regarding the Indemnification of Directors and
Officers of the Registrant are applicable: Connecticut Law. Except where an
applicable insurance policy is procured, Connecticut General Statutes
("C.G.S.") Section 33-320a is the sole source of indemnification rights for
directors and officers of Connecticut corporations and for persons who may be
deemed to be controlling persons by reason of their status as a shareholder,
director, officer, employee or agent of a Connecticut corporation. Under
C.G.S. Section 33-320a, a corporation shall indemnify any director or officer
who was or is a party, or was threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter referred to as
"proceeding") by virtue of the fact that he or the person whose legal
representative he is: (i) is or was a director or officer of the corporation;
(ii) while a director or an officer of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise (hereinafter referred to as
"enterprise"), other than an employee benefit plan or trust; or (iii) while a
director or an officer of the corporation, is or was a director or officer
serving at the request of the corporation as a fiduciary or an employee
benefit plan or trust maintained for the benefit of employees of the
corporation or any other enterprise, against "covered expenditures" if (and
only if) his conduct met the applicable statutory eligibility standard. The
types of expenditures which are covered and the statutory eligibility standard
vary according to the type of proceeding to which the director or officer is
or was a party or was threatened to be made a party.

According to C.G.S. Section 33-320a, in non-derivative proceedings other than
ones brought in connection with an alleged claim based upon the purchase or
sale by a director or officer of securities of the corporation or of another
enterprise, which the director or officer serves or served at the request of
the corporation, the corporation shall indemnify a director or officer against
judgments, fines, penalties, amounts paid in settlement and reasonable
expenses, including attorneys' fees, actually incurred by him in connection
with the proceeding, or any appeal therein, if and only if he acted (i) in
good faith and (ii) in a manner he reasonably believed to be in the best
interests of the corporation or, in the case of a person serving as a
<PAGE>
fiduciary of any employee benefit plan or trust, in a manner he reasonably
believed to be in the best interests of the corporation or in the best
interest of the participants and beneficiaries of such employee benefit plan
or trust and consistent with the provisions of such employee benefit plan or
trust. However, where the proceeding brought is criminal in nature, C.G.S.
Section 33-320a requires that the director or officer must satisfy the
additional condition that he had no reasonable cause to believe that his
conduct was unlawful in order to be indemnified. A director or officer also
will be entitled to indemnification as described above if (i) he is successful
on the merits in the defense of any non-derivative proceeding brought against
him or (ii) a court shall have determined that in view of all the
circumstances he is fairly and reasonably entitled to be indemnified. The
decision about whether the director or officer qualifies for indemnification
under C.G.S. Section 33-320a may be made (i) in writing by a majority of those
members of the board of directors who were not parties to the proceeding in
question, (ii) in writing by independent legal counsel selected by a consent
in writing signed by a majority of those directors who were not parties to the
proceeding, or (iii) by the shareholders of the corporation at a special or
annual meeting by an affirmative vote of at least a majority of the voting
power of shares not owned by parties to the proceeding. A director or officer
also may apply to a court of competent jurisdiction for indemnification even
though he previously applied to the board, independent legal counsel or the
shareholders and his application for indemnification was rejected.

For purposes of C.G.S. Section 33-320a, the termination of any proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent shall not create, of itself, a presumption that the director
or officer did not act in good faith or in a manner which that director or
officer did not believe reasonably to be in the best interests of the
corporation or of the participants and beneficiaries of an employee benefit
plan or trust and consistent with the provisions of such plan or trust.
Likewise, the termination of a criminal act or proceeding shall not create, of
itself, a presumption that the director or officer had reasonable cause to
believe that his conduct was unlawful.

In non-derivative proceedings based on the purchase or sale of securities
of the corporation or of another enterprise, which the director or officer
serves or served at the request of the corporation, C.G.S. Section 33-320a
provides that the corporation shall indemnify the director or officer only
after a court shall have determined upon application that, in view of all the
circumstances, the director or officer is fairly and reasonably entitled to be
indemnified. Furthermore, the expenditures for which the director or officer
shall be indemnified shall be only such amount as the court determines to
appropriate.

Pursuant to C.G.S. Section 33-320a, where a director or officer was or is
a party or was threatened to be made a party to a derivative proceeding, the
corporation shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the proceeding or
any appeal therein, in relation to matters as to which he is finally adjudged
not to have breached his duty to the corporation. The corporation also shall
indemnify a director or officer where the court determines that, in view of
all the circumstances, such person is fairly and reasonably entitled to be
<PAGE>
indemnified; however, in such a situation, the individual shall be indemnified
only for such amount as the court determines to be appropriate. Furthermore,
the statute provides that the corporation shall not indemnify a director or
officer for amounts paid to the corporation, to a plaintiff or to counsel for
a plaintiff in settling or otherwise disposing of a threatened or pending
action, with or without court approval, or for expenses incurred in defending
a threatened action or a pending action which is settled or otherwise disposed
of without court approval.Section 33-320a also provides that expenses incurred
in defending a proceeding may be paid by the corporation in advance of the
final disposition of such proceeding upon authorization of the board of
directors, provided said expenses are indemnifiable under the statute and the
director or officer agrees to repay such amount if he is later found not
entitled to indemnification by the corporation.

Lastly, C.G.S. Section 33-320a is intended to be an exclusive statute. A
corporation established under Connecticut statute cannot indemnify a director
or officer (other than a director or officer who is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee
or agent of another enterprise), to an extent either greater or less than that
authorized by the statute, and any provision in the certificate of
incorporation, the by-laws, a shareholder or director resolution, or agreement
or otherwise that is inconsistent with the statute is invalid. C.M. Life
Insurance Company was not established under Connecticut statute but was
instead created by special act of the Connecticut General Assembly.
Currently, its charter does not have provisions dealing with indemnificaiton
of its directors or officers, therefore the provisions of C.G.S. Section
33-320a currently apply to such indemnification. However, in the event C.M.
Life Insurance Company's charter is amended by the Connecticut General
Assembly in such a manner which is inconsistent with the statute, the charter
would take precedence over C.G.S. Section 33-320a. Notwithstanding the above,
C.G.S. Section 33-320a specifically authorizes a corporation to procure
insurance providing greater indemnification rights than those set out in the
statute the premium cost of which may be shared with the director or officer
on such basis as may be agreed upon. The directors and officers may be
covered by an errors and omissions insurance policy or other insurance policy.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

<PAGE>
Item 29. Principal Underwriters
______________________

(a) Not Applicable.

(b) Connecticut Mutual Financial Services, LLC is the distributor
of the Contracts. The following are the officers and directors of the
distributor.

Name and Principal Positions and Offices
Business Address with Underwriter
- ---------------------- ----------------------------------
<S> <C>
John D. Loewenberg Member Representative on behalf of
Connecticut Mutual Life Insurance
Company and Chairman

Frank Dranginis Member Representative on behalf of
Connecticut Mutual Stategic
Ventures, Inc.

Emelia Bruno Financial and Operations Pricipal

Theresa M. Squillacote Compliance Officer

Ann F. Lomeli Secretary

Ann Iseley Vice President
<FN>
* The Principal Business Address for all personnel is 140 Garden Street,
Hartford, Connecticut, 06154
</TABLE>

Item 30. Location of Accounts and Records
________________________________

C.M. Life Insurance Company at 140 Garden Street, Hartford, Connecticut 06154
has possession of the accounts, books or documents of the Separate Account
required to be maintained by Section 31(a) of the Investment Company Act of
1940 and the rules promulgated thereunder.

Item 31. Management Services
___________________

Not Applicable.

<PAGE>
Item 32. Undertakings
____________

<S> <C>
a. Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as
frequently as is necessary to ensure that the audited financial statements in the registration statement are never
more than sixteen (16) months old for so long as payment under the variable annuity contracts may be accepted.

b. Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by
the contract offered by the Prospectus, a space that an applicant can check to request a Statement of
Information, (2) a postcard or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of Additional Information.

c. Registrant hereby undertakes to deliver any Statement of Additional Information and any financial
statement required to be made available under this Form promptly upon written or oral request.
</TABLE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on
its behalf, in the City of Hartford and State of Connecticut on this 4th day
of August, 1995.

<S> <C>
C.M. MULTI-ACCOUNT A
Registrant

By: C.M. LIFE INSURANCE COMPANY

By: /S/ DAVID E. SAMS, JR.
---------------------------
David E, Sams, Jr.

By: C.M. LIFE INSURANCE COMPANY
Depositor

By: /S/ DAVID E. SAMS, JR.
---------------------------
David E. Sams, Jr.
</TABLE>

<PAGE>
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.

<S> <C> <C>
Signatures Title Date
- ---------------------- ------------------------------ ---------------

DAVID E. SAMS, JR.* Director and Chairman August 4, 1995
David E. Sams, Jr.

JOHN D. LOEWENBERG* Director and Executive Auguust 4, 1995
John D. Loewenberg Vice President

J. BRINKE MARCUCCILLI* Director and Chief August 4, 1995
J. Brinke Marcuccilli Financial Officer

EMELIA M. BRUNO* Controller August 4, 1995
Emelia M. Bruno (Principal Accounting Officer)
</TABLE>

*By:/S/ MICHAEL CHONG
____________________
Michael Chong
Attorney-in-fact

<PAGE>
EXHIBITS

AMENDMENT NO. 3

FORM N-4

FOR

C.M. MULTI-ACCOUNT A

<PAGE>
C.M. LIFE INSURANCE COMPANY
INDEX TO EXHIBITS

Exhibit Page
_______ ____

3. (i) Form of Principal Underwriting Agreement
(ii) Form of Broker/Dealer Agreement
(iii)Form of Producer's Agreement

4. Individual Variable Defined Annuity Contract

5. Application Form

6. (i) Charter
(ii) Bylaws

8. Form of Fund Participation Agreement

9. Opinion and Consent of Counsel

10. Consent of Independent Accountants

15. Powers of Attorney

<PAGE>

EXHIBIT 3(i)

FORM OF PRINCIPAL UNDERWRITTING AGREEMENT

<PAGE>

AGREEMENT made as of the ____ day of ____, 1995 by and between C.M. Life
Insurance Company, a Connecticut corporation ("CM Life"), on its own behalf and
on behalf of C.M.Multi-Account A ("Account"), and Connecticut Mutual Financial
Services, LLC, a Connecticut limited liability corporation ("CMFS, LLC").

WHEREAS, the Account was established on ____________, 1994 pursuant to a
resolution adopted by CM Life's Board of Directors, in order to set aside and
invest assets attributable to certain variable annuity policies ("Policies")
issued by CM Life;

WHEREAS, CM Life has registered the Account under the Investment Company
Act of 1940 and will register the Policies under the Securities Act of 1933;

WHEREAS, CMFS, LLC is registered as a broker/dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 and
is a member of the National Association of Securities Dealers, Inc. ("NASD");

WHEREAS, CM Life and the Account desire to have Policies sold and
distributed through CMFS, LLC and CMFS, LLC is willing to sell and distribute
such Policies under the terms stated herein; and

WHEREAS, CMFS, LLC may desire to appoint CM Life, the issuer, as its
agent to receive money and perform other services.

WITNESSETH:

In consideration of the covenants hereinafter contained CM Life and CMFS,
LLC agree as follows:

1. UNDERWRITER. CM Life hereby appoints CMFS, LLC as principal underwriter
of the Policies during the term of this Agreement. CM Life reserves the
right, however, to refuse at any time or times to sell any Policies
hereunder for any reason, and CM Life maintains ultimate responsibility
for Policy underwriting.

2. UNDERTAKINGS REGARDING SALES. CMFS, LLC shall use reasonable efforts to
sell the Policies but does not agree hereby to sell any specific number of
Policies and shall be free to act as underwriter of other securities. All
premiums for Policies shall be held in a fiduciary capacity and remitted
promptly (and in any event within 30 days) in full together with such
application, forms and any other required documentation to CM Life. CMFS,
LLC hereby appoints CM Life as agent of CMFS, LLC to receive premiums in
CMFS, LLC's behalf. Checks or money orders in payment of premiums shall be
drawn to the order of "C. M. Life Insurance Company". CMFS, LLC agrees to
offer the Policies for sale in accordance with the prospectus then in
effect. CMFS, LLC is not authorized to give any information or to make any
representations concerning the Policies other than those contained in the
current prospectus filed with the SEC or in such sales literature as may be
authorized by CM Life. CM Life shall review and approve all advertising
concerning the Policies.

<PAGE>
3. COMPLIANCE. CMFS, LLC shall conform to the Rules of Fair Practice of the
NASD, and the securities laws of any jurisdiction in which it sells,
directly or indirectly, any Policies. CMFS, LLC shall take reasonable
steps to ensure that its associated persons sell Policies to persons for
whom the Policy is suitable. CMFS, LLC agrees to make timely filings with
the SEC, the NASD, and such other regulatory authorities as may be required
of any sales literature relating to the Policies and intended for
distribution to prospective investors. CMFS, LLC also agrees to furnish to
CM Life sufficient copies of any agreements or plans it intends to use in
connection with any sales of Policies. CMFS, LLC further agrees to provide
information or reports with respect to its services hereunder pursuant to
request by any regulatory authority having jurisdiction with respect
thereto, in order that such regulatory authority may ascertain whether CM
Life's variable life insurance operations are being conducted in a manner
consistent with applicable laws and regulations.

4. REGISTRATION AND QUALIFICATION OF POLICIES. CM Life agrees to execute such
papers and to do such acts and things as shall from time-to-time be
reasonably requested by CMFS, LLC for the purpose of qualifying and
maintaining qualification of the Policies for sale under applicable state
law and for maintaining the registration of the Account and interests
therein under the federal Securities Act of 1933 and the federal Investment
Company Act of 1940, as amended; to the end that there will be available
for sale from time-to-time such amount of the Policies as CMFS, LLC may
reasonably be expected to sell. CM Life shall advise CMFS, LLC promptly of
(a) any action of the SEC or any authorities of any state or territory, of
which it may be advised, affecting registration or qualification of the
Account, or rights 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.

5. CMFS, LLC INDEPENDENT CONTRACTOR. CMFS, LLC shall be an independent
contractor. CMFS, LLC is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury
to such agents or employees or to others through its agent or employees.
CMFS, LLC assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder. All
persons selling Policies shall be duly licensed as insurance agents
pursuant to applicable state laws, and CM Life shall have responsibility
for arranging for such licensing. CMFS, LLC and CM Life may jointly enter
into sales agreements with other independent broker-dealers for the sale of
Policies. Notwithstanding the above, CM Life expressly reserves to itself
the ultimate responsibility and authority for direction and control of the
underwriting services provided hereunder; including the ultimate right to
appoint and discharge agents selling Policies, and ultimate control over,
and responsibility for, marketing the Policies.

6. EXPENSES PAID BY CM LIFE. While CMFS, LLC continues to act as agent of CM
Life to obtain subscriptions for and to sell Policies, and PROVIDED CMFS,
LLC receives no commission for the sale of the Policies, CM Life shall pay
the following:

<PAGE>
(a) all expenses of printing and distributing any prospectus for use in
offering the Policies for sale, and all other copies of any such prospectus
used by CMFS, LLC, and

(b) all other expenses of advertising and of preparing, printing and
distributing all other literature or material for use in connection with
offering the Policies for sale.

7. INTERESTS IN AND OF CMFS, LLC. It is understood that any of the
policyholders, directors, officers, employees and agents of CM Life may be
a shareholder, director, officer, employee or agent of, or be otherwise
interested in, CMFS, LLC, any affiliated person of CMFS, LLC, any
organization in which CMFS, LLC may have an interest or any organization
which may have an interest in CMFS, LLC; that CMFS, LLC, any such
affiliated person or any such organization may have an interest in CM Life;
and that the existence of any such dual interest shall not affect the
validity hereof or of any transaction hereunder except as otherwise
provided in the Charter, Articles of Incorporation, or By-Laws of CM Life
and CMFS, LLC, respectively, or by specific provision of applicable law.

8. COMPENSATION FOR SALES OF POLICIES AND APPOINTMENT OF CM LIFE AS AGENT OF
CMFS, LLC.

(a) For sales of the Policies by associated persons of CMFS, LLC and the
continuing obligations of CMFS, LLC set forth herein, CM Life shall pay to
insurance agents of CM Life who are also associated persons of CMFS, LLC on
behalf of CMFS, LLC the commissions set forth in Schedule A to this
Agreement, as such Schedule may be amended from time-to-time. For Policies
sold under agreements that CMFS, LLC and CM Life enter into with other
broker-dealers, CM Life shall pay on behalf of CMFS, LLC, the commissions
set forth in Schedule B to this Agreement, as such Schedule may be amended
from time-to-time.

(b) CM Life agrees to maintain all required books of account and related
financial records on behalf of CMFS, LLC. All such books and records shall
be maintained and preserved pursuant to Rules 17a-3 and 17a-4 under the
Securities Exchange Act (or the corresponding provisions of any future
federal securities laws or regulations). In addition, CM Life agrees to
maintain records of all sales commissions paid to the associated persons of
CMFS, LLC and any other broker-dealers pursuant to paragraph (a) above for
the sale of the Policies. All such books and records shall be owned by and
under the control of CM Life. CM Life also agrees to send to CMFS, LLC's
customers all required confirmations of customer transactions, and on
behalf of CMFS, LLC to pay all sales commissions due and payable to full
time life insurance agents of CM Life who are also associated persons of
CMFS, LLC and/or to other broker-dealers duly authorized by CMFS, LLC to
sell the Policies.

<PAGE>

9. INDEMNIFICATION.

(a) CM Life agrees to indemnify and hold harmless CMFS, LLC and each
director or officer thereof and each person, if any, who is associated with
CMFS, LLC within the meaning of the Securities Exchange Act of 1934 against
any and all loss, liability, claims, damage, and expenses whatsoever
(including any and all expenses reasonably incurred in investigating or
defending against any litigation commenced or threatened or any claim
whatsoever) arising out of any untrue or alleged untrue registration
statement, or sales material relating to the Policies prepared by CM Life
or supplied to CMFS, LLC by CM Life or in any application ("application")
filed in any state in order to qualify the same for sale or the omission or
alleged omission therefrom of a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

(b) CMFS, LLC agrees to indemnify and hold harmless CM Life and each
director or officer thereof, and each person, if any who controls CM Life
within the meaning of the Securities Act of 1933, its agents, subsidiaries
and employees, against any and all loss, liability, claims, damages, and
expense whatsoever (including but not limited to any and all expenses
reasonably incurred in investigating or defending against any litigation
commenced or threatened or any claim whatsoever) arising out of any untrue
or alleged untrue statement or representation made (except as such
statements may be made in reliance on the prospectus, registration
statement and sales material supplied by CM Life), the failure to deliver a
currently effective prospectus (provided that CMFS, LLC shall be entitled
to rely on representations by CM Life as to which prospectus is currently
effective at any point in time and CMFS, LLC shall not be liable for
delivering a prospectus that is not currently effective at the time of
delivery thereof due to a misrepresentation of the currency thereof by CM
Life or other failure by CM Life to notify CMFS, LLC that such prospectus
was no longer effective) or the use of any unauthorized sales literature by
CMFS, LLC (or its employees), in connection with the sale of the Policies.

(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any such litigation or claim, such
indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section, notify the indemnifying party of
the commencement thereof, but the omission so to notify the indemnifying
party will not relieve it from any liability, which it may have to any
indemnified party otherwise than under this Section. In case any such
litigation or claim is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the
extent that it may wish, assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than the reasonable cost of investigation.

<PAGE>
10. LIABILITY. Each party shall be liable for its own misconduct and
negligence hereunder.

11. EFFECTIVE DATE AND TERMINATION. This Agreement shall become effective as
of the date of its execution and delivery, and shall supersede any prior
Principal Underwriting Agreement which may exist between the parties, and:

(a) shall continue in force from year-to-year, subject to prior
termination as provided herein;

(b) may at any time be terminated on sixty days' written notice to CMFS,
LLC by CM Life;

(d) shall terminate automatically in the event of its assignment by CMFS,
LLC and shall be assignable by CM Life upon prior written notice to CMFS,
LLC;

(e) may be terminated by CMFS, LLC on sixty days' written notice to CM
Life.

Termination of this agreement pursuant to this section shall be without
payment of any penalty. In the event of termination for any reason, CM
Life shall retain all records relating hereto, free from any claim or
retention of rights by CMFS, LLC.

12. CONFIDENTIALITY. CMFS, LLC agrees not to disclose or use any records or
information obtained hereunder in any manner whatsoever except as expressly
authorized herein, and will keep confidential any information obtained
pursuant hereto, and disclose such information only if CM Life has
authorized such disclosure, or if such disclosure is expressly required by
applicable state or federal regulatory authorities.

13. AMENDMENT. This Agreement may be amended only by mutual consent of the
parties by an instrument in writing.

14. APPLICABLE LAW AND LIABILITIES. This Agreement is executed and delivered
in the State of Connecticut and shall be governed by and construed in
accordance with the laws of Connecticut.

This Agreement shall be subject to all applicable provisions of law,
including, without limitation, the applicable provisions of the 1940 Act. To
the extent that any provisions herein contained conflict with any applicable
provisions of law, the latter shall control.

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

<PAGE>
C. M. Life Insurance Company

_______________________________________
By:

Connecticut Mutual Financial Services, LLC

_______________________________________
By:

<PAGE>

EXHIBIT 3(ii)
FORM OF BROKER/DEALER AGREEMENT

<PAGE>
BROKER-DEALER SELLING AGREEMENT

AGREEMENT by and between C. M. Life Insurance Company, a Connecticut
corporation ("CM Life"), Connecticut Mutual Financial Services, LLC ("CMFS,
LLC") a registered broker-dealer with the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. ("NASD"); and _______________________
("Broker-Dealer"), also a registered broker-dealer with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 and a member of
the National Association of Securities Dealers, Inc.

WITNESSETH:

WHEREAS, CMFS, LLC proposes to have Broker-Dealer's registered
representatives ("Representatives") who are also insurance agents solicit and
sell certain Variable Insurance Contracts (the "Policies") more particularly
described in this Agreement and which are deemed to be securities under the
Securities Act of 1933; and

WHEREAS, C.M. Life has appointed CMFS, LLC as the Principal Underwriter
and Distributor of the Policies and has agreed with CMFS, LLC that CMFS, LLC
shall be responsible for the training and supervision of such Representatives,
with respect to the solicitation and offer or sale of any of the Policies, and
also for the training and supervision of any other "persons associated" with
Broker-Dealer who are engaged directly or indirectly therewith; and CMFS, LLC
proposes to delegate, to the extent legally permitted, said supervisory duties
to Broker-Dealer; and

WHEREAS, CMFS, LLC propose to have Broker-Dealer provide certain
administrative services to facilitate solicitations for and sales of the
Policies.

NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:

1. APPOINTMENT OF BROKER-DEALER. CMFS, LLC hereby appoints
Broker-Dealer to sell the Policies through its Representatives and to provide
certain administrative services to facilitate solicitations for and sales of
the Policies.

2. THE POLICIES. The Policies issued by C.M. Life to which this
Agreement applies are listed in Exhibit A. Exhibit A may be amended from
time-to-time by C.M. Life. C.M. Life in its sole discretion and without notice
to Broker-Dealer, may suspend sales of any Policies or may amend any policies
or contracts evidencing such Policies.

3. SECURITIES LICENSING. Broker-Dealer shall, at all times when
performing its functions under this agreement, be registered as a securities
broker with the SEC and NASD and licensed or registered as a securities
broker-dealer in the states and other local jurisdictions that require such
licensing or registration in connection with variable insurance contract sales
activities or the supervision of Representatives who perform such activities in
<PAGE>
the respective location.

4. INSURANCE LICENSING. Broker-Dealer shall, at all times when
performing its functions under this agreement, be validly licensed as an
insurance agency in the states and other local jurisdictions that require such
licensing or registration in connection with Broker-Dealer's variable insurance
contract sales activities.

5. APPOINTMENTS. Broker-Dealer shall assist C.M. Life in the
appointment of Representatives under the applicable insurance laws to sell the
Policies. Broker-Dealer shall fulfill all requirements set forth in the Mutual
Letter of Recommendation, attached as Exhibit B, in conjunction with the
submission of licensing/appointment papers for all applicants as insurance
agents of C.M. Life. All such licensing/appointment papers should be submitted
to C.M. Life or its duly appointed agent by Broker-Dealer. Notwithstanding
such submission, C.M. Life shall have sole discretion to appoint, refuse to
appoint, discontinue, or terminate the appointment of any Representative as an
insurance agent of C.M. Life.

6. SECURING APPLICATIONS. All applications for Policies shall be made
on application forms supplied by C.M. Life and all payments collected by
Broker-Dealer or any Representative of Broker-Dealer shall be remitted promptly
in full, together with such application forms and any other required
documentation, directly to C.M. Life at the address indicated on such
application or to such other address as C.M. Life may, from time-to-time,
designate in writing. Broker-Dealer shall review all such applications for
completeness. Checks or money orders in payment on any such Policy shall be
drawn to the order of "C.M. Life Insurance Company." All applications are
subject to acceptance or rejection by C.M. Life at its sole discretion. All
records or information obtained hereunder by Broker-Dealer shall not be
disclosed or used except as expressly authorized herein, and Broker-Dealer will
keep such records and information confidential, to be disclosed only as
authorized or if expressly required by federal or state regulatory authorities.

7. MONEY RECEIVED BY BROKER-DEALER. All money payable in connection
with any of the Policies, whether as premium or otherwise, and whether paid by
or on behalf of any policyholder, contract owner or anyone else having an
interest in the Policies, is the property of C.M. Life and shall be transmitted
immediately in accordance with the administrative procedures of C.M. Life
without any deduction or offset for any reason, including by example, but not
limitation, any deduction or offset for compensation claimed by Broker-Dealer.

8. SUPERVISION OF REPRESENTATIVES. Broker-Dealer shall have full
responsibility for the training and supervision of all Representatives
associated with Broker-Dealer who are engaged directly or indirectly in the
offer or sale of the Policies, and all such persons shall be subject to the
control of Broker-Dealer with respect to such persons' securities regulated
activities in connection with the Policies. Broker-Dealer will cause the
Representatives to be trained in the sale of the Policies; will cause such
Representatives to qualify under applicable federal and state laws to engage in
the sale of the Policies; will cause such Representatives to be registered
representatives of Broker-Dealer before such Representatives engage in the
solicitation of applications for the Policies; will cause such Representatives
<PAGE>
to execute a Registered Representative's Agent Agreement with C.M. Life before
such Representatives engage in the solicitation of applications for the
Policies; and will cause such Representatives to limit solicitation of
applications for the Policies to jurisdictions where C.M. Life has authorized
such solicitation. Broker-Dealer shall cause such Representatives'
qualifications to be certified to the satisfaction of CMFS, LLC and shall
notify CMFS, LLC if any Representative ceases to be a registered representative
of Broker-Dealer or ceases to maintain the proper licensing required for the
sale of the Policies. Each party shall be liable for its own negligence and
misconduct hereunder.

9. REPRESENTATIVES AGREEMENT. Broker-Dealer shall cause its
Representatives to execute a registered Representative's Agent Agreement with
C.M. Life and forward same to C.M. Life before such Representatives shall be
permitted to solicit applications for the sale of the Policies. CMFS, LLC
shall furnish Broker-Dealer with copies of the Registered Representative's
Agent Agreements for execution by Representatives.

10. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITIES LAWS. Broker-Dealer shall fully comply with the requirements of the
National Association of Securities Dealers, Inc. and of the Securities Exchange
Act of 1934 and all other applicable federal or state laws and will establish
such rules and procedures as may be necessary to cause diligent supervision of
the securities activities of the Representatives. Upon request by CMFS, LLC,
Broker-Dealer shall furnish such appropriate records as may be necessary to
establish such diligent supervision.

11. NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a
Representative fails or refuses to submit to supervision of Broker-Dealer or
otherwise fails to meet the rules and standards imposed by Broker-Dealer on its
representatives, Broker-Dealer shall certify such fact to CMFS, LLC and shall
immediately notify such Representative that he or she is no longer authorized
to sell the Policies, and Broker-Dealer shall take whatever additional action
may be necessary to terminate the sales activities of such Representative
relating to the Policies.

12. PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING.
Broker-Dealer shall be provided, without any expense to Broker-Dealer, with
prospectuses relating to the Policies and such other material as CMFS, LLC
determines to be necessary or desirable for use in connection with sales of the
Policies. No sales promotion materials or any advertising relating to the
Policies shall be used by Broker-Dealer unless the specific item has been
approved in writing by CMFS, LLC.

In addition, Broker-Dealer shall not print, publish or distribute any
advertisement, circular or any document relating to C.M. Life or CMFS, LLC
unless such advertisement, circular or document shall have been approved in
writing by the party named in the material; provided, however, that nothing
herein shall prohibit Broker-Dealer from advertising variable insurance in
general or on a generic basis.

<PAGE>
Upon termination of this Agreement, all prospectuses, sales promotion
material, advertising, circulars, and documents relating to the sales of the
Policies shall be promptly turned over to C.M. Life free from any claim or
retention of rights by the Broker-Dealer.

13. RIGHT OF REJECTION. Broker-Dealer and/or C.M. Life each in their
sole discretion, may reject any applications or payments remitted by
Representative through the Broker-Dealer and may refund an applicant's payments
to the applicant. In the event such refunds are made and if Broker-Dealer has
received compensation based on an applicant's payment that is refunded,
Broker-Dealer shall promptly repay such compensation to C.M. Life. If
repayment is not promptly made, C.M. Life may at its sole option deduct any
amounts due it from Broker-Dealer from future commissions otherwise payable to
Broker-Dealer. This provision shall survive termination of this Agreement.

14. COMPENSATION.

(a) Sales concessions payable to Broker-Dealer in connection with
the policies shall be paid by C.M. Life to the Broker-Dealer. CMFS, LLC will
provide Broker-Dealer with a copy of C.M. Life's current Schedule of Sales
Concessions. These fees and commissions will be paid as a percentage of
premiums received in cash or other legal tender and accepted by C.M. Life on
applications obtained by the various Representatives of the Broker-Dealer.
Upon termination of this Agreement, all compensation to the Broker-Dealer
hereunder shall cease; however, Broker-Dealer shall continue to be liable for
any chargebacks or for any other amounts advanced by or otherwise due C.M. Life
hereunder.

(b) C.M. Life shall pay any sales concessions due Broker-Dealer
within fifteen (15) days after the end of the calendar month in which premiums
upon which such sales concessions are based are accepted by C.M. Life.

(c) C.M. Life may, upon at least ten (10) days prior written notice
to Broker-Dealer, change the Schedule of Sales Concessions. Any such change
shall be by written amendment of the particular schedule or schedules and shall
apply to compensation due on applications received by C.M. Life after the
effective date of such notice.

(d) If Broker-Dealer or any Representative of Broker-Dealer shall
rebate or offer to rebate all or any part of a premium on a Policy issued by
C.M. Life in violation of applicable state insurance laws or regulations, or if
Broker-Dealer or any Representative of Broker-Dealer shall withhold any premium
on any Policy issued by C.M. Life, the same may be grounds for termination of
this Agreement by C.M. Life. If Broker-Dealer or any representative of
Broker-Dealer shall at any time induce or endeavor to induce any owner of a
Policy to relinquish the Policy except under circumstances where there is
reasonable grounds for believing the policy, contract or certificate is not
suitable for such person, any and all compensation due Broker-Dealer hereunder
shall cease and terminate.

<PAGE>
(e) Nothing in this Agreement shall be construed as giving
Broker-Dealer the right to incur any indebtedness on behalf of C.M. Life.
Broker-Dealer hereby authorizes C.M. Life to set off liabilities of
Broker-Dealer to C.M. Life against any and all amounts otherwise payable to
Broker-Dealer by C.M. Life.

15. POLICY DELIVERY. C.M. Life may, upon written request of Broker-
Dealer, transmit Policies to Broker-Dealer for delivery to Policyowners.
Broker-Dealer hereby agrees to deliver all such Policies to Policyowners within
Ten (10) days of the Policy's Issue Date. Broker-Dealer agrees to indemnify
and hold-harmless C.M. Life for any and all losses caused by Broker-Dealer's
failure to perform the undertakings described in this paragraph. Broker-Dealer
hereby authorizes C.M. Life to set off any amount it owes C.M. Life under this
paragraph against any and all amounts otherwise payable to Broker-Dealer by
C.M. Life.

16. WAIVER. Failure of any party to insist upon strict compliance with
any of the conditions of this Agreement shall not be construed as a waiver of
any of the conditions, but the same shall remain in full force and effect. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute a waiver of any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver.

17. INDEPENDENT CONTRACTORS. C.M. Life and CMFS, LLC are independent
contractors with respect to Broker-Dealer and to Representatives.

18. LIMITATIONS. No party other than C.M. Life shall have the authority
on behalf of C.M. Life to make, alter, or discharge any policy, contract, or
certificate issued by C.M. Life, to waive any forfeiture or to grant, permit,
nor extend the time for making any payments nor to guarantee earnings or rates,
nor to alter the forms which C.M. Life may prescribe or substitute other forms
in place of those prescribed by C.M. Life, nor to enter into any proceeding in
a court of law or before a regulatory agency in the name of or on behalf of
C.M. Life.

19. FIDELITY BOND. Broker-Dealer represents that all directors,
officers, employees and Representatives of Broker-Dealer who are licensed
pursuant to this Agreement as C.M. Life agents for state insurance law purposes
or who have access to funds of C.M. Life, including but not limited to funds
submitted with applications for the Policies or funds being returned to owners,
are and shall be covered by a blanket fidelity bond, including coverage for
larceny and embezzlement, issued by a reputable bonding company. This bond
shall be maintained by Broker-Dealer at Broker-Dealer's expense. Such bond
shall be, at least, of the form, type and amount required under the NASD Rules
of Fair Practice. C.M. Life may require evidence, satisfactory to it, that
such coverage is in force and Broker-Dealer shall give prompt written notice to
C.M. Life of any notice of cancellation or change of coverage.

Broker-Dealer assigns any proceeds received from the fidelity bonding
company to C.M. Life to the extent of C.M. Life's loss due to activities
covered by the bond. If there is any deficiency amount, whether due to a
deductible or otherwise, Broker-Dealer shall promptly pay C.M. Life such amount
on demand and Broker-Dealer hereby indemnifies and holds harmless C.M. Life
<PAGE>
from any such deficiency and from the costs of collection thereof (including
reasonable attorneys' fees).

20. BINDING EFFECT. This Agreement shall be binding on and shall inure
to the benefit of the parties to it and their respective successors and
assigns; provided that Broker-Dealer may not assign this Agreement or any
rights or obligations hereunder without the prior written consent of C.M. Life.

21. REGULATIONS. All parties agree to observe and comply with the
existing laws and rules or regulations of applicable local, state, or federal
regulatory authorities and with those which may be enacted or adopted during
the term of this Agreement regulating the business contemplated hereby in any
jurisdiction in which the business described herein is to be transacted, and to
provide information or reports with respect to their duties hereunder pursuant
to request by any regulatory authority having jurisdiction with respect
thereto.

22. NOTICES. All notices or communications shall be sent to the address
shown below or to such other address as the party may request by giving written
notice to the other parties:

Connecticut Mutual Life Insurance Company
Hartford, CT 06154
Attn:

Connecticut Mutual Financial Services, LLC
Hartford, CT 06154
Attn:

Broker-Dealer:

23. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the state of Connecticut.

24. AMENDMENT OF AGREEMENT. C.M. Life reserves the right to amend this
Agreement at any time, and the submission of an application by Broker-Dealer
after notice of any such amendment has been sent to the other parties shall
constitute the other parties' agreement to any such amendment.

25. TERMINATION. This Agreement may be terminated, without cause, by
any party upon thirty (30) days prior written notice; and may be terminated,
for failure to perform satisfactorily or other cause, by any party immediately;
and shall be terminated if CMFS, LLC or Broker-Dealer shall cease to be
registered Broker-Dealers under the Securities Exchange Act of l934 and members
of the NASD.

<PAGE>
C.M. LIFE INSURANCE COMPANY

By:

CONNECTICUT MUTUAL FINANCIAL SERVICES, LLC

By:

BROKER-DEALER

Name of Firm

By:

Dated:

<PAGE>
EXHIBIT A

SCHEDULE OF SALES CONCESSIONS

CONTRACTS FORM NUMBER CONTRACT % PER PURCHASE PAYMENT

<PAGE>
EXHIBIT B

Mutual Letter of Recommendation

BROKER-DEALER hereby certifies to C.M. Life Insurance Company ("C.M.
Life") that all the following requirements will be fulfilled in conjunction
with the submission of licensing/appointment papers for all applicants as
agents of C.M. Life submitted by BROKER-DEALER. BROKER-DEALER will, upon
request, forward proof of compliance with same to C.M. Life in a timely manner.

1. We have made a thorough and diligent inquiry and investigation relative to
each applicant's identity, residence and business reputation and declare
that each applicant is personally known to us, has been examined by us, is
known to be of good moral character, has a good business reputation, is
reliable, is financially responsible and is worthy of a life insurance and
securities license as well as appointment as an insurance agent of C.M.
Life. Each individual is trustworthy, competent and qualified to act as
an agent for C.M. Life to hold himself out in good faith to the general
public. We vouch for each applicant.

2. We have on file a B-300, B-301, or U-4 form which was completed by each
applicant. We have fulfilled all the necessary investigative requirements
for the registration of each applicant as a registered representative
through our NASD member firm, and each applicant is presently registered
as an NASD registered representative.

The information in our files indicates no fact or condition which would
disqualify the applicant from receiving a life insurance or securities
license or from being appointed as an insurance agent of C.M. Life and all
the findings of all investigative information is favorable.

3. We certify that all educational requirements have been met for the
specific state each applicant is requesting a license in, and that, all
such persons have fulfilled the appropriate examination, education and
training requirements.

4. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed of any or all
risks written by these applicants, to the end that the insurance interest
of the public will be properly protected.

5. We will not permit any applicant to transact insurance as an agent until
duly licensed and appointed by C.M. Life. No applicants have been given a
contract or furnished supplies, nor have any applicants been permitted to
write, solicit business, or act as an agent in any capacity, and they will
not be so permitted until the certificate of authority applied for is
received.

<PAGE>

EXHIBIT 3(iii)
FORM OF PRODUCER'S AGREEMENT

<PAGE>
BROKER/DEALER PRODUCER'S AGREEMENT

THIS AGREEMENT made this ________day of _________________19 ____

Between:

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "COMPANY")

- - AND -
__________________________________________________

(HEREINAFTER CALLED THE "PRODUCER")

WITNESS that in consideration of the mutual covenants of the parties herein
contained, the parties hereto agree as follows:

1. STATUS

The Producer is hereby appointed an agent of the Company. It is
understood and agreed that there is no corporate affiliation between the
Company and the Producer and nothing contained herein shall be construed
to create such relationship.

In this Agreement, "Representative" refers to an individual who is a
shareholder, associate or employee of the Producer, and who acts in the
name of and on behalf of the Producer, in the soliciting, negotiating, or
accepting from the public applications for insurance products offered by
the Company.

In order for the Producer to remain sponsored by the Company, the
Producer must have at least one (1) full time representative at all
times. The representative(s) of the Producer must hold appropriate
agent's licenses and the producer must be appointed by the Company at all
times.

If the Producer through any of its representatives desires to sell any
variable life, annuity, or endowment products ("variable products")
produced concurrently or in the future by the Company, it must also hold
a valid dealer agreement with Connecticut Mutual Financial Services, LLC
or where applicable, hold a valid agreement with another underwriter
selected by Connecticut Mutual Financial Services, LLC to distribute any
such products.

2. RESPONSIBILITIES

The Producer through its representatives shall canvass for applications
for insurance products offered by the Company and it shall collect, in
exchange for receipts furnished by the Company, money due or to become
due to the Company in respect to applications and policies obtained by or
through the Producer.
<PAGE>

All applications for insurance products shall be signed by a licensed
representative of the Producer.

The Producer and its representatives shall comply with all applicable
insurance laws and regulations. The Producer is required to obtain, and
from time to time renew, a license to sell insurance within the state(s)
in which the Producer intends to carry on business. The Producer shall
also be required to obtain, and from time to time renew, a license for
all of its representatives. If the Producer desires to sell any variable
products offered by the Company, additional licensing is required under a
Connecticut Mutual Financial Services, LLC dealer agreement, or an
agreement with other properly designated underwriters.

When requested by the Company, the Producer shall also take out a
Guaranty Bond, with a bonding company designated by the Company, for such
an amount as the Company shall require for the security for monies coming
into the hands of the Producer and any of its representatives; and for
any loss through Producer; and for compliance with the conditions of this
Agreement.

When requested by the Company, the Producer and/or its representatives
shall also purchase errors and omissions coverage in an amount acceptable
to the Company.

3. GENERAL CONDUCT AND REPRESENTATIONS

The Producer and its representatives shall not transact any business for
the Company unless duly licensed as required by law. The Producer and
its representatives shall not transact any variable products business for
the Company unless contracted to do so by Connecticut Mutual Financial
Services, LLC or contracted with any other properly designated
underwriter.

The Producer and its representatives are not authorized to make contracts
on behalf of the Company, or to alter or amend any of the provisions of
the Company's contracts, or to waive forfeitures or bind the Company in
any way not specifically authorized in writing by the Company. The
Producer and its representatives are not authorized to pay any premium or
premiums or other payments on behalf of an applicant, policyholder, or
beneficiary.

Neither the Producer nor its representatives shall induce agents to leave
the Company, or persuade policyholders to discontinue their policies, or
otherwise do anything prejudicial to the Company's interest or that of
its policyholders.

4. COMPENSATION

Subject to clause 5 "Regulations Governing Compensation and Credit" and
clause 6 "Joint Business", compensation shall be determined and shall be
payable to the Producer in accordance with the Schedule of Compensation
attached to this Agreement, or any amendment or supplement to those
attachments.
<PAGE>
The Producer's basic compensation shall be by commission which shall be
determined in accordance with the Schedule of Compensation. Commissions
shall be payable only on premiums paid in full and actually received by
the Company, on policies effected though the Producer while this
Agreement is in force. Other forms of compensation above and beyond
those set out in the Schedule of Compensation may be specifically
provided for or allowed as an option by the Company at its discretion.
Commissions earned on the sale of variable products are paid by or on
behalf of G. R. Phelps & Company, Inc. or other properly designated
underwriters.

The Schedule of Compensation and any amendment or supplement thereto is
subject to change by the Company at any time in which event the Company
will furnish the Producer with new attachments. No change shall affect
commissions on individual insurance products offered by the Company for
which applications were submitted to the Company prior to the effective
date of the change. Any changes will apply prospectively to all group
policies in force, whether applied for prior to or after the effective
date of the change.

5. REGULATIONS GOVERNING COMPENSATION AND CREDIT

When a policy is changed, the compensation, if any, shall be determined
by the Company.

The Company shall determine the compensation on any new policy when:

(a) a policy on the same life has been surrendered or lapsed within six
(6) months of the application for the new policy;

(b) the new policy appears to have replaced an existing policy or part
of a policy within one (1) year of the date of application.

The Producer shall refund to the Company any excess compensation received
on the new policy.

If the Company shall return any premiums paid in respect to an issued
policy, the Producer shall lose all right to any compensation or benefits
on such premiums. The Producer shall also immediately refund to the
Company the amount of any compensation received on the returned premium.

Where a policy has lapsed and the premium remains unpaid sixty (60) days
beyond the expiration of the grace period, the Company shall have the
right to take such policy out of the Producer's account of business. The
Producer shall immediately refund any compensation paid in relation to
such premiums not received by the Company and no further compensation
shall be payable to the Producer thereon.

6. JOINT BUSINESS

Any policy other than those policies issued by the Company that are
deemed to be securities subject to regulation by the Securities and
Exchange Commission, effected by the Producer in conjunction with any
<PAGE>
other Producer of the Company, shall be considered as joint business and,
unless otherwise directed by the Producer and agreed to by the Company
the amount of compensation shall be apportioned equally to each Producer.
The Company requires written notice from the producer of record of such
joint business and of the existence of any Agreement providing for
unequal apportionment of compensation.

Any policy issued by the Company that is deemed a security subject to
regulation by the Securities and Exchange Commission may not be sold
jointly with any individual or firm not registered with the National
Association of Securities Dealers and contracted with Connecticut Mutual
Financial Services, LLC or another properly designated underwriter. Any
joint cases must be specified as such at the time the application is
delivered to the Company.

7. RIGHT OF OFFSET

The Company may set off against any claims by the Producer under this
Agreement, and/or any attachment thereto, any debt or obligation or
liability due at any time to the Company from the Producer as agent or
otherwise. At the direction of any of the Company's affiliates, the
Company may also set off against any claims by the Producer under this
Agreement, and/or any attachment thereto, any debt or obligation or
liability due at any time to such affiliate(s) from the Producer as agent
or otherwise.

When the Producer ceases to hold any Producer's Agreement with the
Company, the Producer and/or its representatives will become personally
liable for the portion of any debt balance equal to advances on unearned
commissions which may appear in the Producer's Commission Advance
Account. Said portion of the debt balance will be payable by the
Producer upon demand of the Company. Interest at a maximum rate
permissible by state law will accrue on said portion of the debit balance
only from the time the Producer ceases to hold any Producer's Agreement.
The ledger account of the Company shall be competent and conclusive
evidence of the state of accounts between the parties concerned.

The right of offset shall be in addition to and shall not limit the
Company's use of any other remedy available to it.

8. COMPANY RECORDS

The Producer shall promptly deliver to the Company all applications
whether reported on favorably or unfavorably by the medical examiner and
shall keep regular and accurate accounts of all transactions with or for
the Company. All books of account letters, documents, vouchers, status
and service notices and other books and papers connected with the
business of the Company and maintained by or in the possession of the
Producer shall be open to the Company or its Representative for the
purposes of examination.

<PAGE>
9. COLLECTIONS AND REMITTANCES

The Agent shall immediately remit to the Company all monies and
securities received or collected by the Producer on behalf of the
Company. The Producer shall not use any such monies or securities for
any other purpose.

10. LICENSED REPRESENTATIVE(S)

The Producer warrants that the individuals named in Schedule "A" annexed
hereto are all of the representatives of the Producer. The Producer
undertakes to notify the Company immediately in writing of any new
representatives or of any change in the employment status of any of the
producer's representatives. The Producer shall not add any new
representatives without first notifying the Company.

11. TERMINATION

Either party may terminate this Agreement at any time with or without
cause by giving the other party fifteen (15) days notice in writing.
Termination shall not, however, release the Producer from any
indebtedness due by it to the Company and until such indebtedness shall
have been paid, the obligations and covenants of the Producer as set out
in this Agreement shall remain in full force and effect.

The Producer agrees that, in addition to the foregoing, the happening of
any of the following events will automatically cause termination of this
Agreement:

(a) the bankruptcy of the Producer;

(b) the winding up or dissolution of the Producer;

(d) the Producer ceasing to hold a valid State license to sell
insurance products for the Company;

(e) the Producer ceasing to hold a valid dealer agreement with
Connecticut Mutual Financial Services, LLC or with another properly
designated underwriter.

12. EFFECT OF TERMINATION ON COMPENSATION

Upon termination of this Agreement, the Producer shall not be entitled to
any payment from the Company except that the Company shall pay the
Producer, or its successors and assigns, commissions on premiums paid to
the Company after the termination of this Agreement on any policies put
in force by the Producer under this Agreement unless prohibited by law.
Such future commissions shall be paid in accordance with the Schedule of
Compensation attached to this Agreement.

<PAGE>
13. ASSIGNMENT

No rights or interest of the Producer in or under or by virtue of this
Agreement shall be merged, or assigned, or subject to sale or assignment.

14. CURRENCY

All amounts payable under this Agreement shall be payable in the lawful
currency of the United States of America.

15. APPLICABLE LAW

This Agreement shall be governed by and construed according to the laws
of the State
of Connecticut.

16. EFFECTIVE DATE

This Agreement becomes effective the _______date of ____________19___.

IN WITNESS WHEREOF the parties to this Agreement by their duly authorized
officers have set their hands as of the day and year first written above.

By:______________________________
Producer

By:______________________________
C. M. Life Insurance Company

SCHEDULE "A"

Pursuant to the provisions of clause 10 of the annexed Agreement between C. M.
Life Insurance Company and the representatives of the Producer as defined in
the said Agreement are:

NAME

EFFECTIVE DATE

SIGNATURE OF THE REPRESENTATIVE

<PAGE>

EXHIBIT 4

INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT

<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154

C.M. Life Insurance Company (Company) will make Annuity Payments starting on
the Annuity Date, in accordance with the provisions of this Contract.

This Contract is issued by the Company at its Home Office, 140 Garden Street,
Hartford, Connecticut, 06154, on the Issue Date. The Contract is issued in
exchange for the payment of the initial Purchase Payment

RIGHT TO EXAMINE CONTRACT: This Contract may be returned to the Company for
any reason within ten (10) calendar days after its receipt by the Contract
Owner. It may be returned by delivering or mailing it to the Company at its
Annuity Service Center. When this Contract is received by the Company it will
be voided as if it had never been in force. Upon its return, the Company will
refund, within seven days, the Contract Value next computed after receipt of
this Contract by the Company at its Annuity Service Center. This may be more
or less than the Purchase Payments.

THIS IS A LEGAL CONTRACT BETWEEN THE CONTRACT OWNER AND THE COMPANY

READ YOUR CONTRACT CAREFULLY

Ann F. Lomeli David E. Sams

SECRETARY PRESIDENT

INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT
WITH FLEXIBLE PURCHASE PAYMENTS
NONPARTICIPATING

ANNUITY PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS
CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

<PAGE>
TABLE OF CONTENTS

CONTRACT SCHEDULE........................................................4

DEFINITIONS..............................................................5

PURCHASE PAYMENT PROVISIONS..............................................8
PURCHASE PAYMENTS...................................................8
SUBSEQUENT PURCHASE PAYMENTS........................................8
ALLOCATION OF PURCHASE PAYMENTS.....................................8

SEPARATE ACCOUNT PROVISIONS..............................................8
THE SEPARATE ACCOUNT................................................8
VALUATION OF ASSETS.................................................9
ACCUMULATION UNITS..................................................9
ACCUMULATION UNIT VALUE.............................................9
MORTALITY AND EXPENSE RISK CHARGE..................................10
ADMINISTRATIVE CHARGE..............................................10
DISTRIBUTION CHARGE................................................10
MORTALITY AND EXPENSE GUARANTEE....................................10
ANNUAL CONTRACT MAINTENANCE CHARGE.................................10
DEDUCTION FOR ANNUAL CONTRACT MAINTENANCE CHARGE...................10

TRANSFERS...............................................................10
TRANSFERS DURING THE ACCUMULATION PERIOD...........................10
TRANSFERS DURING THE ANNUITY PERIOD................................11

WITHDRAWAL PROVISIONS...................................................12
WITHDRAWAL.........................................................12
CONTINGENT DEFERRED SALES CHARGE...................................13
WITHDRAWAL CHARGE..................................................13

PROCEEDS PAYABLE ON DEATH...............................................13
DEATH OF CONTRACT OWNER DURING THE ACCUMULATION PERIOD.............13
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD................13
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD...............13
DEATH OF CONTRACT OWNER DURING THE ANNUITY PERIOD..................14
DEATH OF ANNUITANT.................................................14
PAYMENT OF DEATH BENEFIT...........................................14
BENEFICIARY........................................................15
CHANGE OF BENEFICIARY..............................................15

SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION............................15

ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS.............................16
ANNUITANT..........................................................16
CONTRACT OWNER.....................................................16
JOINT CONTRACT OWNERS..............................................16
ASSIGNMENT OF THE CONTRACT.........................................16

GENERAL PROVISIONS......................................................16
THE CONTRACT.......................................................16
CONTRACT CHANGES BY THE COMPANY....................................17
<PAGE>
CONTRACT CHANGES BY THE CONTRACT OWNER.............................17
CONTRACT TERMINATION...............................................17
INCONTESTABILITY...................................................17
MISSTATEMENT OF AGE OR SEX.........................................17
NON-BUSINESS DAYS..................................................18
NON-PARTICIPATING..................................................18
PROTECTION OF PROCEEDS.............................................18
REGULATORY REQUIREMENTS............................................18
REPORTS............................................................18
TAXES..............................................................18

ANNUITY PROVISIONS......................................................19
ANNUITY GUIDELINES.................................................19
ANNUITY PAYMENTS...................................................19
FIXED ANNUITY......................................................20
VARIABLE ANNUITY...................................................20
ANNUITY UNITS AND PAYMENTS.........................................20
ANNUITY UNIT VALUE.................................................20
ANNUITY OPTIONS....................................................21
Annuity Option A - Life Income................................21
Annuity Option B - Life Income with Period Certain............21
Annuity Option C - Joint and Last Survivor Payments...........21
Annuity Option D - Joint and 2/3 Survivor Annuity.............21
Annuity Option E - Period Certain.............................21
Annuity Option F - Special Income Settlement Agreement........21
FIXED ANNUITY RATES................................................22
Fixed Annuity Rates Table 1...................................
Fixed Annuity Rates Table 2...................................
Fixed Annuity Rates Table 3...................................
Fixed Annuity Rates Table 4...................................
VARIABLE ANNUITY RATES.............................................
Variable Annuity Rates Table 5................................
Variable Annuity Rates Table 6................................
Variable Annuity Rates Table 7................................
Variable Annuity Rates Table 8................................

<PAGE>
[VARIABLE INFORMATION]

Panorama Premier

CONTRACT SCHEDULE

REVISION DATE: August 31, 1994

CONTRACT OWNER: [John Doe] AGE AND SEX: [35 Male]

ANNUITANT: [John Doe] AGE AND SEX: [35 Male]

CONTRACT NUMBER: [1234 CML] ISSUE DATE: July 30, 1995

ANNUITY DATE: [August 31, 2024]

PURCHASE PAYMENTS:

INITIAL PURCHASE PAYMENT: [Non-Qualified: $5,000; Qualified: $2,000]

MINIMUM SUBSEQUENT PURCHASE PAYMENT: [$250, or, if the automatic investment
option is elected, $100.]

MAXIMUM TOTAL PURCHASE PAYMENTS: [For Contract Owners up to Age 75 on the
Issue Date, the maximum total Purchase Payments are $1 Million; for Contract
Owners over Age 75 on the Issue Date, the maximum total Purchase Payments are
$500,000. Purchase Payments above these amounts must be preapproved by the
Company. For Joint Contract Owners, Age refers to the oldest Joint Contract
Owner.]

ALLOCATION GUIDELINES:

[1. There are no limitations on the number of Sub-Accounts that can be
selected by a Contract Owner.

2. Contract Owners can have Purchase Payments allocated to the Fixed Account
in accordance with the attached Fixed Account Annuity Endorsement.

3. If the Purchase Payments and forms required to issue a Contract are in
good order, the initial Net Purchase Payment will be credited to the Contract
within two (2) business days after receipt at the Annuity Service Center.
Additional Purchase Payments will be credited to the Contract as of the
Valuation Period when they are received.

4. The initial Net Purchase Payment will be allocated to the Money Market
Sub-Account. Upon the expiration of fifteen days from the Issue Date, the
Sub-Account value represented by the Money Market Sub-Account will be
allocated to the Separate Account and the Fixed Account in accordance with the
election made by the Contract Owner. All subsequent Purchase Payments will be
allocated in accordance with the election made by the Contract Owner at the
time the Contract is issued, unless subsequently changed.]

<PAGE>

SEPARATE ACCOUNT: [C.M. Multi-Account A]
INVESTMENTS, SERIES AND SUB-ACCOUNTS:

[Connecticut Mutual Financial Services Series Trust (CM Series)]
[Money Market Portfolio CM Series Money Market Sub-Account]
[Government Securities Portfolio CM Series Government Securities Sub-
Account]
[Income Portfolio CM Series Income Sub-Account]
[Life Span Diversified Income CM Series Life Span Diversified
Income Portfolio Sub-Account]
[Total Return Portfolio CM Series Total Return Sub-Account]
[LifeSpan Balanced Portfolio CM Series LifeSpan Balanced Sub-
Account]
[LifeSpan Capital Appreciation CM Series LifeSpan Capital
Appreciation Portfolio Sub-
Account]
[Growth Portfolio CM Series Growth Sub-Account]
[International Portfolio CM Series International Sub-Account]
[Small Cap Portfolio CM Small Cap Sub-Account]

BENEFICIARY: [As designated by the Contract Owner at the Issue Date, unless
changed in accordance with the Contract.]

ANNUAL CONTRACT MAINTENANCE CHARGE: [Currently $30.00 each Contract Year is
deducted on the last day of the Contract Year and may be increased but it will
not exceed $60 per Contract Year. In the event of an increase, the Company
will give the Contract Owner 90 days prior notice of the increase. However, if
the Contract Value on the last day of the Contract Year is at least $100,000,
then no Annual Contract Maintenance Charge will be deducted. If a total
withdrawal is made on other than the last day of the Contract Year and the
Contract Value for the Valuation Period during which the total withdrawal is
made is less than $100,000, the Annual Contract Maintenance Charge will be
deducted at the time of the total withdrawal. The Contract Maintenance Charge
will be deducted from the Sub-Accounts and the Fixed Account in the same
proportion that the amount of the Contract Value in each Sub-Account or Fixed
Account bears to the total Contract Value. If the Annuity Date is not the
last day of the Contract Year and the Contract Value on the Annuity Date is
less than $100,000, then a pro-rata portion of the Annual Contract Maintenance
Charge will be deducted on the Annuity Date. During the Annuity Period, the
Annual Contract Maintenance Charge will be deducted pro-rata from Annuity
Payments regardless of Contract size and will result in a reduction of each
Annuity Payment.]

MORTALITY AND EXPENSE RISK CHARGE: [The current charge is equal on an annual
basis to 1.25% of the average daily net asset value of the Separate Account.]

ADMINISTRATIVE CHARGE: [The current charge is equal on an annual basis to
.15% of the average daily net asset value of the Separate Account. The
maximum Administrative Charge will not exceed .25% of the average daily net
asset value of the Separate Account.]
CHARGE: [None]

<PAGE>

TRANSFERS:

NUMBER OF TRANSFERS: [Subject to the conditions imposed on such transfers by
the Company, Contract Owners may make unlimited transfers during the
Accumulation Period and 6 transfers per calendar year during the Annuity
Period. The Company reserves the right to further limit the number of
transfers in the future.]

FREE TRANSFERS: 12 per calendar year during the Accumulation Period; 6 per
calendar year during the Annuity Period. All transfers made during a
Valuation Period are deemed to be one transfer.]

TRANSFER FEE: [The Transfer fee will not exceed the lesser of $20 or 2% of
the amount transferred for each transfer beyond the 12 free unscheduled
transfers allowed per calendar year. In addition, all transfers made as a
result of a dollar cost averaging or asset allocation program will be
considered as free scheduled transfers that do not count toward the 12 free
unscheduled transfers. However, if the Contract Owner changes from one
approved asset allocation program to another, transfers made to implement such
change will be counted as unscheduled transfers. Transfers made by the Company
from the Money Market Sub-Account at the end of the Right to Examine Contract
period do not count against the transfer limit.]

MINIMUM AND MAXIMUM AMOUNT TO BE TRANSFERRED: [The minimum amount of a
transfer is $1,000 per transfer request (from one or multiple Sub-Accounts and
the Fixed Account during the Accumulation Period) or the Contract Owner's
entire interest in the Sub-Account or Fixed Account, if less. This
requirement is waived if the transfer is made in connection with the
Rebalancing Program.]

MINIMUM AMOUNT WHICH MUST REMAIN IN A SUB-ACCOUNT OR THE FIXED ACCOUNT AFTER A
TRANSFER: [$1,000; or $0 if the entire amount in the Sub-Account or Fixed
Account is transferred]

WITHDRAWALS:

CONTINGENT DEFERRED SALES CHARGE: [A Contingent Deferred Sales Charge is
assessed against Purchase Payments withdrawn. The Charge is calculated at the
time of each withdrawal. For partial withdrawals, the Charge is deducted from
the remaining Contract Value and is deducted from the Sub-Accounts and Fixed
Account in the same proportion that the amount of withdrawal from the
Sub-Account or Fixed Account bears to the total of the partial withdrawal. The
Contingent Deferred Sales Charge is based upon the length of time from receipt
of Purchase Payments. Withdrawals are deemed to have come from earnings first
and then from Purchase Payments. Each Purchase Payment is tracked as to its
date of receipt and withdrawals thereof are determined in accordance with the
following:

<PAGE>

<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES CHARGE

Length of time
from receipt Charge
_______________ _______
<C> <S>
1 Year 7%
2 Years 6%
3 Years 5%
4 Years 4%
5 Years 3%
6 Years 2%
7 Years 1%
8 Years or more 0%]
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
DEFINITIONS

<S> <C>
ACCUMULATION PERIOD The period prior to the commencement of Annuity Payments during which
Purchase Payments may be made.

ACCUMULATION UNIT A unit of measure used to determine the value of the Contract Owner's
interest in a Sub-Account of the Separate Account during the
Accumulation Period.

AGE The age of any Contract Owner or Annuitant on his/her birthday nearest
the date for which age is being determined.

ANNUITANT The primary person upon whose life Annuity Payments are to be made. On
or after the Annuity Date, the Annuitant shall also include any joint
Annuitant.

ANNUITY DATE The date on which Annuity Payments begin. The Annuity Date is shown on
the Contract Schedule.

ANNUITY PAYMENTS The series of payments that will begin on the Annuity Date.

ANNUITY OPTIONS Options available for Annuity Payments.

ANNUITY PERIOD The period which begins on the Annuity Date and ends with the last
Annuity Payment.

ANNUITY RESERVE The assets which support the Annuity Option selected by the Contract
Owner during the Annuity Period.

ANNUITY SERVICE The office indicated on the Contract Schedule of this Contract to
CENTER which notices, requests and Purchase Payments must be sent. All sums
payable by the Company under this Contract are payable only at the
Annuity Service Center.

ANNUITY UNIT A unit of measure used to determine the amount of each Variable
Annuity Payment after the Annuity Date.
</TABLE>

<S> <C>
BENEFICIARY The person(s) or entit(ies) designated to receive the death benefit
provided by this Contract.

CONTRACT An anniversary of the Issue Date of this Contract.
ANNIVERSARY

CONTRACT OWNER The person(s) or entit(ies) entitled to the ownership rights stated
in this Contract.

CONTRACT VALUE The sum of the Contract Owner's interest in the Sub-Accounts of
the Separate Account during the Accumulation Period.

CONTRACT YEAR The first Contract Year is the annual period which begins on the Issue
Date.Subsequent Contract Years begin on each anniversary of the Issue
Date.

ELIGIBLE INVESTMENT An investment entity shown on the Contract Schedule into which assets
of the Separate Account will be invested.

FIXED ANNUITY A series of payments made during the Annuity Period which are
guaranteed as to dollar amount by the Company.

GENERAL ACCOUNT The Company's general investment account which contains all the assets
of the Company with the exception of the Separate Account and other
segregated asset accounts.

ISSUE DATE The date on which this Contract became effective.

NET PURCHASE A Purchase Payment less any Premium Tax assessed by any state or
PAYMENT other jurisdiction.

PREMIUM TAX A tax imposed by certain states and other jurisdictions when a
Purchase Payment is made, when Annuity Payments begin, or when the
Contract is surrendered.
</TABLE>

<S> <C>
PURCHASE PAYMENT During the Accumulation Period, a payment made by or on behalf of a
Contract Owner with respect to this Contract.

REVISION DATE The date of any revised Contract Schedule. A revised Contract Schedule
bearing the latest Revision Date will supersede all previous Contract
Schedules.

SEPARATE ACCOUNT The Company's Separate Account designated on the Contract Schedule.

SERIES A segment of an Eligible Investment which constitutes a separate and
distinct class of shares into which assets of a Sub-Account will be
invested.

SUB-ACCOUNT Separate Account assets are divided into Sub-Accounts which are listed
on the Contract Schedule. Assets of each Sub-Account will be invested
in shares of an Eligible Investment or a Series of an Eligible
Investment.

VALUATION DATE Each day on which the Company, the New York Stock Exchange ("NYSE")
and the Eligible Investments are open for business.

VALUATION PERIOD The period of time beginning at the close of business of the NYSE on
each Valuation Date and ending at the close of business for the next
succeeding Valuation Date.

VARIABLE ANNUITY An annuity with payments which vary as to dollar amount in relation to
the investment performance of specified Sub-Accounts of the Separate
Account.

WRITTEN REQUEST A request in writing, in a form satisfactory to the Company, which is
received by the Annuity Service Center.
</TABLE>

PURCHASE PAYMENT PROVISIONS

PURCHASE PAYMENTS

The initial Purchase Payment is due on the Issue Date. The minimum and
maximum subsequent and total Purchase Payments are shown on the Contract
Schedule. The Company reserves the right to reject any Application or Purchase
Payment.

SUBSEQUENT PURCHASE PAYMENTS

Subject to the minimum subsequent and maximum total shown on the Contract
Schedule, the Contract Owner may make subsequent Purchase Payments.

<PAGE>
ALLOCATION OF PURCHASE PAYMENTS

The allocation of the initial Net Purchase Payment is made in accordance with
the selection made by the Contract Owner at the time the Contract is issued.
Unless otherwise changed by Written Request by the Contract Owner, subsequent
Net Purchase Payments are allocated in the same manner as the initial Net
Purchase Payment. Allocation of the Net Purchase Payments is subject to the
Allocation Guidelines shown on the Contract Schedule. The Company has reserved
the right to allocate initial Purchase Payments to the Money Market
Sub-Account until the expiration of the Right to Examine Contract period.

SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT

The Separate Account is designated on the Contract Schedule and consists of
assets set aside by the Company, which are kept separate from that of the
general assets and all other separate account assets of the Company. The
assets of the Separate Account equal to reserves and other liabilities will
not be charged with liabilities arising out of any other business the Company
may conduct.

The Separate Account assets are divided into Sub-Accounts. The Sub-Accounts
which are available under this Contract are listed in the Contract Schedule.
The assets of the Sub-Accounts are allocated to the Eligible Investment(s) and
the Series, if any, within an Eligible Investment shown on the Contract
Schedule. The Company may, from time to time, add additional Eligible
Investments or Series to those shown on the Contract Schedule. The Contract
Owner may be permitted to transfer Contract Values or allocate Net Purchase
Payments to the additional Eligible Investments or Series. However, the right
to make such transfers or allocations will be limited by the terms and
conditions imposed by the Company.

Should the shares of any such Eligible Investment(s) or any Series within an
Eligible Investment become unavailable for investment by the Separate Account,
or the Company's Board of Directors deems further investment in these shares
inappropriate, the Company may limit further purchase of such shares or may
substitute shares of another Eligible Investment or Series for shares already
purchased under this Contract.

VALUATION OF ASSETS

The assets of the Separate Account are valued at their fair market value in
accordance with procedures of the Company.

ACCUMULATION UNITS

During the Accumulation Period, Accumulation Units shall be used to account
for all amounts allocated to or withdrawn from the Sub-Accounts of the
Separate Account as a result of Purchase Payments, withdrawals, transfers, or
fees and charges. The Company will determine the number of Accumulation Units
of a Sub-Account purchased or canceled. This will be done by dividing the
amount allocated to (or the amount withdrawn from) the Sub-Account by the
<PAGE>
dollar value of one Accumulation Unit of the Sub-Account as of the end of the
Valuation Period during which the request for the transaction is received at
the Annuity Service Center.

ACCUMULATION UNIT VALUE

The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. Subsequent Accumulation Unit Values for each Sub-Account are
determined by multiplying the Accumulation Unit Value for the immediately
preceding Valuation Period by the Net Investment Factor for the Sub-Account
for the current Valuation period.

The Net Investment Factor for each Sub-Account is determined by dividing A by
B and subtracting C where:

<S> <C>
A is (i) the net asset value per share of the Eligible Investment or
Series of an Eligible Investment held by the Sub-Account for the
current Valuation Period; plus

(ii) any dividend per share declared on behalf of such Eligible
Investment or Series that has an ex-dividend date within the
current Valuation Period; less

(iii) the cumulative charge or credit for taxes reserved which
is determined by the Company to have resulted from the operation
or maintenance of the Sub-Account.

B is the net asset value per share of the Eligible Investment or
Series of an Eligible Investment held by the Sub-Account for the
immediately preceding Valuation Period.
</TABLE>

<S> <C>
C is the cumulative unpaid charge for the Mortality and Expense Risk
Charge, for the Administrative Charge and for the Distribution
Charge which are shown on the Contract Schedule.
</TABLE>

The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.

<PAGE>
MORTALITY AND EXPENSE RISK CHARGE

Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
from each Sub-Account of the Separate Account which is equal, on an annual
basis, to the amount shown on the Contract Schedule. The Mortality and
Expense Risk Charge compensates the Company for assuming the mortality and
expense risks under this Contract.

ADMINISTRATIVE CHARGE

Each Valuation Period, the Company deducts an Administrative Charge from each
Sub-Account of the Separate Account which is equal, on an annual basis, to the
amount shown on the Contract Schedule. The Administrative Charge compensates
the Company for the costs associated with the administration of this Contract
and the Separate Account.

DISTRIBUTION CHARGE

Each Valuation Period, the Company deducts a Distribution Charge from each
Sub-Account of the Separate Account which is equal, on an annual basis to the
amount shown on the Contract Schedule. The Distribution Charge compensates
the Company for the costs associated with the distribution of this Contract.

MORTALITY AND EXPENSE GUARANTEE

The Company guarantees that the dollar amount of each Annuity Payment after
the first Annuity Payment will not be affected by variations in mortality or
expense experience.

ANNUAL CONTRACT MAINTENANCE CHARGE

DEDUCTION FOR ANNUAL CONTRACT MAINTENANCE CHARGE

The Company deducts an Annual Contract Maintenance Charge from the Contract
Value or Annuity Payments to reimburse it for expenses relating to maintenance
of this Contract. The Annual Contract Maintenance Charge is shown on the
Contract Schedule.

TRANSFERS

TRANSFERS DURING THE ACCUMULATION PERIOD

Subject to any limitations imposed by the Company on the number of transfers,
shown on the Contract Schedule, that can be made during the Accumulation
Period, the Contract Owner may transfer all or part of the Contract Owner's
interest in a Sub-Account by Written Request without the imposition of any fee
or charge if there have been no more than the number of free transfers shown
on the Contract Schedule. All transfers are subject to the following:

<C> <S>
1. If more than the number of free transfers have been made, the
Company will deduct a Transfer Fee, shown on the Contract
Schedule, for each subsequent transfer permitted. The
Transfer Fee will be deducted from the Contract Owner's
interest in the Sub-Account from which the transfer is made.
However, if the Contract Owner's entire interest in a Sub-
Account is being transferred, the Transfer Fee will be
deducted from the amount which is transferred. If Contract
Values are being transferred from more than one Sub-Account,
any Transfer Fee will be allocated to those Sub-Accounts on a
pro-rata basis in proportion to the amount transferred from
each Sub-Account.

2. The minimum amount which can be transferred is shown on the
Contract Schedule. The minimum amount which must remain in a
Sub-Account is shown on the Contract Schedule.

3. The Company reserves the right at any time and without prior
notice to any party, to terminate, suspend or modify the transfer
privilege described above.
</TABLE>

If the Contract Owner elects to use this transfer privilege, the Company will
not be liable for transfers made in accordance with the Contract Owner's
instructions. All amounts and Accumulation Units will be determined as of the
end of the Valuation Period during which the request for transfer is received
at the Annuity Service Center.

TRANSFERS DURING THE ANNUITY PERIOD

During the Annuity Period, the Contract Owner may make transfers, by Written
Request, as follows:

<C> <S>
1. The Contract Owner may make transfers of Annuity Reserves between
Sub-Accounts, subject to any limitations imposed by the Company
on the number of transfers, shown on the Contract Schedule, that
can be made. If more than the number of free transfers have been
made, the Company will deduct a Transfer Fee, shown on the
Contract Schedule, for each subsequent transfer permitted. The
Transfer Fee will be deducted from the Contract Owner's interest
in the Sub-Account from which the transfer is made. However, if
the Contract Owner's entire interest in a Sub-Account is being
transferred, the Transfer Fee will be deducted from the amount
which is transferred. If Annuity Reserves are being transferred
<PAGE>
from more than one Sub-Account, any Transfer Fee will be
allocated to those Sub-Accounts on a pro-rata basis in proportion
to the amount transferred from each Sub-Account.

2. The Contract Owner may, once each Contract Year, make a transfer
from one or more Sub-Accounts to the General Account. The
Contract Owner may not make a transfer from the General Account
to the Separate Account.

3. Transfers between Sub-Accounts will be made by converting the
number of Annuity Units being transferred to the number of
Annuity Units of the Sub-Account to which the transfer is made,
so that the next Annuity Payment if it were made at that time
would be the same amount that it would have been without the
transfer. Thereafter, Annuity Payments will reflect changes in
the value of the new Annuity Units.

The amount transferred to the General Account from a Sub-Account
will be based on the Annuity Reserves for the Contract Owner in
that Sub-Account. Transfers to the General Account will be made
by converting the Annuity Units being transferred to purchase
fixed Annuity Payments under the Annuity Option in effect and
based on the Age of the Annuitant at the time of the transfer.
</TABLE>

<C> <S>
4. The minimum amount which can be transferred is shown on the
Contract Schedule. The minimum amount which must remain in a
Sub-Account is shown on the Contract Schedule.

5. The Company reserves the right, at any time and without prior
notice to any party, to terminate, suspend or modify the transfer
privilege described above.
</TABLE>

If the Contract Owner elects to use this transfer privilege, the Company will
not be liable for transfers made in accordance with the Contract Owner's
instructions. All amounts and Annuity Unit Values will be determined as of the
end of the Valuation Period during which the request for transfer is received
at the Annuity Service Center.

WITHDRAWAL PROVISIONS

WITHDRAWAL

During the Accumulation Period, the Contract Owner may, upon Written Request,
make a total or partial withdrawal of the Contract Withdrawal Value. The
Contract Withdrawal Value is:

<C> <S>
1. The Contract Value as of the end of the Valuation Period during
which a Written Request for a withdrawal is received; less

2. Any applicable Premium Taxes not previously deducted; less

3. The Contingent Deferred Sales Charge, if any; less

4. The Withdrawal Charge, if any; less

5. The Annual Contract Maintenance Charge, if any; less

6. Any Purchase Payments credited to the Contract when based upon
checks that have not cleared the drawer bank.
</TABLE>

A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account in the ratio that the Contract Owner's interest in the
Sub-Account bears to the total Contract Value. The Contract Owner must
specify by Written Request in advance which Sub-Account Units are to be
canceled if other than the above method is desired. If the Contract Owner
makes a total withdrawal, all of the Contract Owner's rights and interests in
the Contract will terminate.

The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of
Payments Provision is in effect.

Each partial withdrawal must be for an amount which is not less than the
minimum amount shown on the Contract Schedule. The Contract Value which must
remain in the Contract after a partial withdrawal is shown on the Contract
Schedule. The Company reserves the right to limit the number of partial
withdrawals that can be made from a Contract. The current number of partial
withdrawals permitted is shown on the Contract Schedule.

CONTINGENT DEFERRED SALES CHARGE

A contingent deferred sales charge may be deducted in the event of a
withdrawal of all or a portion of the Contract Value. The Contingent Deferred
Sales Charge and Free Withdrawal Amounts are set out on the Contract Schedule.

WITHDRAWAL CHARGE

A service fee (Withdrawal Charge) may be deducted in the event of a
withdrawal. The Withdrawal Charge is set out on the Contract Schedule.

<PAGE>
PROCEEDS PAYABLE ON DEATH

DEATH OF CONTRACT OWNER DURING THE ACCUMULATION PERIOD

Upon the death of the Contract Owner or a Joint Contract Owner during the
Accumulation Period, the death benefit will be paid to the Beneficiary
designated by the Contract Owner. Upon the death of a Joint Contract Owner,
the surviving Joint Contract Owner, if any, will be treated as the Primary
Beneficiary. Any other Beneficiary designation on record at the time of death
will be treated as a Contingent Beneficiary.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD

The Death Benefit during the Accumulation Period will be the Contract Value
determined and paid as of the end of the Valuation Period during which the
Company receives both due proof of death and an election for the payment
method.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD

A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Contract Owner during
the Accumulation Period:

<TABLE>

- -----------
<S> <C>

Option 1 - lump sum payment of the death benefit; or
- -----------

Option 2 - the payment of the entire death benefit within 5 years of
- -----------
the date of the death of the Contract Owner; or

Option 3 - payment of the death benefit under an Annuity Option over
- -----------
the lifetime of the Beneficiary or over a period not extending beyond
the life expectancy of the Beneficiary with distribution beginning
within one year of the date of death of the Contract Owner or any
Joint Contract Owner.
</TABLE>

<PAGE>
Any portion of the death benefit not applied under Option 3 within one year of
the date of the Contract Owners' death must be distributed within five years
of the date of death.

A spousal Beneficiary may elect to continue the Contract in his or her own
name, elect a lump sum payment of the death benefit or apply the death benefit
to an Annuity Option.

If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.

Payment to the Beneficiary, other than in a lump sum, may only be elected
during the sixty-day period beginning with the date of receipt of proof of
death.

DEATH OF CONTRACT OWNER DURING THE ANNUITY PERIOD

If the Contract Owner or a Joint Contract Owner, who is not the Annuitant,
dies during the Annuity Period, any remaining payments under the Annuity
Option elected will continue at least as rapidly as under the method of
distribution in effect at such Contract Owner's death. Upon the death of a
Contract Owner during the Annuity Period, the Beneficiary becomes the Owner.

DEATH OF ANNUITANT

PAYMENT OF DEATH BENEFIT

The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:

<C> <S>
1. a certified death certificate;

2. a certified decree of a court of competent jurisdiction as to
the finding of death; or

<PAGE>
3. any other proof satisfactory to the Company.
</TABLE>

All death benefits will be paid in accordance with applicable law or
regulations governing death benefit payments.

BENEFICIARY

The Beneficiary designation in effect on the Issue Date will remain in effect
until changed. Unless the Contract Owner provides otherwise, the death
benefit will be paid in equal shares to the survivor(s) as follows.

<C> <S>
1. to the Primary Beneficiary(ies) who survive the Contract Owner's
and/or the Annuitant's death, as applicable; or if there are
none

2. to the Contingent Beneficiary(ies) who survive the Contract
Owner's and/or the Annuitant's death, as applicable; or if there
are none

3. to the estate of the Contract Owner.
</TABLE>

Beneficiaries may be named irrevocably. A change of Beneficiary requires the
consent of any irrevocable Beneficiary. If an irrevocable Beneficiary is
named, the Contract Owner retains all other contractual rights.

CHANGE OF BENEFICIARY

Subject to the rights of any irrevocable Beneficiary(ies), the Contract Owner
may change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). A
change may be made by Written Request. The change will take effect as of the
date the notice is signed. The Company will not be liable for any payment made
or action taken before it records the change.

SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION

The Company reserves the right to suspend or postpone payments for a
withdrawal or transfer for any period when:

<C> <S>
1. The New York Stock Exchange is closed (other than customary
weekend and holiday closings);

2. Trading on the New York Stock Exchange is restricted;

<PAGE>
3. An emergency exists as a result of which disposal of securities
held in the Separate Account is not reasonably practicable or it
is not reasonably practicable to determine the value of the
Separate Account's net assets; or

4. During any other period when the Securities and Exchange
Commission, by order, so permits for the protection of Contract
Owners;
</TABLE>

provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.

ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS

ANNUITANT

CONTRACT OWNER

The Contract Owner has all rights under this Contract. The Contract Owner is
the person designated as such on the Issue Date, unless changed.

The Contract Owner may change owners at any time prior to the Annuity Date by
Written Request. A change of Contract Owner will automatically revoke any
prior designation of Contract Owner. The change will become effective as of
the date the Written Request is signed. A new designation of Contract Owner
will not apply to any payment made or action taken by the Company prior to the
time it was received.

JOINT CONTRACT OWNERS

The Contract can be owned by Joint Contract Owners. If Joint Contract Owners
are named, any Joint Contract Owner must be the spouse of the other Contract
Owner. Upon the death of either Contract Owner, the surviving spouse will be
the Primary Beneficiary. Any other Beneficiary designation will be treated as
a Contingent Beneficiary unless otherwise indicated in a Written Request.

ASSIGNMENT OF THE CONTRACT

A Written Request specifying the terms of an assignment of this Contract must
be provided to the Annuity Service Center. Until the Written Request is
received, the Company will not be required to take notice of or be responsible
for any transfer of interest in this Contract by assignment, agreement, or
otherwise.

<PAGE>
The Company will not be responsible for the validity or tax consequences of
any assignment. Any assignment made after the death benefit has become payable
will be valid only with Companys consent.

If this Contract is assigned, the Contract Owner's rights may only be
exercised with the consent of the assignee of record.

GENERAL PROVISIONS

THE CONTRACT

The entire Contract consists of this Contract, any Application and any riders
or endorsements attached to this Contract.

CONTRACT CHANGES BY THE COMPANY

The Company reserves the right to amend this Contract to meet the requirements
of any applicable federal or state laws or regulations, or as otherwise
provided in this Contract. The Company will notify the Contract Owner in
writing of such amendments.

Any changes to this Contract by the Company must be signed by an authorized
officer of the Company. Agents of the Company have no authority to alter or
modify any of the terms, conditions, agreements of this Contract, or to waive
any of its provisions.

CONTRACT CHANGES BY THE CONTRACT OWNER

The Contract Owner may, subject to the Company's underwriting rules then in
effect and in accordance with the provisions of this Contract, by Written
Request:

<C> <S>
1. change the Contract Owner;

2. change the Annuity Date and/or the Annuity Option at any time up
to thirty (30) calendar days before the current Annuity Date,
provided the Annuitant is then living;
3. change the Beneficiary; or

4. change the Annuitant, prior to the Annuity Date.
</TABLE>

A change of Annuitant, Annuity Date and Annuity Option will take effect on the
date the Written Request is received.

<PAGE>
CONTRACT TERMINATION

This Contract will terminate upon the occurrence of any of the following
events:

<S> <C>
1. the date of the last Annuity Payment;

2. the date payment is made of the entire Contract Value;

3. the date of the last death benefit payment to the last
Beneficiary;

4. the date the Contract is returned under the Right to Examine
Contract provision.
</TABLE>

INCONTESTABILITY

The Company shall not contest the validity of this Contract.

MISSTATEMENT OF AGE OR SEX

If the Annuitant's Age or sex has been incorrectly stated, the Annuity Payment
payable will be that which the Contract Value, reduced by any applicable
Premium Tax, Annual Contract Maintenance Charge, and Contingent Deferred Sales
Charge, would have purchased at the correct Age and sex. After correction, the
Annuitant will receive the sum of any underpayments made by the Company within
thirty (30) calendar days. The amount of any overpayments made by the Company
will be charged against the payment(s) following the correction.

NON-BUSINESS DAYS

If the due date for any activity required by the Contract falls on a
non-business day for the Company, performance will be rendered on the first
business day following the due date.

NON-PARTICIPATING

This Contract is non-participating and will not share in any surplus earnings
of the Company. No dividends are payable on this Contract.

PROTECTION OF PROCEEDS

To the extent permitted by law, all payments under this Contract shall be free
from legal process and the claim of any creditor if the person is entitled to
them under this Contract. No payment and no amount under this Contract can be
taken or assigned in advance of its payment date unless the Company receives
the Contract Owner's written consent.

<PAGE>
REGULATORY REQUIREMENTS

All values payable under this Contract will not be less than the minimum
benefits required by the laws and regulations of the state in which the
Contract is delivered.

REPORTS

Each year the Company will provide to the Contract Owner an accounting of
Purchase Payments, transfers, withdrawals, charges applicable to this
Contract, and any other information required under state or federal law.

PREMIUM AND OTHER TAXES

Any Premium Taxes relating to this Contract may be deducted from the Purchase
Payments or Contract Value when incurred. The Company will, in its sole
discretion, determine when Premium Taxes have resulted from: the investment
experience of the Separate Account; receipt by the Company of the Purchase
Payments; or commencement of Annuity Payments. The Company may, at its sole
discretion, pay such Premium Taxes when due and deduct that amount from the
Contract Value at a later date. Payment at an earlier date does not waive any
right the Company may have to deduct amounts at a later date.

The Company will deduct any withholding taxes required by applicable law.

The Company reserves the right to establish a provision for federal income
taxes if it determines, in its sole discretion, that it will incur a tax as a
result of the operation of the Seperate Account. The Company will deduct for
any income taxes incurred by it as a result of the operation of the Seperate
Account whether or not there was a provision for taxes and whether or not it
was sufficient.

ANNUITY PROVISIONS

ANNUITY GUIDELINES

Once the Contract reaches the Annuity Date, the following guidelines apply:

<C> <S>
1. The Contract Owner may elect to have the Contract Value applied
to provide a Variable Annuity, a Fixed Annuity, or a combination
Fixed and Variable Annuity. If a combination is elected, the
Contract Owner must specify what part of the Contract Value is
to be applied to the Fixed and Variable options.

2. The amount applied to an Annuity Option on the Annuity Date,
excluding any death benefit proceeds applied to an Annuity
Option, is equal to the Contract Value minus any applicable
Premium Tax, Annual Contract Maintenance Charge and Contingent
Deferred Sales Charge shown on the Contract Schedule.
<PAGE>
3. The minimum amount that may be applied under any Annuity Option,
and the minimum periodic Annuity Payment allowed, are set forth
on the Contract Schedule in the Annuity Guideline Parameters.

4. Contract Owners select an Annuity Date at the Issue Date.
Contract Owners may change the Annuity Date at any time up to
thirth (30) calendar days prior to the current Annuity Date by
Written Request. Any Annuity Date selected is subject to the
Annuity Guideline Parameters set forth on the Contract Schedule.

ANNUITY PAYMENTS

FIXED ANNUITY

A Fixed Annuity provides for payments which do not fluctuate based on
investment performance.

The Fixed Annuity shall be determined by applying the Annuity Purchase Rates
set forth in the Fixed Annuity Rate Tables below to the portion of the
Contract Value allocated to the Fixed Annuity Option selected by the Contract
Owner.

VARIABLE ANNUITY

A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the allocation of the Contract Value among
the Sub-Accounts.

<PAGE>
ANNUITY UNITS AND PAYMENTS

1. The number of Annuity Units credited in each Sub-Account will
be determined by dividing the product of the portion of the
Contract Value to be applied to the Sub-Account and the Annuity
Purchase Rate by the value of one Annuity Unit in that Sub-
Account on the Annuity Date. The purchase rates are set forth in
the Variable Annuity Rate Tables below.

2. For each Sub-Account, the amount of each Annuity Payment equals
the product of the Annuitant's number of Annuity Units and the
Annuity Unit Value on the payment date. The amount of each payment
may vary.

ANNUITY UNIT VALUE

The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.

The Sub-Account Annuity Unit Value at the end of any subsequent Valuation
Period is determined as follows:

<C> <S>
1. The Net Investment Factor for the current Valuation Period is
multiplied by the value of the Annuity Unit for the Sub-Account
for the immediately preceding Valuation Period.

2. The result in (1) is then divided by an assumed investment
factor. The assumed investment rate factor equals 1.00 plus the
assumed investment rate for the number of days since the
preceding Valuation Date. Assumed investment rate is based on
an effective annual rate of 4%.
</TABLE>

The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.

ANNUITY OPTIONS

The Contract Owner may choose periodic fixed and/or variable Annuity Payments
under any one of the Annuity Options described below. The Company may consent
to other plans of payment before the Annuity Date.

<PAGE>
The following Annuity Options are available:

Annuity Option A - Life Income

Periodic payments will be made as long as the Annuitant lives.

Annuity Option B - Life Income with Period Certain

Periodic payments will be made for a guaranteed period, or as long as the
Annuitant lives, whichever is longer. The guaranteed period may be five (5),
ten (10) or twenty (20) years. If the Beneficiary does not desire payments to
continue for the remainder of the guaranteed period, he/she may elect to have
the present value of the guaranteed annuity payments remaining commuted and
paid in a lump sum.

Annuity Option C - Joint and Last Survivor Payments payments will be made
during the joint lifetime of two Annuitants continuing in the same amount
during the lifetime of the surviving Annuitant.

Annuity Option D - Joint and 2/3 Survivor Annuity

Annuity Option E - Period Certain

Annuity Option F - Special Income Settlement Agreement

The Company will pay the proceeds in accordance with terms agreed upon in
writing by the Contract Owner and the Company.

<PAGE>
ANNUITY RATES

FIXED ANNUITY RATES

Notes to Tables

[Table 1 - Annuity Options A and B
Table 2 - Annuity Option C
Table 3 - Annuity Option D
Table 4 - Annuity Option E

<S> <C>
Note 1: If the single premium immediate annuity rates offered by the
Company and designated by the Company for this purpose on the
Annuity Date are more favorable than the minimum guaranteed rates
used to develop Tables 1, 2, 3 or 4, those rates will be used.

Note 2: The 1983 Table "a" mortality table, projected to the year 2015
with Projection Scale G, applies to all Annuity Options which
include life contingent payments. Where applicable, unisex
mortality rates and projection factors are based on a 40%/60%
male/female weighting.

Note 3: The Annuity Option rates shown in Tables 1, 2, 3, and 4 are based
on an effective annual interest rate of 3%.

Note 4: Rates will be determined based on the age(s) of Annuitant(s), on
his/her birthday nearest the Annuity Date. The tables below show
Annuity Option rates based on age nearest birthday.

Note 5: The purchase rate for any age or combination of ages not shown in
the above tables will be calculated on the same basis as the
payments for those shown and may be obtained by Written Request.]
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
FIXED ANNUITY RATES
TABLE 1 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000

MALE FEMALE

Age Life 5 Yrs 10 Yrs 20 Yrs Life 5 Yrs 10 Yrs 20 Yrs Age
Only C&L C&L C&L Only C&L C&L C&L
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 3.94 3.93 3.91 3.84 3.64 3.64 3.63 3.60 50
51 4.00 3.99 3.97 3.89 3.69 3.69 3.68 3.64 51
52 4.07 4.06 4.04 3.94 3.74 3.74 3.73 3.69 52
53 4.13 4.13 4.10 4.00 3.80 3.79 3.78 3.74 53
54 4.21 4.20 4.17 4.06 3.85 3.85 3.84 3.79 54

55 4.29 4.28 4.25 4.11 3.92 3.91 3.90 3.84 55
56 4.37 4.36 4.32 4.17 3.98 3.98 3.96 3.90 56
57 4.45 4.44 4.40 4.23 4.05 4.04 4.03 3.95 57
58 4.54 4.53 4.49 4.30 4.12 4.11 4.10 4.01 58
59 4.64 4.63 4.58 4.36 4.20 4.19 4.17 4.07 59

60 4.74 4.73 4.67 4.42 4.28 4.27 4.25 4.13 60
61 4.85 4.84 4.77 4.49 4.36 4.35 4.33 4.20 61
62 4.97 4.95 4.88 4.56 4.45 4.44 4.41 4.27 62
63 5.10 5.07 4.99 4.62 4.55 4.54 4.50 4.33 63
64 5.23 5.20 5.11 4.69 4.65 4.64 4.60 4.40 64

65 5.37 5.34 5.23 4.75 4.76 4.75 4.70 4.47 65
66 5.53 5.49 5.35 4.82 4.88 4.86 4.81 4.55 66
67 5.69 5.64 5.49 4.88 5.00 4.98 4.92 4.62 67
68 5.86 5.81 5.63 4.94 5.13 5.11 5.04 4.69 68
69 6.05 5.98 5.77 5.00 5.28 5.25 5.17 4.76 69

70 6.25 6.17 5.92 5.06 5.43 5.40 5.30 4.83 70
71 6.45 6.36 6.07 5.11 5.60 5.56 5.44 4.90 71
72 6.67 6.56 6.23 5.16 5.77 5.73 5.59 4.97 72
73 6.91 6.78 6.39 5.21 5.97 5.92 5.75 5.03 73
74 7.16 7.00 6.56 5.25 6.18 6.11 5.91 5.09 74

75 7.42 7.24 6.72 5.29 6.40 6.33 6.08 5.15 75
76 7.71 7.49 6.90 5.33 6.64 6.55 6.26 5.20 76
77 8.01 7.76 7.07 5.36 6.90 6.79 6.44 5.25 77
78 8.34 8.04 7.24 5.38 7.17 7.04 6.63 5.29 78
79 8.69 8.33 7.42 5.41 7.47 7.31 6.82 5.32 79
80 9.06 8.64 7.59 5.43 7.79 7.59 7.01 5.36 80

81 9.46 8.95 7.77 5.45 8.14 7.90 7.21 5.39 81
82 9.88 9.29 7.94 5.46 8.51 8.22 7.40 5.41 82
83 10.34 9.63 8.10 5.47 8.92 8.56 7.59 5.43 83
84 10.82 9.99 8.25 5.48 9.35 8.91 7.78 5.45 84
85 11.34 10.36 8.40 5.49 9.83 9.29 7.96 5.47 85
</TABLE>
<TABLE>
<CAPTION>
FIXED ANNUITY RATES
TABLE 2 - OPTION C
MONTHLY PAYMENT PER $1,000

MALE/FEMALE JOINT AND SURVIVOR ANNUITY

MALE FEMALE AGE MALE
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.11 3.18 3.24 3.30 3.34 3.38 3.40 3.42 3.43 3.44 40
45 3.15 3.24 3.33 3.41 3.48 3.54 3.58 3.61 3.63 3.65 45
50 3.18 3.29 3.41 3.52 3.63 3.72 3.79 3.84 3.88 3.90 50
55 3.21 3.33 3.48 3.63 3.77 3.91 4.02 4.11 4.18 4.22 55
60 3.22 3.36 3.53 3.71 3.91 4.10 4.28 4.43 4.55 4.63 60
65 3.24 3.39 3.57 3.78 4.02 4.28 4.55 4.79 4.99 5.14 65
70 3.24 3.40 3.59 3.83 4.11 4.44 4.79 5.16 5.50 5.77 70
75 3.25 3.41 3.61 3.86 4.17 4.55 5.00 5.51 6.01 6.47 75
80 3.25 3.42 3.62 3.88 4.21 4.64 5.16 5.80 6.51 7.22 80
85 3.25 3.42 3.63 3.90 4.24 4.69 5.27 6.03 6.94 7.94 85
</TABLE>

<TABLE>
<CAPTION>
MALE(1) MALE(2) JOINT AND SURVIVOR ANNUITY

MALE (1) MALE (2) AGE MALE (1)
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.17 3.24 3.29 3.33 3.37 3.40 3.41 3.43 3.44 3.44 40
45 3.24 3.32 3.40 3.47 3.53 3.57 3.60 3.63 3.64 3.65 45
50 3.29 3.40 3.51 3.61 3.70 3.77 3.83 3.87 3.89 3.91 50
55 3.33 3.47 3.61 3.75 3.89 4.00 4.09 4.16 4.21 4.24 55
60 3.37 3.53 3.70 3.89 4.07 4.25 4.40 4.52 4.60 4.66 60
65 3.40 3.57 3.77 4.00 4.25 4.50 4.73 4.93 5.09 5.20 65
70 3.41 3.60 3.83 4.09 4.40 4.73 5.08 5.40 5.67 5.88 70
75 3.43 3.63 3.87 4.16 4.52 4.93 5.40 5.87 6.31 6.67 75
80 3.44 3.64 3.89 4.21 4.60 5.09 5.67 6.31 6.96 7.57 80
85 3.44 3.65 3.91 4.24 4.66 5.20 5.88 6.67 7.57 8.48 85
</TABLE>

<TABLE>
<CAPTION>
FEMALE(1)FEMALE(2) JOINT AND SURVIVOR ANNUITY

FEMALE(1) FEMALE(2) AGE FEMALE(1)
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.06 3.11 3.15 3.19 3.21 3.23 3.24 3.25 3.25 3.25 40
45 3.11 3.19 3.25 3.30 3.34 3.37 3.39 3.40 3.41 3.42 45
50 3.15 3.25 3.34 3.42 3.49 3.54 3.58 3.60 3.62 3.63 50
55 3.19 3.30 3.42 3.54 3.64 3.73 3.79 3.84 3.87 3.89 55
<PAGE>
60 3.21 3.34 3.49 3.64 3.79 3.93 4.05 4.13 4.19 4.23 60
65 3.23 3.37 3.54 3.73 3.93 4.13 4.32 4.47 4.59 4.66 65
70 3.24 3.39 3.58 3.79 4.05 4.32 4.60 4.86 5.06 5.21 70
75 3.25 3.40 3.60 3.84 4.13 4.47 4.86 5.25 5.62 5.91 75
80 3.25 3.41 3.62 3.87 4.19 4.59 5.06 5.62 6.18 6.70 80
85 3.25 3.42 3.63 3.89 4.23 4.66 5.21 5.91 6.70 7.52 85
</TABLE>

FIXED ANNUITY RATES
TABLE 3 - OPTION D
MONTHLY PAYMENT PER $1,000

MALE/FEMALE JOINT AND 2/3 ANNUITY

MALE FEMALE AGE FEMALE
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.21 3.26 3.31 3.35 3.38 3.40 3.42 3.43 3.44 3.44 40
45 3.30 3.37 3.43 3.49 3.54 3.58 3.61 3.63 3.64 3.65 45
50 3.40 3.48 3.57 3.65 3.73 3.79 3.84 3.87 3.90 3.91 50
55 3.50 3.60 3.71 3.82 3.93 4.03 4.11 4.17 4.21 4.24 55
60 3.61 3.73 3.86 4.00 4.15 4.30 4.43 4.53 4.61 4.67 60
65 3.73 3.86 4.02 4.19 4.39 4.59 4.79 4.97 5.11 5.22 65
70 3.86 4.01 4.19 4.40 4.64 4.91 5.20 5.48 5.73 5.92 70
75 4.00 4.16 4.36 4.60 4.89 5.23 5.61 6.03 6.42 6.76 75
80 4.14 4.31 4.53 4.80 5.13 5.54 6.03 6.59 7.19 7.74 80
85 4.27 4.46 4.69 4.99 5.36 5.83 6.42 7.14 7.97 8.82 85
</TABLE>

<TABLE>
<CAPTION>
MALE(1)MALE(2) JOINT AND 2/3 ANNUITY

MALE(1) MALE(2) AGE MALE(1)
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.26 3.30 3.34 3.37 3.40 3.41 3.43 3.44 3.44 3.45 40
45 3.37 3.43 3.48 3.53 3.57 3.60 3.62 3.64 3.65 3.65 45
50 3.48 3.56 3.64 3.71 3.78 3.83 3.86 3.89 3.91 3.92 50
55 3.60 3.71 3.81 3.92 4.01 4.09 4.16 4.20 4.23 4.26 55
60 3.73 3.86 3.99 4.14 4.27 4.40 4.51 4.59 4.65 4.69 60
65 3.87 4.02 4.19 4.37 4.57 4.76 4.93 5.07 5.18 5.26 65
70 4.02 4.19 4.40 4.63 4.88 5.15 5.42 5.65 5.85 6.00 70
75 4.18 4.37 4.60 4.88 5.19 5.55 5.94 6.31 6.64 6.91 75
80 4.33 4.55 4.81 5.12 5.50 5.96 6.48 7.02 7.54 8.01 80
85 4.48 4.72 5.00 5.36 5.80 6.34 7.00 7.73 8.51 9.26 85
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
FEMALE(1) FEMALE(2) JOINT AND 2/3 ANNUITY

FEMALE(1) FEMALE(2) AGE FEMALE(1)
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.12 3.16 3.19 3.21 3.23 3.24 3.24 3.25 3.25 3.25 40
45 3.21 3.26 3.31 3.34 3.37 3.39 3.40 3.41 3.42 3.42 45
50 3.30 3.37 3.43 3.49 3.54 3.57 3.60 3.61 3.63 3.63 50
55 3.40 3.48 3.57 3.66 3.73 3.79 3.83 3.87 3.89 3.90 55
60 3.50 3.60 3.72 3.83 3.94 4.04 4.12 4.18 4.22 4.24 60
65 3.61 3.73 3.87 4.02 4.17 4.32 4.46 4.57 4.64 4.69 65
70 3.74 3.88 4.04 4.22 4.42 4.64 4.85 5.03 5.18 5.29 70
75 3.88 4.03 4.22 4.43 4.69 4.97 5.28 5.59 5.86 6.06 75
80 4.03 4.20 4.40 4.65 4.95 5.31 5.73 6.19 6.64 7.03 80
85 4.19 4.37 4.59 4.87 5.22 5.65 6.18 6.81 7.49 8.16 85
</TABLE>

<TABLE>
<CAPTION>
FIXED ANNUITY RATES
TABLE 4 - OPTION E
MONTHLY PAYMENT PER $1000

YEARS MONTHLY INCOME

<S> <C>
5 $17.91
6 15.14
7 13.16
8 11.68
9 10.53

10 9.61
11 8.86
12 8.24
13 7.71
14 7.26

15 6.87
16 6.53
17 6.23
18 5.96
19 5.73

20 5.51
21 5.32
22 5.15
23 4.99
24 4.84

25 4.71
<PAGE>
26 4.59
27 4.47
28 4.37
29 4.27
30 4.18
</TABLE>

VARIABLE ANNUITY RATES
TABLE 5 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000

MALE FEMALE
Life 5 Yrs 10 Yrs 20 Yrs Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Only C&L C&L C&L Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 4.53 4.53 4.51 4.42 4.24 4.24 4.23 4.19 50
51 4.60 4.59 4.56 4.47 4.29 4.29 4.28 4.23 51
52 4.66 4.65 4.63 4.52 4.34 4.33 4.32 4.28 52
53 4.73 4.72 4.69 4.57 4.39 4.39 4.38 4.32 53
54 4.80 4.79 4.76 4.62 4.45 4.44 4.43 4.37 54

55 4.88 4.86 4.83 4.68 4.51 4.50 4.49 4.42 55
56 4.95 4.94 4.90 4.74 4.57 4.56 4.54 4.47 56
57 5.04 5.02 4.98 4.79 4.63 4.63 4.61 4.52 57
58 5.13 5.11 5.06 4.85 4.70 4.70 4.67 4.58 58
59 5.22 5.21 5.15 4.91 4.78 4.77 4.74 4.64 59

60 5.33 5.31 5.24 4.97 4.86 4.85 4.82 4.70 60
61 5.44 5.41 5.34 5.04 4.94 4.93 4.90 4.76 61
62 5.55 5.53 5.44 5.10 5.03 5.02 4.98 4.82 62
63 5.68 5.65 5.55 5.16 5.12 5.11 5.07 4.89 63
64 5.81 5.78 5.67 5.22 5.22 5.21 5.16 4.95 64

65 5.96 5.91 5.79 5.28 5.33 5.31 5.26 5.02 65
66 6.11 6.06 5.91 5.35 5.45 5.43 5.37 5.09 66
67 6.27 6.22 6.04 5.40 5.57 5.55 5.48 5.15 67
68 6.45 6.38 6.18 5.46 5.70 5.68 5.60 5.22 68
69 6.63 6.55 6.32 5.52 5.85 5.82 5.72 5.29 69

70 6.83 6.74 6.46 5.57 6.00 5.96 5.85 5.36 70
71 7.04 6.93 6.61 5.62 6.16 6.12 5.99 5.42 71
72 7.26 7.13 6.77 5.67 6.34 6.29 6.14 5.49 72
73 7.50 7.34 6.92 5.71 6.54 6.48 6.29 5.55 73
74 7.75 7.57 7.09 5.76 6.74 6.67 6.45 5.60 74

75 8.02 7.81 7.25 5.79 6.97 6.89 6.62 5.66 75
76 8.30 8.06 7.42 5.83 7.22 7.11 6.79 5.71 76
77 8.61 8.32 7.59 5.86 7.47 7.35 6.97 5.75 77
78 8.94 8.60 7.76 5.88 7.75 7.60 7.15 5.79 78
79 9.29 8.89 7.93 5.90 8.05 7.87 7.34 5.82 79
<PAGE>
80 9.66 9.20 8.10 5.92 8.37 8.15 7.53 5.86 80

81 10.06 9.51 8.27 5.94 8.72 8.45 7.72 5.88 81
82 10.49 9.84 8.43 5.95 9.10 8.77 7.91 5.91 82
83 10.95 10.18 8.59 5.97 9.51 9.11 8.10 5.93 83
84 11.43 10.54 8.74 5.98 9.95 9.47 8.28 5.94 84
85 11.95 10.90 8.88 5.98 10.42 9.84 8.45 5.96 85
</TABLE>

VARIABLE ANNUITY RATES
TABLE 6 - OPTION C
MONTHLY PAYMENT PER $1,000

MALE/FEMALE JOINT AND SURVIVOR ANNUITY

MALE FEMALE AGE MALE
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.73 3.80 3.86 3.91 3.95 3.98 4.01 4.03 4.05 4.05 40
45 3.77 3.85 3.93 4.01 4.08 4.13 4.18 4.21 4.23 4.25 45
50 3.80 3.90 4.01 4.11 4.21 4.30 4.37 4.43 4.47 4.49 50
55 3.83 3.94 4.07 4.21 4.35 4.48 4.59 4.69 4.76 4.80 55
60 3.84 3.97 4.12 4.29 4.48 4.66 4.84 4.99 5.11 5.20 60
65 3.86 3.99 4.16 4.36 4.59 4.84 5.10 5.34 5.54 5.70 65
70 3.87 4.01 4.19 4.41 4.68 4.99 5.34 5.70 6.04 6.31 70
75 3.87 4.02 4.21 4.44 4.74 5.11 5.55 6.04 6.55 7.01 75
80 3.88 4.03 4.22 4.47 4.79 5.19 5.71 6.34 7.04 7.75 80
85 3.88 4.03 4.23 4.48 4.81 5.25 5.82 6.57 7.47 8.47 85
</TABLE>

<TABLE>
<CAPTION>
MALE(1)MALE(2) JOINT AND SURVIVOR ANNUITY

MALE(1) MALE(2) AGE MALE(1)
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.79 3.85 3.90 3.94 3.98 4.01 4.03 4.04 4.05 4.06 40
45 3.85 3.93 4.00 4.07 4.12 4.17 4.20 4.23 4.24 4.25 45
50 3.90 4.00 4.10 4.20 4.28 4.36 4.41 4.45 4.48 4.50 50
55 3.94 4.07 4.20 4.33 4.46 4.57 4.67 4.74 4.79 4.82 55
60 3.98 4.12 4.28 4.46 4.64 4.81 4.96 5.08 5.17 5.23 60
65 4.01 4.17 4.36 4.57 4.81 5.05 5.28 5.48 5.65 5.76 65
70 4.03 4.20 4.41 4.67 4.96 5.28 5.62 5.94 6.22 6.43 70
75 4.04 4.23 4.45 4.74 5.08 5.48 5.94 6.40 6.84 7.22 75
80 4.05 4.24 4.48 4.79 5.17 5.65 6.22 6.84 7.50 8.11 80
85 4.06 4.25 4.50 4.82 5.23 5.76 6.43 7.22 8.11 9.02 85
</TABLE>
<TABLE>
<CAPTION>
FEMALE(1)FEMALE(2) JOINT AND SURVIVOR ANNUITY

FEMALE(1) FEMALE(2) AGE FEMALE(1)
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.69 3.74 3.78 3.81 3.83 3.85 3.86 3.87 3.87 3.88 40
45 3.74 3.80 3.86 3.91 3.95 3.98 4.00 4.01 4.02 4.03 45
50 3.78 3.86 3.94 4.02 4.08 4.13 4.17 4.19 4.21 4.22 50
55 3.81 3.91 4.02 4.12 4.22 4.31 4.37 4.42 4.45 4.48 55
60 3.38 3.95 4.08 4.22 4.37 4.50 4.61 4.70 4.76 4.80 60
65 3.85 3.98 4.13 4.31 4.50 4.69 4.87 5.03 5.14 5.22 65
70 3.86 4.00 4.17 4.37 4.61 4.87 5.14 5.40 5.61 5.76 70
75 3.87 4.01 4.19 4.42 4.70 5.03 5.40 5.79 6.15 6.45 75
80 3.87 4.02 4.21 4.45 4.76 5.14 5.61 6.15 6.71 7.23 80
85 3.88 4.03 4.22 4.48 4.80 5.22 5.76 6.45 7.23 8.05 85
</TABLE>

VARIABLE ANNUITY RATES
TABLE 7 - OPTION D
MONTHLY PAYMENT PER $1,000

MALE/FEMALE JOINT AND 2/3 ANNUITY

MALE FEMALE AGE MALE
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.84 3.88 3.92 3.96 3.99 4.01 4.03 4.04 4.05 4.06 40
45 3.93 3.98 4.04 4.09 4.14 4.18 4.21 4.23 4.25 4.26 45
50 4.02 4.09 4.17 4.24 4.31 4.37 4.42 4.46 4.49 4.51 50
55 4.12 4.21 4.31 4.41 4.51 4.60 4.68 4.75 4.79 4.83 55
60 4.24 4.34 4.46 4.59 4.73 4.86 4.99 5.10 5.18 5.24 60
65 4.37 4.49 4.62 4.79 4.97 5.16 5.35 5.53 5.67 5.78 65
70 4.52 4.65 4.81 5.00 5.23 5.48 5.76 6.04 6.28 6.48 70
75 4.68 4.82 5.00 5.22 5.49 5.81 6.18 6.58 6.97 7.31 75
80 4.84 5.00 5.20 5.44 5.75 6.14 6.61 7.16 7.74 8.30 80
85 5.01 5.18 5.39 5.66 6.01 6.46 7.03 7.73 8.54 9.38 85
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
MALE(1)MALE(2) JOINT AND 2/3 ANNUITY

MALE(1) MALE(2) AGE MALE(1)
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.88 3.92 3.96 3.99 4.01 4.03 4.04 4.05 4.06 4.06 40
45 3.98 4.04 4.09 4.13 4.17 4.20 4.22 4.24 4.25 4.26 45
50 4.09 4.17 4.24 4.31 4.36 4.41 4.45 4.48 4.50 4.51 50
55 4.21 4.31 4.40 4.50 4.59 4.67 4.73 4.78 4.82 4.84 55
60 4.35 4.46 4.58 4.71 4.85 4.97 5.07 5.16 5.22 5.26 60
65 4.50 4.63 4.78 4.96 5.14 5.32 5.49 5.63 5.74 5.83 65
70 4.67 4.82 5.00 5.22 5.46 5.72 5.98 6.21 6.41 6.56 70
75 4.84 5.02 5.23 5.48 5.78 6.13 6.50 6.86 7.19 7.47 75
80 5.02 5.22 5.46 5.76 6.12 6.55 7.06 7.58 8.10 8.57 80
85 5.20 5.42 5.68 6.02 6.44 6.96 7.60 8.32 9.08 9.82 85
</TABLE>

<TABLE>
<CAPTION>
FEMALE(1)FEMALE(2) JOINT AND 2/3 ANNUITY

FEMALE(1) FEMALE(2) AGE FEMALE(1)
AGE 40 45 50 55 60 65 70 75 80 85 AGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.76 3.79 3.81 3.83 3.85 3.86 3.87 3.87 3.88 3.88 40
45 3.83 3.88 3.92 3.95 3.98 4.00 4.01 4.02 4.03 4.03 45
50 3.92 3.98 4.04 4.09 4.13 4.17 4.19 4.21 4.22 4.23 50
55 4.01 4.09 4.17 4.24 4.31 4.37 4.42 4.45 4.47 4.49 55
60 4.12 4.21 4.31 4.42 4.52 4.61 4.69 4.75 4.79 4.82 60
65 4.24 4.35 4.47 4.60 4.75 4.89 5.02 5.12 5.20 5.26 65
70 4.38 4.50 4.64 4.81 5.00 5.20 5.40 5.59 5.73 5.84 70
75 4.54 4.67 4.84 5.04 5.27 5.54 5.84 6.14 6.40 6.61 75
80 4.72 4.87 5.05 5.28 5.56 5.90 6.30 6.75 7.19 7.58 80
85 4.90 5.07 5.27 5.53 5.85 6.26 6.77 7.39 8.05 8.71 85
</TABLE>

VARIABLE ANNUITY RATES
TABLE 8 - OPTION E
MONTHLY PAYMENT PER $1000

YEARS MONTHLY INCOME

<S> <C>
5 $18.35
6 15.59
7 13.62
8 12.14
9 11.00

10 10.09
11 9.34
12 8.72
13 8.20
14 7.75

15 7.37
16 7.03
17 6.74
18 6.48
19 6.24

20 6.03
21 5.85
22 5.68
23 5.52
24 5.38

25 5.26
26 5.14
27 5.03
28 4.93
29 4.84
30 4.75
</TABLE>

<PAGE>
[FIXED ACCOUNT ENDORSEMENT - 1 Year Guarantee Interest;
Portfolio Method thereafter]

C.M. LIFE INSURANCE COMPANY
140 GARDEN STREET
HARTFORD, CT 06154

DECLARED INTEREST RATE
FIXED ACCOUNT ANNUITY ENDORSEMENT

This Endorsement modifies the Contract to which it is attached. The effective
date of the Endorsement is shown on the Contract Schedule. In the case of a
conflict with any provision in the Contract, the provisions of this
Endorsement will control.

The Contract is modified as follows:

RIGHT TO EXAMINE: The Right to Examine Contract provision of the Contract also
applies to this Endorsement if any portion of the initial Net Purchase Payment
under the Contract is to be allocated to the Fixed Account.

I. The following are added to amend the DEFINITION Section of the Contract:

DEFINITIONS

CONTRACT VALUE - The sum of the Contract Owners interest in the Sub-Accounts
of the Separate Account and the Contract Owners interest in the Fixed Account.

EFFECTIVE DATE - The date on which the Endorsement became effective.

FIXED ACCOUNT - An investment option within the General Account which may be
selected during the Accumulation Period.

II. The TRANSFERS DURING THE ACCUMULATION PERIOD Section of the Contract is
deleted and replaced with the following:

TRANSFERS

TRANSFERS DURING THE ACCUMULATION PERIOD

Subject to any limitations imposed by the Company on the number of transfers
and the minimum and maximum amounts to be transferred, shown on the Contract
Schedule, the Contract Owner may transfer during the Accumulation Period all
or part of the Contract Owners interest in the Fixed Account or a Sub-Account
by Written Request without the imposition of any fee or charge if there have
been no more than the number of free transfers shown on the Contract Schedule.
All transfers are subject to the following:

1. If more than the number of free transfers have been made, the Company will
deduct a Transfer Fee, shown on the Contract Schedule, for each subsequent
transfer permitted. The Transfer Fee will be deducted from the Contract Owners
interest in the Fixed Account or from the Sub-Account from which the transfer
<PAGE>
made. However, if the Contract Owners entire interest in the Fixed Account
or the Sub-Account is being transferred, the Transfer Fee will be deducted
from the amount which is transferred. If Contract Values are being transferred
from more than one Sub-Account and/or the Fixed Account, any Transfer Fee will
be allocated to those Sub-Accounts and the Fixed Account on a pro-rata basis
in proportion to the amount transferred from each Sub-Account.

2. The minimum and maximum amount which can be transferred is shown on the
Contract Schedule. The minimum amount which must remain in the Fixed Account
or a Sub-Account is shown on the Contract Schedule. Transfers out of the
Fixed Account during any Contract Year are limited in amount to the greater of
$30,000 or thirty (30%) percent of the Contract Owner's Contract Value
allocated to the Fixed Account determined as of the end of the previous
Contract Year. Transfers out of the Fixed Account are done on a first-in
first-out basis. The Company will automatically transfer the oldest Purchase
Payment and corresponding investment results, if any, then the next oldest
Purchase Payment and corresponding investment results, if any, and so forth
until the requested amount is transferred. Transfers between Competing
Accounts are not allowed. Periodically, the Company will announce which
Accounts are Competing Accounts. For a period of ninety (90) days following a
transfer out of a Competing Account, no transfers may be made into any other
Competing Account. For a period of ninety (90) days following a transfer into
a Competing Account, no transfers may be made out of any other Competing
Account.

3. The Company reserves the right, at any time and without prior notice to
any party, to terminate, suspend or modify the transfer privilege described
above.

If the Contract Owner elects to use this transfer privilege, the Company
will not be liable for transfers made in accordance with the Contract Owners
instructions. All amounts and Accumulation Units will be determined as of the
end of the Valuation Period during which the request for transfer is received
at the Annuity Service Center.

III. The following amends the WITHDRAWAL PROVISIONS Section of the Contract:

WITHDRAWAL PROVISIONS

WITHDRAWAL

A withdrawal will result in the cancellation of Accumulation Units or a
reduction in the Fixed Account Contract Value. The Company will withdrawal
amounts on a first-in-first-out basis from any Sub-Account and/or Fixed
Account as follows:

The Company will automatically withdraw the oldest Purchase Payment and
corresponding investment results, if any, then the next oldest Purchase
Payment and corresponding investment results, if any, and so forth until the
requested amount is withdrawn.

<PAGE>
The Contract Owner may not specify which Sub-Account Units are to be canceled.
If the Contract Owner makes a total withdrawal, all of the Contract
Ownersand interests in the Contract will terminate.

IV. The following is added to the SUSPENSION OR DEFERRAL OF PAYMENTS
PROVISIONS Section of the Contract:

The Company reserves the right to postpone payments from the Fixed Account for
a period of up to six months.

V. The following hereby deletes and amends Annuity Guideline 5 contained in
the ANNUITY GUIDELINES of the ANNUITY PROVISIONS Section of the Contract:

If no Annuity Option has been chosen at least thirty (30) calendar days before
the Annuity Date, the Company will make payments to the Annuitant under Option
B, with 10 years of payments guaranteed. Unless specified otherwise, that
portion of the Contract Value allocated to the Separate Account shall be used
to provide a Variable Annuity and that portion of the Contract Value allocated
to the Fixed Account shall be used to provide a Fixed Annuity.

VI. The following section is added to the Contract:

FIXED ACCOUNT PROVISIONS

FIXED ACCOUNT

The Contract Owner can elect to have Net Purchase Payments allocated to the
Fixed Account. During the Accumulation Period the Contract Owner can transfer
Contract Values to the Fixed Account from the Separate Account and from the
Fixed Account to Separate Account, subject to the Transfers During the
Accumulation Period Section set forth in this Endorsement.

FIXED ACCOUNT VALUES

The Fixed Account Value of a Contract Owners Account at any time is equal to:

1. the Net Purchase Payments allocated to the Fixed Account; plus

2. the Contract Value transferred to the Fixed Account; plus

3. interest credited to the Contract Value in the Fixed Account; less

4. any prior withdrawals of Contract Value from the Fixed Account and any
applicable charges; less

5. any Contract Value transferred from the Fixed Account; less

6. Contract Maintenance Charges or Transfer Fees or any appli-cable Premium
Taxes deducted from the Contract Value held in the Fixed Account.

<PAGE>
INTEREST TO BE CREDITED

The Company guarantees that the interest to be credited to the Fixed Account
will not be less than the Minimum Guaranteed Interest Rate shown on the
iscretion. The [Initial] Current Interest Rate is shown on the Contract
Schedule.

Signed for C.M. Life Insurance Company by:

C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154

ENDORSEMENT FOR STEPPED-UP DEATH BENEFIT

This Endorsement forms a part of the Contract to which it is attached. The
effective date of this Endorsement is the Issue Date shown on the Contract
Schedule of the Contract. In case of a conflict with any provision in the
Contract, the provisions of this Endorsement will control. The following
hereby amends and supercedes the section of the Contract captioned "Proceeds
Payable On Death - Death Benefit Amount During The Accumulation Period":

PROCEEDS PAYABLE ON DEATH
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD

Prior to the Contract Owner, or a Joint Owner, reaching Age 75 the death
benefit during the Accumulation Period will be the greater of:

1. The Purchase Payments, less any withdrawals including any applicable
charges; or

2. The Contract Value determined as of the end of the Valuation Period during
which the Company receives at its Annuity Service Center both due proof of
death and an election of the payment method; or

3. The Contract Value on the most recent [three] year Contract Anniversary
plus any subsequent Purchase Payments less any subsequent withdrawals and any
applicable charges.

After the Contract Owner reaches Age 75, the death benefit during the
Accumulation Period will be the Contract Value determined as of the end of the
Valuation Period during which the Company receives at its Annuity Service
Center both due proof of death and an election of the payment method.

If Joint Owners are named, the Age of the oldest will be used to determine
the death benefit. If the Contract is owned by a non-natural person, then
Contract Owner shall mean Annuitant.

<PAGE>
SIGNED BY C.M. LIFE INSURANCE COMPANY:

SECRETARY PRESIDENT

C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154

ENDORSEMENT FOR TERMINAL ILLNESS BENEFIT

TERMINAL ILLNESS BENEFIT

Upon Written Request, the Contract Owner may elect a Terminal Illness Benefit,
subject to the following proof of illness requirement:

The Company will require proof that the Contract Owner is terminally ill and
not expected to live more than 12 months. This proof will include, but is not
limited to, certification by a licensed medical practitioner performing within
the scope of his/her license. The licensed medical practitioner must not be
the Contract Owner, or the parent, spouse or child of the Contract Owner.

A Terminal Illness Benefit will be paid only to the Contract Owner upon
Written Request prior to the Contract Owner, or Joint Owner, reaching Age 75.
Payment of the Terminal Illness Benefit is determined as of the end of the
Valuation Period during which the Company receives at its Annuity Service
Center the Written Request and will be the greater of:

1. The Purchase Payments, less any withdrawals including any applicable
charges; or

2. The Contract Value determined as of the end of the Valuation Period during
which the Company receives at its Annuity Service Center the Written Request;
or

3. The Contract Value on the most recent [three] year Contract Anniversary
plus any subsequent Purchase Payments less any subsequent withdrawals and any
applicable charges.

No Contingent Deferred Sales Charge shall apply with respect to any Terminal
Illness Benefit. Payment of the Terminal Illness Benefit will be in full
settlement of the Company's liability under the Contract and the Contract will
terminate.

<PAGE>
If Joint Owners are named, the Age of the oldest will be used to determine the
Terminal Illness Benefit. If the Contract is owned by a non-natural person,
then Contract Owner shall mean Annuitant.

<PAGE>

EXHIBIT 5

APPLICATION FORM

<PAGE>
Contract #___________________]
[ For H.O. Use Only]

C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154

VARIABLE ANNUITY CONTRACT APPLICATION

1. CONTRACT OWNER INFORMATION [NOTE: Contract Owner must be same as
Annuitant
if IRA, SEP/IRA]
Name (First, MI, Last) Tax I.D./Social Security #

Address (No., Street) Birth Date (Mo/Day/Yr)
Telephone Number
Address (City, State, Zip) Sex: [ ] Male [ ] Female ( )
____________________________________________________________________________
2. JOINT CONTRACT OWNER INFORMATION [NOTE: *Joint ownership only allowed
between spouses.
*Unless otherwise specified, both
signatures will be required for all
Contract Owner transactions]
Name (First, MI, Last) Social Security #

Address (No., Street) Birth Date (Mo/Day/Yr)
Telephone Number
Address (City, State, Zip) Sex: [ ]Male [ ] Female ( )
____________________________________________________________________________
3. ANNUITANT INFORMATION [NOTE *Add Annuitant information only if different
from Contract Owner.
*For additional instructions use Item 11.]

Name (First, MI, Last) Tax I.D./Social Security #

Address (No., Street) Birth Date (Mo/Day/Yr)

Address (City, State, Zip) Sex: [ ] Male [ ] Female ( )
____________________________________________________________________________
4. BENEFICIARY INFORMATION [NOTE *In the event of the death of a Joint
Contract Owner, the surviving spouse shall
become the Primary Beneficiary
*For additional instructions use Item 11.]

Primary Beneficiary:
Name (First, MI, Last) Relationship to Contract Owner Tax I.D./
Social
Security #

Address (No., Street) Birth Date (Mo/Day/Yr)

Address (City, State, Zip) Sex: [ ]Male [ ] Female ( )

<PAGE>
Contingent Beneficiary:
Name (First, MI, Last) Relationship to Contract Owner Tax I.D./
Social
Security #

Address (No., Street) Birth Date (Mo/Day/Yr)

Address (City, State, Zip) Sex: [ ]Male [ ] Female ( )

5. PLAN INFORMATION
Non-Qualified Plan: [ ] Individual Plan

Qualified Plan: [ ] Regular IRA - Tax year(s) _____, _____
[ ] IRA/Rollover/Transfer
[ ] SEP-IRA
[ ] Corporate, Plan Type______________________
[ ] Other____________________________________
[NOTE: Under certain circumstances as
described in the accompanying prospectus,
Net Purchase Payments
6. INITIAL PURCHASE PAYMENT $_____ may be allocated to the Money Market
Sub-Account until the expiration of the
Right to Examine Contract period.
Thereafter, Net Purchase Payments will be
allocated as directed by the Contract
Owner.]
____________________________________________________________________________
7. HEALTH INFORMATION
Do you have any reason to believe that the Death Benefit will become payable to
the Beneficiary in the first Contract Year?

Yes [ ] No [ ]
____________________________________________________________________________
8. ANNUITY ACTIVITY
*Have you purchased another Connecticut Mutual Life or C.M. Life Annuity in the
past 12 months?
Yes [ ] No [ ]

*Will the annuity applied for replace or change any existing individual or
group life insurance or annuity?
Yes[ ] No [ ]
____________________________________________________________________________
9. ANNUITY DATE _________________ [NOTE: *The Annuity Date must be the
(Mo/Day/Yr) first day of a calendar month and
may not be within 5 years of the
Contract Issue Date.
*The Annuity Date cannot be later
than the earlier of the Annuitant's
90th birthday or the maximum date
permitted under state law.]

<PAGE>
____________________________________________________________________________
10. ANNUITY OPTIONS NOTE: [If no election is made 30 days before the Annuity
Date, payments will be made under
Option B with a 20 Years Period Certain.]
____________________________________________________________________________
11. MISCELLANEOUS INSTRUCTIONS/COMMENTS

____________________________________________________________________________
12. CONTRACT OWNER AND ANNUITANT SIGNATURES

I hereby represent that the above information is correct and true to the best
of my knowledge and belief and agree that this application shall be a part of
the Contract issued by the Company. Any person who, with the intent to
defraud or knowing that he is facilitating a fraud against an insurer, submits
an application or files a claim containing a false or deceptive statement is
guilty of insurance fraud. ALL PAYMENTS AND VALUES PROVIDED BY
THE CONTRACT BEING APPLIED FOR WHEN BASED ON INVESTMENT
EXPERIENCE OF A VARIABLE ACCOUNT ARE VARIABLE AND
ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. I acknowledge
receipt of a current prospectus for the Contract.

Signed at: _________________ __________ On: ______/_____/_____
(City) (State) (Mo/Day/Yr)

Contract Owner Signature
____________________________________________

Joint Contract Owner Signature
____________________________________________

Annuitant Signature (If other than a Contract Owner)
____________________________________________
____________________________________________________________________________
13. NASD REGISTERED REPRESENTATIVE/AGENT/BROKER INFORMATION

Will the annuity applied for replace or change any existing individual or group
life insurance annuity? If yes, I have complied with all state replacement
requirements. [ ] Yes [ ] No

Is this replacement meant to be a tax-free exchange under Section 1035?
[ ] Yes [ ] No

I certify that I am NASD registered and state licensed for variable annuity
contracts where this application is written and delivered.

Signature of NASD Registered Representative/Agent/Broker
________________________________________

Phone Number ( )

Print Name and License #/Code
____________________________________________________________

<PAGE>
Name and Address of Firm
_____________________________________________________________

City ________________ State ________________ Zip________________

Make check(s) payable to C.M. Life and mail this signed Application and the
check to: [C.M. Life Insurance Company Annuity Service Center]
P.O. Box 419083
Kansas City,. MO 64141-6083

<PAGE>

EXHIBIT 6(i)

CHARTER

<PAGE>

Substitute House Bill No. 5252
SPECIAL ACT NO. 80-4

AN ACT CONCERNING INCORPORATION OF THE C. M. LIFE INSURANCE COMPANY.

Be it enacted by the Senate and House of Representatives in General Assembly
convened:

Section 1. C. M. Life Insurance Company is created a body politic and
corporate and under that name shall have all the powers granted by the general
statutes, as now enacted or hereafter amended, to corporations formed under the
Stock Corporation Act. Connecticut Mutual Life Insurance Company of Hartford
shall be the sole incorporator.

Sec. 2. The corporation shall have the power to write life insurance,
endowments, annuities, accident, disability and health insurance and any and
all other forms of insurance which any other corporation now or hereafter
chartered by Connecticut and empowered to do a life insurance business may now
or hereafter lawfully do; to write policies and contracts on an individual or
group basis, providing for benefits on either a fixed or variable basis; to
accept and to cede reinsurance; to issue policies and contracts for any kind or
combination of kinds of insurance herein authorized; to issue policies or
contracts either with or without participation in profits, earnings or surplus;
to acquire and hold any or all of the shares or other securities of any
insurance corporation or any other kind of corporation; to invest in and to
establish or manage, one or more investment companies; and to engage in any
lawful act or activity for which corporations may be formed under the Stock
Corporation Act. The corporation may exercise such powers outside of
Connecticut to the extent permitted by the laws of the particular jurisdiction.

Sec. 3. The capital with which the corporation shall commence business shall
be an amount not less than one thousand dollars. The authorized capital shall
be ten million dollars divided into fifty thousand shares of common capital
stock with a par value of two hundred dollars each.

Section 4. The incorporator named in section 1 of this act shall form the
corporation in the manner provided for specially chartered corporations in the
Stock Corporation Act.

<PAGE>

Substitute House Bill No. 5252

Sec. 5. The corporation shall obtain a license from the insurance
commissioner prior to the commencement of business and shall be subject to all
the general statutes applicable to insurance companies.

Sec. 6. Notwithstanding the provisions of section 33-391 of the general
statutes, the corporate charter granted by this act shall be void unless said
corporation is organized and licensed on or before January 1, 1982.

Certified as correct by

________________________________________________________________________
Legislative Commissioner.

________________________________________________________________________
Clerk of the Senate.

________________________________________________________________________
Clerk of the House.

Approved ____________________________April 25_____________________, 1980

<PAGE>
Senate Bill No. 696

SPECIAL ACT NO. 81-2

AN ACT EXTENDING THE TIME FOR ORGANIZATION OF THE C.M. LIFE INSURANCE COMPANY.

Be it enacted by the Senate and House of Representatives in General Assembly
convened:

Section 6 of special act 80-4 is amended to read as follows:

Certified as correct by

________________________________________________________________________
Legislative Commissioner.

________________________________________________________________________
Clerk of the Senate.

________________________________________________________________________
Clerk of the House.

Approved ____________________________April 22_____________________, 1981

________________________________________________________________________
Governor.

EXHIBIT 6(ii)

BYLAWS

C.M. LIFE INSURANCE COMPANY

Article I

Shareholders' Meetings

SECTION I. Annual meeting. The annual meeting of the shareholders for the
election of Directors and the transaction of such other business as may
properly come before it shall be held at the principal office of the
Corporation in the City of Hartford, State of Connecticut, or at such place
within or without the State of Connecticut as shall be set forth in the
notice of meeting. The meeting shall be held on a day during the first
quarter of each calendar year as shall be specified by a vote of the Board
of Directors and at such hour as shall be specified in the notice thereof.
The Secretary shall give personally or by mail, not less than ten nor more
than 50 days before the date of the meeting to each shareholder entitled to
vote at such meeting, written notice stating the place, date, and hour of
the meeting. If mailed, the notice shall be addressed to the shareholder
at the address as it appears on the record of shareholders of the
Corporation unless there shall have been filed with the Secretary a written
request that notices be mailed to a different address, in which case it
shall be mailed to the address designated in the request. Any notice of
meetings may be waived by a shareholder by submitting a signed waiver
either before or after the meeting, or by attendance at the meeting.

SECTION 2. Special meeting. Special meetings of shareholders may be
called for any purpose at any time by a majority of the Directors, the
President, or the Secretary and must be called by the President or
Secretary upon written request of the holders of the outstanding shares
entitled to vote at such special meeting. Written notice of such meetings
stating the place within or without the State of Connecticut, the date and
hour of the meeting, the purpose or purposes for which it is called, and
the name of the person by whom or at whose direction the meeting is called
shall be given not less than one nor more than 50 days before the date set
for the meeting. The notice shall be given to each shareholder of record
in the same manner as notice of the annual meeting. No business other than
that
<PAGE>
specified in the notice of meeting shall be transacted at any such
special meeting. Notice of special meeting may be waived by submitting a
signed waiver or by attendance at the meeting.

SECTION 3. Quorum. The presence, in person or by proxy, of the holders of
30% of the outstanding shares entitled to vote thereat shall be necessary
to constitute a quorum for the transaction of business at all meetings of
shareholders. If, however, such quorum shall not be present or represented
at any meeting of the shareholders, the shareholders entitled to vote
thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting to a future date at which a quorum shall be present or
represented. At such adjourned meeting, any business may be transacted
which might have been transacted at the meeting as originally called.

SECTION 4. Record date. The Directors may fix in advance a date not less
than ten nor more than 70 days, prior to the date of any meeting of the
shareholders or prior to the last day on which the consent or dissent of or
action by the shareholders may be effectively expressed for any purpose
without a meeting, as the record date for the determination of
shareholders.

SECTION 5. Voting. A shareholder entitled to vote at a meeting may vote
at such meeting in person or by proxy. Except as otherwise provided by
law, all shareholders, shall be entitled to one vote for each share
standing in their name on the record of shareholders. Except as herein
provided, all corporate action shall be determined by vote of a majority of
the votes cast at a meeting of shareholders by the holders of shares
entitled to vote thereon.

SECTION 6. Proxies. Every proxy must be dated and signed by the
shareholder or by an attorney-in-fact. No proxy shall be valid after the
expiration of 11 months from the date of its execution, unless otherwise
provided therein. Every proxy shall be revocable at the pleasure of the
shareholder executing it.

SECTION 7. Consents. Whenever by a provision of statute or of the Charter
or by these bylaws the vote of shareholders is required or permitted to be
taken at a meeting thereof in connection with any corporate

<PAGE>
action, the meeting and the vote of shareholders may be dispensed with if all
the shareholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action's being
taken.

Article II

Directors

SECTION 1. Number and qualifications. The entire Board of Directors shall
consist of not less than three nor more than nine persons all of whom shall
be of full age. The number of Directors may be changed by an amendment to
the Bylaws, adopted by the shareholders.

SECTION 2. Manner of election. Except for the initial Directors who shall
be elected by the Incorporator, the Directors shall be elected at the
annual meeting of shareholders by a plurality vote except as otherwise
prescribed by statute.

SECTION 4. Duties and powers. The Board of Directors shall have control
and management of the affairs and business of the Corporation. The
Directors shall in all cases act as a board, regularly convened, and, in
the transaction of business the act of a majority present at a meeting
except as otherwise provided by law or the Charter shall be the act of the
board, provided a quorum is present. The Directors may adopt such rules
and regulations for the conduct of their meetings and the management of the
Corporation as they may deem proper, not inconsistent with law or these
Bylaws.

SECTION 5. Policies and contracts. The Board of Directors may provide the
terms and conditions upon which policies and other contracts shall be
issued by the corporation including fixing the amount of any rates of
interest payable on funds held by the Corporation, but it may delegate such
authority to whatever officers it designates. The Board of Directors shall
fix the amount of any dividends on any policies or other contracts issued
by the Corporation.

SECTION 6. Meetings. The Board of Directors shall meet for the election
or appointment of officers and for the transaction of any other business as
soon as practicable after the adjournment of the annual meeting of the
shareholders, and other regular

<PAGE>
meetings of the board shall be held at such times as the board may from time
to time determine.

Special meetings of the Board of Directors may be called by the President
for any purpose at any time; and he must, upon the written request of any
two Directors, call a special meeting to be held not more than seven days
after the receipt of such request.

SECTION 7. Notice of meetings. No notice need be given of any regular
meeting of the board. Notice of special meetings shall be served upon each
Director in person or by mail addressed to him at his last known post
office address, at least four hours prior to the date of such meeting,
specifying the time and place of the meeting and the business to be
transacted thereat. At any meeting at which all of the Directors shall be
present, although held without notice, any business may be transacted which
might have been transacted if the meeting had been duly called.

SECTION 8. Place of meeting. The Board of Directors shall hold its
meeting at the principal office of the corporation or at such place within
or without the State of Connecticut, as may be designated in the notice of
any such meeting.

SECTION 9. Quorum. At any meeting of the Board of Directors, the presence
of a majority of the board shall be necessary to constitute a quorum for
the transaction of business. However, should a quorum not be present, a
lesser number may adjourn the meeting to some further time, not more than
seven days later.

SECTION 10. Voting. At all meetings of the Board of Directors, each
Director shall have one vote.

SECTION 11. Compensation. Each Director shall be entitled to receive for
attendance at each meeting of the board or of any duly constituted
committee thereof which he attends such fee as is fixed by the board.

SECTION 12. Vacancies. Any vacancy occurring in the board of directors by
death, resignation, or otherwise shall be filled by a majority vote of the
remaining Directors even if less than a quorum, at a regular meeting or at
a special meeting which shall be called for that purpose within 60 days
after the occurrence of the vacancy. The Director thus chosen

<PAGE>
shall hold office for the unexpired term of his predecessor and the election
and qualification of his successor.

SECTION 13. Removal of directors. Any Director may be removed either with
or without cause, at any time, by a vote of the shareholders holding a
majority of the shares then issued and outstanding and who were entitled to
vote for the election of the Director sought to be removed, at any special
meeting of shareholders called for that purpose, or at the annual meeting
of shareholders.

SECTION 14. Resignation. Any Director may resign his office at any time,
such resignation to be made in writing and to take effect immediately
without acceptance.

SECTION 15. Conflicts of interest. No contract or other transaction
between the corporation and any other corporation and no other act of the
corporation with relation to any other corporation shall, in the absence of
fraud, in any way be invalidated or otherwise affected by the fact that any
one or more of the Directors of the corporation are pecuniarily or
otherwise interested in, or are directors or officers, of such other
corporation. Any Director of the corporation may vote upon any contract or
other transaction between the corporation and any subsidiary or affiliated
corporation without regard to the fact that he is also a director or
officer of such subsidiary or affiliated corporation. Any Director of the
corporation individually, or any firm or association of which any Director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the corporation, provided
that the fact that he individually or as a member of such firm or
association is such a party or so interested shall be disclosed or shall
have been known to the Board of Directors or a majority of such members
thereof as shall be present at any meeting of the Board of Directors at
which action upon any such members thereof as shall be present at any
meeting of the Board of Directors at which action upon any such contract or
transaction shall be taken; and in any case described in this paragraph,
any such Director may be counted in determining the existence of a quorum
at any meeting of the Board of Directors which shall authorize any such
contract or transaction and may vote thereat to authorize any such contract
or transaction.

<PAGE>
SECTION 16. Consents. Whenever by a provision of statute or of the
Charter or by these bylaws the vote of Directors is required or permitted
to be taken at a meeting thereof in connection with any corporate action,
the meeting and the vote of Directors may be dispensed with, if all the
Directors who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action's being
taken.

Article III

Officers

SECTION 1. Officers and qualifications. The officers of the corporation
shall be a President, Vice President, Secretary, a Treasurer, and such
other officers as the Board of Directors or the President may determine.
Any two offices, except the offices of President and Secretary, may be held
by the same person. Any vacancy occurring in any office of the corporation
may be filled by the Board of Directors, if such officer was appointed by
the Directors. Any vacancy occurring in any other office may be filled by
the President.

SECTION 2. Term of office. All officers shall hold office until their
successors have been duly elected and have qualified, or until removed as
hereinafter provided.

SECTION 3. Removal of officers. Any officer appointed by the Directors
may be moved either with or without cause by the vote of a majority of the
Board of Directors. Any officer appointed by the President may be removed
either with or without cause by the President.

SECTION 4. Duties of officers. The duties and powers of the officers of
the corporation designated below shall be as follows and as shall hereafter
be set by resolution of the Board of Directors:

President

The President shall:

A. preside at all meetings of the Board of Directors. He shall also
preside at all meetings of the shareholders;

B. present at each annual meeting of the

<PAGE>
shareholders and Directors a report of the condition of the business of the
corporation;

C. cause to be called regular and special meetings of the shareholders and
Directors;

D. appoint, discharge, and fix the compensation of all employees and
agents of the corporation other than officers duly elected by the Board of
Directors;

E. sign and execute all contracts including insurance policies and annuity
contracts in the name of the corporation, and all notes, drafts, or other
orders for the payment of money, and may designate such persons to do so on
behalf of the corporation as he may determine subject to whatever
limitations the Board of Directors may choose to impose;

F. sign all certificates representing shares;

G. cause all books, reports, statements, and certificates to be properly
kept and filed as required by law; and

H. enforce these bylaws and perform all the duties incident in his office
and which are required by law, and, generally, he shall supervise and
control the business and affairs of the corporation.

Vice President

During the absence, incapacity or at the request of the President, the Vice
President in order of seniority of election shall perform the duties of the
President, and when so acting, he shall have all the powers and be subject
to all the responsibilities of the office of the President and shall
perform such other duties and functions as the Board of Directors or the
President prescribe.

Secretary

The Secretary shall:

A. keep the minutes of the meetings of the Board of Directors and of the
shareholders in appropriate books;
B. cause to be called regular and special meetings of the shareholders;

C. attend to the giving of notice of special

<PAGE>
meetings of the Board of Directors and of all the meetings of the
shareholders of the corporation;

D. be custodian of the records and seal of the corporation and shall affix
the seal to corporate papers when required;

E. keep at the principal office of the corporation a book or record
containing the names, alphabetically arranged, of all persons who are
shareholders of the corporation, showing their places of residence, the
number and class of shares held by them respectively, and the dates when
they respectively became the owners of record thereof. He shall keep such
book or record and minutes of the proceedings of its shareholders open
daily during the usual business hours, for inspection, within the limits
prescribed by law, by any person duly authorized to inspect such records.
At the request of the person entitled to an inspection thereof, he shall
prepare and make available a current list of the officers and Directors of
the corporation and their resident addresses;

F. sign all certificates representing shares and affix the corporate seal
thereof;

G. sign all insurance policies and contracts;

H. attend to all correspondence and present to the Board of Directors at
its meetings all official communications received by him; and

I. perform all the duties incident to the office of Secretary of the
corporation.

Treasurer

The Treasurer shall:

A. have charge and custody of and be responsible for all funds and
securities of the corporation;

B. keep full and accurate accounts of assets, liabilities, receipts and
disbursements and other transactions of the corporation in books belonging
to the corporation, and shall cause regular audits of such books to be
made;

C. deposit all moneys and other valuable effects in the name of and to the
credit of the corporation in such banks or other depositories;

<PAGE>
D. disburse funds and take necessary and proper vouchers;

E. render to the President and to the Directors at the meetings of the
Board of Directors or whenever they may require it, a statement of all his
transactions and an account of the financial condition of the corporation;

F. be responsible for compliance with all Federal and State requirements
having to do with matters of a fiscal or financial nature; and

G. perform all duties incident to the office of Treasurer of the
corporation.

SECTION 5. Other Officers. Other officers shall perform such duties and
have such powers as may be assigned to them by the Board of Directors or
the President.

SECTION 6. Vacancies. All vacancies in the office of President, Vice
President, Secretary or Treasurer may be filled by the Board of Directors,
either at regular meetings or at a meeting specially called for that
purpose. Vacancies in other offices may be filled by the Board of
Directors, either at regular meetings or at a meeting specially called for
that purpose, or by the President.

SECTION 7. Compensation of officers. The officers elected by the Board of
Directors shall receive such salary or compensation as may be fixed by the
Board of Directors. Other officers shall receive such salary or
compensation as may be fixed by the President.

Article IV

Seal

SECTION 1. Seal. The seal of the corporation shall be as follows:

<PAGE>
Article V

SECTION 1. Certificates. The shares of the corporation shall be
represented by certificates prepared by the Board of Directors and signed
by the President, and the Secretary, and sealed with the seal of the
corporation or a facsimile. The certificates shall be numbered
consecutively and in the order in which they are issued; they shall be
bound in a book and shall be issued in consecutive order therefrom, and in
the margin thereof shall be entered the name of the person to whom the
shares represented by each such certificate are issued, the number and
class or series of such shares, and the date of issue. Each certificate
shall state the registered holder's name, the number of shares represented
thereby, the date of issue, and that they are with par value.

SECTION 2. Subscriptions. Subscriptions to the share shall be paid at
such times and in such installments as the Board of Directors may
determine.

SECTION 3. Transfer of shares. The share of the corporation shall be
assignable and transferable only on the books and records of the
corporation by the registered owner, or a duly authorized attorney, upon
surrender of the certificate duly and properly endorsed with proper
evidence of authority to transfer. The corporation shall issue a new
certificate for the shares surrendered to the person or persons entitled
thereto.

SECTION 4. Return certificates. All certificates for shares changed or
returned to the corporation for transfer shall be marked by the Secretary
"canceled," with the date of cancellation, and the transaction shall be
immediately recorded in the certificate book opposite the memorandum of
their issue. The returned certificate may be inserted in the certificate
book.

Article VI

Dividends

SECTION 1. Declaration of common stock dividends. The Board of Directors
at any regular or special

<PAGE>
meeting may declare dividends payable out of the surplus of the corporation,
whenever in the exercise of its discretion it may deem such declaration
advisable. Such dividends on common stock may be paid in cash, property, or
shares of the corporation.

SECTION 2. Declaration of participating policy dividends. Annually the
Board of Directors at any regular or special meeting may declare payable a
dividend representing a share in the divisible surplus to each person or
corporation owning a participating policy entitled thereto, which dividend
may exceed the total premium paid for a year on a particular policy or
contract, provided, however, in no event shall the directors be required to
pay or credit a dividend until there has been payment of the full premium
for the second year.

Article VII

Bills, Notes, Etc.

SECTION 1. Execution. All bills payable, notes, checks, drafts, warrants,
or other negotiable instruments of the corporation shall be made in the
name of the corporation or a nominee and shall be signed by such officer or
officers as the Board of Directors shall from time to time by resolution
direct.

Except as herein expressly prescribed and provided, no officer or agent of
the corporation, either singly or jointly with others, shall have the power
to make any bill payable, note, check, draft, or warrant, or other
negotiable instrument, or endorse the same in the name of the corporation
or any nominee thereof.

SECTION 2. Premium payments. The corporation may, when authorized by the
resolution of the board, accept promissory notes or other obligations for
the payment of premiums.

Article VIII

Principal and Other Offices

The principal office of the corporation shall be located in the City of
Hartford, County of Hartford, State of Connecticut. The Board of Directors
may change the location of the principal office of the corporation and may,
from time to time, designate other offices within or without the State as
the business of the corporation may require.

<PAGE>
Article IX

Amendments

Manner of amending. These bylaws may be altered, amended, repealed, or
added to by the affirmative vote of a majority of the shareholders entitled
to vote in the election of any Director at an annual meeting or at a
special meeting called for that purpose, provided that a written notice
shall have been sent to each shareholder of record entitled to vote at such
meeting at his last known post office address at least one day before the
date of such annual or special meeting, which notice shall state the
alterations, amendments, additions, or changes which are proposed to be
made in such bylaws. Only such changes shall be made as have been
specified in the notice. The bylaws may also be altered, amended,
repealed, or new bylaws adopted by a majority of the entire Board of
Directors at a regular or special meeting of the Board. However, any
bylaws adopted by the Board may be altered, amended, or repealed by the
shareholders.

Article X

Waiver of Notice

Authority to waive notice. Whenever under the provisions of these bylaws
or of any statute any shareholder or Director is entitled to notice of any
regular or special meeting or of any action to be taken by the corporation,
such meeting may be held or such action may be taken without the giving of
such notice, provided every shareholder or Director entitled to such notice
in writing waives the requirements of these bylaws in respect thereto.

<PAGE>
C.M. LIFE INSURANCE COMPANY

DIRECTORS' CONSENT TO ACTION

The undersigned, being all the Directors of C.M. Life Insurance Company, do
by signing their names below, consent to the action hereinafter set forth,
taken or to be taken by the Company, and do hereby direct the Secretary to
file this Consent with the Minutes of the Board of Directors:

RESOLVED: that Article II, SECTION 15 of the Corporation's Bylaws is
amended by deleting the last sentence thereof and by substituting two
additional sentences, so that the revised SECTION shall read as follows:

"SECTION 15. Conflicts of interest. No contract or other transaction
between the Corporation and any other corporation and no other act of the
Corporation with relation to any other corporation shall, in the absence of
fraud, in any way be invalidated or otherwise affected by the fact that any
one or more of the Directors of the Corporation are pecuniarily or
otherwise interested in, or are directors or officers, of such other
corporation. Any Director of the Corporation may vote upon any contract or
other transaction between the Corporation and any subsidiary or affiliated
corporation without regard to the fact that he is also a director or
officer of such subsidiary or affiliated corporation. No officer or
Director of the Corporation shall (1) receive any money or valuable
consideration for negotiating, procuring, recommending or aiding in, any
purchase by or sale to the corporation of any property, or any loan from
the Corporation; (2) be pecuniarily interested as principal, co-principal,
agent, attorney or beneficiary, in any such purchase, sale or loan; (3)
directly or indirectly purchase, or be interested in the purchase of, any
of the assets of the Corporation. Such restrictions shall not apply to any
transaction with a corporation in which such officers and Directors do not
in the aggregate own more than five (5%) percent of its stock, provided
that any interest in such transaction on the part of such officers and
Directors is disclosed or known to the Board of Directors or committee
authorizing, approving or ratifying the transaction, and noted in the
minutes thereof, and the Board or committee authorizes, approves or
ratifies the transaction in good faith by a vote sufficient for the purpose
without counting the vote or votes of any interested officers or
Directors."

Dated at Hartford, Connecticut, this 14th day of April, 1982.

/s/ Denis F. Mullane
____________________________________
Denis F. Mullane, Director

/s/ Robert R. Googins
_____________________________________
Robert R. Googins, Director

/s/ William K. Krisher
______________________________________
William K. Krisher, Director

EXHIBIT 8

FORM OF FUND PARTICIPATION AGREEMENT

<PAGE>
PARTICIPATION AGREEMENT

Among

CONNECTICUT MUTUAL FINANCIAL SERVICES SERIES FUND I, INC.,

CONNECTICUT MUTUAL FINANCIAL SERVICES, LLC

AND

C. M. LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of the day of _____, 1995 by
and among C. M.LIFE INSURANCE COMPANY, (hereinafter the "Company"), a
Connecticut corporation, on its own behalf and on behalf of C.M MULTI-ACCOUNT A
(hereinafter the "Account"), and the CONNECTICUT MUTUAL FINANCIAL SERVICES
SERIES FUND I, INC., an open-end diversified management company incorporated in
Maryland (hereinafter the "Fund") and CONNECTICUT MUTUAL FINANCIAL SERVICES,
LLC (hereinafter the "Underwriter"), a Connecticut limited liability
corporation.

WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established by the Company and its affiliates which fund flexible premium
variable life insurance policies and variable annuity contracts (collectively,
the "Variable Insurance Products") ; and

WHEREAS, the beneficial interest in the Fund is divided into several series of
shares, each designated a "Portfolio" and representing the interest in a
particular managed portfolio of securities and other assets; and

WHEREAS, the Fund is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities Act of
1933, as amended (hereinafter the "1993 Act"); and

WHEREAS, the Company has registered or will register certain flexible premium
variable annuity contracts under the 1933 Act (hereinafter the "Contracts");
and

WHEREAS, the Account is a duly organized, validly existing segregated asset
account, established pursuant to authority granted by the Board of Directors of
the Company to set aside and invest assets attributable to the aforesaid
Contracts; and

WHEREAS, the Company has registered the Account as a unit investment trust
under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with the Securities
and Exchange Commission (hereinafter "SEC") under the Securities Exchange Act
of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good
standing of the National Association of Securities Dealers, Inc. (hereinafter
"NASD"); and

<PAGE>
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in certain Portfolios of the Fund on
behalf of the Account to fund the Contracts and the Underwriter is authorized
to sell such shares to the Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund and the Underwriter agree as follows:

ARTICLE I. SALE OF FUND SHARES

1.1. The Underwriter agrees to sell to the Company those shares of the
Portfolios which the Account orders, executing such orders on a daily basis at
the net asset value next computed after receipt by the Fund or its designee of
the order for the shares of the Portfolios. For purposes of this Section 1.1,
the Company shall be the designee of the Fund for receipt of such orders from
the Account and receipt by such designee shall constitute receipt by the Fund;
provided that the Fund receives notice of such order on the next following
Business Day. "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Fund calculates its net asset
value pursuant to the rules of the Securities and Exchange Commission. The
Company shall use its best efforts to communicate such orders to the Fund by
11:00 a.m. eastern time.

1.2. The Fund agrees to make shares of the Portfolios available indefinitely
for purchase at the applicable net asset value per share by the Company and its
Account on those days on which the Fund calculates its net asset value pursuant
to rules of the Securities and Exchange Commission and the Fund shall calculate
such net asset value on each day which the New York Stock Exchange is open for
trading. Notwithstanding the foregoing, the Board of Directors of the Fund
(hereinafter the "Board") may refuse to sell shares of any Portfolio to any
person, or suspend or terminate the offering of shares of any Portfolio if such
action is required by law or by regulatory authorities having jurisdiction or
is, in the sole discretion of the Board acting in good faith and in light of
their fiduciary duties under federal and any applicable state laws necessary in
the best interests of the shareholders of such Portfolio.

1.3. The Fund and the Underwriter agree that no shares of any Portfolio will
be sold to the general public.

1.4. The Fund and the Underwriter will not issue Fund shares to separate
accounts of any insurance company unaffiliated with the Company unless the Fund
complies with the exemptive order it has obtained from the Securities and
Exchange Commission which provide the Fund exemptions from the provisions of
Section 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940,
and Rule 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder (hereinafter "Shared and
Mixed Funding Exemption).

1.5. The Fund agrees to redeem for cash, on the Company's request, any full or
fractional shares of the Fund held by the Company, executing such requests on a
daily basis at the net asset value next computed after receipt by the Fund or
its designee of the request for redemption. The Fund shall use its best
efforts to pay and transmit the redemption proceeds the next business day after
redemption. For purposes of this Section 1.5 the Company shall be the designee
<PAGE>
of the Fund for receipt of requests for redemption from each Account and
receipt by such designee shall constitute receipt by the Fund; provided that
the Fund receives notice of such request for redemption on the next following
Business Day.

1.6. The Company agrees to purchase and redeem the shares of each Portfolio
offered by the then current prospectus of the Fund in accordance with the
provisions of such prospectus.

1.7. The Company shall pay for Fund shares on the next Business Day after an
order to purchase Fund shares is made in accordance with the provisions of
Section 1.1 hereof. Payment shall be in federal funds transmitted by wire.
For purposes of Section 2.8, upon receipt by the Fund of the federal funds so
wired, such funds shall cease to be the responsibility of the Company and shall
become the responsibility of the Fund.

1.8. Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or the Account. Shares
ordered from the Fund will be recorded in an appropriate title for the Account
or its appropriate sub account.

1.9. The Fund shall furnish same day notice (by wire or telephone, followed by
written confirmation) to the Company of any income, dividends or capital gain
distributions payable on the Fund's shares. The Company hereby elects to
receive all such income, dividends and capital gain distributions as are
payable on the Portfolio shares in additional shares of that Portfolio. The
Company reserves the right to revoke this election and to receive all such
income dividends and capital gain distributions in cash. The Fund shall notify
the Company of the number of shares so issued as payment of such dividends and
distributions.

1.10. The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as possible after the net
asset value per share is calculated and shall use its best efforts to make such
net asset value per share available by 7 p.m. eastern time. If the Fund
provides incorrect share net asset value information, the Company shall be
entitled to an adjustment to the number of shares purchased or redeemed to
reflect the correct net asset value per share (and, if and to the extent
necessary, the Company shall make adjustments to the number of units credited
and/or unit values for the Contracts for the periods affected). Any error in
the calculation or reporting of net asset value per share, dividend or capital
gains information greater than or equal to $.01 per share shall be reported
immediately upon discovery to the Company. Any error of a lesser amount shall
be corrected in the next Business Day's net asset value per share.

1.11. The Fund and Underwriter acknowledge that a principal feature of the
Contracts is the Contract owner's ability to choose from two or more
unaffiliated mutual funds (and portfolios or series thereof), including the
Fund ("Unaffiliated Funds"), and to transfer the Contract's cash value between
funds and portfolios. The Fund and Underwriter agree to cooperate with the
Company in facilitating the operation of the Account and the Contracts as
intended, including but not limited to cooperation in facilitating transfers
between Unaffiliated Funds.
<PAGE>

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act; that the Contracts will be issued and sold in
compliance in all material respects with all applicable Federal and State laws
and that the sale of the Contracts shall comply in all material respects with
state insurance suitability requirements. The Company further represents and
warrants that it is an insurance company duly organized and in good standing
under applicable law and that it has legally and validly established the
Account prior to any issuance or sale thereof as a segregated asset account
under Section 38a-433 of the Connecticut Insurance Laws and has registered the
Account as a unit investment trust in accordance with the provisions of the
1940 Act to serve as a segregated investment account for the Contracts.

2.2. The Fund represents and warrants that Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act, duly authorized for issuance
and sold in compliance with the laws of the State of Connecticut and all
applicable federal and state laws and that the Fund is and shall remain
registered under the 1940 Act. The Fund shall amend the Registration Statement
for its shares under the 1933 Act and the 1940 Act from time to time as
required in order to effect the continuous offering of its shares. The Fund
shall register and qualify the shares for sale in accordance with the laws of
the various states if and to the extent required by law.

2.3. The Company represents that the Contracts are currently treated as
variable annuity policies under Connecticut law and satisfy the definition of
variable insurance contracts as contained in Section 817 of the Internal
Revenue Code.

2.4. The Fund currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it may make such payments in the future. To the extent that it
decides to finance distribution expenses pursuant to Rule 12b-1, the Fund
undertakes to have a board of directors, a majority of whom are not interested
persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.

2.5. The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of Connecticut and all applicable
state and federal securities laws, including without limitation the 1933 Act,
the 1934 Act, and the 1940 Act.

2.6. The Fund represents that it is lawfully organized and validly existing
under the laws of Maryland and that it does and will comply in all material
respects with the 1940 Act.

<PAGE>
2.7. The Underwriter represents and warrants that the investment adviser to
the Fund is and shall remain duly registered in all material respects under all
applicable federal and state securities laws and that the Adviser shall perform
its obligations for the Fund in compliance in all material respects with the
laws of the State of Connecticut and any applicable state and federal
securities laws.

2.8. The Fund and Underwriter represent and warrant that all of their
directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage available for the benefit of the Fund in an amount not less
than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act
or related provisions as may be promulgated from time to time.

2.9. The Fund will provide the Company with as much advance notice as
possible, but in any event with at least ninety (90) days advance notice, of
any material change affecting the Fund (including, but not limited to, any
material change in its registration statement or prospectus and any proxy
solicitation) and consult with the Company in order to implement any such
change in an orderly manner, recognizing the expenses of changes and attempting
to minimize such expenses by implementing them in conjunction with regular
annual updates of the prospectuses for the Contracts. The Fund agrees to share
equitably in expenses incurred by the Company as a result of actions taken by
the Fund.

ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS: VOTING

3.1. The Underwriter shall provide the Company with as many copies of the
Fund's current prospectus as the Company may reasonably request. If requested
by the Company in lieu thereof, the Fund shall provide such documentation
(including a final copy of the new prospectus as set in type at the Fund's
expense) and other assistance as is reasonably necessary in order for the
Company once each year (or more frequently if the prospectus for the Fund is
amended) to have the prospectus for the Contracts and the Fund's prospectus
printed together in one document.

3.2. The Fund's prospectus shall state that the Statement of Additional
Information ("SAI") for the Fund is available from the Underwriter (or in the
Fund's discretion, the Prospectus shall state that the SAI is available from
the Fund), and the Underwriter (or the Fund), at its expense, shall print and
provide the SAI free of charge to the Company and to any owner of a Contract or
prospective owner who requests an SAI.

3.3. The Fund, at its expense, shall provide the Company with copies of its
prospectus, proxy material, reports to shareholders, and other communications
to shareholders in such quantity as the Company shall reasonably require for
distributing to existing Contract owners.

<PAGE>
3.4. If and to the extent required by law the Company shall:

(I) solicit voting instructions from Contract owners;

(ii) vote the Fund shares in accordance with instructions received from
Contract owners; and

(iii) vote Fund shares for which no instructions have been received in the same
proportion as Fund shares of such portfolio for which instructions have been
received,

so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund
shares held in any segregated asset account in its own right, to the extent
permitted by law.

3.5. The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders, and in particular the Fund will either provide for annual
meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not
one of the trusts described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act
in accordance with the Securities and Exchange Commission's interpretation of
the requirements of Section 16(a) with respect to periodic elections of
directors and with whatever rules the Commission may promulgate with respect
thereto.

3.6. It is understood and agreed that the Company is not responsible for the
content of the prospectus or SAI for the Fund. It is also understood and
agreed that, except with respect to information regarding the Fund, Adviser or
the Fund, neither the Fund nor the Underwriter are responsible for the content
of the prospectus or SAI for the Contracts.

ARTICLE IV. SALES MATERIAL AND INFORMATION

4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee, each piece of sales literature or other promotional material in
which the Fund or its investment adviser or the Underwriter is named, at least
fifteen Business Days prior to its use. No such material shall be used if the
Fund or its designee reasonably objects to such use within fifteen Business
Days after receipt of such material.

4.2. The Company shall not give any information or make any representations or
statements on behalf of the Fund or concerning the Fund in connection with the
sale of the Contracts other than the information or representations contained
in the registration statement or prospectus for the Fund shares, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in reports or proxy statements for the Fund, or in sales literature
or other promotional material approved by the Fund or its designee or by the
Underwriter, except with the permission of the Fund or the Underwriter or the
designee of either.

<PAGE>
4.3. The Fund, Underwriter, or its designee shall furnish, or shall cause to
be furnished, to the Company or its designee, each piece of sales literature
or other promotional material in which the Company and/or the Account, is named
at least fifteen Business Days prior to its use. No such material shall be
used if the Company or its designee reasonably objects to such use within
fifteen Business Days after receipt of such material.

4.4. The Fund and the Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, the
Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for the Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

4.5. The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, Statements of Additional Information,
reports, proxy statements, sales literature or other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the Securities and Exchange Commission or
other regulatory authorities.

4.6. The Company will provide to the Fund at least one complete copy of all
registration statements, prospectuses, Statements of Additional Information,
reports, solicitations for voting instructions, sales literature or other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the Contracts
or the Account, contemporaneously with the filing of such document with the SEC
or other regulatory authorities.

4.7. For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, or other public media), sales literature
(I.E., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar tests, reprints or excerpts of any other
advertisement, sales literature, or published article), and registration
statements, prospectuses, Statements of Additional Information, shareholder
reports, and proxy materials.

ARTICLE V. FEES AND EXPENSES

5.1. The Fund and Underwriter shall pay no fee or other compensation to the
Company under this agreement, except that if the Fund or any Portfolio adopts
and implements a plan pursuant to Rule 12b-1 to finance distribution expenses,
then the Underwriter may make payments to the Company or to the Underwriter for
the Contracts if and in amounts agreed to by the Underwriter in writing and
<PAGE>
such payments will be made out of existing fees otherwise payable to the
Underwriter, past profits of the Underwriter or other resources available to
the Underwriter. No such payments shall be made directly by the Fund.
Currently, no such payments are contemplated.

5.2. All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal
law and in accordance with applicable state laws (if required) prior to their
sale. The Fund shall bear the expenses for the cost of registration and
qualification of the Fund's shares, preparation and filing of the Fund's
prospectus and registration statement, proxy materials and reports, setting the
prospectus in type, setting in type the proxy materials and reports to
shareholders (including the costs of printing and distributing a prospectus
that constitutes an annual report), the preparation of all statements and
notices required by any federal or state law, and all taxes on the issuance or
transfer of the Fund's shares.

5.3. The Company shall bear the expenses of printing and mailing the Fund's
prospectus to owners of Contracts issued by the Company and of printing and
mailing the Fund's proxy materials and reports to such Contract owners.

ARTICLE VI. DIVERSIFICATION AND QUALIFICATION

6.1. The Fund represents and warrant that the Fund will at all times sell its
shares and invest its assets in such a manner as to ensure that the Contracts
will be treated as variable contracts under the Internal Revenue Code of 1986,
as amended (the "Code") and the regulations issued thereunder. Without
limiting the scope of the foregoing, the Fund represents and warrant that the
Fund and each Portfolio thereof will at all times comply with Section 817(h) of
the Code and Treasury Regulation 1.817-5, as amended from time to time, and
any Treasury interpretations thereof, relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts and
any amendments or other modifications or successor provisions to such Section
or Regulations.

6.2. No shares of any series or portfolio of the Fund will be sold to the
general public.

6.3. The Fund represents and warrants that the Fund and each Portfolio is
currently qualified as a Regulated Investment Company under Subchapter M of the
Code, and that it will maintain such qualification (under Subchapter M or any
successor or similar provisions) as long as shares of any Portfolio are held by
the Account.

6.4. The Fund will notify the Company immediately upon having a reasonable
basis for believing that the Fund or any Portfolio has ceased to comply with
the aforesaid Section 817(h) diversification or Subchapter M qualification
requirements or might not so comply in the future.

<PAGE>
6.5. The Fund acknowledges that full compliance with the requirements referred
to in Sections 6.1, 6.1, and 6.3 hereof is absolutely essential because any
failure to meet those requirements would result in the Contracts not being
treated as variable annuity contracts for federal income tax purposes, which
would have adverse tax consequences for Contract owners and could also
adversely affect the Company's corporate tax liability. The Fund also
acknowledges that it is solely within its power and control to meet those
requirements.

ARTICLE VII. POTENTIAL CONFLICTS

7.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. The opportunity for the occurrence of
an irreconcilable conflict may be increased in the event the Fund offers its
shares to insurance companies unaffiliated with the Company pursuant to its
Shared and Mixed Funding Exemption. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public ruling, private
letter ruling, no-action or interpretative letter, or any similar action by
insurance, tax, or securities regulatory authorities; (c) an administrative or
judicial decision in any relevant proceeding; (d) the manner in which the
investments of any Portfolio are being managed; (e) a difference in voting
instructions given by variable annuity contract and variable life insurance
contract owners; or (f) a decision by an insurer to disregard the voting
instructions of contract owners. The Board shall promptly inform the Company
if it determines that an irreconcilable material conflict exists and the
implications thereof.

7.2. The Company will report any potential or existing conflicts of which it
is aware to the Board. The Company will assist the Board in carrying out its
responsibilities under the Shared and Mixed Funding Exemption by providing the
Board with all information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.

7.3. If it is determined by a majority of the Board, or a majority of its
disinterested directors, that a material irreconcilable conflict exists, the
Company and other insurance companies which purchase Fund shares for their
separate accounts (hereinafter "Participating Insurance Companies") shall, at
their expense and to the extent reasonably practicable (as determined by a
majority of the disinterested directors), take whatever steps are necessary to
remedy or eliminate the irreconcilable material conflict, up to and including:
(1), withdrawing the assets allocable to some or all of the separate accounts
from the Fund or any Portfolio and reinvesting such assets in a different
investment medium, including (but not limited to) another Portfolio of the
Fund, or submitting the question whether such segregation should be implemented
to a vote of all affected Contract owners and, as appropriate, segregating the
assets of any appropriate group (I.E., annuity contract owners, life insurance
contract owners, or variable contract owners of one or more Participating
<PAGE>
Insurance Companies) that votes in favor of such segregation, or offering to
the affected contract owners the option of making such a change; and (2),
establishing a new registered management investment company or managed separate
account.

7.4. If a material irreconcilable conflict arises because of a decision by the
Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the Account's investment
in the Fund and terminate this Agreement with respect to the Account; provided,
however that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Any such withdrawal and
termination must take place within six (6) months after the Fund gives written
notice that this provision is being implemented, and until the end of that six
month period the Underwriter and Fund shall continue to accept and implement
orders by the Company for the purchase (and redemption) of shares of the Fund.

7.5. If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state regulators, then the Company will withdraw the
Account's investment in the Fund and terminate this Agreement with respect to
the Account within six months after the Board informs the Company in writing
that it has determined that such decision has created an irreconcilable
material conflict; provided, however, that such withdrawal and termination
shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested
members of the Board. Until the end of the foregoing six month period, the
Underwriter and Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of
the disinterested members of the Board shall determine whether any proposed
action adequately remedies any irreconcilable material conflict. The Company
shall not be required by Section 7.3 to establish a new funding medium for the
Contracts if an offer to do so has been declined by vote of a majority of
Contract owners materially adversely affected by the irreconcilable material
conflict. In the event that the Board determines that any proposed action does
not adequately remedy any irreconcilable material conflict, then the Company
will withdraw the Account's investment in the Fund and terminate this Agreement
within six (6) months after the Board informs the Company in writing of the
foregoing determination, provided, however, that such withdrawal and
termination shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the disinterested
members of the Board.

7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
6e-3 is adopted, to provide exemptive relief from any provision of the Act or
the rules promulgated thereunder with respect to shared and mixed funding on
terms and conditions materially different from those contained in the Fund's
Shared and Mixed Funding Exemption, then (a) the Fund and/or the Participating
Insurance Companies, as appropriate, shall take such steps as may be necessary
to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted,
<PAGE>
to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2,
7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent
that terms and conditions substantially identical to such Sections are
contained in such Rule(s) as so amended or adopted.

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY

8.1 (a).The Company agrees to indemnify and hold harmless the Fund and each
trustee of the Board and officers (collectively, the "Indemnified Parties" for
purposes of this Section 8.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Company) or litigation (including legal and other expenses), to which the
Indemnified Parties may become subject under any statute, regulation, at common
law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related to the sale
or acquisition of the Fund's shares or the Contracts and:

(i) arise out of or are based upon any untrue statements or alleged untrue
statements of any material fact contained in the Registration Statement or
prospectus for the Contracts or contained in the Contracts or sales literature
for the Contracts (or any amendment or supplement to any of the foregoing), or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this agreement to indemnify
shall not apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and in conformity
with information furnished to the Company by or on behalf of the Underwriter or
the Fund for use in the Registration Statement or prospectus for the Contracts
or in the Contracts or sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts or Fund shares;
or

(ii) arise out of or as a result of statements or representations (other than
statements or representations contained in the Registration Statement,
prospectus or sales literature of the Fund not supplied by the Company, or
persons under its control) or wrongful conduct of the Company or persons under
its control, with respect to the sale or distribution of the Contracts or Fund
Shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement, prospectus, or sales
literature of the Fund or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such a statement or omission was made in reliance upon information furnished to
the Fund by or on behalf of the Company; or

(iv) arise as a result of any material failure by the Company to provide the
services and furnish the materials under the terms of this Agreement; or

<PAGE>
(v) arise out of or result from any material breach of any representation
and/or warranty made by the Company in this Agreement or arise out of or result
from any other material breach of this Agreement by the Company, as limited by
and in accordance with the provisions of Section 8.1(b) and 8.1(c) hereof.

8.1 (b).The Company shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation incurred
or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
the Fund or to the Underwriter or to the Fund's investment adviser, whichever
is applicable.

8.1 (c)The Company shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the Company of
any such claim shall not relieve the Company from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise
than on account of this indemnification provision. In case any such action is
brought against the Indemnified Parties, the Company shall be entitled to
participate, at its own expense, in the defense of such action. The Company
also shall be entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action. After notice from the Company to such party
of the Company's election to assume the defense thereof, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it, and
the Company will not be liable to such party under this Agreement for any legal
or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.

8.1 (d) The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund Shares or the Contracts or the operation of
the Fund.

8.2. INDEMNIFICATION BY THE FUND

8.2 (a).The Fund agrees to indemnify and hold harmless the Company, and each
of its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.2) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any
statute, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements result
from the negligence, bad faith or willful misconduct of the Board or any member
thereof, are related to the operations of the Fund and:
<PAGE>
(i)arise as a result of any failure by the Fund to provide the services and
furnish the materials under the terms of this Agreement (including a failure to
comply with the diversification requirements specified in Article VI of this
Agreement); or

(ii)arise out of or result from any material breach of any representation
and/or warranty made by the Fund in this Agreement or arise out of or result
from any other material breach of this Agreement by the Fund; as limited by and
in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.

8.2 (b).The Fund shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation incurred or
assessed against an Indemnified Party as such may arise from such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement or to the
Company, the Fund, the Underwriter or the Account, whichever is applicable.

8.2 (c).The Fund shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the Fund in writing within a reasonable time after
the summons or other first legal process giving information of the nature of
the claim shall have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Fund of any such claim shall not relieve the
Fund from any liability which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of this indemnification
provision. In case any such action is brought against the Indemnified Parties,
the Fund will be entitled to participate, at its own expense, in the defense
thereof. The Fund also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After notice from the
Fund to such party of the Fund's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Fund will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable
costs of investigation.

8.2 (d).The Fund agrees promptly to notify the Company and the Underwriter of
the commencement of any litigation or proceedings against it or any of its
respective officers or directors in connection with this Agreement, the
issuance or sale of the Contracts, with respect to the operation of the
Account, or the sale or acquisition of shares of the Fund.

ARTICLE IX. APPLICABLE LAW

9.1. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the state of Connecticut.

<PAGE>
9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the Securities and
Exchange Commission may grant and the terms hereof shall be interpreted and
construed in accordance therewith.

ARTICLE X. TERMINATION

10.1. This Agreement shall continue in full force and effect until the first
to occur:

(a)termination by any party for any reason by (60) sixty days advance written
notice delivered to the other party.

(b)termination by the Company by written notice to the Fund and the Underwriter
with respect to any Portfolio in the event any of the Portfolio's shares are
not registered, issued or sold in accordance with applicable state and/or
federal law or such law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by the Company; or

(c)termination by the Company by written notice to the Fund and the Underwriter
with respect to any Portfolio in the event that such Portfolio ceases to
qualify as a Regulated Investment Company under Subchapter M of the Code or
under any successor or similar provision, or if the Company reasonably believes
that the Fund may fail to so qualify; or

(d)termination by the Company by written notice to the Fund and the Underwriter
with respect to any Portfolio in the event that such Portfolio fails to meet
the diversification requirements specified in Article VI hereof.

10.2. SURVIVING PROVISIONS. Notwithstanding any termination of this
Agreement, each party's obligation under Article VIII to indemnify other
parties shall survive and not be affected by any termination of this Agreement

ARTICLE XI. NOTICES

Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.

If to the Fund:
Connecticut Mutual Financial Services Series Fund I, Inc.
140 Garden Street
Hartford, Connecticut 06154
Attention: Treasurer

If to the Company:
C. M. Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154
Attention: Corporate Secretary
<PAGE>
If to the Underwriter:
Connecticut Mutual Financial Services, LLC
140 Garden Street
Hartford, Connecticut 06154
Attention: Compliance Officer

ARTICLE XII. MISCELLANEOUS

12.1. All persons dealing with the Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund as neither the
Board, officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Fund.

12.2. Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come
into the public domain without the express written consent of the affected
party.

12.3. The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

12.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

12.5. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

12.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the California Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in manner consistent with the California Insurance
Regulations and any other applicable law or regulations.

12.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.

<PAGE>
12.8. This Agreement may be assigned by C.M. Life upon written notice to the
other parties. All other parties may assign this agreement only upon obtaining
the prior written consent of all parties hereto.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as the date specified below.

C.M. LIFE INSURANCE COMPANY
By its authorized officer,

By:

Title:

Date:
<PAGE>

CONNECTICUT MUTUAL FINANCIAL SERVICES SERIES FUND I, INC.
By its authorized officer,

By:

Title:

Date:

CONNECTICUT MUTUAL FINANCIAL SERVICES, LLC
By it authorized officer,

By:

Title:

Date:

<PAGE>

EXHIBIT 9
OPINION AND CONSENT OF COUNSEL

<PAGE>
Blazzard, Grodd & Hasenauer, P.C.
Suite 213, Oceanwalk Mall
101 North Ocean Drive
Hollywood, FL 33019
(305)920-4864

August 4, 1995

Board of Directors
C.M. Life Insurance Company
140 Garden Street
Hartford, CT 06154

Re: Opinion of and Consent of Counsel-
C.M. Multi-Account A

Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, of an initial Registration Statement on Form N-4 for the
Individual Deferred Variable Annuity Contracts to be issued by C.M. Life
Insurance Company and its separate account, C.M. Multi-Account A.

We are of the following opinions:

1. C.M. Life Insurance Company is a valid and existing stock life insurance
company of the state of Connecticut.

2. C.M. Multi-Account A is a separate investment account of C.M. Life
Insurance Company created and validly existing pursuant to the Connecticut
Insurance Laws and the Regulations thereunder.

3. Under the acceptance of purchase payments made by an Owner pursuant to a
Contract issued in accordance with the Prospectus contained in the
Registration Statement and upon compliance with applicable law, such and Owner
will have a legally-issued, fully-paid, non-assessable contractual interest
under such Contract.

You may use this opinion letter, or copy hereof, as an exhibit to the
Registration Statement.

We consent to the reference to our Firm under the caption "Legal Opinions"
contained in the Statement of Additional Information which forms a part of the
Registration Statement.

Sincerely,

BLAZZARD, GRODD, & HASENAUER, P.C.

By:/S/ JUDITH A. HASENAUER
Judith A. Hasenauer

EXHIBIT 10

CONSENT OF INDEPENDENT AUDITORS

<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement for Individual Deferred Variable Annuity Contracts with
Flexible Purchase Payments (Panorama Premier).

/s/Arthur Andersen LLP

Hartford, Connecticut
July 28, 1995

<PAGE>

EXHIBIT 8

POWER OF ATTORNEY

<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, David E. Sams, Jr., do hereby
appoint MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of
them severally, my true and lawful attorneys-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended,
and/or under laws of any jurisdiction of the United States in connection with
the Panorama Premier Variable Annuity, and to have full power and authority to
do or cause to be done in my name, place and stead, each and every act and
thing necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes and I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of July,
1995.

/s/ David E. Sams, Jr.
______________________
David E. Sams, Jr.

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, John D. Loewenberg, do hereby
appoint MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of
them severally, my true and lawful attorneys-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended,
and/or under laws of any jurisdiction of the United States in connection with
the Panorama Premier Variable Annuity, and to have full power and authority to
do or cause to be done in my name, place and stead, each and every act and
thing necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes and I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of July,
1995.

/s/ John D. Loewenberg
______________________
John D. Loewenberg

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, J. Brinke Marcuccilli, do hereby
appoint MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of
them severally, my true and lawful attorneys-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended,
and/or under laws of any jurisdiction of the United States in connection with
the Panorama Premier Variable Annuity, and to have full power and authority to
do or cause to be done in my name, place and stead, each and every act and
thing necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes and I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of July,
1995.

/s/ J. Brinke Marcuccilli
_________________________
J. Brinke Marcuccilli

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, Emelia M. Bruno, do hereby appoint
MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of them
severally, my true and lawful attorneys-in-fact, for me and in my name, place
and stead to execute and file any instrument or document to be filed as part of
or in connection with or in any way related to the Registration Statements and
any and all amendments thereto, filed under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, as amended, and/or under
laws of any jurisdiction of the United States in connection with the Panorama
Premier Variable Annuity, and to have full power and authority to do or cause
to be done in my name, place and stead, each and every act and thing necessary
or appropriate in order to effectuate the same, as fully to all intents and
purposes and I might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or any of them, may do or cause to be done by
virtue hereof. Each said attorney-in-fact shall have power to act hereunder
with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of July,
1995.

/s/ Emelia M. Bruno
___________________
Emelia M. Bruno

<PAGE>