CG VARIABLE ANNUITY SEPARATE ACCOUNT II
485APOS, 1995-06-20
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<PAGE>
   
                                              1933 Act Registration No. 33-83020
    
                                              1940 Act Registration No. 811-8714
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       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. 2                      /X/
                                      and

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      /X/
                                AMENDMENT NO. 3                              /X/
                    CG VARIABLE ANNUITY SEPARATE ACCOUNT II
                           (EXACT NAME OF REGISTRANT)

                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                              (NAME OF DEPOSITOR)

              900 Cottage Grove Road, Hartford, Connecticut 06152
              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

               DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE
                                 (203) 726-6000

   
<TABLE>
<S>                                        <C>
                                           COPY TO:
Robert A. Picarello, Esquire               Michael Berenson, Esquire
Connecticut General Life Insurance
 Company                                   Margaret E. Hankard, Esquire
900 Cottage Grove Road                     Jordan Burt & Berenson
Hartford, Connecticut 06152                Suite 400 East
(NAME AND ADDRESS OF                       1025 Thomas Jefferson Street, N.W.
 AGENT FOR SERVICE)                        Washington, D.C. 20007
</TABLE>
    

            Approximate date of proposed public offering: Continuous

   
    An  indefinite amount of  the securities being  offered by this Registration
Statement has  been  registered pursuant  to  Rule 24f-2  under  the  Investment
Company  Act of 1940, and the initial registration fee of $500 was paid with the
Rule 24f-2 declaration. No Rule 24f-2 Notice has yet been filed, since no  sales
were made in Registrant's most recent fiscal year which ended December 31, 1994.
    

    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.

    It is proposed that this filing will become effective:
   
_________  immediately upon filing pursuant to paragraph (b) of Rule 485
_________  on May 1, 1995 pursuant to paragraph (b) of Rule 485
    X      60 days after filing pursuant to paragraph (a) of Rule 485
- ---------
    
_________  on            , pursuant to paragraph (a) of Rule 485

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                             CROSS REFERENCE SHEET
                              PURSUANT TO RULE 495
                  SHOWING LOCATION IN PART A (PROSPECTUS) AND
                  PART B (STATEMENT OF ADDITIONAL INFORMATION)
         OF REGISTRATION STATEMENT OF INFORMATION REQUIRED BY FORM N-4
                                     PART A

   
<TABLE>
<CAPTION>
ITEM OF FORM N-4                                                                  PROSPECTUS CAPTION
- -------------------------------------------------------------  --------------------------------------------------------
<C>        <S>                                                 <C>
       1.  Cover Page........................................  Cover Page
       2.  Definitions.......................................  Definitions
       3.  Synopsis..........................................  Highlights; Fees and Expenses
       4.  Condensed Financial Information...................  Condensed Financial Information
       5.  General...........................................
           (a) Depositor.....................................  The Company, the Fixed Account and the Variable Account
           (b) Registrant....................................  The Company, the Fixed Account and the Variable Account
           (c) Portfolio Company.............................  The Funds
           (d) Fund Prospectus...............................  The Funds
           (e) Voting Rights.................................  The Funds -- Voting Rights
       6.  Deductions and Expenses
           (a) General.......................................  Charges and Deductions
           (b) Sales Load %..................................  Charges and Deductions -- Deduction for Contingent
                                                                Deferred Sales Charge (Sales Load)
           (c) Special Purchase Plan.........................  N/A
           (d) Commissions...................................  Distribution of the Contracts
           (e) Fund Expenses.................................  Fees and Expenses -- Fund Annual Expenses
           (f) Organizational Expenses.......................  N/A
       7.  Contracts
           (a) Persons with Rights...........................  Other Contract Features (Ownership Assignment,
                                                                Beneficiary, Change of Beneficiary, Annuitant,
                                                                Surrenders, Death of Owner, Death of Annuitant);
                                                                Annuity Provisions; Voting Rights
           (b) (i) Allocation of Premium Payments............  Premium Payments and Contract Value -- Allocation of
                                                                Premium Payments
           (ii) Transfers....................................  Transfer of Contract Values Between Sub-Accounts
           (iii) Exchanges...................................  N/A
           (c) Changes.......................................  Modification; Substitution of Securities; Change in
                                                                Operation of Variable Account
           (d) Inquiries.....................................  Cover Page; Highlights
       8.  Annuity Period....................................  Annuity Provisions
       9.  Death Benefit.....................................  Death of the Owner; Death of the Annuitant;
      10.  Purchase and Contract Values
           (a) Purchases.....................................  Premium Payments
           (b) Valuation.....................................  Contract Value; Accumulation Unit;
           (c) Daily Calculation.............................  Accumulation Unit; Allocation of Premium Payments
           (d) Underwriter...................................  Distribution of the Contracts
      11.  Redemptions
           (a) By Owners.....................................  Surrenders
           By Annuitant......................................  Annuity Provisions -- Variable Options
           (b) Texas ORP.....................................  N/A
           (c) Check Delay...................................  Delay of Payments
           (d) Lapse.........................................  N/A
           (e) Free Look.....................................  Highlights
      12.  Taxes.............................................  Tax Status
      13.  Legal Proceedings.................................  Legal Proceedings
</TABLE>
    

                                       i
<PAGE>

<TABLE>
<CAPTION>
ITEM OF FORM N-4                                                                  PROSPECTUS CAPTION
- -------------------------------------------------------------  --------------------------------------------------------
<C>        <S>                                                 <C>
      14.  Table of Contents for the Statement of Additional
            Information......................................  Table of Contents of the Statement of Additional
                                                                Information
</TABLE>

                                     PART B

<TABLE>
<CAPTION>
ITEM OF FORM N-4                                                     STATEMENT OF ADDITIONAL INFORMATION CAPTION
- -------------------------------------------------------------  --------------------------------------------------------
<C>        <S>                                                 <C>
      15.  Cover Page........................................  Cover Page
      16.  Table of Contents.................................  Table of Contents
      17.  General Information and History...................  a) N/A
                                                               b) N/A
                                                               c) (Prospectus) The Company, The Variable Account, The
                                                                  Fixed Account
      18.  Services
           (a) Fees and Expenses of Registrant...............  N/A
           (b) Management Contracts..........................  N/A
           (c) Custodian.....................................  Custody of Assets
           Independent Accountant............................  Experts
           (d) Assets of Registrant..........................  N/A
           (e) Affiliated Person.............................  N/A
           (f) Principal Underwriter.........................  N/A
      19.  Purchase of Securities Being Offered..............  Distribution of the Contracts
           Offering Sales Load...............................  Distribution of the Contracts; (Prospectus) Deductions
                                                                and Charges -- Deduction for Contingent Deferred Sales
                                                                Charge (Sales Load)
      20.  Underwriters......................................  Distribution of the Contracts; (Prospectus) Distribution
                                                               of the Contracts
      21.  Calculation of Performance Data...................  Investment Experience; Historical Performance Data
      22.  Annuity Payments..................................  (Prospectus) Annuity Provisions;
      23.  Financial Statements..............................  Financial Statements
</TABLE>

                          PART C -- OTHER INFORMATION

<TABLE>
<CAPTION>
ITEM OF FORM N-4                                                                    PART C CAPTION
- -------------------------------------------------------------  --------------------------------------------------------
<C>        <S>                                                 <C>
      24.  Financial Statements and Exhibits.................  Financial Statements and Exhibits
           (a) Financial Statements..........................  Financial Statements
           (b) Exhibits......................................  Exhibits
      25.  Directors and Officers of the Depositor...........  Directors and Officers of the Depositor
      26.  Persons Controlled By or Under Common Control with
            the Depositor or Registrant......................  Persons Controlled By or Under Common Control with the
                                                                Depositor or Registrant
      27.  Number of Owners..................................  Number of Owners
      28.  Indemnification...................................  Indemnification
      29.  Principal Underwriters............................  Principal Underwriter
      30.  Location of Accounts and Records..................  Location of Accounts and Records
      31.  Management Services...............................  Management Services
      32.  Undertakings......................................  Undertakings
           Signature Page....................................  Signatures
</TABLE>

                                       ii
<PAGE>
                               PART A. PROSPECTUS
<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

                                                                     [LOGO]
CG VARIABLE ANNUITY SEPARATE ACCOUNT II

<TABLE>
<S>                          <C>
  HOME OFFICE LOCATION:      MAILING ADDRESS:
  900 COTTAGE GROVE ROAD     CIGNA INDIVIDUAL INSURANCE
  HARTFORD, CT 06152         VARIABLE PRODUCTS SERVICE CENTER: ROUTING S-154
                             HARTFORD, CT 06152 - 2154
                             (800) (552-9898)
</TABLE>

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

              FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS
- --------------------------------------------------------------------------------

   
    The   individual  and  group  Flexible  Payment  Deferred  Variable  Annuity
Contracts  (the   "Contracts")  described   in  this   prospectus  provide   for
accumulation of Contract Values and eventual payment of monthly annuity payments
on  a fixed or variable basis. The  Contracts are designed to aid individuals in
long term planning for retirement or other long term purposes. The Contracts are
available for retirement plans which do not qualify for the special federal  tax
advantages available under the Internal Revenue Code ("Non-Qualified Plans") and
for  retirement plans which do qualify  for the federal tax advantages available
under the  Internal  Revenue  Code  ("Qualified Plans").  (See  "Tax  Status  --
Qualified  Plans.") Premium  payments for the  Contracts will be  allocated to a
segregated investment account of Connecticut General Life Insurance Company (the
"Company"), designated CG  Variable Annuity Separate  Account II (the  "Variable
Account"),  or to the Fixed Account, or some combination of them, as selected by
the owner of the Contract.
    

    The following funding options  are available under  a Contract: Through  the
Variable  Account, the Company offers  seventeen diversified open-end management
investment companies  (commonly  called mutual  funds),  each with  a  different
investment objective: Alger American Fund -- Alger American Small Capitalization
Portfolio,  Alger  American Leveraged  AllCap  Portfolio, Alger  American MidCap
Growth  Portfolio  and  Alger  American  Growth  Portfolio;  Fidelity   Variable
Insurance  Products Fund -- Equity-Income  Portfolio and Money Market Portfolio;
Fidelity Variable Insurance Products Fund II -- Investment Grade Bond  Portfolio
and  Asset Manager Portfolio;  MFS Variable Insurance Trust  -- MFS Total Return
Series, MFS  Utilities Series  and  MFS World  Governments Series;  Neuberger  &
Berman  Advisers Management Trust  -- Balanced Portfolio,  Limited Maturity Bond
Portfolio and Partners Portfolio; Quest  for Value Accumulation Trust --  Global
Equity  Portfolio, Managed Portfolio and Small Cap Portfolio. The fixed interest
option offered  under a  Contract  is the  Fixed  Account. Premium  payments  or
transfers  allocated to the Fixed Account, and 3% interest per year thereon, are
guaranteed, and additional  interest may be  credited, with certain  withdrawals
subject to a market value adjustment and withdrawal charges. Unless specifically
mentioned, this prospectus only describes the variable investment options.

    This  entire prospectus,  and those of  the Funds, should  be read carefully
before investing to understand  the Contracts being  offered. The "Statement  of
Additional  Information",  available  at no  charge  by calling  or  writing the
Company's Variable  Products Service  Center as  shown above,  provides  further
information. Its table of contents is at the end of this prospectus.

    THIS  PROSPECTUS IS VALID ONLY WHEN  ACCOMPANIED BY THE CURRENT PROSPECTUSES
OF THE MUTUAL FUNDS  AVAILABLE AS FUNDING OPTIONS  FOR THE CONTRACTS OFFERED  BY
THIS PROSPECTUS. ALL PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.

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

   
                       PROSPECTUS DATED: AUGUST __, 1995
    
<PAGE>
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
DEFINITIONS....................................          3
HIGHLIGHTS.....................................          6
FEES AND EXPENSES..............................          8
THE COMPANY, THE FIXED ACCOUNT AND THE VARIABLE
 ACCOUNT.......................................         11
THE FUNDS......................................         12
  General......................................         15
  Substitution of Securities...................         15
  Voting Rights................................         15
PREMIUM PAYMENTS AND
 CONTRACT VALUE................................         15
  Premium Payments.............................         15
  Allocation of Premium Payments...............         16
  Dollar Cost Averaging........................         18
  Contract Value...............................         18
  Accumulation Unit............................         18
CHARGES AND DEDUCTIONS.........................         19
  Deduction for Contingent Deferred Sales
   Charge (Sales Load).........................         19
  Deduction for Mortality and Expense Risk
   Charge......................................         20
  Deduction for Administrative Expense Charge..         20
  Deduction for Annuity Account Fee............         21
  Deduction for Premium Tax Equivalents........         21
  Deduction for Income Taxes...................         21
  Deduction for Fund Expenses..................         21
  Deduction for Transfer Fee...................         21
OTHER CONTRACT FEATURES........................         23
  Ownership....................................         23
  Assignment...................................         24
  Beneficiary..................................         24
  Change of Beneficiary........................         24
  Annuitant....................................         24
  Transfer of Contract Values between
   Sub-Accounts................................         24
  Surrenders and Partial Withdrawals...........         25
  Death of the Owner before the Annuity Date...         27
  Death of the Annuitant before the Annuity
   Date........................................         28

<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>

  Death of the Annuitant after the
   Annuity Date................................         28
  Change in Operation of Variable Account......         28
  Modification.................................         28
  Discontinuance...............................         29
ANNUITY PROVISIONS.............................         29
  Annuity Date; Change in Annuity Date and
   Annuity Option..............................         29
  Annuity Options..............................         29
  Fixed Options................................         29
  Variable Options.............................         30
  Evidence of Survival.........................         31
  Endorsement of Annuity Payments..............         31
DISTRIBUTION OF THE CONTRACTS..................         31
PERFORMANCE DATA...............................         31
  Money Market Sub-Account.....................         31
  Other Variable Account Sub-Accounts..........         31
  Performance Ranking or Rating................         32
TAX STATUS.....................................         32
  General......................................         32
  Diversification..............................         33
  Distribution Requirements....................         34
  Multiple Contracts...........................         34
  Tax Treatment of Assignments.................         34
  Withholding..................................         35
  Section 1035 Exchanges.......................         35
  Tax Treatment of Withdrawals -- Non-Qualified
   Contracts...................................         35
  Qualified Plans..............................         35
  Section 403(b) Plans.........................         36
  Individual Retirement Annuities..............         36
  Corporate Pension and Profit-Sharing Plans
   and H.R. 10 Plans...........................         36
  Deferred Compensation Plans..................         36
  Tax Treatment of Withdrawals -- Qualified
   Contracts...................................         37
FINANCIAL STATEMENTS...........................         37
LEGAL PROCEEDINGS..............................         37
TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION........................         38
</TABLE>
    

2
<PAGE>
DEFINITIONS

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

                    ACCUMULATION UNIT: A measuring unit used to calculate the
                    value of the Owner's interest in each funding option used in
                    the variable portion of the Contract prior to the Annuity
                    Date.

                    ANNUITANT: A person designated by the Owner in writing upon
                    whose continuation of life any series of payments for a
                    definite period or involving life contingencies depends. If
                    the Annuitant dies before the Annuity Date, the Owner
                    becomes the Annuitant until naming a new Annuitant.

                    ANNUITY ACCOUNT VALUE: The value of the Contract at any
                    point in time.

                    ANNUITY DATE: The date on which annuity payments commence.

                    ANNUITY OPTION: The arrangement under which annuity payments
                    are made.

                    ANNUITY PERIOD: The period starting on the Annuity Date.

                    ANNUITY UNIT: A measuring unit used to calculate the portion
                    of annuity payments attributable to each funding option used
                    in the variable portion of the Contract on and after the
                    Annuity Date.

                    BENEFICIARY: The person entitled to the Death Benefit, who
                    must also be the "Designated Beneficiary", for purposes of
                    Section 72(s) of the Code, upon the Owner's death.

   
                    CERTIFICATE: The document which evidences the participation
                    of an Owner in a group contract.
    

                    CODE: The Internal Revenue Code of 1986, as amended.

                    COMPANY: Connecticut General Life Insurance Company.

   
                    CONTRACT: The Variable Annuity Contract described in this
                    prospectus, i.e., either an individual contract, or a
                    Certificate evidencing the Owner's participation in a group
                    contract.
    

                    CONTRACT ANNIVERSARY, CONTRACT YEAR, EFFECTIVE DATE: The
                    Contract's Effective Date is the date it is issued. It is
                    also the date on which the first Contract Year, a 12-month
                    period, begins. Subsequent Contract Years begin on each
                    Contract Anniversary, which is the anniversary of the
                    Effective Date.

                    CONTRACT MONTH: The period from one Monthly Anniversary Date
                    to the next.

   
                    FIXED ACCOUNT: The portion of the Contract under which
                    principal is guaranteed and interest is credited. Fixed
                    Account Assets are maintained in the Company's General
                    Account and not allocated to the Variable Account.
    

                    FIXED ANNUITY: An annuity with payments which do not vary as
                    to dollar amount.

                    FUND(S): One or more of Alger American Fund -- Alger
                    American Small Capitalization Portfolio, Alger American
                    Leveraged AllCap Portfolio, Alger American MidCap Growth
                    Portfolio and Alger American Growth Portfolio; Fidelity
                    Variable Insurance Products Fund -- VIP Equity-Income
                    Portfolio and VIP Money Market Portfolio; Fidelity Variable
                    Insurance Products Fund II -- VIP II Investment Grade Bond
                    Portfolio and VIP II Asset Manager Portfolio; MFS Variable
                    Insurance Trust -- MFS Total Return Series, MFS Utilities
                    Series and MFS World Governments Series; Neuberger & Berman
                    Advisers

                                                                               3
<PAGE>
                    Management Trust -- Balanced Portfolio, Limited Maturity
                    Bond Portfolio and Partners Portfolio; Quest for Value
                    Accumulation Trust -- Quest Global Equity Portfolio, Quest
                    Managed Portfolio and Quest Small Cap Portfolio. Each is an
                    open-end management investment company (mutual fund) whose
                    shares are available to fund the benefits provided by the
                    Contract.

                    GUARANTEED INTEREST RATE: The rate of interest credited by
                    the Company on a compound annual basis during a Guaranteed
                    Period.

                    GUARANTEED PERIOD: The period for which interest, at either
                    an initial or subsequent Guaranteed Interest Rate, will be
                    credited to any amounts which an Owner allocates to a Fixed
                    Account Sub-Account. In most states in which these Contracts
                    are issued, this period may be one, three, five, seven or
                    ten years, as elected by the Owner.

                    GUARANTEED PERIOD AMOUNT: Any portion of a Purchaser's
                    Annuity Account Value allocated to a specific Guaranteed
                    Period with a specified Expiration Date (including credited
                    interest thereon).

                    INDEX RATE: An index rate based on the Treasury Constant
                    Maturity Series published by the Federal Reserve Board.

                    IN WRITING: In a written form satisfactory to the Company
                    and received by the Company at its Variable Products Service
                    Center.

                    MONTHLY ANNIVERSARY DATE: The monthly anniversary of the
                    Effective Date, as shown on the specifications page of the
                    Contract, when the Company makes the monthly calculation of
                    any charge for the Optional Death Benefit.

                    NON-QUALIFIED CONTRACTS: A Contract used in connection with
                    a retirement plan which does not receive favorable federal
                    income tax treatment under Code Section 401, 403, 408, or
                    457. The owner of a Non-Qualified Contract must be a natural
                    person or an agent for a natural person in order for the
                    Contract to receive favorable income tax treatment as an
                    annuity.

   
                    OWNER: The person(s) initially designated in the application
                    or otherwise, unless later changed, as having all ownership
                    rights under the Contract; includes the Certificate Owner
                    under a group contract.
    

                    PAYEE: A recipient of payments under the Contract. The term
                    includes an Annuitant, a Beneficiary who becomes entitled to
                    benefits upon the death of the Annuitant, and the Owner's
                    estate.

                    PREMIUM PAYMENT: Any amount paid to the Company cleared in
                    good funds as consideration for the benefits provided by the
                    Contract. Premium Payment includes the initial Premium
                    Payment and subsequent Premium Payments.

                    QUALIFIED CONTRACT: A Contract used in connection with a
                    retirement plan which receives favorable federal income tax
                    treatment under Code Section 401, 403, 408 or 457.

                    SEVEN YEAR ANNIVERSARY: The seventh Contract Anniversary and
                    each succeeding Contract Anniversary occurring at any seven
                    year interval thereafter, for example, the 14th, 21st and
                    28th Contract Anniversaries.

                    SHARES: Shares of a Fund.

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

                    SURRENDER (OR WITHDRAWAL): When a lump sum amount
                    representing all or part of the Annuity Account Value (minus
                    any applicable withdrawal charges, market value

4
<PAGE>
                    adjustment, contract fees, or premium tax equivalents) is
                    paid to the Owner. After a full surrender, all of the
                    Owner's rights under the Contract are terminated. In this
                    prospectus, the terms "surrender" and "withdrawal" are used
                    interchangeably.

                    SURRENDER DATE: The date the Company processes the Owner's
                    election to surrender the Contract.

                    VALUATION DATE: Every day on which Accumulation Units are
                    valued, which is each day on which the New York Stock
                    Exchange ("NYSE") is open for business, except any day on
                    which trading on the NYSE is restricted, or on which an
                    emergency exists, as determined by the Securities and
                    Exchange Commission ("Commission"), so that valuation or
                    disposal of securities is not practicable.

                    VALUATION PERIOD: The period of time beginning on the day
                    following the Valuation Date and ending on the next
                    Valuation Date. A Valuation Period may be more than one day
                    in length.

                    VARIABLE ACCOUNT: CG Variable Annuity Separate Account II, a
                    separate account of the Company under Connecticut law, in
                    which the assets of the Sub-Account(s) funded through shares
                    of one or more of the Funds are maintained. Assets of the
                    Variable Account attributable to the Contracts are not
                    chargeable with the general liabilities of the Company.

                    VARIABLE ACCUMULATION UNIT: A unit of measure used in the
                    calculation of the value of each variable portion of the
                    Owner's Annuity Account during the Accumulation Period.

                    VARIABLE ANNUITY UNIT: A unit of measure used in the
                    calculation of the value of each variable portion of the
                    Owner's Annuity Account during the Annuity Period, to
                    determine the amount of each variable annuity payment.

                    VARIABLE PRODUCTS SERVICE CENTER: The office of the Company
                    to which Premium Payments should be sent, notices given and
                    any customer service requests made. Mailing address: CIGNA
                    Individual Insurance, Variable Products Service Center,
                    Routing S-154, Hartford, CT 06152-2154.

                                                                               5
<PAGE>
HIGHLIGHTS

   
                    Premium Payments attributable to the variable portion of the
                    Contracts will be allocated to a segregated asset account of
                    Connecticut General Life Insurance Company (the "Company")
                    which has been designated CG Variable Annuity Separate
                    Account II (the "Variable Account"). The Variable Account
                    invests in shares of one or more of the Funds available to
                    fund the Contract as selected by the Owner. Owners bear the
                    investment risk for all amounts allocated to the Variable
                    Account. The Contract's provisions may vary in some states.
                    Inquiries about the Contracts may be made to the Company's
                    Variable Products Service Center.
    

                    The Contract may be returned within 10 days after it is
                    received. It can be mailed or delivered to either the
                    Company or the agent who sold it. Return of the Contract by
                    mail is effective on being postmarked, properly addressed
                    and postage prepaid. The Company will promptly refund the
                    Contract Value in states where permitted. This may be more
                    or less than the Premium Payment. In states where required,
                    the Company will promptly refund the Premium Payment, less
                    any partial surrenders. The Company has the right to
                    allocate initial Premium Payments to the Money Market
                    Sub-Account until the expiration of the right-to-examine
                    period. If the Company does so allocate an initial Premium
                    Payment, it will refund the greater of the Premium Payment,
                    less any partial surrenders, or the Contract Value. It is
                    the Company's current practice to directly allocate the
                    initial Premium Payment to the Fund(s) designated in the
                    application, unless state law requires a refund of Premium
                    Payments rather than of Annuity Account Value.

   
                    A Contingent Deferred Sales Charge (sales load) may be
                    deducted in the event of a full surrender or partial
                    withdrawal. The Contingent Deferred Sales Charge is imposed
                    on Premium Payments within seven (7) years after their being
                    made. Owners may, not more frequently than once each
                    Contract Year, make a withdrawal of up to fifteen percent
                    (15%) of Premium Payments made, or any remaining portion
                    thereof, ("the Fifteen Percent Free") without incurring a
                    Contingent Deferred Sales Charge. The Contingent Deferred
                    Sales Charge will vary in amount, depending upon the
                    Contract Year in which the Premium Payment being surrendered
                    or withdrawn was made. For purposes of determining the
                    applicability of the Contingent Deferred Sales Charge,
                    surrenders and withdrawals are deemed to be on a first-in,
                    first-out basis.
    

                    The Contingent Deferred Sales Charge is found in the fee
                    table (See "Charges and Deductions -- Deduction for
                    Contingent Deferred Sales Charge (Sales Load)"). The maximum
                    Contingent Deferred Sales Charge is 7% of Premium Payments.
                    There may also be a Market Value Adjustment on the Fixed
                    Account portion of the Contract.

   
                    There is a Mortality and Expense Risk Charge which is equal,
                    on an annual basis, to 1.20% of the average daily net assets
                    of the Variable Account. This Charge compensates the Company
                    for assuming the mortality and expense risks under the
                    Contract (See "Charges and Deductions -- Deduction for
                    Mortality and Expense Risk Charge"), other than the Optional
                    Death Benefit risk (See "Charges and Deductions -- Deduction
                    for Optional Death Benefit").
    

                    There is an Administrative Expense Charge which is equal, on
                    an annual basis, to 0.10% of the average daily net assets of
                    the Variable Account (See "Charges and Deductions --
                    Deduction for Administrative Expense Charge").

                    There is an annual Annuity Account Fee of $35 unless the
                    Annuity Account Value equals or exceeds $100,000 at the end
                    of the Contract Year (See "Charges and Deductions --
                    Deduction for Annuity Account Fee").

   
                    There is a charge for any Optional Death Benefit Risk(s)
                    elected (See "Charges and Deductions -- Deduction for
                    Optional Death Benefit").
    

6
<PAGE>
                    Premium tax equivalents or other taxes payable to a state or
                    other governmental entity will be charged against Annuity
                    Account Value (See "Charges and Deductions -- Deduction for
                    Premium Taxes").

   
                    Under certain circumstances there may be assessed a $10
                    transfer fee when an Owner transfers Annuity Account Values
                    from one Sub-Account to another (See "Charges and Deductions
                    -- Deduction for Transfer Fee").
    

                    There is a ten percent (10%) federal income tax penalty
                    applied to the income portion of any premature distribution
                    from Non-Qualified Contracts. However, the penalty is not
                    imposed on amounts distributed:

   
                    (a) after the Payee reaches age 59 1/2; (b) after the death
                    of the Owner (or, if the Owner is not a natural person, the
                    Annuitant); (c) if the Payee 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 Payee or for the joint lives (or
                    joint life expectancies) of the Payee and his or her
                    beneficiary; (e) under an immediate annuity; or (f) which
                    are allocable to Premium Payments made prior to August 14,
                    1982. For federal income tax purposes, distributions are
                    deemed to be on a last-in, first-out basis. Different tax
                    withdrawal penalties and restrictions apply to Qualified
                    Contracts issued pursuant to plans qualified under Code
                    Section 401, 403(b), 408 or 457. (See "Tax Status -- Tax
                    Treatment of Withdrawals -- Qualified Contracts.") For a
                    further discussion of the taxation of the Contracts, see
                    "Tax Status."
    

                    MARKET VALUE ADJUSTMENT. In certain situations, a surrender
                    or transfer of amounts from the Fixed Account will be
                    subject to a Market Value Adjustment. The Market Value
                    Adjustment will reflect the relationship between a rate
                    based on an index published by the Federal Reserve Board as
                    to current yields on U.S. government securities of various
                    maturities at the time a surrender or transfer is made
                    ("Index Rate"), and the Index Rate at the time that the
                    Premium Payments being surrendered or transferred were made.
                    Generally, if the Index Rate at the time of surrender or
                    transfer is lower than the Index Rate at the time the
                    Premium Payment was allocated, then the application of the
                    Market Value Adjustment will result in a higher payment upon
                    surrender or transfer. Similarly, if the Index Rate at the
                    time of surrender or transfer is higher than the Index Rate
                    at the time the Premium Payment was allocated, the
                    application of the Market Value Adjustment will generally
                    result in a lower payment upon surrender or transfer. The
                    Market Value Adjustment may also apply to Death Benefit
                    payments but only if it would increase the Death Benefit. It
                    is not applied against a surrender or transfer taking place
                    at the end of the Guaranteed Period.

                                                                               7
<PAGE>
FEES AND EXPENSES

   
                    OWNER TRANSACTION FEES
    

                    Contingent Deferred Sales Charge (as a percentage of Premium
                    Payments):

   
<TABLE>
<CAPTION>
                           YEARS SINCE
                             PAYMENT        CHARGE
                          -------------     ------
<S>                       <C>            <C>            <C>
                                  0-1             7%
                                  1-2             6%
                                                        An Owner may, not more frequently than once each
                                  2-3             5%    Contract Year, make a withdrawal of up to 15% of Premium
                                  3-4             4%    Payments made, or the remaining portion thereof, without
                                  4-5             3%    incurring a Contingent Deferred Sales Charge.
                                  5-6             2%
                                  6-7             1%
                                   7+             0
</TABLE>
    

<TABLE>
<S>              <C>                   <C>  <C>
                 Transfer Fee........  $10

                 - Not imposed on the first three transfers during a Contract Year
                 or, if the Annuity Account Value is at least $5,000 at the time of
                   a transfer, on the fourth through twelfth transfers during a
                   Contract Year. Pre-scheduled automatic dollar cost averaging
                   transfers are not counted.
</TABLE>

<TABLE>
<S>              <C>                   <C>                   <C>
                 Annuity Account       $35 per Contract Year
                 Fee.................

                 - Waived if Annuity Account Value at the end of the Contract Year is $100,000 or
                 more.
</TABLE>

   
Except under New York Contracts, an Owner may also elect the Optional Death
Benefit(s) for which there is a charge, prorated among the Sub-Accounts, which
depends on the age and gender classification (in accordance with state law) of
the Owner (or the Annuitant, if the Owner is a non-natural person) and on the
dollar amount which is at risk. (See "Deductions -- Optional Death Benefit.")
    

                    VARIABLE ACCOUNT ANNUAL EXPENSES

<TABLE>
<S>                                               <C>          <C>
                     (as a percentage of average account
                     value)
                     Mortality and Expense Risk Charge.......        1.20%
                     Administrative Expense Charge...........        0.10%
                                                                   ---
                     Total Variable Account Annual                   1.30%
                     Expenses................................
</TABLE>

8
<PAGE>
   
                    FUND ANNUAL EXPENSES (as a percentage of Fund average net
                    assets).
    
   
                    The management fees for each Fund are based on a percentage
                    of that Fund's assets under management. The fees below
                    represent the amounts payable to the investment adviser of
                    each of the Funds on an annual basis as of the date of this
                    Prospectus, plus estimated other expenses. See "The Funds"
                    in this Prospectus and the discussion in each Fund's
                    prospectus.
    

   
<TABLE>
<CAPTION>
                                                                                   TOTAL
                                                      MANAGEMENT      OTHER       ANNUAL
                                                         FEES       EXPENSES     EXPENSES
                                                      -----------   ---------   -----------
<C>                   <S>                             <C>           <C>         <C>
   ALGER AMERICAN     Alger American Growth                  0.75%        0.11%        0.86%
                       Portfolio....................
       FUNDS          Alger American Leveraged               0.85%        0.94%(1)        1.79%
                       AllCap Portfolio.............
                                                             0.80%        0.17%        0.97%
                      Alger American MidCap Growth
                       Portfolio....................
                                                             0.85%        0.11%        0.96%
                      Alger American Small
                       Capitalization Portfolio.....
   FIDELITY FUNDS     Asset Manager Portfolio.......         0.72%        0.08%        0.80%(2)
                                                             0.52%        0.06%        0.58%(2)
                      Equity-Income Portfolio.......
                                                             0.46%        0.21%        0.67%
                      Investment Grade Bond
                       Portfolio....................
                                                             0.20%        0.07%        0.27%
                      Money Market Portfolio........
    MFS FUNDS(3)      MFS Total Return Series.......         0.75%        0.25%(3)        1.00%(3)
                                                             0.75%        0.25%(3)        1.00%(3)
                      MFS Utilities Series..........
                                                             0.75%        0.25%(3)        1.00%(3)
                      MFS World Governments
                       Series.......................
 NEUBERGER & BERMAN   AMT Balanced Portfolio........         0.80%        0.17%        0.97%
      FUNDS(4)        AMT Limited Maturity Bond              0.60%        0.13%        0.73%
                       Portfolio....................
                                                             0.80%        0.50%        1.30%
                      AMT Partners Portfolio(5).....
  QUEST FOR VALUE     Quest for Value Global Equity          0.75%        0.50%        1.25%
                       Portfolio....................
      FUNDS(6)        Quest for Value Managed                0.60%        0.06%        0.66%
                       Portfolio....................
                                                             0.60%        0.14%        0.74%
                      Quest for Value Small Cap
                       Portfolio....................
</TABLE>
    

   
(1)   Includes 0.75% estimated Interest Expense.
    
   
(2)   A portion of the brokerage commissions the Porfolio paid was used to
    reduce its expenses. Without this reduction, "Total Annual Expenses" would
    have been 0.81% for Asset Manager Portfolio and 0.60% for Equity-Income
    Portfolio.
    
   
(3)   The MFS Funds' Adviser has agreed to bear, subject to reimbursement,
    expenses for each of the Total Return Series and Utilities Series, such that
    each Series' aggregate operating expense shall not exceed, on an annualized
    basis, 1.00% of the average daily net assets of the Series from November 2,
    1994 through December 31, 1998, 1.25% of the average daily net assets of the
    Series from January 1, 1997 through December 31, 1998, and 1.50% of the
    average daily net assets of the Series from January 1, 1999 through December
    31, 2004; provided however, that this obligation may be terminated or
    revised at any time. Absent this expense arrangement, "Other Expenses" and
    "Total Annual Expenses" would be 0.62% and 1.37%, respectively, for the
    Total Return Series, and 0.93% and 1.58%, respectively, for the Utilities
    Series, based upon estimated expenses for the Series' current fiscal year.
    The Adviser has agreed to bear, subject to reimbursement, until December 31,
    2004, expenses of the World Governments Series such that the Series'
    aggregate operating expenses do not exceed 1.00%, on an annualized basis, of
    its average daily net assets. Absent this expense arrangement, "Other
    Expenses" and "Total Annual Expenses" for the World Governments Series would
    be 0.63% and 1.38%, respectively.
    
   
(4)   Until May 1, 1995, all of these Portfolios had a Distribution Plan
    ("Plan") pursuant to Rule 12b-1 which provided for the reimbursement of N&B
    Management for certain Trust distribution expenses up to a maximum of 0.25%
    on an annual basis of each Portfolio's average daily net assets. The "Total
    Annual Expenses" shown here for each AMT Portfolio would be increased by
    0.02% if the 12b-1 fees for the months of January through April, 1995 were
    taken into account.
    
   
(5)   Other Expenses, and therefore Total Annual Expenses, have been estimated
    and are annualized for the Partners Portfolio.
    
   
(6)   The expenses for the Quest for Value Managed, Small Cap and Global Equity
    Portfolios will be voluntarily limited by Quest for Value Advisors so that
    annualized operating fund expenses do not exceed 0.66%, 0.74%, and 1.25% for
    the Quest for Value Managed, Small Cap and Global Equity Portfolios,
    respectively, through December 31, 1995. Variations in the actual amount of
    average assets in any of these Portfolios during 1995 can cause significant
    variations in expenses expressed as a percentage of that Portfolio's average
    net assets. It is estimated by Quest management that by the end of 1995, the
    net assets of each of these Portfolios will be sufficient such that the
    total annual expenses of each Portfolio will, on an annualized basis, be
    approximately equal to, if not less than, the voluntary limits.
    

                                                                               9
<PAGE>
   
                    The purpose of the foregoing Table on page 9 of this
                    Prospectus is to assist the Owner in understanding the
                    various costs and expenses that a Owner will incur, directly
                    or indirectly. For additional information, see the
                    discussion in each Fund's prospectus. Premium tax
                    equivalents and charges for the Optional Death Benefit(s),
                    if elected, are not reflected in the Table, though they may
                    apply.
    

   
                    EXAMPLES
    

   
                    The Owner would pay the following expenses on a $1,000
                    investment, assuming a 5% annual return on assets, and
                    assuming all Premium Payments are allocated to the Variable
                    Account:
    

   
<TABLE>
<CAPTION>
                                                                                  1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                                -----------  -----------  -----------  -----------
<S>                                                                             <C>          <C>          <C>          <C>
                     1.IF THE CONTRACT IS SURRENDERED AT THE END OF THE APPLICABLE TIME
                      PERIOD:
                     Alger American Growth Portfolio..........................   $      83    $     114    $     149    $     264
                     Alger American Leveraged AllCap Portfolio................   $      92    $     142    $     194    $     353
                     Alger American MidCap Growth Portfolio...................   $      84    $     118    $     154    $     275
                     Alger American Small Capitalization Portfolio............   $      84    $     117    $     154    $     274
                     Fidelity VIP Equity-Income Portfolio.....................   $      80    $     106    $     134    $     235
                     Fidelity VIP Money Market Portfolio......................   $      77    $      96    $     118    $     202
                     Fidelity VIP II Asset Manager Portfolio..................   $      82    $     113    $     145    $     257
                     Fidelity VIP II Investment Grade Bond Portfolio..........   $      81    $     109    $     139    $     244
                     MFS Total Return Series..................................   $      84    $     119    $     156    $     278
                     MFS Utilities Series.....................................   $      84    $     119    $     156    $     278
                     MFS World Governments Series.............................   $      84    $     119    $     156    $     278
                     AMT Balanced Portfolio...................................   $      84    $     118    $     154    $     275
                     AMT Limited Maturity Bond Portfolio......................   $      82    $     110    $     142    $     250
                     AMT Partners Portfolio...................................   $      87    $     128    $     170    $     307
                     Quest For Value Global Equity Portfolio..................   $      87    $     126    $     168    $     302
                     Quest For Value Managed Portfolio........................   $      81    $     108    $     138    $     243
                     Quest For Value Small Cap Portfolio......................   $      82    $     111    $     142    $     251
</TABLE>
    

   
                    2.__IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
                    ANNUITIZED:
    

   
<TABLE>
<S>                                                             <C>          <C>          <C>          <C>
                     Alger American Growth Portfolio..........   $      23    $      72    $     123    $     264
                     Alger American Leveraged AllCap
                      Portfolio...............................   $      33    $      99    $     169    $     353
                     Alger American MidCap Growth Portfolio...   $      24    $      75    $     129    $     275
                     Alger American Small Capitalization
                      Portfolio...............................   $      24    $      75    $     128    $     274
                     Fidelity VIP Equity-Income Portfolio.....   $      21    $      63    $     109    $     235
                     Fidelity VIP Money Market Portfolio......   $      17    $      54    $      93    $     202
                     Fidelity VIP II Asset Manager
                      Portfolio...............................   $      23    $      70    $     120    $     257
                     Fidelity VIP II Investment Grade Bond
                      Portfolio...............................   $      21    $      66    $     113    $     244
                     MFS Total Return Series..................   $      25    $      76    $     130    $     278
                     MFS Utilities Series.....................   $      25    $      76    $     130    $     278
                     MFS World Governments Series.............   $      25    $      76    $     130    $     278
                     AMT Balanced Portfolio...................   $      24    $      75    $     129    $     275
                     AMT Limited Maturity Bond Portfolio......   $      22    $      68    $     116    $     250
                     AMT Partners Portfolio...................   $      28    $      85    $     145    $     307
                     Quest For Value Global Equity
                      Portfolio...............................   $      27    $      84    $     142    $     302
                     Quest For Value Managed Portfolio........   $      21    $      66    $     113    $     243
                     Quest For Value Small Cap Portfolio......   $      22    $      68    $     117    $     251
</TABLE>
    

   
                    The preceding tables are intended to assist the Owner in
                    understanding the costs and expenses borne, directly or
                    indirectly, by Premium Payments allocated to the Variable
                    Account. These include the expenses of the Funds, certain of
                    which are subject to expense reimbursement arrangements
                    which may be subject to change. See the Funds' Prospectuses.
                    In addition to the expenses listed above, charges for
                    premium tax equivalents and charges for any Optional Death
                    Benefit(s) available and selected may be applicable.
    

10
<PAGE>
                    These examples reflect the annual $35 Annuity Account Fee as
                    an annual charge of .14% of assets, based upon an
                    anticipated average Annuity Account Value of $25,000.

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

THE COMPANY, THE FIXED ACCOUNT AND THE VARIABLE ACCOUNT

                    THE COMPANY. The Company is a stock life insurance company
                    incorporated under the laws of Connecticut by special act of
                    the Connecticut General Assembly in 1865. Its Home Office
                    mailing address is Hartford, Connecticut 06152, Telephone
                    (203) 726-6000. It has obtained authorization to do business
                    in fifty states, the District of Columbia and Puerto Rico.
                    The Company issues group and individual life and health
                    insurance policies and annuities. The Company has various
                    wholly-owned subsidiaries which are generally engaged in the
                    insurance business. The Company is a wholly-owned subsidiary
                    of Connecticut General Corporation, Bloomfield, Connecticut.
                    Connecticut General Corporation is wholly-owned by CIGNA
                    Holdings Inc., Philadelphia, Pennsylvania which is in turn
                    wholly-owned by CIGNA Corporation, Philadelphia,
                    Pennsylvania. Connecticut General Corporation is the holding
                    company of various insurance companies, one of which is
                    Connecticut General Life Insurance Company.

                    THE FIXED ACCOUNT. THE FIXED ACCOUNT IS MADE UP OF THE
                    GENERAL ASSETS OF THE COMPANY OTHER THAN THOSE ALLOCATED TO
                    ANY SEPARATE ACCOUNT. THE FIXED ACCOUNT IS PART OF THE
                    COMPANY'S GENERAL ACCOUNT. BECAUSE OF APPLICABLE EXEMPTIVE
                    AND EXCLUSIONARY PROVISIONS, INTERESTS IN THE FIXED ACCOUNT
                    HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                    (THE "1933 ACT"), AND NEITHER THE FIXED ACCOUNT NOR THE
                    COMPANY'S GENERAL ACCOUNT HAS BEEN REGISTERED UNDER THE
                    INVESTMENT COMPANY ACT OF 1940 (THE "1940 ACT"). THEREFORE,
                    NEITHER THE FIXED ACCOUNT NOR ANY INTEREST THEREIN IS
                    GENERALLY SUBJECT TO REGULATION UNDER THE PROVISIONS OF THE
                    1933 ACT OR THE 1940 ACT. ACCORDINGLY, THE COMPANY HAS BEEN
                    ADVISED THAT THE STAFF OF THE SECURITIES AND EXCHANGE
                    COMMISSION HAS NOT REVIEWED THE DISCLOSURE IN THIS
                    PROSPECTUS RELATING TO THE FIXED ACCOUNT.

                    The initial Premium Payment and any subsequent Premium
                    Payment(s) will be allocated to Sub-Accounts available in
                    connection with the Fixed Account to the extent elected by
                    the Owner at the time such payment is made. In addition, all
                    or part of the Owner's Annuity Account Value may be
                    transferred among Sub-Accounts available under the Contract
                    as described under "Transfer of Contract Values between
                    Sub-Accounts." Instead of the Owner's assuming all of the
                    investment risk as is the case for Premium Payments
                    allocated to the Variable Account, the Company guarantees it
                    will credit interest of at least 3% per year to amounts
                    allocated to the Fixed Account.

                    Assets supporting amounts allocated to Sub-Accounts within
                    the Fixed Account become part of the Company's general
                    account assets and are available to fund the claims of all
                    creditors of the Company. All of the Company's general
                    account assets will be available to fund benefits under the
                    Contracts. The Owner does not participate in the investment
                    performance of the assets of the Fixed Account or the
                    Company's general account.

                    The Company will invest the assets of the general account in
                    those assets chosen by the Company and allowed by applicable
                    state laws regarding the nature and quality of investments
                    that may be made by life insurance companies and the
                    percentage of their assets that may be committed to any
                    particular type of investment. In general, these laws permit
                    investments, within specified limits and subject to certain
                    qualifications, in federal, state and municipal obligations,
                    corporate bonds, preferred and common stocks, real estate
                    mortgages, real estate and certain other investments.

                    If the Account Value within a Fixed Account Sub-Account is
                    maintained for the duration of the Sub-Account's Guaranteed
                    Period, the Company guarantees that it will credit interest
                    to that amount at the guaranteed rate specified for the
                    Sub-Account which may

                                                                              11
<PAGE>
                    but need not be more than 3% per year. Any amount withdrawn
                    from the Sub-Account prior to the expiration of the
                    Sub-Account's Guaranteed Period is subject to a Market Value
                    Adjustment (see "Market Value Adjustment") and a Deferred
                    Sales Charge, if applicable. The Company guarantees,
                    however, that a Contract will be credited with interest at a
                    rate of not less than 3% per year, compounded annually, on
                    amounts allocated to any Fixed Account Sub-Account,
                    regardless of any application of the Market Value Adjustment
                    (that is, the Market Value Adjustment will not reduce the
                    amount available for surrender, withdrawal or transfer to an
                    amount less than the initial amount allocated or transferred
                    to the Fixed Account Sub-Account plus interest of 3% per
                    year). The Company reserves the right to defer the payment
                    or transfer of amounts withdrawn from the Fixed Account for
                    a period not to exceed six (6) months from the date a proper
                    request for surrender, withdrawal or transfer is received by
                    the Company.

                    THE VARIABLE ACCOUNT. The Variable Account was established
                    by the Company as a separate account on January 25, 1994
                    pursuant to a resolution of its Board of Directors. Under
                    Connecticut insurance law, the income, gains or losses of
                    the Variable Account are credited to or charged against the
                    assets of the Variable Account without regard to the other
                    income, gains, or losses of the Company. These assets are
                    held in relation to the Contracts described in this
                    Prospectus, to the extent necessary to meet the Company's
                    obligations thereunder. Although that portion of the assets
                    maintained in the Variable Account equal to the reserves and
                    other contract liabilities with respect to the Variable
                    Account will not be charged with any liabilities arising out
                    of any other business conducted by the Company, all
                    obligations arising under the Contracts, including the
                    promise to make annuity payments, are general corporate
                    obligations of the Company.

                    The Variable Account is registered with the Securities and
                    Exchange Commission ("Commission") as a unit investment
                    trust under the 1940 Act and meets the definition of a
                    separate account under the federal securities laws.
                    Registration with the Commission does not involve
                    supervision of the management or investment practices or
                    policies of the Variable Account or of the Company by the
                    Commission.

   
                    The assets of the Variable Account are divided into
                    Sub-Accounts. Each Sub-Account invests exclusively in shares
                    of a specific Fund. All amounts allocated to the Variable
                    Account will be used to purchase Fund shares as designated
                    by the Owner at their net asset value. Any and all
                    distributions made by the Fund with respect to the shares
                    held by the Variable Account will be reinvested to purchase
                    additional shares at their net asset value. Deductions from
                    the Variable Account for cash withdrawals, annuity payments,
                    death benefits, annuity account fees, mortality and expense
                    risk charges, administrative expense charges, the cost of
                    any Optional Death Benefit(s), if available, and any
                    applicable taxes will, in effect, be made by redeeming the
                    number of Fund shares at their net asset value equal in
                    total value to the amount to be deducted. The Variable
                    Account will purchase and redeem Fund shares on an aggregate
                    basis and will be fully invested in Fund shares at all
                    times.
    

THE FUNDS

                    Each of the seventeen Sub-Accounts of the Variable Account
                    is invested solely in shares of one of the seventeen Funds
                    available as funding vehicles under the Contracts. Each of
                    the Funds is a series of one of six Massachusetts or
                    Delaware business trusts, collectively referred to herein as
                    the "Trusts", each of which is registered as an open-end,
                    diversified management investment company under the 1940
                    Act.

12
<PAGE>
                    The Trusts and their investment advisers and distributors
                    are:

                        Alger American Fund ("Alger Trust"), managed by Fred
                        Alger Management, Inc., 75 Maiden Lane, New York, NY
                        10038; and distributed by Fred Alger & Company,
                        Incorporated, 30 Montgomery Street, Jersey City, NJ
                        07302;

                        Variable Insurance Products Fund I ("Fidelity Trust I"),
                        and Variable Insurance Products Fund II ("Fidelity Trust
                        II"), managed by Fidelity Management & Research Company
                        and distributed by Fidelity Distribution Corporation, 82
                        Devonshire Street, Boston, MA 02103;

                        MFS Variable Insurance Trust ("MFS Trust"), managed by
                        Massachusetts Financial Services Company and distributed
                        by MFS Investor Services, Inc., 500 Boylston Street,
                        Boston, MA 02116;

                        Neuberger & Berman Advisers Management Trust ("Neuberger
                        & Berman AMT Trust"), managed and distributed by
                        Neuberger & Berman Management Incorporated, 605 Third
                        Avenue, New York, NY 10158-0006;

                        Quest for Value Accumulation Trust ("Quest for Value
                        Trust"), managed by Quest for Value Advisors and
                        distributed by Quest for Value Distributors, One World
                        Financial Center, New York, NY 10281.

                    Four Funds of ALGER Trust are available under the Contracts:
                        Alger American Growth Portfolio;
                        Alger American Leveraged AllCap Portfolio;
                        Alger American MidCap Growth Portfolio;
                        Alger American Small Capitalization Portfolio.

                    Two Funds of FIDELITY Trust I are available under the
                    Contracts:
                        Equity-Income Portfolio ("Fidelity Equity-Income
                    Portfolio").
                        Money Market Portfolio ("Fidelity Money Market Fund").

                    Two Funds of FIDELITY Trust II are available under the
                    Contracts:
                        Asset Manager Portfolio ("Fidelity Asset Manager
                    Portfolio");
                        Investment Grade Bond Portfolio ("Fidelity Bond
                    Portfolio").

                    Three Funds of MFS Trust are available under the Contracts:
                        MFS Total Return Series;
                        MFS Utilities Series;
                        MFS World Governments Series.

                    Three Funds of NEUBERGER & BERMAN AMT Trust are available
                    under the Contracts:
                        AMT Balanced Portfolio;
                        AMT Limited Maturity Bond Portfolio;
                        AMT Partners Portfolio.

                    Three Funds of QUEST FOR VALUE Trust are available under the
                    Contracts:
                        Quest Global Equity Portfolio;
                        Quest Managed Portfolio;
                        Quest Small Cap Portfolio.

                    The investment advisory fees charged the Funds by their
                    advisers are shown in the Fee Table at page 9 of this
                    Prospectus.

                    There follows a brief description of the investment
                    objective of each Fund. There can be no assurance that any
                    of the stated investment objectives will be achieved.

                    ALGER AMERICAN GROWTH PORTFOLIO: Seeks long-term capital
                    appreciation by investing in a diversified, actively managed
                    portfolio of equity securities, primarily of companies with
                    total market capitalization of $1 billion or greater.

                                                                              13
<PAGE>
                    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO: Seeks long-term
                    capital appreciation by investing in a diversified, actively
                    managed portfolio of equity securities, with the ability to
                    engage in leveraging (up to one-third of assets) and options
                    and futures transactions.

                    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO: Seeks long-term
                    capital appreciation by investing in a diversified, actively
                    managed portfolio of equity securities, primarily of
                    companies with total market capitalization between $750
                    million and $3.5 billion.

                    ALGER AMERICAN SMALL CAP PORTFOLIO: Seeks long-term capital
                    appreciation by investing in a diversified, actively managed
                    portfolio of equity securities, primarily of companies with
                    total market capitalization of less than $1 billion.

                    FIDELITY ASSET MANAGER PORTFOLIO: Seeks high total return
                    with reduced risk over the long-term by allocating its
                    assets among domestic and foreign stocks, bonds and short-
                    term fixed-income instruments.

                    FIDELITY BOND PORTFOLIO: Seeks as high a level of current
                    income as is consistent with the preservation of capital by
                    investing in a broad range of investment-grade fixed-income
                    securities, with a dollar-weighted average portfolio
                    maturity of ten years or less.

                    FIDELITY EQUITY-INCOME PORTFOLIO: Seeks reasonable income by
                    investing primarily in income-producing equity securities,
                    with some potential for capital appreciation, seeking to
                    exceed the composite yield on the securities comprising the
                    Standard and Poor's 500 Composite Stock Price Index.

                    FIDELITY MONEY MARKET FUND: Seeks as high a level of current
                    income as is consistent with preserving capital and
                    providing liquidity, through investment in high quality U.S.
                    dollar denominated money market securities of domestic and
                    foreign issuers.

   
                    MFS TOTAL RETURN SERIES: Seeks primarily to obtain
                    above-average income (compared to a portfolio entirely
                    invested in equity securities), consistent with the prudent
                    employment of capital, and secondarily to provide a
                    reasonable opportunity for growth of capital and income.
    

                    MFS UTILITIES SERIES: Seeks capital growth and current
                    income (income above that obtainable from a portfolio
                    invested entirely in equity securities).

                    MFS WORLD GOVERNMENTS SERIES: Seeks not only preservation,
                    but also growth, of capital together with moderate current
                    income.

                    AMT BALANCED PORTFOLIO: Seeks long-term capital growth and
                    reasonable current income without undue risk to principal.

                    AMT LIMITED MATURITY BOND PORTFOLIO: Seeks the highest
                    current income consistent with low risk to principal and
                    liquidity; and secondarily, enhanced total return through
                    capital appreciation when market factors, such as falling
                    interest rates and rising bond prices, indicate that capital
                    appreciation may be available without significant risk to
                    principal.

                    AMT PARTNERS PORTFOLIO: Seeks capital growth.

                    QUEST GLOBAL EQUITY PORTFOLIO: Seeks long-term capital
                    appreciation through a global investment strategy primarily
                    involving equity securities.

                    QUEST MANAGED PORTFOLIO: Seeks growth of capital over time
                    through investment in a portfolio of common stocks, bonds
                    and cash equivalents, the percentage of which will vary
                    based on management's assessments of relative investment
                    values.

                    QUEST SMALL CAP PORTFOLIO: Seeks capital appreciation
                    through investments in a diversified portfolio of equity
                    securities of companies with market capitalizations of under
                    $1 billion.

14
<PAGE>
                    GENERAL

   
                    There is no assurance that the investment objective of any
                    of the Funds will be met. Owners bear the complete
                    investment risk for Annuity Account Values allocated to a
                    Variable Account Sub-Account. Each such Sub-Account involves
                    inherent investment risk, and such risk varies significantly
                    among the Sub-Accounts. Owners should read each Fund's
                    prospectus carefully and understand the Funds' relative
                    degrees of risk before making or changing investment
                    choices. Additional Funds may, from time to time, be made
                    available as investments to underlie the Contracts. However,
                    the right to make such selections will be limited by the
                    terms and conditions imposed on such transactions by the
                    Company (See "Premium Payments and Contract Value --
                    Allocation of Premium Payments").
    

                    SUBSTITUTION OF SECURITIES

                    If the shares of any Fund should no longer be available for
                    investment by the Variable Account or if, in the judgment of
                    the Company, further investment in such shares should become
                    inappropriate in view of the purpose of the Contracts, the
                    Company may substitute shares of another Fund. No
                    substitution of securities in any Sub-Account may take place
                    without prior approval of the Commission and under such
                    requirements as it may impose.

                    VOTING RIGHTS

                    In accordance with its view of present applicable law, the
                    Company will vote the shares of each Fund held in the
                    Variable Account at special meetings of the shareholders of
                    the particular Trust in accordance with written instructions
                    received from persons having the voting interest in the
                    Variable 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 Trusts do
                    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 the meeting of the
                    particular Trust. Voting instructions will be solicited by
                    written communication at least fourteen (14) days prior to
                    the meeting.

   
                    The Funds' shares are issued and redeemed only in connection
                    with variable annuity contracts and variable life insurance
                    policies issued through separate accounts of the Company and
                    other life insurance companies. The Trusts do not foresee
                    any disadvantage to Owners arising out of the fact that
                    shares may be made available to separate accounts which are
                    used in connection with both variable annuity and variable
                    life insurance products. Nevertheless, the Trusts' Boards
                    intend to monitor events in order to identify any material
                    irreconcilable conflicts which may possibly arise and to
                    determine what action, if any, should be taken in response
                    thereto. If such a conflict were to occur, one of the
                    separate accounts might withdraw its investment in a Fund.
                    This might force a Fund to sell portfolio securities at
                    disadvantageous prices.
    

PREMIUM PAYMENTS AND CONTRACT VALUE

                    PREMIUM PAYMENTS

   
                    The Contracts may be purchased under a flexible premium
                    payment plan. Premium Payments are payable in the frequency
                    and in the amount selected by the Owner. The initial Premium
                    Payment is due on the Effective Date. It must be at least
                    $2,500 ($2,000 for an Individual Retirement Annuity under
                    Section 408 of the Code). Subsequent Premium Payments must
                    be at least $100. These minimum amounts are not waived for
    

                                                                              15
<PAGE>
                    Qualified Plans. The Company reserves the right to decline
                    any application or Premium Payment. A Premium Payment in
                    excess of $1 million requires preapproval by the Company.

                    The Company may, at its sole discretion, waive the minimum
                    payment requirements.

   
                    The Owner may elect to increase, decrease or change the
                    frequency of Premium Payments.
    

                    ALLOCATION OF PREMIUM PAYMENTS

   
                    Premium Payments are allocated to one or more of the
                    appropriate Sub-Accounts within the Variable Account and
                    Fixed Account as selected by the Owner. For each Variable
                    Account Sub-Account, the Premium Payments are converted into
                    Accumulation Units. The number of Accumulation Units
                    credited to the Contract is determined by dividing the
                    Premium Payment allocated to the Sub-Account by the value of
                    the Accumulation Unit for the Sub-Account.
    

                    The Company will allocate the initial Premium Payment
                    directly to the Sub-Account(s) selected by the Owner unless
                    state law requires, during the right-to-examine period, a
                    refund of Premium Payments rather than Annuity Account
                    Value.

                    Transfers do not necessarily affect the allocation
                    instructions for payments. Subsequent payments will be
                    allocated as directed by the Owner; if no direction is
                    given, the allocation will be that which has been most
                    recently directed for payments by the Owner. The Owner may
                    change the allocation of future payments without fee,
                    penalty or other charge upon written notice to the Variable
                    Products Service Center. A change will be effective for
                    payments received on or after receipt of the written notice
                    of change.

                    Not less than 10% of any Premium Payment at the time of any
                    allocation may be allocated to a single Sub-Account, and no
                    allocation can be made which would result in a Variable
                    Account Sub-Account value of less than $500 or a Fixed
                    Account Sub-Account value of less than $2,500.

                    For initial Premium Payments, if the application for a
                    Contract is in good order, the Company will apply the
                    Premium Payment to the Variable Account and credit the
                    Contract with Accumulation Units within two business days of
                    receipt at the Accumulation Unit Value for the Valuation
                    Period during which the Premium Payment is accepted unless
                    state law requires, during the right-to-examine period, a
                    refund of Premium Payments rather than Annuity Account
                    Value.

                    If the application for a Contract is not in good order, the
                    Company will attempt to get it in good order or the Company
                    will return the application and the Premium Payment within
                    five business days. The Company will not retain a Premium
                    Payment for more than five business days while processing an
                    incomplete application unless it has been so authorized by
                    the purchaser.

                    For each subsequent Premium Payment, the Company will apply
                    such payment to the Variable Account and credit the Contract
                    with Accumulation Units at the Accumulation
                    Unit Value for the Valuation Period during which each such
                    payment was received in good order.

                    FIXED ACCUMULATION VALUE. The fixed accumulation value of an
                    Annuity Account, if any, for any Valuation Period is equal
                    to the sum of the values of all Fixed Account Sub-Accounts
                    which are part of the Annuity Account for such Valuation
                    Period.

                    GUARANTEED PERIODS. The Owner may elect to allocate Premium
                    Payments to one or more Sub-Accounts within the Fixed
                    Account. Each Sub-Account will maintain a Guaranteed Period
                    with a duration of one, three, five, seven or ten years.
                    Every Premium Payment allocated to a Fixed Account
                    Sub-Account starts a new Sub-Account

16
<PAGE>
                    with its own duration and Guaranteed Interest Rate. The
                    duration of the Guaranteed Period will affect the Guaranteed
                    Interest Rate of the Sub-Account. Initial Premium Payments
                    and subsequent Premium Payments, or portions thereof, and
                    transferred amounts allocated to a Fixed Account
                    Sub-Account, less any amounts subsequently withdrawn, will
                    earn interest at the Guaranteed Interest Rate during the
                    particular Sub-Account's Guaranteed Period unless
                    prematurely withdrawn prior to the end of the Guaranteed
                    Period. Initial Sub-Account Guaranteed Periods begin on the
                    date a Premium Payment is accepted or, in the case of a
                    transfer, on the effective date of the transfer, and end on
                    the date after the number of calendar years in the
                    Sub-Account's Guaranteed Period elected from the date on
                    which the amount was allocated to the Sub-Account (the
                    "Expiration Date"). Any portion of Annuity Account Value
                    allocated to a specific Sub-Account with a specified
                    Expiration Date (including interest earned thereon) will be
                    referred to herein as a "Guaranteed Period Amount." Interest
                    will be credited daily at a rate equivalent to the compound
                    annual rate. As a result of renewals and transfers of
                    portions of the Annuity Account Value described under
                    "Transfer of Contract Values between Sub-Accounts" below,
                    which will begin new Sub-Account Guaranteed Periods, amounts
                    allocated to Sub-Accounts of the same duration may have
                    different Expiration Dates. Thus each Guaranteed Period
                    Amount will be treated separately for purposes of
                    determining any applicable Market Value Adjustment (see
                    "Market Value Adjustment").

                    The Company will notify the Owner in writing at least 60
                    days prior to the Expiration Date for any Guaranteed Period
                    Amount. A new Sub-Account Guaranteed Period of the same
                    duration as the previous Sub-Account Guaranteed Period will
                    commence automatically at the end of the previous Guaranteed
                    Period unless the Company receives, following such
                    notification but prior to the end of such Guaranteed Period,
                    a written election by the Owner to transfer the Guaranteed
                    Period Amount to a different Fixed Account Sub-Account or to
                    a Variable Account Sub-Account from among those being
                    offered by the Company at such time. Transfers of any
                    Guaranteed Period Amount which become effective upon the
                    expiration of the applicable Guaranteed Period are not
                    subject to the twelve (or three) transfers per Contract Year
                    limitations or the additional Fixed Sub-Account transfer
                    restrictions (see "Transfer of Contract Values between Sub-
                    Accounts").

                    GUARANTEED INTEREST RATES. The Company periodically will
                    establish an applicable Guaranteed Interest Rate for each of
                    the Sub-Account Guaranteed Periods within the Fixed Account.
                    Current Guaranteed Interest Rates may be changed by the
                    Company frequently or infrequently depending on interest
                    rates on investments available to the Company and other
                    factors as described below, but once established, rates will
                    be guaranteed for the entire duration of the respective
                    Sub-Account's Guaranteed Period. However, any amount
                    withdrawn from the Sub-Account may be subject to any
                    applicable withdrawal charges, Annuity Account Fees, Market
                    Value Adjustment, premium taxes or other fees. Amounts
                    transferred out of a Fixed Account Sub-Account prior to the
                    end of the Guaranteed Period will be subject to the Market
                    Value Adjustment.

                    The Guaranteed Interest Rate will not be less than 3% per
                    year compounded annually, regardless of any application of
                    the Market Value Adjustment. The Company has no specific
                    formula for determining the rate of interest that it will
                    declare as a Guaranteed Interest Rate, as these rates will
                    be reflective of interest rates available on the types of
                    debt instruments in which the Company intends to invest
                    amounts allocated to the Fixed Account (see "The Fixed
                    Account"). In addition, the Company's management may
                    consider other factors in determining Guaranteed Interest
                    Rates for a particular Sub-Account including: regulatory and
                    tax requirements; sales commissions and administrative
                    expenses borne by the Company; general economic trends; and
                    competitive factors.

                                                                              17
<PAGE>
                    THERE IS NO OBLIGATION TO DECLARE A RATE IN EXCESS OF 3% PER
                    YEAR; THE OWNER ASSUMES THE RISK THAT DECLARED RATES WILL
                    NOT EXCEED 3% PER YEAR. THE COMPANY HAS COMPLETE DISCRETION
                    TO DECLARE ANY RATE, SO LONG AS THAT RATE IS AT LEAST 3% PER
                    YEAR.

                    DOLLAR COST AVERAGING

   
                    Dollar Cost Averaging is a program which, if elected,
                    enables a Contract Owner to systematically allocate
                    specified dollar amounts from the Money Market Sub-Account
                    or the One-Year Fixed Sub-Account to the Contract's other
                    Sub-Accounts at regular intervals. By allocating on a
                    regularly scheduled basis as opposed to allocating the total
                    amount at one particular time, an Owner may be less
                    susceptible to the impact of market fluctuations.
    

                    Dollar Cost Averaging may be selected by establishing a
                    Money Market Sub-Account or a One-Year Fixed Sub-Account
                    value of at least $12,000. The minimum amount per month to
                    allocate is $1,000. All Dollar Cost Averaging transfers will
                    be made effective the twentieth of the month (or the next
                    Valuation Date if the twentieth of the month is not a
                    Valuation Date). Election into this program may occur at any
                    time by properly completing the Dollar Cost Averaging
                    election form, returning it to the Company so it is received
                    by the tenth of the month, to be effective that month, and
                    insuring that sufficient value is in the Money Market
                    Sub-Account or the One-Year Fixed Sub-Account. Transfers to
                    the Fixed Account or from other than the One-Year Fixed
                    Sub-Account are not permitted under Dollar Cost Averaging.

                    Dollar Cost Averaging will terminate when any of the
                    following occurs: (1) the number of designated transfers has
                    been completed; (2) the value of the Money Market Sub-
                    Account or the One-Year Fixed Sub-Account is insufficient to
                    complete the next transfer; (3) the Owner requests
                    termination in writing and such writing is received by the
                    tenth of the month in order to cancel the transfer scheduled
                    to take effect that month; or (4) the Contract is
                    surrendered.

                    The Dollar Cost Averaging program may not be active
                    following the Annuity Date. There is no current charge for
                    Dollar Cost Averaging but the Company reserves the right to
                    charge for this program. In the event there are additional
                    transfers, the transfer fee may be charged. The Company does
                    not intend to profit from any such charge.

                    CONTRACT VALUE

                    The value of the Contract is the sum of the values
                    attributable to the Contract for each Fixed and Variable
                    Sub-Account. The value of each Variable Sub-Account is
                    determined by multiplying the number of Accumulation Units
                    attributable to the Contract in the Sub-Account by the value
                    of an Accumulation Unit for the Sub-Account.

                    ACCUMULATION UNIT

                    Premium Payments allocated to the Variable Account are
                    converted into Accumulation Units. This is done by dividing
                    each Premium Payment by the value of an Accumulation Unit
                    for the Valuation Period during which the Premium Payment is
                    allocated to the Variable Account. The Accumulation Unit
                    value for each Sub-Account was or will be set initially at
                    $10. It may increase or decrease from Valuation Period to
                    Valuation Period. The Accumulation Unit value for any later
                    Valuation Period is determined by multiplying

18
<PAGE>
                    the Accumulation Unit Value for that Sub-Account for the
                    preceding Valuation Period by the Net Investment Factor for
                    the current Valuation Period. The Net Investment Factor is
                    calculated as follows:

                    The Net Investment Factor for any Variable Account
                    Sub-Account for any Valuation Period is determined by
                    dividing (a) by (b) and then subtracting (c) from the
                    result, where:
                    (A) Is the net result of:
                       (1)the net asset value (as described in the prospectus
                          for the Fund) of a Fund share held in the Variable
                          Account Sub-Account determined as of the end of the
                          Valuation Period, plus
                       (2)the per share amount of any dividend or other
                          distribution declared by the Fund on the shares held
                          in the Variable Account Sub-Account if the
                          "ex-dividend" date occurs during the Valuation Period,
                          plus or minus
                       (3)a per share credit or charge with respect to any taxes
                          paid or reserved for by the Company during the
                          Valuation Period which are determined by the Company
                          to be attributable to the operation of the Variable
                          Account Sub-Account;
                    (B) is the net asset value of a Fund share held in the
                        Variable Account Sub-Account determined as of the end of
                        the preceding Valuation Period; and
                    (C) is the asset charge factor determined by the Company for
                        the Valuation Period to reflect the charges for assuming
                        the mortality and expense risks and for administrative
                        expenses.

                    The asset charge factor for any Valuation Period is equal to
                    the daily asset charge factor multiplied by the number of
                    24-hour periods in the Valuation Period.

CHARGES AND DEDUCTIONS

                    Various charges and deductions are made from Annuity Account
                    Values and the Variable Account. These charges and
                    deductions are:

                    DEDUCTION FOR CONTINGENT DEFERRED SALES CHARGE (SALES LOAD)

                    Upon a partial withdrawal or full surrender, a Contingent
                    Deferred Sales Charge (sales load) will be calculated and
                    will be deducted from the Annuity Account Value. This Charge
                    reimburses the Company for expenses incurred in connection
                    with the promotion, sale and distribution of the Contracts.
                    The Contingent Deferred Sales Charge applies only to those
                    Premium Payments received within seven (7) years of the date
                    of partial withdrawal or full surrender. In calculating the
                    Contingent Deferred Sales Charge, Premium Payments are
                    allocated to the amount surrendered or withdrawn on a
                    first-in, first-out basis. The amount of the Contingent
                    Deferred Sales Charge is calculated by: (a) allocating
                    Premium Payments to the amount surrendered; (b) multiplying
                    each allocated Premium Payment that has been held under the
                    Contract for the period shown below by the charge shown
                    below:

<TABLE>
<CAPTION>
   YEARS SINCE
     PAYMENT           CHARGE
- ------------------     ------
<S>                 <C>
       0-1                   7%
       1-2                   6%
       2-3                   5%
       3-4                   4%
       4-5                   3%
       5-6                   2%
       6-7                   1%
        7+                   0
</TABLE>

                    and  (c) adding the  products of each  multiplication in (b)
                    above.  The  charge  will  not  exceed  7%  of  the  Premium
                    Payments.  Any applicable  negative Market  Value Adjustment

                                                                              19
<PAGE>
                    and Annuity Account Fee will be deducted before application
                    of the Contingent Deferred Sales Charge. The charge is not
                    imposed on any death benefit paid or upon amounts applied to
                    an annuity option.

   
                    An Owner may, not more frequently than once each Contract
                    Year, make a withdrawal of up to fifteen percent (15%) of
                    Premium Payments, or any remaining portion thereof, without
                    incurring a Contingent Deferred Sales Charge. The earliest
                    Premium Payments remaining in the Contract will be deemed
                    withdrawn first under this Fifteen Percent Free, even if no
                    Contingent Deferred Sales Charge would have been assessed on
                    such a withdrawal. No Contingent Deferred Sales Charge will
                    be deducted from Premium Payments which have been held under
                    the Contract for more than seven (7) Contract Years or as
                    annuity payments. The Company may also eliminate or reduce
                    the Contingent Deferred Sales Charge under the Company
                    procedures then in effect.
    

                    For a partial withdrawal, unless the Owner designates
                    otherwise, the Contingent Deferred Sales Charge will be
                    deducted proportionately from the Sub-Account(s) from which
                    the withdrawal is to be made by cancelling Accumulation
                    Units from each applicable Sub-Account in the ratio that the
                    value of each Sub-Account bears to the total of the values
                    of the Sub-Accounts from which the partial withdrawal is
                    made. If the value(s) of such Sub-Account(s) are
                    insufficient, the amount payable on the withdrawal will be
                    net of any remaining Contingent Deferred Sales Charges
                    unless the Owner and the Company agree otherwise.

                    Commissions will be paid to broker-dealers who sell the
                    Contracts. Broker-dealers will be paid commissions, up to an
                    amount equal to 6.50% of Premium Payments, for promotional
                    or distribution expenses associated with the marketing of
                    the Contracts. To the extent that the Contingent Deferred
                    Sales Charge is insufficient to cover the actual cost of
                    distribution, the Company may use any of its corporate
                    assets, including potential profit which may arise from the
                    Mortality and Expense Risk Charge, to make up any
                    difference.

                    DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE

                    The Company deducts on each Valuation Date a Mortality and
                    Expense Risk Charge which is equal, on an annual basis, to
                    1.20% of the average daily net assets of the Variable
                    Account (consisting of approximately .70% for mortality
                    risks and approximately .50% for expense risks). The
                    mortality risks assumed by the Company arise from its
                    contractual obligation to make annuity payments after the
                    Annuity Date for the life of the Annuitant in accordance
                    with annuity rates guaranteed in the Contracts. 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 Annuity Account Fee and the
                    Administrative Expense 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 to profit from this charge.

                    The Mortality and Expense Risk Charge is guaranteed by the
                    Company and cannot be increased.

                    DEDUCTION FOR ADMINISTRATIVE EXPENSE CHARGE

                    The Company deducts on each Valuation Date an Administrative
                    Expense Charge which is equal, on an annual basis, to 0.10%
                    of the average daily net assets of the Variable

20
<PAGE>
                    Account. This charge is to reimburse the Company for a
                    portion of its expenses in administering the Contracts. This
                    charge is guaranteed by the Company and cannot be increased,
                    and the Company will not derive a profit from this charge.

                    DEDUCTION FOR ANNUITY ACCOUNT FEE

                    The Company deducts an annual Annuity Account Fee of $35
                    from the Annuity Account Value on the last Valuation Date of
                    each Contract Year. This charge is to reimburse the Company
                    for a portion of its administrative expenses (see above).
                    Prior to the Annuity Date, this charge is deducted by
                    cancelling Accumulation Units from each applicable
                    Sub-Account in the ratio that the value of each Sub-Account
                    bears to the total Annuity Account Value. When the Contract
                    is annuitized or surrendered for its full Surrender Value on
                    other than a Contract Anniversary, the Annuity Account Fee
                    will be prorated at the time of surrender. On and after the
                    Annuity Date, the Annuity Account Fee will be collected
                    proportionately from the Sub-Account(s) on which the
                    Variable Annuity payment is based, prorated on a monthly
                    basis and will result in a reduction of the annuity
                    payments. The Annuity Account Fee will be waived for any
                    Contract Year in which the Annuity Account Value equals or
                    exceeds $100,000 as of the last Valuation Date of the
                    Contract Year.

                    DEDUCTION FOR PREMIUM TAX EQUIVALENTS

                    Premium tax equivalents or other taxes payable to a state,
                    municipality or other governmental entity will be charged
                    against Annuity Account Value. Premium taxes currently
                    imposed by certain states on the Contracts offered hereby
                    range from 0% to 3.5% of Premiums paid. Some states assess
                    premium taxes at the time Premium Payments are made; others
                    assess premium taxes at the time annuity payments begin. The
                    Company will, in its sole discretion, determine when taxes
                    have resulted from: the investment experience of the
                    Variable Account; receipt by the Company of the Premium
                    Payment(s); or commencement of annuity payments. The Company
                    may, at its sole discretion, pay taxes when due and deduct
                    an equivalent amount reflecting investment experience from
                    the Annuity Account 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.

                    DEDUCTION FOR INCOME TAXES

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

                    DEDUCTION FOR FUND EXPENSES

                    There are other deductions from, and expenses paid out of,
                    the assets of the Funds which are described in the
                    accompanying Funds' prospectuses.

                    DEDUCTION FOR TRANSFER FEE

   
                    Prior to the Annuity Date, an Owner may transfer all or a
                    part of the Annuity Account Value in a Sub-Account to
                    another Sub-Account without the imposition of any transfer
                    fee or charge if there have been no more than three
                    transfers made in the Contract Year (twelve if the Annuity
                    Account Value is at least $5000 at the time of a transfer.)
                    For additional transfers, the Company reserves the right to
                    deduct a transfer fee of up to
    

                                                                              21
<PAGE>
                    $10 per transfer. Prescheduled automatic dollar cost
                    averaging transfers are not counted toward the twelve (or
                    three) transfer limit. The Company reserves the right to
                    charge a fee of up to $10 for each transfer after the
                    Annuity Date. The transfer fee at any given time will not be
                    set at a level greater than its cost and will contain no
                    element of profit.

                    DEDUCTION FOR OPTIONAL DEATH BENEFIT

                    If no Optional Death Benefit is selected, the death benefit
                    under the Contract will be the Annuity Account Value as of
                    the date of payment of the death benefit. No additional
                    charge is imposed for that death benefit.

   
                    For an additional charge, as described below, an Optional
                    Death Benefit can be selected at the time the Contract is
                    applied for. Under each form of Optional Death Benefit, the
                    death benefit payable will be the greater of the Annuity
                    Account Value or some other amount as of the date of payment
                    of the death benefit. That other amount can be one or more
                    of
    

                    Option A. Premium Payments made, less partial withdrawals.

                    Option B. Premium Payments made, less partial withdrawals,
                    with interest compounded daily at a rate equivalent to 5%
                    per year during the first seven Contract Years. As of the
                    beginning of the eighth Contract Year, the amount of death
                    benefit will decrease and thereafter be equal to total
                    Premium Payments made, less partial withdrawals. Only
                    available if the Owner (or the Annuitant, if the Owner is a
                    non-natural person) has not reached his or her 72nd birthday
                    at the Effective Date.

                    Option C. The Annuity Account Value on the seven-year
                    Contract Anniversary immediately preceding the date the
                    death benefit election is effective or is deemed to become
                    effective, adjusted for any subsequent Premium Payments and
                    partial withdrawals and charges made between the immediate
                    preceding seven-year Contract Anniversary and the date and
                    death benefit election is effective or is deemed to become
                    effective (as referenced herein, seven-year Contract
                    Anniversary means the seventh Contract Anniversary and each
                    succeeding Contract Anniversary occurring at any seven-year
                    interval thereafter, for example, the 14th and 21st Contract
                    Anniversaries).

                    Option D. The highest Annuity Account Value ever attained on
                    a Contract Anniversary date, with adjustments for any
                    subsequent Premium Payments and partial withdrawals made
                    since the last determination of such highest value.

                    Once an election of one or more of these Optional Death
                    Benefits has been made, it will remain in effect for the
                    life of the Contract, unless the Owner chooses, by written
                    notice to the Variable Products Service Center, to
                    discontinue such election. The Owner can only give one
                    notice of discontinuance; such notice must address the
                    discontinuance of one or more of the Optional Death
                    Benefit(s) previously chosen. If no Optional Death
                    Benefit(s) are selected initially, they cannot be added
                    later, nor can the Owner change an initial selection to add
                    Optional Death Benefit(s) after the Contract is issued.

                    At each Contract Anniversary, a charge will be made against
                    Annuity Account Value (prorated among the Sub-Accounts used
                    in the Contract, if more than one be used) for any Optional
                    Death Benefit in effect for all or a portion of the Contract
                    Year then ended. Such charge will be computed in the
                    following manner, assuming for the sake of illustration that
                    the Optional Death Benefit is in effect for the entire
                    Contract Year.

                    On the last business day of each Contract Month during the
                    Contract Year, the Company will calculate whether the amount
                    payable under any of the Optional Death Benefits in effect
                    on that date would exceed the Annuity Account Value on that
                    date. If it would not exceed the Annuity Account Value on
                    that date, then no charge for the Optional Death Benefit is
                    accrued as of that date. If it would exceed the Annuity
                    Account Value on that

22
<PAGE>
                    date, then a charge for the Optional Death Benefit is
                    accrued as of that date. That charge is computed in
                    accordance with mortality tables which are made a part of
                    the Contract reflecting the Owner's age and gender
                    classification (in accordance with state law) is computed on
                    the Amount at Risk, which is the excess of the Optional
                    Death Benefit over the Annuity Account Value on the last
                    business day of the Contract Month. If the Owner is a
                    corporation, partnership or other non-natural person, the
                    measuring life will be the Annuitant's. No deduction is
                    actually made from Annuity Account Value for the Optional
                    Death Benefit until the Contract Anniversary except upon a
                    full surrender or Annuitization of the Contract or upon the
                    payment of a Death Benefit, when the sum of any charges
                    accrued at the end of each Contract Month during the
                    Contract Year is deducted.

                    The annual rate per $1,000 of Amount at Risk charged for the
                    Optional Death Benefit(s) is set forth in the following
                    table:

<TABLE>
<CAPTION>
                                                                   COST OF OPTIONAL DEATH
                                                                         BENEFIT(S)
                                                                   ANNUAL RATE PER $1,000
                                                                      OF AMOUNT AT RISK
                                                               -------------------------------
                           ATTAINED AGE                          MALE      FEMALE     UNISEX
- -------------------------------------------------------------  ---------  ---------  ---------
<S>                                                            <C>        <C>        <C>
                     less than 40............................  $    2.40  $    1.99  $    2.20
                     40-45...................................       3.02       2.54       2.78
                     46-50...................................       4.92       4.02       4.47
                     51-55...................................       7.30       5.70       6.50
                     56-60...................................      11.46       8.34       9.90
                     61-65...................................      17.54      11.55      14.55
                     66-70...................................      27.85      18.19      23.02
                     71-75...................................      43.30      27.57      35.44
                     76-80...................................      70.53      47.33      58.93
                     81-85...................................     117.25      87.04     102.15
                     86-90...................................     179.55     147.37     163.46
</TABLE>

                    If, for example, at the end of a Contract Month the Optional
                    Death Benefit (assuming payment of a death benefit on that
                    date) were $40,000 and the Annuity Account Value were
                    $30,000, the Amount at Risk would be $10,000. Suppose the
                    Owner (or, if applicable, the Annuitant) were a female age
                    60. The charge accrued for the Optional Death Benefit that
                    month would be 10 X $8.34, divided by 12 (reflecting
                    one-twelfth of a year), or $6.95. If that proved to be the
                    only Contract Month end during the Contract Year at which
                    there were an Amount at Risk, that would be the only
                    Optional Death Benefit charge accrued during the Contract
                    Year. There is no daily deduction of a percentage of
                    Contract Values for any Optional Death Benefit.

OTHER CONTRACT FEATURES

                    OWNERSHIP

   
                    The Owner has all rights and may receive all benefits under
                    the Contract. The Owner may change the Owner at any time. If
                    the Owner dies, a death benefit will be paid to the
                    Beneficiary upon proof of the Contract Owner's death. If the
                    Owner is a corporation, partnership or other non-natural
                    person, the death benefit is paid upon receipt of due proof
                    of the Annuitant's death. A change of Owner will
                    automatically revoke any prior designation of Contract
                    Owner. A request for change must be: (1) made in writing;
                    and (2) received by the Company at its Variable Products
                    Service Center. The change will become effective as of the
                    date the written request is signed. A new designation of
                    Owner will not apply to any payment made or action taken by
                    the Company prior to the time it was received. Any Optional
                    Death Benefit in effect at the time of a change of
    

                                                                              23
<PAGE>
   
                    ownership will remain in effect. The cost of any Optional
                    Death Benefit(s) will be based on the attained age of the
                    new Owner (or the Annuitant, if the new Owner is a non-
                    natural person).
    

                    For non-qualified contracts, in accordance with Code Section
                    72(u), a deferred annuity contract held by a corporation or
                    other entity that is not a natural person is not treated as
                    an annuity contract for tax purposes. Income on the contract
                    is treated as ordinary income received by the owner during
                    the taxable year. But in accordance with Code Section 72(u),
                    an annuity contract held by a trust or other entity as agent
                    for a natural person is considered held by a natural person.

                    ASSIGNMENT

   
                    The Owner may assign the Contract at any time during his or
                    her lifetime. Unless provided otherwise, an assignment will
                    not affect the interest of any previously indicated
                    Beneficiary. The Company will not be bound by any assignment
                    until written notice is received by the Company at its
                    Variable Products Service Center. The Company is not
                    responsible for the validity of any assignment. The Company
                    will not be liable as to any payment or other settlement
                    made by the Company before such assignment has been recorded
                    at the Company's Variable Products Service Center.
    

                    If the Contract is issued pursuant to a Qualified Plan, it
                    may not be assigned, pledged or otherwise transferred except
                    as may be allowed under applicable law.

                    BENEFICIARY

                    The Beneficiary is named when the Contract is applied for
                    and, unless changed, is entitled to receive any death
                    benefits to be paid. Prior to the Annuity Date, death
                    benefits are paid to the Beneficiary on the death of the
                    Owner.

                    CHANGE OF BENEFICIARY

   
                    The Owner may change a Beneficiary by filing a written
                    request with the Company at its Variable Products Service
                    Center unless an irrevocable Beneficiary designation was
                    previously filed. After the change is recorded, it will take
                    effect as of the date the request was signed. If the request
                    reaches the Variable Products Service Center after the
                    Annuitant or Owner, as applicable, dies but before any
                    payment is made, the change will be valid. The Company will
                    not be liable for any payment made or action taken before it
                    records the change.
    

                    ANNUITANT

                    The Annuitant must be a natural person. The maximum age of
                    the Annuitant on the Effective Date is 85 years old. The
                    Annuitant may be changed at any time prior to the Annuity
                    Date. Joint Annuitants are allowed at the time of
                    annuitization only, if the Company chooses to make a joint
                    and survivor annuity payment option available in addition to
                    the options provided in the Contract. The Annuitant has no
                    rights or privileges prior to the Annuity Date. When an
                    Annuity Option is elected, the amount payable as of the
                    Annuity Date is based on the age and gender classification
                    (in accordance with state law) of the Annuitant, as well as
                    the Option selected and the Annuity Account Value.

                    TRANSFER OF CONTRACT VALUES BETWEEN SUB-ACCOUNTS

   
                    Prior to the Annuity Date, the Owner may transfer all or
                    part of the Annuity Account Value in a Sub-Account to
                    another Sub-Account without the imposition of any fee or
    

24
<PAGE>
                    charge if there have been no more than three transfers made
                    in the Contract Year (twelve if the Contract Value is at
                    least $5000 at the time of transfer). For additional
                    transfers, the Company reserves the right to deduct a
                    transfer fee of up to $10 (See "Charges and Deductions --
                    Deduction for Transfer Fee"). This Contract is not designed
                    for professional market timing organizations or other
                    entities using programmed and frequent transfers.

   
                    After the Annuity Date, provided a variable annuity option
                    was selected, the Owner may make up to three transfers
                    between Variable Sub-Accounts in any Contract Year.
    

                    All transfers are subject to the following:
                    A. The deduction of any transfer fee that may be imposed.
                       The transfer fee will be deducted from the amount which
                       is transferred if the entire amount in the Sub-Account is
                       being transferred, otherwise from the Sub-Account from
                       which the transfer is made.
   
                    B. The minimum amount which may be transferred is the lesser
                       of (i) $2,500 per Fixed Account Sub-Account or $500 per
                       Variable Account Sub-Account; or (ii) the Owner's entire
                       interest in the Sub-Account.
    
   
                    C. No partial transfer will be made if the Owner's remaining
                       Contract Value in the Sub-Account will be less than $500.
    
                    D. Transfers will be effected during the Valuation Period
                       next following receipt by the Company of a written
                       transfer request (or by telephone, if authorized)
                       containing all required information. However, no transfer
                       may be made effective within seven calendar days of the
                       date on which the first annuity payment is due. Transfers
                       may not be permitted during the right-to-examine period.
                    E. Any transfer request must clearly specify the amount
                       which is to be transferred and the Sub-Accounts which are
                       to be affected.
                    F. Transfers of all or a portion of any Fixed Account
                       Sub-Account values are subject to any applicable Market
                       Value Adjustment;
                    G. The Company reserves the right to defer transfers from
                       any Fixed Account Sub-Account for up to six months after
                       date of receipt of the transfer request;
                    H. Transfers involving the Variable Account Sub-Accounts are
                       subject to such restrictions as may be imposed by the
                       Funds;
                    I. The Company reserves the right at any time and without
                       prior notice to any party to terminate, suspend or modify
                       the transfer privileges described above.
                    J. After the Annuity Date, transfers may not take place
                       between a Fixed Annuity Option and a Variable Annuity
                       Option.

                    SURRENDERS AND PARTIAL WITHDRAWALS

   
                    While the Contract is in force and before the Annuity Date,
                    the Company will, upon written request to the Company by the
                    Owner, allow the surrender or Partial Withdrawal of all or a
                    portion of the Contract for its Surrender Value. Such
                    request may also be made by telephone if telephone transfers
                    have been previously authorized in writing. Surrenders or
                    Partial Withdrawals will result in the cancellation of
                    Accumulation Units from each applicable Sub-Account in the
                    ratio that the value of each Sub-Account bears to the total
                    Annuity Account Value, unless the Owner specifies in writing
                    in advance which units are to be cancelled. The Company will
                    pay the amount of any surrender or Partial Withdrawal within
                    seven (7) days of receipt of a valid request, unless the
                    "Delay of Payments" provision is in effect (See "Delay of
                    Payments and Transfers").
    

   
                    Certain tax withdrawal penalties and restrictions may apply
                    to surrenders and partial withdrawal from Contracts (See
                    "Tax Status"). Owners should consult their own tax counsel
                    or other tax adviser regarding any surrenders and partial
                    withdrawals.
    

                                                                              25
<PAGE>
                    The Surrender Value is the Annuity Account Value for the
                    Valuation Period next following the Valuation Period during
                    which the written request to the Company for surrender is
                    received, reduced, in the case of full surrender, by the sum
                    of:
                    A. any applicable premium tax equivalents not previously
                       deducted;
                    B. any applicable Annuity Account Fee;
                    C. any applicable Contingent Deferred Sales Charge; and
   
                    D. any applicable accrued charges for the Optional Death
                       Benefit(s) risk
                       and, for partial withdrawals, by A and C above.
    

                    DELAY OF PAYMENTS AND TRANSFERS

                    The Company reserves the right to suspend or postpone
                    payments or transfers for any period when:
                    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 Variable Account is not reasonably
                       practicable or it is not reasonably practicable to
                       determine the value of the Variable Account's net assets;
                       or
   
                    4. during any other period when the Commission, by order, so
                       permits for the protection of Owners.
    

                    The applicable rules and regulations of the Commission will
                    govern as to whether the conditions described in 2. and 3.
                    exist.

                    The Company reserves the right to defer the payment or
                    transfer of amounts withdrawn from any Fixed Account
                    Sub-Account for a period not to exceed six months from the
                    date written request for such withdrawal or transfer is
                    received by the Company. If payment or transfer is deferred
                    beyond thirty (30) days, the Company will pay interest of
                    not less than 3% per year on amounts so deferred.

                    In addition, payment of the amount of any withdrawal
                    derived, all or in part, from any Premium Payment paid to
                    the Company by check or draft may be postponed until the
                    Company determines the check or draft has been honored.

                    MARKET VALUE ADJUSTMENT

                    Any surrender or transfer of a Fixed Account Guaranteed
                    Period Amount, other than a surrender or transfer pursuant
                    to an election which becomes effective upon the Expiration
                    Date of the Guaranteed Period, will be subject to a Market
                    Value Adjustment ("MVA"). The MVA will be applied to the
                    amount being surrendered or transferred after deduction of
                    any applicable Annuity Account Fee and before deduction of
                    any applicable surrender charge.

                    The MVA generally reflects the relationship between the
                    Index Rate (based upon the Treasury Constant Maturity Series
                    published by the Federal Reserve) in effect at the time a
                    Premium Payment is allocated to a Sub-Account's Guaranteed
                    Period under the Contract and the Index Rate in effect at
                    the time of the Premium Payment's surrender or transfer. It
                    also reflects the time remaining in the Sub-Account's
                    Guaranteed Period. Generally, if the Index Rate at the time
                    of surrender or transfer is lower than the Index Rate at the
                    time the Premium Payment was allocated, then the application
                    of the MVA will result in a higher payment upon surrender or
                    transfer. Similarly, if the Index Rate at the time of
                    surrender or transfer is higher than the Index Rate at the
                    time the Premium Payment was allocated, the application of
                    the MVA will generally result in a lower payment upon
                    surrender or transfer.

26
<PAGE>
                    The MVA is computed by applying the following formula:

                                               (1+A)N

                                     -------------------------
                                               (1+B)N

                    where:

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

                    B = an Index Rate (based on the Treasury Constant Maturity
                    Series published by the Federal Reserve) for a security with
                    time to maturity equal to the Sub-Account's Guaranteed
                    Period, determined at the time of surrender or transfer,
                    plus a 0.50% adjustment (unless otherwise limited by
                    applicable state law). If Index Rates "A" and "B" are within
                    .25% of each other when the index rate factor is determined,
                    no such percentage adjustment to "B" will be made, unless
                    otherwise required by state law. This adjustment builds into
                    the formula a factor representing direct and indirect costs
                    to the Company associated with liquidating general account
                    assets in order to satisfy surrender requests. This
                    adjustment of 0.50% has been added to the denominator of the
                    formula because it is anticipated that a substantial portion
                    of applicable general account portfolio assets will be in
                    relatively illiquid securities. Thus, in addition to direct
                    transaction costs, if such securities must be sold (E.G.,
                    because of surrenders), the market price may be lower.
                    Accordingly, even if interest rates decline, there will not
                    be a positive adjustment until this factor is overcome, and
                    then any adjustment will be lower than otherwise, to
                    compensate for this factor. Similarly, if interest rates
                    rise, any negative adjustment will be greater than
                    otherwise, to compensate for this factor. If interest rates
                    stay the same, this factor will result in a small but
                    negative Market Value Adjustment.

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

                    See the Statement of Additional information for examples of
                    the application of the Market Value Adjustment.

   
                    DEATH OF THE OWNER BEFORE THE ANNUITY DATE
    

   
                    In the event of death of the Owner (or the Annuitant, if the
                    Owner is a non-natural person) prior to the Annuity Date, a
                    death benefit is payable to the Beneficiary designated by
                    the Owner. The value of the death benefit will be determined
                    as of the Valuation Period next following the date both due
                    proof of death (a certified copy of the Death Certificate)
                    and a payment election are received by the Company. Unless
                    the Optional Death Benefit is selected, the value of the
                    death benefit is equal to the Annuity Account Value. The
                    Beneficiary may, at any time before the end of the sixty
                    (60) day period immediately following receipt of due proof
                    of death by the Company, elect the death benefit to be paid
                    as follows:
    
                    1. the payment of the entire death benefit within five years
                       of the date of the death of the Owner or Annuitant,
                       whichever is applicable; or
                    2. payment over the lifetime of the designated 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 Owner or Annuitant,
                       whichever is applicable (see "Annuity Provisions --
                       Annuity Options"); or
                    3. payment in accordance with one of the settlement options
                       under the Contract (see "Annuity Provisions -- Annuity
                       Options"); or
                    4. if the designated Beneficiary is the Owner's spouse,
                       he/she can continue the Contract in his/her own name.

                                                                              27
<PAGE>
                    If no payment option is elected, a single sum settlement
                    will be made by the Company within seven (7) days of the end
                    of the sixty (60) day period following receipt of due proof
                    of death of the Owner or Annuitant as applicable.

                    If the Owner is a non-natural person, then for purposes of
                    the death benefit, the Annuitant shall be treated as the
                    Owner.

                    DEATH OF THE ANNUITANT BEFORE THE ANNUITY DATE

   
                    If the Annuitant dies prior to the Annuity Date and the
                    Annuitant is different from the Owner, the Owner, if a
                    natural person, may designate a new Annuitant. Unless and
                    until one is designated, the Owner will be the Annuitant. If
                    the Owner is not a natural person, then the death benefit is
                    paid on the Annuitant's death.
    

                    DEATH OF THE ANNUITANT AFTER THE ANNUITY DATE

                    If the Annuitant dies after the Annuity Date, the death
                    benefit, if any, will be as specified in the Annuity Option
                    elected. The Company will require due proof of the
                    Annuitant's death. Death benefits will be paid at least as
                    rapidly as under the method of distribution in effect at the
                    Annuitant's death.

                    CHANGE IN OPERATION OF VARIABLE ACCOUNT

                    At the Company's election and if deemed in the best
                    interests of persons having voting rights under the
                    Contracts, the Variable Account may be operated as a
                    management company under the 1940 Act or any other form
                    permitted by law; de-registered under the 1940 Act in the
                    event registration is no longer required (deregistration of
                    the Variable Account requires an order by the Commission);
                    or combined with one or more other separate accounts. To the
                    extent permitted by applicable law, the Company also may
                    transfer the assets of the Variable Account associated with
                    the Contracts to another account or accounts. In the event
                    of any change in the operation of the Variable Account
                    pursuant to this provision, the Company may make appropriate
                    endorsement to the Contracts to reflect the change and take
                    such other action as may be necessary and appropriate to
                    effect the change.

                    MODIFICATION

                    Upon notice to the Owner (or the Payee(s) during the Annuity
                    Period), the Contracts may be modified by the Company if
                    such modification: (i) is necessary to make the Contracts or
                    the Variable Account comply with, or take advantage of, any
                    law or regulation issued by a governmental agency to which
                    the Company or the Variable Account is subject; or (ii) is
                    necessary to attempt to assure continued qualification of
                    the Contracts under the Code or other federal or state laws
                    relating to retirement annuities or annuity contracts; or
                    (iii) is necessary to reflect a change in the operation of
                    the Variable Account or its Sub-Account(s) (See "Change in
                    Operation of Variable Account"); or (iv) provides additional
                    Variable Account and/or fixed accumulation options. In the
                    event of any such modification, the Company may make
                    appropriate endorsement to the Contracts to reflect such
                    modification.

                    In addition, upon notice to the Owner, the Contracts may be
                    modified by the Company to change the withdrawal charges,
                    Annuity Account Fees, mortality and expense risk charges,
                    administrative expense charges, the tables used in
                    determining the amount of the first monthly fixed annuity
                    payment, and the formula used to calculate the Market Value
                    Adjustment, provided that such modification shall apply only
                    to Contracts established after the effective date of such
                    modification. In order to exercise its modification rights
                    in these particular instances, the Company must notify the
                    Owner of

28
<PAGE>
                    such modification in writing. All of the charges and the
                    annuity tables which are provided in the Contracts prior to
                    any such modification will remain in effect permanently,
                    unless improved by the Company, with respect to Contracts
                    established prior to the effective date of such
                    modification.

                    DISCONTINUANCE

                    The Company reserves the right to limit or discontinue the
                    offer and issuance of new Contracts. Such limitation or
                    discontinuance shall have no effect on rights or benefits
                    with respect to any Contracts issued prior to the effective
                    date of such limitation or discontinuance.

ANNUITY PROVISIONS

                    ANNUITY DATE; CHANGE IN ANNUITY DATE AND ANNUITY OPTION

   
                    The Owner selects an Annuity Date at the time of
                    application. The Owner may, upon at least thirty (30) days
                    prior written notice to the Company, at any time prior to
                    the Annuity Date, change the Annuity Date. The Annuity Date
                    must always be the first day of a calendar month. The
                    Annuity Date may not be later than the month following the
                    Annuitant's 90th birthday.
    

   
                    The Owner may, upon at least (30) days prior written notice
                    to the Company, at any time prior to the Annuity Date,
                    select and/or change the Annuity Option.
    

                    ANNUITY OPTIONS

   
                    Instead of having the proceeds paid in one sum, the Owner
                    may select one of the Annuity Options. These may be on a
                    fixed or variable basis, or a combination thereof. The
                    Annuity Option must be selected at least 30 days prior to
                    the Annuity Date. The Company may, at the time of election
                    of an Annuity Option, offer more favorable rates in lieu of
                    those guaranteed. The Company also may make available other
                    settlement options. The Company uses sex distinct or unisex
                    annuity rate tables when determining appropriate annuity
                    payments.
    

                    FIXED OPTIONS

                    Under a fixed option, once the selection has been made and
                    payments have begun, the amount of the payments will not
                    vary. The fixed options currently available are:

                    FIRST OPTION -- LIFE ANNUITY. The Company will make equal
                    monthly payments during the life of the Annuitant, ceasing
                    with the last payment due prior to the death of the
                    Annuitant.

                    SECOND OPTION -- LIFE ANNUITY WITH CERTAIN PERIOD. The
                    Company will make equal monthly payments during the life of
                    the Annuitant, but at least for the minimum period shown in
                    the annuity tables contained in the Contract. The amount of
                    each monthly payment per $1,000 of proceeds is based on the
                    age and gender classification (in accordance with state law)
                    of the Annuitant when the first payment is made and on the
                    minimum period chosen.

                    THIRD OPTION -- LIFE ANNUITY WITH CASH REFUND. The Company
                    will make equal monthly payments during the life of the
                    Annuitant. Upon the death of the Annuitant, after payments
                    have started, the Company will pay in one sum any excess of
                    the amount of the proceeds applied under this Option over
                    the total of all payments made under this Option. The amount
                    of each monthly payment per $1,000 of proceeds is based on
                    the age and gender (in accordance with state law) of the
                    Annuitant when the first payment is made.

                                                                              29
<PAGE>
                    FOURTH OPTION -- ANNUITY CERTAIN. The Company will make
                    equal monthly payments for a number of years selected, not
                    less than five or more than thirty years.

                    VARIABLE OPTIONS

                    The actual dollar amount of variable annuity payments is
                    dependent upon (i) the Annuity Account Value at the time of
                    annuitization, (ii) the annuity table specified in the
                    Contract, (iii) the Annuity Option selected, and (iv) the
                    investment performance of the Sub-Account selected.

                    The dollar amount of the first monthly variable annuity
                    payment is determined by applying the available value (after
                    deduction of any premium tax equivalents not previously
                    deducted) to the table using the age and gender (in
                    accordance with state law) of the Annuitant. The number of
                    Annuity Units is then determined by dividing this dollar
                    amount by the then current Annuity Unit value. Thereafter,
                    the number of Annuity Units remains unchanged during the
                    period of annuity payments. This determination is made
                    separately for each Sub-Account of the Variable Account. The
                    number of Annuity Units is determined for each Sub-Account
                    and is based upon the available value in each Sub-Account as
                    of the date annuity payments are to begin.

                    The dollar amount determined for each Sub-Account will then
                    be aggregated for purposes of making payments.

                    The dollar amount of the second and later variable annuity
                    payments is equal to the number of Annuity Units determined
                    for each Sub-Account times the Annuity Unit value for that
                    Sub-Account as of the due date of the payment. This amount
                    may increase or decrease from month to month.

                    The annuity tables contained in the Contract are based on a
                    three percent (3%) assumed net investment rate. If the
                    actual net investment rate exceeds three percent (3%),
                    payments will increase. Conversely, if the actual rate is
                    less than three percent (3%), annuity payments will
                    decrease.

                    The Annuitant receives the value of a fixed number of
                    Annuity Units each month. The value of a fixed number of
                    Annuity Units will reflect the investment performance of the
                    Sub-Account selected and the amount of each annuity payment
                    will vary accordingly.

                    The Annuity Unit Value for a Sub-Account is determined by
                    multiplying the Annuity Unit Value for that Sub-Account for
                    the preceding Valuation Period by the Net Investment Factor
                    for the current Valuation Period (calculated as described on
                    pages 18 and 19 of this Prospectus) and multiplying the
                    result by 0.999919020, the daily factor to neutralize the
                    assumed net investment rate, discussed above, of 3% per
                    annum which is built into the annuity rate table. It may
                    increase or decrease from Valuation Period to Valuation
                    Period.

                    The variable options currently available are:

                    OPTION I -- VARIABLE LIFE ANNUITY. Monthly annuity payments
                    are paid during the life of an Annuitant, ceasing with the
                    last annuity payment due prior to the Annuitant's death.

                    OPTION II -- VARIABLE LIFE ANNUITY WITH CERTAIN
                    PERIOD. Monthly annuity payments are paid during the life of
                    an Annuitant, but at least for the minimum period selected,
                    which may be five, ten, fifteen or twenty years;

                    OPTION III -- VARIABLE ANNUITY CERTAIN. Monthly annuity
                    payments are paid for a number of years selected, not less
                    than five or more than thirty years. Under this Option III,
                    the Annuitant may elect at any time during the period that
                    all or a portion of future payments be commuted and paid in
                    a lump sum or applied under Option I or Option II, subject
                    to the Company's rules about minimum payment amounts.

30
<PAGE>
                    After the Annuity Date, the payee may, by written request to
                    the Variable Products Service Center, exchange Annuity Units
                    of one Variable Sub-Account for Annuity Units of equivalent
                    value in another Variable Sub-Account up to three times each
                    Contract Year.

                    EVIDENCE OF SURVIVAL

                    The Company reserves the right to require evidence of the
                    survival of any Payee at the time any payment payable to
                    such Payee is due under the following Annuity Options: Life
                    Annuity (fixed), Life Annuity with Certain Period (fixed),
                    Cash Refund Life Annuity (fixed), Variable Life Annuity, and
                    Variable Life Annuity with Certain Period.

                    ENDORSEMENT OF ANNUITY PAYMENTS

                    The Company will make each annuity payment at its Home
                    Office by check. Each check must be personally endorsed by
                    the Payee or the Company may require that proof of the
                    Annuitant's survival be furnished.

DISTRIBUTION OF THE CONTRACTS

                    CIGNA Financial Advisors, Inc. ("CFA"), located at 900
                    Cottage Grove Road, Hartford, CT 06152, acts as the
                    principal underwriter and the distributor of the Contracts
                    as well as of variable life insurance policies and other
                    variable annuity contracts issued by the Company. CFA, a
                    registered broker-dealer under the Securities Exchange Act
                    of 1934, is a wholly-owned subsidiary of Connecticut General
                    Corporation. The Contracts are offered on a continuous
                    basis. CFA and the Company may enter into agreements to sell
                    the Contracts through various broker-dealers whose agents
                    are licensed to sell the Contracts.

PERFORMANCE DATA

                    MONEY MARKET SUB-ACCOUNT

                    From time to time, the Money Market Sub-Account may
                    advertise its "yield" and "effective yield." Both yield
                    figures will be 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
                    Annuity Account Values in the Money Market Sub-Account over
                    a seven-day period (which period will be stated in the
                    advertisement). This income is then "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 Annuity Account
                    Values in the Money Market Sub-Account. The "effective
                    yield" is calculated similarly but, when annualized, the
                    income earned by Annuity Account Values in the Money Market
                    Sub-Account is assumed to be reinvested. The "effective
                    yield" will be slightly higher than the "yield" because of
                    the compounding effect of this assumed reinvestment. The
                    computation of the yield calculation includes a deduction
                    for the Mortality and Expense Risk Charge, the
                    Administrative Expense Charge, and the Annuity Account Fee.

                    OTHER VARIABLE ACCOUNT SUB-ACCOUNTS

   
                    From time to time, the other Variable Account Sub-Accounts
                    may publish their current yields and total returns in
                    advertisements and communications to Owners. The current
                    yield for each Variable Account Sub-Account will be
                    calculated by dividing the annualization of the dividend and
                    interest income earned by the underlying Fund during a
                    recent 30-day period by the maximum Accumulation Unit value
                    at the end of such period. Total return information will
                    include the underlying Fund's average annual compounded rate
                    of return over the most recent four calendar quarters and
                    the period from the underlying Fund's inception of
                    operations, based upon the value of the
    

                                                                              31
<PAGE>
                    Accumulation Units acquired through a hypothetical $1,000
                    investment at the Accumulation Unit value at the beginning
                    of the specified period and upon the value of the
                    Accumulation Unit at the end of such period, assuming
                    reinvestment of all distributions and the deduction of the
                    Mortality and Expense Risk Charge, the Administrative
                    Expense Charge and the Annuity Account Fee. Each Variable
                    Account Sub-Account may also advertise aggregate and average
                    total return information over different periods of time.

   
                    In each case, the yield and total return figures will
                    reflect all recurring charges against the Variable Account
                    Sub-Account's income, including the deduction for the
                    Mortality and Expense Risk Charge, the Administrative
                    Expense Charge and the Annuity Account Fee for the
                    applicable time period. Owners should note that the
                    investment results of each Sub-Account will fluctuate over
                    time, and any presentation of a Variable Account
                    Sub-Account's current yield or total return for any prior
                    period should not be considered as a representation of what
                    an investment may earn or what a Owner's yield or total
                    return may be in any future period. See "Historical
                    Performance Data" in the Statement of Additional
                    Information.
    

                    PERFORMANCE RANKING OR RATING

                    The performance of each or all of the Sub-Accounts of the
                    Variable Account may be compared in its advertising and
                    sales literature to the performance of other variable
                    annuity issuers in general or to the performance of
                    particular types of variable annuities investing in mutual
                    funds, or series of mutual funds with investment objectives
                    similar to each of the Sub-Accounts of the Variable Account.
                    Lipper Analytical Services, Inc. ("Lipper") Morningstar
                    Variable Annuity/Life Performance Report of Morningstar,
                    Inc. ("Morningstar") and the Variable Annuity Research and
                    Data Service ("VARDS-Registered Trademark-") are independent
                    services which monitor and rank or rate the performance of
                    variable annuity issuers in each of the major categories of
                    investment objectives on an industry-wide basis.

                    Lipper's rankings include variable life issuers as well as
                    variable annuity issuers. VARDS-Registered Trademark-
                    rankings compare only variable annuity issuers. Morningstar
                    ratings include mutual funds used by both variable life and
                    variable annuity issuers. The performance analyses prepared
                    by Lipper and VARDS-Registered Trademark- rank such issuers
                    on the basis of total return, assuming reinvestment of
                    distributions, but do not take sales charges, redemption
                    fees or certain expense deductions at the separate account
                    level into consideration. In addition,
                    VARDS-Registered Trademark- prepares risk-adjusted rankings,
                    which consider the effects of market risk on total return
                    performance. This type of ranking may address the question
                    as to which funds provide the highest total return with the
                    least amount of risk. Morningstar assigns ratings of zero to
                    five stars to the mutual funds taking into account primarily
                    historical performance and risk factors.

TAX STATUS

                    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.
                    OWNERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING
                    THE POSSIBILITY OF SUCH CHANGES. THE COMPANY DOES NOT
                    GUARANTEE THE TAX STATUS OF THE CONTRACTS. OWNERS BEAR THE
                    COMPLETE RISK THAT THE CONTRACTS MAY NOT BE TREATED AS
                    "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS.

                    GENERAL

   
                    Section 72 of the Code governs taxation of annuities in
                    general. An Owner is not taxed on increases in the value of
                    a Contract until distribution occurs, either in the form of
                    a
    

32
<PAGE>
                    lump sum payment or as annuity payments under the Settlement
                    Option elected. For a lump sum payment received as a total
                    surrender (total redemption), 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 Premium 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, the taxable portion is determined by a
                    formula which establishes the ratio that the cost basis of
                    the Contract bears to the total value of annuity payments
                    for the term of the Contract. The taxable portion is taxed
                    at ordinary income 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. Owners, Annuitants and
                    Beneficiaries under the Contracts should seek competent
                    financial advice about the tax consequences of any
                    distributions.
    

                    The Company is taxed as a life insurance company under
                    Subchapter L of the Code. For federal income tax purposes,
                    the Variable Account is not a separate entity from the
                    Company, and its operations form a part of the Company.
                    Accordingly, the Variable Account will not be taxed
                    separately as a "regulated investment company" under
                    Subchapter M of the Code. The Company does not expect to
                    incur any federal income tax liability with respect to
                    investment income and net capital gains arising from the
                    activities of the Variable Account retained as part of the
                    reserves under the Contract. Based on this expectation, it
                    is anticipated that no charges will be made against the
                    Variable Account for federal income taxes. If, in future
                    years, any federal income taxes or other economic burden are
                    incurred by the Company with respect to the Variable Account
                    or the Contracts, the Company may make a charge for any such
                    amounts that are attributable to the Variable Account.

                    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 adequately diversified in accordance with
                    regulations prescribed by the United States Treasury
                    Department ("Treasury Department"). Disqualification of the
                    Contract as an annuity contract would result in imposition
                    of federal income tax to the 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 fifty-five percent (55%) of the total
                    assets consist of cash, cash items, U.S. government
                    securities and securities of other regulated investment
                    companies.
    

   
                    Treasury Department regulations (Treas. Reg. 1.817-5)
                    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.
    

                                                                              33
<PAGE>
                    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, and the Trusts have undertaken, that
                    all Funds underlying the Contracts will be managed in such a
                    manner as to comply with these diversification requirements.

   
                    The Treasury Department has indicated that guidelines may be
                    forthcoming under which a variable annuity contract will not
                    be treated as an annuity contract for tax purposes if the
                    owner of the contract has excessive control over the
                    investments underlying the contract (i.e., by being able to
                    transfer values among sub-accounts with only limited
                    restrictions). The issuance of such guidelines may require
                    the Company to impose limitations on a Owner's right to
                    control the investment. It is not known whether any such
                    guidelines would have a retroactive effect.
    

                    DISTRIBUTION REQUIREMENTS

                    Section 72(s) of the Code requires that in order to be
                    treated as an annuity contract for Federal income tax
                    purposes, any Nonqualified Contract must provide that (a) if
                    any Owner dies on or after the Annuity Date but prior to the
                    time the entire interest in the Contract has been
                    distributed, the remaining portion of such interest will be
                    distributed at least as rapidly as under the method of
                    distribution being used when the Owner died; and (b) if any
                    Owner dies prior to the Annuity Date, the entire interest in
                    the Contract will be distributed within five years after
                    such death. These requirements will be considered satisfied
                    as to any portion of the Owner's interest which is payable
                    to or for the benefit of a "designated beneficiary" and
                    which is distributed over the life of such "designated
                    beneficiary" or over a period not extending beyond the life
                    expectancy of that beneficiary, provided that such
                    distributions begin within one year of the Owner's death.
                    The Owner's "designated beneficiary" is the person
                    designated by such Owner as a Beneficiary and to whom
                    ownership of the Contract passes by reason of death and must
                    be a natural person. However, if the Owner's "designated
                    beneficiary" is the surviving spouse of the Owner, the
                    Contract may be continued with the surviving spouse as the
                    new Owner.

                    The Contracts contain provisions which are intended to
                    comply with the requirements of Section 72(s) of the Code,
                    although no regulations interpreting these requirements have
                    yet been issued. The Company intends to review such
                    provisions and modify them if necessary to try to assure
                    that they comply with the Section 72(s) requirements when
                    clarified by regulation or otherwise. Similar rules may
                    apply to a Qualified Contract.

                    MULTIPLE CONTRACTS

   
                    The Code provides that multiple non-qualified annuity
                    Contracts which are issued during a calendar year to the
                    same 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. Owners should consult a tax adviser prior to
                    purchasing more than one nonqualified annuity Contract in
                    any single calendar year.
    

                    TAX TREATMENT OF ASSIGNMENTS

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

34
<PAGE>
                    WITHHOLDING

                    Withholding of federal income taxes on the taxable portion
                    of all distributions may be required unless the recipient
                    elects not to have any such amounts withheld and properly
                    notifies the Company of that election. Different rules may
                    apply to United States citizens or expatriates living
                    abroad. Withholding is mandatory for certain distributions
                    from Qualified Contracts. In addition, some states have
                    enacted legislation requiring withholding.

                    SECTION 1035 EXCHANGES

                    Code Section 1035 generally provides that no gain or loss
                    shall be recognized on the exchange of one annuity contract
                    for another. If the surrendered contract was issued prior to
                    August 14, 1982, the tax rules that formerly provided that
                    the surrender was taxable only to the extent the amount
                    received exceeds the owner's investment in the contract will
                    continue to apply to amounts allocable to investment in the
                    contract before August 14, 1982. Special rules and
                    procedures apply to Code Section 1035 transactions.
                    Prospective purchasers wishing to take advantage of Code
                    Section 1035 should consult their tax advisers.

                    TAX TREATMENT OF WITHDRAWALS --
                    NON-QUALIFIED CONTRACTS

   
                    Section 72 of the Code governs the treatment of
                    distributions from annuity contracts. It provides that if
                    the Annuity Account Value exceeds the aggregate Premium
                    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 includable in gross income. It
                    further provides that a ten percent (10%) penalty will apply
                    to the income portion of any premature distribution.
                    However, the penalty is not imposed on amounts received: (a)
                    after the Payee reaches age 59 1/2; (b) after the death of
                    the Owner (or, if the Owner is a non-natural person, the
                    Annuitant); (c) if the Payee 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 Payee or for the joint lives (or
                    joint life expectancies) of the Payee and his/her
                    beneficiary; (e) under an immediate annuity; or (f) which
                    are allocable to Premium Payments made prior to August 14,
                    1982.
    

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

                    QUALIFIED PLANS

   
                    The Contracts offered by this Prospectus are designed to be
                    suitable for use under various types of Qualified Plans.
                    Because of the minimum purchase payment requirements, these
                    Contracts may not be appropriate for some periodic payment
                    retirement plans. Taxation of participants in each Qualified
                    Plan varies with the type of plan and terms and conditions
                    of each specific plan. 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. Although the Company provides administration
                    for the Contract, it does not provide administrative support
                    for Qualified Plans. 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
    

                                                                              35
<PAGE>
                    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 in connection with a Qualified Plan.

                    Special favorable tax treatment may be available for certain
                    types of contributions and distributions (including special
                    rules for certain lump sum distributions). Adverse tax
                    consequences may result from contributions in excess of
                    specified limits, distributions prior to age 59 1/2 (subject
                    to certain exceptions), distributions that do not conform to
                    specified minimum distribution rules, aggregate
                    distributions in excess of a specified annual amount, and in
                    certain other circumstances. Therefore, the Company makes no
                    attempt to provide more than general information about use
                    of the Contract with the various types of qualified plans.
                    Purchasers and participants under qualified plans as well as
                    Annuitants, Payees and Beneficiaries are cautioned that the
                    rights of any person to any benefits under qualified plans
                    may be subject to the terms and conditions of the plan
                    themselves, regardless of the terms and conditions of the
                    Contract issued in connection therewith.

                    SECTION 403(B) PLANS

                    Under Section 403(b) of the Code, payments made by public
                    school systems and certain tax exempt organizations to
                    purchase annuity policies for their employees are excludable
                    from the gross income of the employee, subject to certain
                    limitations. However, such payments may be subject to FICA
                    (Social Security) taxes. Additionally, in accordance with
                    the requirements of the Code, Section 403(b) annuities
                    generally may not permit distribution of (i) elective
                    contributions made in years beginning after December 31,
                    1988, and (ii) earnings on those contributions and (iii)
                    earnings on amounts attributed to elective contributions
                    held as of the end of the last year beginning before January
                    1, 1989. Distributions of such amounts will be allowed only
                    upon the death of the employee, on or after attainment of
                    age 59 1/2, separation from service, disability, or
                    financial hardship, except that income attributable to
                    elective contributions may not be distributed in the case of
                    hardship.

                    INDIVIDUAL RETIREMENT ANNUITIES

                    Sections 219 and 408 of the Code permit individuals or their
                    employers to contribute to an individual retirement program
                    known as an "Individual Retirement Annuity" or an "IRA".
                    Individual Retirement Annuities are subject to limitation on
                    the amount which may be contributed and deducted and the
                    time when distributions may commence. In addition,
                    distributions from certain other types of qualified plans
                    may be placed into an Individual Retirement Annuity on a
                    tax-deferred basis.

                    CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS

                    Section 401(a) and 403(a) of the Code permit corporate
                    employers to establish various types of retirement plans for
                    employees and self-employed individuals to establish
                    qualified plans for themselves and their employees. Such
                    retirement plans may permit the purchase of the Contracts to
                    provide benefits under the plans.

                    DEFERRED COMPENSATION PLANS

                    Section 457 of the Code, while not actually providing for a
                    qualified plan as that term is normally used, provides for
                    certain deferred compensation plans with respect to service
                    for state governments, local governments, political
                    sub-divisions, agencies, instrumentalities and certain
                    affiliates of such entities and tax exempt organizations
                    which enjoy

36
<PAGE>
                    special treatment. The Contracts can be used with such
                    plans. Under such plans a participant may specify the form
                    of investment in which his or her participation will be
                    made. All such investments, however, are owned by, and are
                    subject to, the claims of the general creditors of the
                    sponsoring employer.

                    The above description of federal income tax consequences
                    pertaining to the different types of Qualified Plans that
                    may be funded by the Contracts is only a brief summary and
                    is not intended as tax advice. The rules governing the
                    provisions of Qualified Plans are extremely complex and
                    often difficult to comprehend. Anything less than full
                    compliance with the applicable rules, all of which are
                    subject to change, may have significant adverse tax
                    consequences. A prospective purchaser considering the
                    purchase of a Contract in connection with a Qualified Plan
                    should first consult a qualified and competent tax adviser
                    with regard to the suitability of the Contract as an
                    investment vehicle for the Qualified Plan.

                    TAX TREATMENT OF WITHDRAWALS --
                    QUALIFIED CONTRACTS

   
                    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, 403(b), 408 and 457. To the extent
                    amounts are not includable in gross income because they have
                    been properly 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
                    Payee reaches age 59 1/2; (b) distributions following the
                    death of the Owner or Annuitant (as applicable) or
                    disability of the Payee (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 Payee or the joint lives (or joint life expectancies)
                    of such Payee and his/her designated beneficiary; (d)
                    distributions to a Payee who has separated from service
                    after attaining age 55; (e) distributions made to the extent
                    such distributions do not exceed the amount allowable as a
                    deduction under Code Section 213 to the Payee 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 Items (d), (e) and (f) above do not
                    apply in the case of an Individual Retirement Annuity.

FINANCIAL STATEMENTS

                    Audited financial statements of the Company as of December
                    31, 1994 and 1993 and for each of the three years in the
                    period ended December 31, 1994 are included in the Statement
                    of Additional Information. No financial statements are
                    included for the Variable Account, which did not commence
                    operations until April 10, 1995.

LEGAL PROCEEDINGS

                    There are no legal proceedings to which the Variable
                    Account, the Distributor or the Company is a party except
                    for routine litigation which the Company does not believe is
                    relevant to the Contracts offered by this Prospectus.

                                                                              37
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional Information is available (at no cost) which contains
more details concerning some subjects discussed in this Prospectus. The
following is the Table of Contents for that Statement:
   
<TABLE>
<CAPTION>
               TABLE OF CONTENTS                     PAGE
<S>                                               <C>
THE CONTRACTS-GENERAL PROVISIONS................           3
  The Contracts.................................           3
  Loans.........................................           3
  Non-Participating Contracts...................           3
  Misstatement of Age...........................           3
  Variable Accumulation Unit Value and
   Variable Accumulation Value..................           3
  Net Investment Factor.........................           4
SAMPLE CALCULATIONS AND TABLES..................           4
  Variable Account Unit Value Calculations......           4
  Withdrawal Charge and Market Value Adjustment
   Tables.......................................           5
STATE REGULATION OF THE COMPANY.................           6

<CAPTION>
               TABLE OF CONTENTS                     PAGE
<S>                                               <C>
ADMINISTRATION..................................           7
PERIODIC REPORTS................................           7
DISTRIBUTION OF THE CONTRACTS...................           7
CUSTODY OF ASSETS...............................           7
HISTORICAL PERFORMANCE DATA.....................           8
  Money Market Sub-Account Yield................           8
  Other Sub-Account Yields......................           8
  Total Returns.................................           9
  Other Performance Data........................           9
LEGAL MATTERS...................................          10
LEGAL PROCEEDINGS...............................          10
EXPERTS.........................................          10
FINANCIAL STATEMENTS............................          10
</TABLE>
    

38
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>
   
      [LOGO]

                                                                   537401 (8/95)
    
<PAGE>
                              PART B. STATEMENT OF
                             ADDITIONAL INFORMATION
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION

             ACCRU-REGISTERED TRADEMARK- VARIABLE ANNUITY CONTRACTS

                                 Issued through

                    CG VARIABLE ANNUITY SEPARATE ACCOUNT II

                                   Offered by

                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY

                              Home Office Location
                             900 Cottage Grove Road
                          Hartford, Connecticut 06152

                                Mailing Address
                           CIGNA Individual Insurance
                        Variable Products Service Center
                                 Routing S-154
                        Hartford, Connecticut 06152-2154

   
    This Statement of Additional Information ("Statement") expands upon subjects
discussed in the current Prospectus for the ACCRU-Registered Trademark- Variable
Annuity   Contracts  (the  "Contracts")  offered  by  Connecticut  General  Life
Insurance Company  through CG  Variable  Annuity Separate  Account II.  You  may
obtain a copy of the Prospectus dated August  , 1995, by calling (800) 552-9898,
or  by writing to  Variable Products Service  Center, Routing S-154, Connecticut
General Life Insurance Company, Hartford, Connecticut 06152-2154. Terms used  in
the current Prospectus for the Contracts are incorporated in this Statement.
    

    THIS  STATEMENT OF ADDITIONAL INFORMATION IS  NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE  PROSPECTUS FOR THE CONTRACTS AND CG  VARIABLE
ANNUITY SEPARATE ACCOUNT II.

   
Dated: August  , 1995
    

                                       1
<PAGE>
                               TABLE OF CONTENTS

   
<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                  -----
<S>                                                                                                          <C>
THE CONTRACTS -- GENERAL PROVISIONS........................................................................           3
  The Contracts............................................................................................           3
  Loans....................................................................................................           3
  Non-Participating Contracts..............................................................................           3
  Misstatement of Age......................................................................................           3

CALCULATION OF VARIABLE ACCOUNT VALUES.....................................................................           3
  Variable Accumulation Unit Value.........................................................................           3
  Net Investment Factor....................................................................................           4

SAMPLE CALCULATIONS AND TABLES.............................................................................           4
  Variable Account Unit Value Calculations.................................................................           4
  Withdrawal Charge and Market Value Adjustment Tables.....................................................           5

STATE REGULATION OF THE COMPANY............................................................................           6

ADMINISTRATION.............................................................................................           7

PERIODIC REPORTS...........................................................................................           7

DISTRIBUTION OF THE CONTRACTS..............................................................................           7

CUSTODY OF ASSETS..........................................................................................           7

HISTORICAL PERFORMANCE DATA................................................................................           8
  Money Market Sub-Account Yield...........................................................................           8
  Other Sub-Account Yields.................................................................................           8
  Total Returns............................................................................................           9
  Other Performance Data...................................................................................           9

LEGAL MATTERS..............................................................................................          10

LEGAL PROCEEDINGS..........................................................................................          10

EXPERTS....................................................................................................          10

FINANCIAL STATEMENTS.......................................................................................          10
</TABLE>
    

                                       2
<PAGE>
   
    In  order to  supplement the  description in  the Prospectus,  the following
provides additional information about Connecticut General Life Insurance Company
(the "Company") and the Contracts  which may be of  interest to an Owner.  Terms
have the same meaning as in the Prospectus, unless otherwise indicated.
    

                      THE CONTRACTS -- GENERAL PROVISIONS

THE CONTRACTS

    A Contract, attached riders, amendments and any application, form the entire
contract.  Only the President, a Vice President,  a Secretary, a Director, or an
Assistant Director  of  the Company  may  change or  waive  any provision  in  a
Contract.  Any changes or waivers must be  in writing. The Company may change or
amend the Contracts if such change  or amendment is necessary for the  Contracts
to  comply  with  or  take  advantage  of any  state  or  federal  law,  rule or
regulation.

LOANS

    Under the Contracts, loans are not permitted.

NON-PARTICIPATING CONTRACTS

    The Contracts do not participate or share in the profits or surplus earnings
of the Company.

MISSTATEMENT OF AGE

    If the age of the Annuitant is misstated, any amounts payable by the Company
under the  Contract will  be adjusted  to  be those  amounts which  the  Premium
Payments  would have purchased  for the correct age,  according to the Company's
rates in effect  on the  Date of  Issue. Any  overpayment by  the Company,  with
interest  at  the rate  of 6%  per  year, compounded  annually, will  be charged
against the payments to be made next succeeding the adjustment. Any underpayment
by the Company will be paid in a lump sum.

   
    If the age or  sex of the  Owner is misstated, the  Company will adjust  the
charge associated with any Optional Death Benefits elected (not available in New
York) to the charges that would have been assessed for the correct age and sex.
    

                     CALCULATION OF VARIABLE ACCOUNT VALUES

   
    On  any Valuation Date, the Variable Account value is equal to the totals of
the values allocated  to the Contracts  in each Sub-Account.  The portion of  an
Owner's  Annuity Account Value held in any Variable Account Sub-Account is equal
to the number  of Sub-Account units  allocated to a  Contract multiplied by  the
Sub-Account accumulation unit value as described below.
    

VARIABLE ACCUMULATION UNIT VALUE

    Upon  receipt of a Premium  Payment by the Company  at its Variable Products
Service Center,  all or  that portion,  if any,  of the  Premium Payment  to  be
allocated  to the Variable Account Sub-Accounts will be credited to the Variable
Account in the  form of Variable  Accumulation Units. The  number of  particular
Variable  Accumulation Units to be credited is determined by dividing the dollar
amount allocated to the particular Variable Account Sub-Account by the  Variable
Accumulation  Unit Value for the particular Variable Account Sub-Account for the
Valuation Period during which the Premium  Payment is received at the  Company's
Variable  Products  Service Center  (for the  initial  Premium Payment,  for the
Valuation Period during which the Premium Payment is accepted).

   
    The Variable Accumulation Unit Value  for each Variable Account  Sub-Account
was  set initially at  $10.00 for the  first Valuation Period  of the particular
Variable Account Sub-Account. The Variable Account commenced operations on April
10, 1995.  The Variable  Accumulation  Unit Value  for the  particular  Variable
Account  Sub-Account  for  any  subsequent  Valuation  Period  is  determined by
multiplying the Variable  Accumulation Unit  Value for  the particular  Variable
Account  Sub-Account for the  immediately preceding Valuation  Period by the Net
Investment Factor  for  the particular  Variable  Account Sub-Account  for  such
subsequent Valuation Period. The Variable Accumulation Unit
    

                                       3
<PAGE>
Value  for each  Variable Account  Sub-Account for  any Valuation  Period is the
value determined  as of  the end  of  the particular  Valuation Period  and  may
increase,  decrease,  or  remain  constant from  Valuation  Period  to Valuation
Period.

    The Variable Account portion of the  Annuity Account Value, if any, for  any
Valuation  Period is equal to the sum  of the value of all Variable Accumulation
Units of each  Variable Account Sub-Account  credited to the  Contract for  such
Valuation  Period. The value in a  Contract of each Variable Account Sub-Account
is determined by multiplying the number of Variable Accumulation Units, if  any,
credited  to such  Variable Account  Sub-Account in  a Contract  by the Variable
Accumulation Unit Value of the particular Variable Account Sub-Account for  such
Valuation Period.

NET INVESTMENT FACTOR

    The  Net Investment  Factor is  an index  applied to  measure the investment
performance of a Variable Account Sub-Account  from one Valuation Period to  the
next.  The Net Investment  Factor may be greater  or less than  or equal to 1.0;
therefore, the value of a Variable Accumulation Unit may increase, decrease,  or
remain the same.

    The  Net  Investment Factor  for any  Variable  Account Sub-Account  for any
Valuation Period is determined by dividing  (a) by (b) and then subtracting  (c)
from the result where:

    (a) is the net result of:

        (1)  the net asset  value of a  Fund share held  in the Variable Account
           Sub-Account determined as of the end of the Valuation Period, plus

        (2) the per share amount of any dividend or other distribution  declared
           by the Fund on the shares held in the Variable Account Sub-Account if
           the  "ex-dividend" date occurs  during the Valuation  Period, plus or
           minus

        (3) a per  share credit  or charge  with respect  to any  taxes paid  or
           reserved  for by  the Company during  the Valuation  Period which are
           determined by the Company to be attributable to the operation of  the
           Variable Account Sub-Account;

    (b)  is the  net asset value  of a Fund  share held in  the Variable Account
       Sub-Account determined as of the  end of the preceding Valuation  Period;
       and

    (c)  is the asset charge factor determined  by the Company for the valuation
       period to reflect the  charges for assuming  mortality and expense  risks
       and for the administrative expenses.

                         SAMPLE CALCULATIONS AND TABLES

VARIABLE ACCOUNT UNIT VALUE CALCULATIONS

    VARIABLE ACCUMULATION UNIT VALUE CALCULATION.  Assume the net asset value of
a Fund share at the end of the current Valuation Period is $16.50; and its value
at  the  end  of the  immediately  preceding  Valuation Period  was  $16.46; the
Valuation Period  is one  day; and  no dividends  or distributions  caused  Fund
shares  to go "ex-dividend" during the  current Valuation Period. $16.50 divided
by $16.46 is 1.002430134. Subtracting the one day risk factor for mortality  and
expense  risks and the administrative expense  charge of .00003584933 (the daily
equivalent of  the current  charge of  1.30% on  an annual  basis) gives  a  net
investment  factor of 1.00239428467.  If the value  of the Variable Accumulation
Unit for the  immediately preceding  Valuation Period had  been $14.703693,  the
value  for  the  current  Valuation Period  would  be  $14.738898  ($14.703693 X
1.00239428467).

    VARIABLE ANNUITY  UNIT VALUE  CALCULATION.   The  assumptions in  the  above
example exist. Also assume that the value of an Annuity Unit for the immediately
preceding  Valuation Period had  been $13.579136. As  the first variable annuity
payment is determined  by using an  assumed interest  rate of 3%  per year,  the
value  of the Annuity Unit for the  current Valuation Period would be $13.610546
[$13.579136  X  1.00239428467  (the  net  investment  factor)  X   0.999919020].
0.999919020  is the factor, for a one day Valuation Period, that neutralizes the
assumed interest  rate of  three percent  (3%) per  year used  to establish  the
Annuity Payment Rates found in the Contract.

                                       4
<PAGE>
    VARIABLE  ANNUITY PAYMENT CALCULATION.  Assume that a Participant's Variable
Annuity Account  is credited  with 5319.7531  Variable Accumulation  Units of  a
particular  Sub-Account;  that  the  Variable Accumulation  Unit  value  and the
Annuity Unit Value for the particular Sub-Account for the Valuation Period which
ends immediately  preceding  the  Annuity Date  are  $14.703693  and  $13.579136
respectively;  that the Annuity Payment  Rate for the age  and option elected is
$6.52 per $1,000; and that the Annuity Unit Value on the day prior to the second
variable annuity payment date is $13.610170. The first variable annuity  payment
would be $509.99 (5319.7531 X $14.703693 X 6.52 divided by 1,000). The number of
Annuity  Units credited would be 37.5569 ($509.99 divided by $13.579136) and the
second variable annuity payment would be $511.16 (37.5569 X $13.610170).

WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT TABLES

   
    The following example illustrates the  detailed calculations for a  $100,000
deposit  into the Fixed Account  with a guaranteed rate of  8% for a duration of
five years. The intent of the example is to show the effect of the Market  Value
Adjustment  ("MVA") and the 3% minimum guarantee under various interest rates on
the calculation  of  the cash  surrender  (withdrawal) value.  Any  charges  for
optional  death benefit  risks are  not taken into  account in  the example. The
effect of the MVA is  reflected in the index rate  factor in column (2) and  the
minimum  3%  guarantee is  shown  under column  (4)  under the  "Surrender Value
Calculation". The  "Surrender Charge  Calculation" assumes  there have  been  no
prior  withdrawals and  illustrates the  operation of  the Fifteen  Percent Free
provision of the  Contract. The  "Market Value Adjustment  Tables" and  "Minimum
Value Calculation" contain the explicit calculation of the index factors and the
3%  minimum guarantee respectively. The "Annuity Value Calculation" and "Minimum
Value" calculations assume the imposition of the annual $35 Annuity Account  Fee
charge,  but that fee  is waived if  the Annuity Account  Value at the  end of a
Contract Year is
$100,000 or more.
    

                            WITHDRAWAL CHARGE TABLES

                     SAMPLE CALCULATIONS FOR MALE 35 ISSUE
                             CASH SURRENDER VALUES

<TABLE>
<S>                                   <C>
Single premium.....................   $100,000
Premium taxes......................   0
Withdrawals........................   None
Guaranteed period..................   5 years
Guaranteed interest rate...........   8%
Annuity date.......................   Age 70
Index rate A.......................   7.5%
Index rate B.......................   8.00% end of contract year 1
                                      7.75% end of contract year 2
                                      7.00% end of contract year 3
                                      6.50% end of contract year 4
Percentage adjustment to B.........   0.5%
</TABLE>

                          SURRENDER VALUE CALCULATION

<TABLE>
<CAPTION>
                                      (1)          (2)           (3)           (4)          (5)          (6)          (7)
                                    ANNUITY    INDEX RATE     ADJUSTED       MINIMUM    GREATER OF    SURRENDER    SURRENDER
CONTRACT YEAR                        VALUE       FACTOR     ANNUITY VALUE     VALUE       (3)&(4)      CHARGE        VALUE
- --------------------------------  -----------  -----------  -------------  -----------  -----------  -----------  -----------
<S>                               <C>          <C>          <C>            <C>          <C>          <C>          <C>
1...............................  $   107,965     0.963640   $   104,039   $   102,965  $   104,039   $   5,950   $    98,089
2...............................  $   116,567     0.993056   $   115,758   $   106,019  $   115,758   $   5,100   $   110,658
3...............................  $   125,858     1.000000   $   125,858   $   109,165  $   125,858   $   4,250   $   121,608
4...............................  $   135,891     1.004673   $   136,526   $   112,404  $   136,526   $   3,400   $   133,126
5...............................  $   146,727     1.000000   $   146,727   $   115,742  $   146,727   $   2,550   $   144,177
</TABLE>

                                       5
<PAGE>
                           ANNUITY VALUE CALCULATION

<TABLE>
<CAPTION>
CONTRACT YEAR                                 ANNUITY VALUE
- ------------------------------  ------------------------------------------
<S>                             <C>
1.............................       $100,000 X 1.08 - $35 = $107,965
2.............................       $107,965 X 1.08 - $35 = $116,567
3.............................       $116,567 X 1.08 - $35 = $125,858
4.............................       $125,858 X 1.08 - $35 = $135,891
5.............................       $135,891 X 1.08 - $35 = $146,727
</TABLE>

                          SURRENDER CHARGE CALCULATION

<TABLE>
<CAPTION>
                                                                      (1)                                     (3)
                                                                   SURRENDER               (2)             SURRENDER
CONTRACT YEAR                                                    CHARGE FACTOR   SURRENDER CHARGE FACTOR    CHARGE
- --------------------------------------------------------------  ---------------  -----------------------  -----------
<S>                                                             <C>              <C>                      <C>
1.............................................................       0.07                  0.0595          $   5,950
2.............................................................       0.06                  0.0510          $   5,100
3.............................................................       0.05                  0.0425          $   4,250
4.............................................................       0.04                  0.0340          $   3,400
5.............................................................       0.03                  0.0255          $   2,550
</TABLE>

                         MARKET VALUE ADJUSTMENT TABLES
                        INTEREST RATE FACTOR CALCULATION

<TABLE>
<CAPTION>
                                                                     (1)          (2)            (3)            (4)          (5)
                                                                    INDEX        INDEX        ADJUSTED           N         (1+A)N
CONTRACT YEAR                                                      RATE A       RATE B      INDEX RATE B        --         (1+B)N
- ---------------------------------------------------------------  -----------  -----------  ---------------               -----------
<S>                                                              <C>          <C>          <C>              <C>          <C>
1..............................................................     7.5%         8.00           8.50             4        0.963640
2..............................................................     7.5%         7.75           7.75             3        0.993056
3..............................................................     7.5%         7.00           7.50             2        1.000000
4..............................................................     7.5%         6.50           7.00             1        1.004673
5..............................................................     7.5%          NA             NA              0           NA
</TABLE>

                           MINIMUM VALUE CALCULATION

<TABLE>
<CAPTION>
CONTRACT YEAR                                 MINIMUM VALUE
- ------------------------------  ------------------------------------------
<S>                             <C>
1.............................       $100,000 X 1.03 - $35 = $102,965
2.............................       $102,965 X 1.03 - $35 = $106,019
3.............................       $106,019 X 1.03 - $35 = $109,165
4.............................       $109,165 X 1.03 - $35 = $112,404
5.............................       $112,404 X 1.03 - $35 = $115,742
</TABLE>

                        STATE REGULATION OF THE COMPANY

    The Company,  a Connecticut  corporation, is  subject to  regulation by  the
Connecticut  Department  of Insurance.  An annual  statement  is filed  with the
Connecticut Department  of  Insurance  each year  covering  the  operations  and
reporting  on the financial  condition of the  Company as of  December 31 of the
preceding year. Periodically, the Connecticut  Department of Insurance or  other
authorities examine the liabilities and reserves of the Company and the Variable
Account,  and  a  full  examination of  the  Company's  operations  is conducted
periodically by  the  Connecticut  Department of  Insurance.  In  addition,  the
Company  is subject to the insurance laws and regulations of other states within
which it is  licensed to  operate. Generally,  the Insurance  Department of  any
other state applies the laws of the state of domicile in determining permissible
investments.

   
    A  Contract is governed by  the laws of the state  in which it is delivered.
The values and benefits of each Contract are at least equal to those required by
such state.
    

                                       6
<PAGE>
                                 ADMINISTRATION

    The Company  performs  certain  administrative  functions  relating  to  the
Contracts,  the individual Annuity Accounts, the Fixed Account, and the Variable
Account. These functions include, among other things, maintaining the books  and
records  of the Variable  Account, the Fixed Account,  and the Sub-Accounts, and
maintaining records  of  the  name,  address,  taxpayer  identification  number,
contract  number, Annuity  Account number and  type, the status  of each Annuity
Account and  other pertinent  information necessary  to the  administration  and
operation of the Contracts.

                                PERIODIC REPORTS

   
    At  least once during each Calendar Year, the Company will furnish the Owner
with a report  showing the Annuity  Account Value  at the end  of the  preceding
Calendar  Year, all transactions  during the Calendar  Year, the current Annuity
Account Value, the number  of Accumulation Units  in each Variable  Accumulation
Amount,  the applicable Accumulation Unit Value as of the date of the report and
the interest rate  credited to  the Fixed Account  Sub-Account(s). In  addition,
each  person having voting  rights in the  Variable Account and  a Fund or Funds
will receive  each  such reports  or  prospectuses as  may  be required  by  the
Investment  Company Act of 1940 and the Securities Act of 1933. The Company will
also send  each Owner  such statements  reflecting transactions  in the  Owner's
Annuity Account as may be required by applicable laws, rules and regulations.
    

   
    Upon  request  to the  Variable Products  Service  Center, the  Company will
provide an  Owner with  information regarding  fixed and  variable  accumulation
values.
    

                         DISTRIBUTION OF THE CONTRACTS

    The  principal underwriter for the Contracts, CIGNA Financial Advisors, Inc.
("CFA"), Hartford, Connecticut 06152,  which is an affiliate  of the Company  as
well  as of CIGNA Corporation, has not yet received any commissions with respect
to sales  of the  Contracts  as of  the date  of  this Statement  of  Additional
Information.

    Sales  charges on and exchange privileges  under the Contracts are described
in the Prospectus. There are no variations in the prices at which the  Contracts
are offered for certain types of purchasers.

                               CUSTODY OF ASSETS

   
    The  Company is  the Custodian  of the assets  of the  Variable Account. The
Company will purchase Fund shares at net asset value in connection with  amounts
allocated   to  the  Variable  Account   Sub-Accounts  in  accordance  with  the
instructions of the Purchasers and redeem Fund shares at net asset value for the
purpose of meeting the contractual  obligations of the Variable Account,  paying
charges  relative  to the  Variable Account  or  making adjustments  for annuity
reserves held in  the Variable Account.  The assets of  the Sub-Accounts of  the
Variable  Account  are held  separate and  apart  from the  assets of  any other
segregated asset  accounts  of the  Company  and  separate and  apart  from  the
Company's general account assets. The Company maintains records of all purchases
and  redemptions of shares of each Fund held  by each of the Sub-Accounts of the
Variable Account. Additional protection for  the assets of the Variable  Account
is  afforded by the  Company's fidelity bond  covering the acts  of officers and
employees of the Company which is presently  (as of July 1, 1995) in the  amount
of $10,000,000.
    

                                       7
<PAGE>
   
                          HISTORICAL PERFORMANCE DATA
    

MONEY MARKET SUB-ACCOUNT YIELD

    From  time to time,  the Money Market Sub-Account  may advertise its "yield"
and "effective yield." Both yield figures  will be 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 Annuity Account Values  in
the  Money  Market Sub-Account  over a  seven-day period  (which period  will be
stated in the  advertisement). This income  is then "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
Annuity Account Values in the Money Market Sub-Account. The "effective yield" is
calculated  similarly but, when annualized, the income earned by Annuity Account
Values in  the  Money  Market  Sub-Account is  assumed  to  be  reinvested.  The
"effective  yield"  will be  slightly  higher than  the  "yield" because  of the
compounding effect of this  assumed reinvestment. The  computation of the  yield
calculation  includes a deduction for the Mortality and Expense Risk Charge, the
Administrative Expense Charge, and the Annuity Account Fee.

    The effective  yield  is calculated  by  compounding the  unannualized  base
period return according to the following formula:

            EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)(365/7)] - 1

    The  yield on  amounts held  in the  Money Market  Sub-Account normally will
fluctuate on a daily  basis. Therefore, the disclosed  yield for any given  past
period  is not  an indication  or representation  of future  yields or  rates of
return. The Money Market  Sub-Account's actual yield is  affected by changes  in
interest  rates on  money market securities,  average portfolio  maturity of the
Money Market Fund,  the types and  quality of portfolio  securities held by  the
Money  Market Fund and its operating expenses.  The yield figures do not reflect
withdrawal charges or premium taxes or any charges for Optional Death Benefit(s)
selected.

OTHER SUB-ACCOUNT YIELDS

    The Company  may  from  time  to time  advertise  or  disclose  the  current
annualized  yield of  one or  more of the  Sub-Accounts of  the Variable Account
(except the Money Market Sub-Account)  for 30-day periods. The annualized  yield
of  a Sub-Account refers to income generated  by the Sub-Account over a specific
30-day period.  Because  the yield  is  annualized,  the yield  generated  by  a
Sub-Account  during the  30-day period  is assumed  to be  generated each 30-day
period over a 12-month period.  The yield is computed  by: (i) dividing the  net
investment  income per accumulation unit earned during the period by the maximum
offering price  per  unit on  the  last day  of  the period,  according  to  the
following formula:

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

Where:    a    =   Net investment income earned during the period by
                   the Fund attributable to shares owned by the
                   Sub-Account.
          b    =   Expenses accrued for the period.
          c    =   The average daily number of accumulation units
                   outstanding during the period.
          d    =   The maximum offering price per accumulation unit
                   on the last day of the period.

    Because  of the charges and deductions  imposed by the Variable Account, the
yield for a Sub-Account of the Variable Account will be lower than the yield for
its corresponding Fund. The yield calculations do not reflect the effect of  any
premium  taxes or deferred sales charges that  may be applicable to a particular
Contract. Deferred sales charges range from 7% to 1% of the amount withdrawn  or
surrendered on total Premium Payments paid less prior partial withdrawals, based
on the Contract Year in which the withdrawal or surrender occurs.

                                       8
<PAGE>
    The  yield  on amounts  held  in the  Sub-Accounts  of the  Variable Account
normally will fluctuate over time. Therefore, the disclosed yield for any  given
past  period is not an indication or representation of future yields or rates of
return. A Sub-Account's actual yield is affected by the types and quality of the
Fund's investments and its operating expenses.

TOTAL RETURNS

    The Company may  from time to  time also advise  or disclose annual  average
total  returns for one or  more of the Sub-Accounts  of the Variable Account for
various periods of time. When a Sub-Account  has been in operation for 1, 5  and
10  years, respectively,  the total return  for these periods  will be provided.
Total returns for other periods of time may from time to time also be disclosed.
Total returns represent the average annual compounded rates of return that would
equate the initial amount invested to the redemption value of that investment as
of the last day of each of the periods.

   
    Total returns will  be calculated  using Sub-Account Unit  Values which  the
Company  calculates on  each Valuation  Period based  on the  performance of the
Sub-Account's underlying Fund, and the deductions for the mortality and  expense
risk charge, the administrative expense charge, and the Annuity Account Fee. The
Annuity  Account Fee is reflected  by dividing the total  amount of such charges
collected during the year that are  attributable to the Variable Account by  the
total  average  net  assets  of all  the  Variable  Sub-Accounts.  The resulting
percentage is  deducted from  the return  in calculating  the ending  redeemable
value.  These figures will not reflect any  premium taxes or any charges for any
Optional Death Benefit  selected by  the Owner. Total  return calculations  will
reflect  the  effect of  deferred  sales charges  that  may be  applicable  to a
particular period. The  total return will  then be calculated  according to  the
following formula:
    

                                P(1+T)(5) = ERV

Where:    P    =   A hypothetical initial Premium Payment of $1,000.
          T    =   Average annual total return.
          n    =   Number of years in the period.
         ERV   =   Ending redeemable value of a hypothetical $1,000
                   payment made at the beginning of the one, five or
                   ten-year period, at the end of the one, five or
                   ten-year period (or fractional portion thereof).

OTHER PERFORMANCE DATA

    The Company may from time to time also disclose average annual total returns
in  a  non-standard format  in conjunction  with  the standard  format described
above. The non-standard format will be identical to the standard one except that
the deferred sales charge percentage will be assumed to be 0%.

    The Company  may from  time to  time disclose  cumulative total  returns  in
conjunction  with the  standard format  described above.  The cumulative returns
will be calculated using the following formula assuming that the deferred  sales
charge percentage will be 0%.

                               CTR = (ERV/P) - 1

Where:   CTR   =   The cumulative total return net of Sub-Account
                   recurring charges for the period.
         ERV   =   The ending redeemable value of the hypothetical
                   investment made at the beginning of the one, five
                   or ten-year period, at the end of the one, five or
                   ten-year period (or fractional portion thereof).
          P    =   A hypothetical initial payment of $10,000

    All  non-standard performance data  will only be  advertised if the standard
performance data is also disclosed.

                                       9
<PAGE>
    The Company  may also  from  time to  time  use advertising  which  includes
hypothetical  illustrations to  compare the difference  between the  growth of a
taxable investment and a tax-deferred investment in a variable annuity.

                                 LEGAL MATTERS

    Legal advice regarding  certain matters relating  to the federal  securities
laws applicable to the issuance of the Contracts described in the Prospectus and
this  Statement has been  provided by George  N. Gingold, Esq.,  197 King Philip
Drive, West Hartford, CT 06117. All matters of Connecticut law pertaining to the
Contracts, including the validity  of the Contracts and  the Company's right  to
issue  the Contracts  under Connecticut Insurance  Law and  any other applicable
state insurance  or  securities  laws,  have  been  passed  upon  by  Robert  A.
Picarello, Chief Counsel, Individual Insurance, CIGNA Companies.

                               LEGAL PROCEEDINGS

    There  are no legal proceedings to which  the Variable Account is a party or
to which the  assets of the  Variable Account  are subject. The  Company is  not
involved  in any litigation  that is of  material importance in  relation to its
total assets or that relates to the Variable Account.

                                    EXPERTS

    The consolidated financial statements of Connecticut General Life  Insurance
Company  as of December 31, 1994 and 1993 and for each of the three years in the
period ended  December  31,  1994  included  in  this  Statement  of  Additional
Information  have been so included in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts  in
auditing and accounting. Price Waterhouse LLP's consent to this reference to the
firm  as an  "expert" is filed  as an  exhibit to the  registration statement of
which this Statement of Additional Information is a part.

                              FINANCIAL STATEMENTS

    The consolidated financial statements of  the Company which are included  in
this  Statement  should be  considered only  as  bearing on  the ability  of the
Company to  meet  the  obligations  under the  Contracts.  They  should  not  be
considered  as bearing on the  investment performance of the  assets held in the
Variable Account, or  on the Guaranteed  Interest Rate credited  by the  Company
during  a Guaranteed Period. No financial statements of the Variable Account are
included, because the Variable Account  did not commence operations until  April
10, 1995.

                                       10
<PAGE>

                      NORTHEAST INSURANCE SERVICES     Telephone 203 240 2000
                      One Financial Plaza              Facsimile 203 249 0457
                      Hartford, CT 06103

PRICE WATERHOUSE LLP                                                   [LOGO]

                       REPORT OF INDEPENDENT ACCOUNTANTS

February 13, 1995

The Board of Directors and Shareholder
Connecticut General Life Insurance Company

In  our opinion,  the accompanying consolidated  balance sheets  and the related
consolidated statements  of  income and  retained  earnings and  of  cash  flows
present  fairly, in all material respects, the financial position of Connecticut
General Life Insurance  Company and its  subsidiaries at December  31, 1994  and
1993,  and the results of their operations and  their cash flows for each of the
three years in the period ended December 31, 1994, in conformity with  generally
accepted   accounting   principles.   These   financial   statements   are   the
responsibility of the Company's management; our responsibility is to express  an
opinion  on these  financial statements  based on  our audits.  We conducted our
audits of  these  statements  in accordance  with  generally  accepted  auditing
standards  which require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial   statements  are  free  of   material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,  assessing   the
accounting  principles used  and significant  estimates made  by management, and
evaluating the overall  financial statement  presentation. We  believe that  our
audits provide a reasonable basis for the opinion expressed above.

The  Company implemented certain  new accounting pronouncements  as discussed in
Note 1 to the consolidated financial statements.

PRICE WATERHOUSE LLP

                                       11
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
            CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------

(IN MILLIONS)
- ---------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,                                          1994       1993       1992
- ---------------------------------------------------------------------------------------------------

<S>                                                                 <C>        <C>        <C>
REVENUES
Premiums and fees.................................................  $   4,960  $   4,704  $   4,541
Net investment income.............................................      2,805      2,742      2,649
Realized investment gains (losses)................................         27        (65)       (13)
Other revenues....................................................          8         15         20
                                                                    ---------  ---------  ---------
    Total revenues................................................      7,800      7,396      7,197
                                                                    ---------  ---------  ---------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses..........................      5,574      5,215      5,168
Policy acquisition expenses.......................................         89         84         75
Other operating expenses..........................................      1,363      1,351      1,368
                                                                    ---------  ---------  ---------
    Total benefits, losses and expenses...........................      7,026      6,650      6,611
                                                                    ---------  ---------  ---------
INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING
  CHANGES.........................................................        774        746        586
                                                                    ---------  ---------  ---------
Income taxes (benefits):
  Current.........................................................        220        433        131
  Deferred........................................................         45       (197)       (61)
                                                                    ---------  ---------  ---------
    Total taxes...................................................        265        236         70
                                                                    ---------  ---------  ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGES.............        509        510        516
Cumulative effect of accounting changes for postemployment and
  postretirement benefits other than pensions, net of taxes.......         --         --       (270)
Cumulative effect of accounting change for income taxes...........         --         --        105
                                                                    ---------  ---------  ---------
NET INCOME........................................................        509        510        351
Dividends declared................................................       (300)      (190)      (165)
Retained earnings, beginning of year..............................      2,759      2,439      2,253
                                                                    ---------  ---------  ---------
RETAINED EARNINGS, END OF YEAR....................................  $   2,968  $   2,759  $   2,439
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</TABLE>

THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                       12
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------

(IN MILLIONS)
- -----------------------------------------------------------------------------------------------
AS OF DECEMBER 31,                                                              1994       1993
- -----------------------------------------------------------------------------------------------

<S>                                                                        <C>        <C>
ASSETS
Investments:
  Fixed maturities:
    Held to maturity, at amortized cost (fair value, $10,075; $11,158)...  $  10,061  $   9,950
    Available for sale, at fair value (amortized cost, $8,571; $8,187)...      8,324      9,145
  Mortgage loans.........................................................      8,975      8,854
  Equity securities, at fair value (cost, $109; $121)....................        119        120
  Policy loans...........................................................      5,237      3,623
  Real estate............................................................      1,442      1,484
  Other long-term investments............................................        128         94
  Short-term investments.................................................        143         96
                                                                           ---------  ---------
      Total investments..................................................     34,429     33,366
Cash and cash equivalents................................................         80         --
Accrued investment income................................................        578        504
Premiums and accounts receivable.........................................        911      1,021
Reinsurance recoverables.................................................      2,533      2,815
Deferred policy acquisition costs........................................        700        623
Property and equipment, net..............................................        346        364
Current income taxes.....................................................        119         --
Deferred income taxes, net...............................................        661        434
Goodwill.................................................................        518        532
Other assets.............................................................        135        203
Separate account assets..................................................     14,498     13,620
- -----------------------------------------------------------------------------------------------
      Total..............................................................  $  55,508  $  53,482
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
LIABILITIES
Contractholder deposit funds.............................................  $  26,696  $  25,054
Future policy benefits...................................................      7,875      7,915
Unpaid claims and claim expenses.........................................      1,096      1,210
Unearned premiums........................................................         84         86
                                                                           ---------  ---------
      Total insurance and contractholder liabilities.....................     35,751     34,265
Accounts payable, accrued expenses and other liabilities.................      1,632      1,539
Current income taxes.....................................................         --         76
Separate account liabilities.............................................     14,427     13,618
- -----------------------------------------------------------------------------------------------
      Total liabilities..................................................     51,810     49,498
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
CONTINGENCIES -- NOTE 9
SHAREHOLDER'S EQUITY
Common stock (6 shares outstanding)......................................         30         30
Additional paid-in capital...............................................        764        764
Net unrealized appreciation (depreciation) on investments................        (66)       428
Net translation of foreign currencies....................................          2          3
Retained earnings........................................................      2,968      2,759
- -----------------------------------------------------------------------------------------------
      Total shareholder's equity.........................................      3,698      3,984
- -----------------------------------------------------------------------------------------------
      Total..............................................................  $  55,508  $  53,482
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
</TABLE>

THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                       13
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------

(IN MILLIONS)
- -------------------------------------------------------------------------------------------------
AS OF DECEMBER 31,                                                     1994       1993       1992
- -------------------------------------------------------------------------------------------------

<S>                                                               <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income before cumulative effect of accounting changes...........  $     509  $     510  $     516
Adjustments to reconcile income before cumulative effect of
  accounting changes to net cash provided by (used in) operating
  activities:
  Insurance liabilities.........................................       (249)       251       (360)
  Reinsurance recoverables......................................        282       (392)       128
  Premiums and accounts receivable..............................       (188)        85        199
  Deferred income taxes, net....................................         45       (197)       (61)
  Other assets..................................................         68         54        (72)
  Accounts payable, accrued expenses, other liabilities and
   current income taxes.........................................       (192)         5         43
  Other, net....................................................        (24)       (82)       (68)
                                                                  ---------  ---------  ---------
    Net cash provided by operating activities...................        251        234        325
                                                                  ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
  Fixed maturities -- available for sale........................      1,389         --         --
  Fixed maturities -- held to maturity..........................         12        599        595
  Mortgage loans................................................        496      1,004        362
  Equity securities.............................................         41         41         14
  Other (primarily short-term investments)......................      1,247      3,840      2,340
Investment maturities and repayments:
  Fixed maturities -- available for sale........................        686         --         --
  Fixed maturities -- held to maturity..........................      1,764      3,167      2,972
  Mortgage loans................................................        194        202        266
Investments purchased:
  Fixed maturities -- available for sale........................     (2,390)        --         --
  Fixed maturities -- held to maturity..........................     (1,788)    (5,128)    (4,834)
  Mortgage loans................................................       (882)      (823)      (795)
  Equity securities.............................................        (12)      (112)       (35)
  Policy loans..................................................     (1,614)    (1,561)      (434)
  Other (primarily short-term investments)......................     (1,093)    (3,587)    (2,176)
Other, net......................................................       (129)       (48)       (68)
                                                                  ---------  ---------  ---------
    Net cash used in investing activities.......................     (2,079)    (2,406)    (1,793)
                                                                  ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to contractholder deposit
  funds.........................................................      6,388      7,537      5,294
Withdrawals from contractholder deposit funds...................     (4,216)    (5,166)    (4,073)
Dividends paid to Parent........................................       (300)      (190)      (165)
Other, net......................................................         36        (30)       (47)
                                                                  ---------  ---------  ---------
      Net cash provided by financing activities.................      1,908      2,151      1,009
- -------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents............         80        (21)      (459)
Cash and cash equivalents, beginning of year....................         --         21        480
- -------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year..........................  $      80  $      --  $      21
- -------------------------------------------------------------------------------------------------
                                                                  -------------------------------
Supplemental Disclosure of Cash Information:
  Income taxes paid, net of refunds.............................  $     411  $     352  $     301
  Interest paid.................................................  $       5  $       5  $       3
- -------------------------------------------------------------------------------------------------
</TABLE>

THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                       14
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  A)  BASIS OF PRESENTATION:  The  consolidated financial statements include the
accounts of Connecticut  General Life  Insurance Company (the  Company) and  its
wholly-owned  subsidiaries, CIGNA Life  Insurance Company, ICO,  Inc., and First
Equicor Life Insurance Company (FELIC). During 1994, the Company sold FELIC, the
effects of which were not material to the financial statements. The Company is a
wholly-owned subsidiary of Connecticut  General Corporation (the Parent),  which
is  an  indirect wholly-owned  subsidiary  of CIGNA  Corporation  (CIGNA). These
consolidated  financial  statements  have  been  prepared  in  conformity   with
generally  accepted accounting  principles. Certain  reclassifications have been
made to prior years' amounts to conform with the 1994 presentation.

  B) RECENT  ACCOUNTING  PRONOUNCEMENTS:    In  1993,  the  Company  implemented
Statement  of  Financial Accounting  Standards (SFAS)  No. 115,  "Accounting for
Certain Investments in Debt and Equity  Securities." SFAS No. 115 requires  that
debt  and equity securities be classified  into different categories and carried
at fair value if they are not classified as held to maturity. SFAS No. 115  does
not permit retroactive application of its provisions. The effect of implementing
SFAS  No. 115  as of  December 31,  1993 resulted  in an  increase in investment
assets of $958 million and an  increase in shareholder's equity of $443  million
resulting from the classification of certain fixed maturities previously carried
at amortized cost to available for sale. The increase in shareholder's equity is
net  of policyholder  share of  $277 million and  deferred income  taxes of $238
million. See Note 2 for additional information.

  In 1993, the Financial Accounting Standards Board (FASB) issued SFAS No.  114,
"Accounting  by Creditors for Impairment of  a Loan," which provides guidance on
the accounting and disclosure for impaired loans, and must be implemented by the
first quarter of 1995, with the cumulative effect of implementation included  in
net  income.  In October  1994, the  FASB  issued SFAS  No. 118,  "Accounting by
Creditors for Impairment of a Loan --Income Recognition and Disclosures,"  which
eliminates the income recognition requirements of SFAS No. 114. The Company will
adopt  SFAS Nos.  114 and 118  in 1995. The  effect on the  Company's results of
operations and financial condition upon adoption is not expected to be material.

  In 1992,  the Company  implemented SFAS  No. 106,  "Employers' Accounting  for
Postretirement  Benefits  Other Than  Pensions;" SFAS  No. 109,  "Accounting for
Income Taxes;"  and  SFAS No.  112,  "Employers' Accounting  for  Postemployment
Benefits."  These  accounting changes  were implemented  as  of January  1, 1992
through cumulative effect adjustments. Prior year financial statements were  not
restated.

  The cumulative effect of implementing SFAS Nos. 106, 109 and 112 as of January
1,  1992 resulted in non-cash after-tax charges  (benefit) to net income of $263
million,  ($105)  million  and  $7  million,  respectively.  In  addition,   the
implementation  of SFAS No.  106 increased 1992 other  operating expenses by $23
million ($15 million after-tax). The effect on income tax expense for 1992 as  a
result  of  implementation  of  SFAS  No.  109  was  immaterial.  There  was  no
incremental effect on 1992 net income from adopting SFAS No. 112. For additional
information on SFAS No. 109, see Note 5; for additional information on SFAS Nos.
106 and 112, see Note 6.

  In 1992,  the  Company adopted  the  American Institute  of  Certified  Public
Accountants'  Statement  of  Position  (SOP)  92-3,  "Accounting  for Foreclosed
Assets," which resulted in a realized investment loss of $5 million ($3  million
after-tax).

  C)  FINANCIAL  INSTRUMENTS:   In the  normal course  of business,  the Company
enters into  transactions  involving  various types  of  financial  instruments,
including  investments  such  as  fixed maturities  and  equity  securities; and
off-balance-sheet financial instruments such as investment and loan commitments,
financial guarantees,  and  interest  rate swap  and  futures  contracts.  These
instruments have

                                       15
<PAGE>
credit  risk and also  may be subject to  risk of loss due  to interest rate and
market fluctuations. However, risk of loss due to interest rate fluctuations  is
reduced through the use of certain derivative instruments. The Company evaluates
and  monitors  each financial  instrument  individually and,  where appropriate,
obtains collateral or other forms of security to minimize risk of loss.

  D) INVESTMENTS:  Investments in  fixed maturities include bonds,  asset-backed
securities, including collateralized mortgage obligations (CMOs); and redeemable
preferred stocks. Fixed maturities classified as held to maturity are carried at
amortized  cost, net of impairments, and  those classified as available for sale
are carried at fair value, with unrealized appreciation or depreciation included
in Shareholder's Equity.  Fixed maturities are  considered impaired and  written
down  to fair  value when  a decline  in value  is considered  to be  other than
temporary.

  Mortgage loans are carried  principally at unpaid  principal balances, net  of
valuation  reserves.  Generally, mortgage  loans are  considered impaired  and a
valuation reserve  is  established when  a  decline in  the  fair value  of  the
collateral below the carrying value is other than temporary.

  Fixed  maturities and  mortgage loans that  are delinquent  or restructured to
modify basic financial  terms, typically  to reduce  the interest  rate and,  in
certain cases, extend the term, are placed on non-accrual status, and thereafter
interest income is recognized only when payment is received.

  Real  estate investments are either held for  the production of income or held
for sale. Real estate investments held for the production of income are  carried
at  depreciated cost less  valuation reserves when  a decline in  value is other
than temporary.  Depreciation is  generally calculated  using the  straight-line
method  based  on  the  estimated  useful  lives  of  the  assets.  Real  estate
investments held for sale are those  which are acquired through the  foreclosure
of  mortgage loans. These assets  are valued at their fair  value at the time of
foreclosure. The fair value is established as  the new cost basis and the  asset
acquired  is  reclassified from  mortgage loans  to real  estate held  for sale.
Subsequent to  foreclosure,  these  investments  are carried  at  the  lower  of
depreciated cost or current fair value less estimated costs to sell. Adjustments
to  the  carrying value  as  a result  of changes  in  fair value  subsequent to
foreclosure  are  recorded  as  valuation  reserves  and  reported  in  realized
investment   gains  and  losses.  The   Company  considers  several  methods  in
determining fair  value  for  real estate  acquired  through  foreclosure,  with
greater emphasis placed on the use of discounted cash flow analyses and, in some
cases,  the use of third-party appraisals.  Assets held for sale are depreciated
using the  straight-line method  based  on the  estimated  useful lives  of  the
assets.

  Equity  securities, which include common  and non-redeemable preferred stocks,
are carried at  fair value. Short-term  investments are carried  at fair  value,
which  approximates  cost.  Equity  securities  and  short-term  investments are
classified as available for sale.

  Policy loans are generally carried at unpaid principal balances.

  Realized investment  gains  and losses  result  from sales,  investment  asset
write-downs   and  changes  in  valuation   reserves,  after  deducting  amounts
attributable  to   experience-rated   pension   policyholders'   contracts   and
participating   life  policies   ("policyholder  share").   Generally,  realized
investment gains  and  losses are  based  upon specific  identification  of  the
investment assets.

  Unrealized investment gains and losses, after deducting policyholder share and
net  of deferred  income taxes, if  applicable, for investments  carried at fair
value are included in Shareholder's Equity.

  See Note  2(F) for  a  discussion of  the  Company's accounting  policies  for
derivative financial instruments.

  E) CASH AND CASH EQUIVALENTS:  Short-term investments with a maturity of three
months or less at the time of purchase are reported as cash equivalents.

  F)  REINSURANCE  RECOVERABLES:    Reinsurance  recoverables  are  estimates of
amounts to  be received  from reinsurers,  including amounts  under  reinsurance
agreements  with affiliated  companies. Allowances  are established  for amounts
deemed uncollectible.

                                       16
<PAGE>
  G)  DEFERRED  POLICY  ACQUISITION  COSTS:     Acquisition  costs  consist   of
commissions,  premium taxes and other costs,  which vary with, and are primarily
related to, the production of revenues. Group life and a portion of group health
insurance business acquisition costs are  deferred and amortized over the  terms
of  the insurance policies. Acquisition costs related to universal life products
and contractholder deposit  funds are  deferred and amortized  in proportion  to
total  estimated  gross  profits  over  the  expected  life  of  the  contracts.
Acquisition costs related  to annuity  and other life  insurance businesses  are
deferred  and amortized, generally in proportion  to the ratio of annual revenue
to the estimated total revenues over the contract periods. Deferred  acquisition
costs  are reviewed  to determine  if they  are recoverable  from future income,
including investment income. If such  costs are determined to be  unrecoverable,
they are expensed at the time of determination.

  H)  PROPERTY AND EQUIPMENT:   Property and equipment are  carried at cost less
accumulated depreciation.  When  applicable,  cost includes  interest  and  real
estate  taxes incurred during construction and other construction-related costs.
Depreciation is calculated principally on the straight-line method based on  the
estimated  useful lives of the assets. Accumulated depreciation was $333 million
and $261 million at December 31, 1994 and 1993, respectively.

  I) OTHER ASSETS:  Other  Assets consists of various insurance-related  assets,
principally  ceded unearned premiums, reinsurance deposits and other amounts due
from affiliated companies.

  J) GOODWILL:    Goodwill represents  the  excess  of the  cost  of  businesses
acquired  over the fair value of their  net assets. These costs are amortized on
systematic bases over periods, not exceeding 40 years, that correspond with  the
benefits  expected to be derived from the acquisition. The Company evaluates the
carrying amount of goodwill by  analyzing historical and expected future  income
and  undiscounted cash flows of the  related businesses. Write-downs of goodwill
are recognized when it  is determined that the  amount has been impaired.  Also,
amortization  periods are revised if it  is determined that the remaining period
of benefit of the goodwill has changed. Accumulated amortization was $70 million
and $56 million at December 31, 1994 and 1993, respectively.

  K) SEPARATE ACCOUNTS:  Separate account assets and liabilities are principally
carried at  market value,  with less  than  4% carried  at amortized  cost,  and
represent  policyholder funds maintained in  accounts having specific investment
objectives. The investment income, gains and losses of these accounts  generally
accrue  to the policyholders  and, therefore, are not  included in the Company's
net income.

  L) CONTRACTHOLDER DEPOSIT FUNDS:  Contractholder Deposit Funds are liabilities
for investment-related and universal life products which were $18.6 billion  and
$8.1  billion as of December 31, 1994, respectively, compared with $19.1 billion
and $6.0  billion  as of  December  31, 1993,  respectively.  These  liabilities
consist  of deposits  received from customers  and investment  earnings on their
fund  balances,  less  administrative  charges  and,  for  universal  life  fund
balances, mortality and surrender charges.

  M)  FUTURE POLICY BENEFITS:  Future  policy benefits are liabilities for life,
health and  annuity  products.  Such  liabilities  are  established  in  amounts
adequate  to meet the  estimated future obligations of  policies in force. These
liabilities are computed  using premium assumptions  for group annuity  policies
and  the net level premium method for  individual life and annuity policies, and
are  based  upon  estimates  as  to  future  investment  yield,  mortality   and
withdrawals  that  include  provisions  for  adverse  deviation.  Future  policy
benefits for individual life insurance  and annuity policies are computed  using
interest  rates ranging  from 2% to  11%, generally  graded down after  10 to 30
years. Mortality, morbidity,  and withdrawal  assumptions for  all policies  are
based on either the Company's own experience or various actuarial tables.

  N)  UNPAID CLAIMS AND CLAIM EXPENSES:  Liabilities for unpaid claims and claim
expenses are estimates of payments to  be made on insurance claims for  reported
losses  and estimates of  losses incurred but not  reported. The Company's prior
year claims and claim adjustment expenses were not material.

                                       17
<PAGE>
  O) UNEARNED  PREMIUMS:   Premiums  for group  life,  and accident  and  health
insurance  are reported as earned on a  pro rata basis over the contract period.
The unexpired portion of these premiums is recorded as Unearned Premiums.

  P)  OTHER   LIABILITIES:      Other  Liabilities   consists   principally   of
postretirement   and  postemployment  benefits   and  various  insurance-related
liabilities, including amounts related  to reinsurance contracts. Also  included
in  Other Liabilities are liabilities for  guaranty fund assessments that can be
reasonably estimated.

  Q) TRANSLATION OF  FOREIGN CURRENCIES:   Foreign operations primarily  utilize
the  local currencies as their functional currencies, and assets and liabilities
are translated at the rates of exchange  as of the balance sheet date.  Revenues
and  expenses are translated at the  average rates of exchange prevailing during
the year.  The  translation  gain  or loss  on  such  functional  currencies  is
generally reflected in Shareholder's Equity, net of applicable taxes.

  R)  PREMIUM AND FEES, REVENUES AND RELATED  EXPENSES:  Premiums for group life
and accident and health insurance are recognized as revenue on a pro rata  basis
over  their contract periods. Premiums for  individual life and health insurance
as well as individual and group  annuity products, excluding universal life  and
investment-related  products,  are  recognized as  revenue  when  due. Benefits,
losses and expenses are matched with premiums.

  Revenues for  universal life  products consist  of net  investment income  and
mortality,  administration and surrender  fees assessed against  the fund values
during the  period. Benefit  expenses  for universal  life products  consist  of
benefit  claims in excess of  fund values and net  investment income credited to
fund values. Revenues for investment-related products consist of net  investment
income  and contract charges assessed against the fund values during the period.
Benefit expenses  for  investment-related  products  primarily  consist  of  net
investment income credited to the fund values after deduction for investment and
risk fees.

  S)  PARTICIPATING BUSINESS:  Certain  life insurance policies contain dividend
payment provisions that enable the  policyholder to participate in the  earnings
of  the Company's business.  The participating insurance  in force accounted for
5.2% of total insurance  in force at  December 31, 1994,  compared with 3.6%  at
December 31, 1993 and .4% at December 31, 1992.

  T)  INCOME  TAXES:   The  Company and  its  subsidiaries are  included  in the
consolidated United  States  federal  income  tax  return  filed  by  CIGNA.  In
accordance   with  United   States  federal   income  tax   consolidated  return
regulations, all corporations included in a consolidated tax return are  jointly
and  severally liable for all tax liabilities.  In accordance with a tax sharing
agreement, the provision for  federal income tax is  computed as if the  Company
was  filing a separate  federal income tax return,  except that benefits arising
from tax credits and  net operating losses are  allocated to those  subsidiaries
producing  such  attributes  only  to  the  extent  they  are  utilized  in  the
consolidated federal income tax provision.

  Deferred income taxes  are generally  recognized when  assets and  liabilities
have  different values for financial statement and tax reporting purposes. These
differences result primarily  from loss reserves,  policy acquisition  expenses,
investments, reserves for postretirement benefits and unrealized appreciation or
depreciation on investments.

NOTE 2 -- INVESTMENTS

  A)  FIXED MATURITIES:   Fixed maturities are net  of cumulative write-downs of
$78 million and $76  million, including policyholder share,  as of December  31,
1994 and 1993, respectively.

                                       18
<PAGE>
  The  amortized cost and  fair value by contractual  maturity periods for fixed
maturities, including  policyholder  share, as  of  December 31,  1994  were  as
follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                                                                         Amortized       Fair
(IN MILLIONS)                                                                 Cost      Value
- ---------------------------------------------------------------------------------------------
<S>                                                                     <C>         <C>
Held to Maturity (Carried at Amortized Cost)
Due in one year or less...............................................   $     201  $     204
Due after one year through five years.................................       2,275      2,272
Due after five years through ten years................................       3,424      3,383
Due after ten years...................................................       2,298      2,403
Asset-backed securities...............................................       1,863      1,813
- ---------------------------------------------------------------------------------------------
Total.................................................................   $  10,061  $  10,075
- ---------------------------------------------------------------------------------------------
                                                                        ---------------------
Available for Sale (Carried at Fair Value)
Due in one year or less...............................................   $      85  $      93
Due after one year through five years.................................       1,474      1,447
Due after five years through ten years................................       1,769      1,681
Due after ten years...................................................       2,290      2,250
Asset-backed securities...............................................       2,953      2,853
- ---------------------------------------------------------------------------------------------
Total.................................................................   $   8,571  $   8,324
- ---------------------------------------------------------------------------------------------
                                                                        ---------------------
</TABLE>

  Actual maturities could differ from contractual maturities because issuers may
have  the right to call or prepay obligations with or without call or prepayment
penalties. Also, the Company may extend maturities in some cases.

  As of  December 31,  1994, gross  unrealized appreciation  (depreciation)  for
fixed  maturities,  including  policyholder  share, by  type  of  issuer  was as
follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                                             Amortized                                   Fair
(IN MILLIONS)                                     Cost  Appreciation  Depreciation      Value
- ---------------------------------------------------------------------------------------------
<S>                                         <C>         <C>           <C>           <C>
Held to Maturity (Carried at Amortized
  Cost)
State and local government bonds..........   $      61     $       4     $     (1)  $      64
Foreign government bonds..................          49             1           (1)         49
Corporate securities......................       8,088           293         (232)      8,149
Asset-backed securities...................       1,863            46          (96)      1,813
- ---------------------------------------------------------------------------------------------
Total.....................................   $  10,061     $     344     $   (330)  $  10,075
- ---------------------------------------------------------------------------------------------
                                            -------------------------------------------------
Available for Sale (Carried at Fair Value)
Federal government bonds..................   $     393     $      35     $    (13)  $     415
State and local government bonds..........          48            --           (4)         44
Foreign government bonds..................         135             1           (6)        130
Corporate securities......................       5,042            84         (244)      4,882
Asset-backed securities...................       2,953            98         (198)      2,853
- ---------------------------------------------------------------------------------------------
Total.....................................   $   8,571     $     218     $   (465)  $   8,324
- ---------------------------------------------------------------------------------------------
                                            -------------------------------------------------
</TABLE>

                                       19
<PAGE>
  As of  December 31,  1993, gross  unrealized appreciation  (depreciation)  for
fixed  maturities,  including  policyholder  share, by  type  of  issuer  was as
follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
                                              Amortized                                       Fair
(IN MILLIONS)                                      Cost   Appreciation     Depreciation      Value
- --------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>            <C>              <C>
Held to Maturity (Carried at Amortized
  Cost)
State and local government bonds..........   $      56     $      12       $      --     $      68
Foreign government bonds..................          25             2              --            27
Corporate securities......................       8,495         1,106             (13)        9,588
Asset-backed securities...................       1,374           107              (6)        1,475
- --------------------------------------------------------------------------------------------------
Total.....................................   $   9,950     $   1,227       $     (19)    $  11,158
- --------------------------------------------------------------------------------------------------
                                            ------------------------------------------------------
Available for Sale (Carried at Fair Value)
Federal government bonds..................   $      77     $      10       $      --     $      87
State and local government bonds..........          43             4              --            47
Foreign government bonds..................         209            12              (2)          219
Corporate securities......................       5,244           670             (28)        5,886
Asset-backed securities...................       2,614           311             (19)        2,906
- --------------------------------------------------------------------------------------------------
Total.....................................   $   8,187     $   1,007       $     (49)    $   9,145
- --------------------------------------------------------------------------------------------------
                                            ------------------------------------------------------
</TABLE>

  At December  31,  1994,  contractual  fixed  maturity  investment  commitments
approximated  $226 million. The  majority of investment  commitments are for the
purchase of  investment grade  fixed  maturities, bearing  interest at  a  fixed
market  rate, and  require no collateral.  These commitments  are diversified by
issuer and maturity  date, and  it is  estimated that  the full  amount will  be
disbursed in 1995, with the majority occurring within the first three months.

  B)  SHORT-TERM  INVESTMENTS:   As of  December 31,  1994 and  1993, short-term
investments include debt  securities, principally corporate  securities of  $139
million  and  $36 million,  respectively;  federal government  securities  of $3
million and $53 million, respectively;  and foreign government securities of  $1
million and $7 million as of December 31, 1994 and 1993, respectively.

  C)  MORTGAGE LOANS  AND REAL  ESTATE:  The  Company's mortgage  loans and real
estate investments  are  diversified by  property  type and  location  and,  for
mortgage  loans, by borrower.  Mortgage loans are  collateralized by the related
properties and generally approximate 80% of the property's value at the time the
original loan is made.

  At December  31,  the  carrying  values of  mortgage  loans  and  real  estate
investments, including policyholder share, were as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                   1994       1993
- -----------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>
Mortgage Loans...........................................................  $   8,975  $   8,854
                                                                           ---------  ---------
Real estate:
  Held for sale..........................................................        760        807
  Held for production of income..........................................        682        677
                                                                           ---------  ---------
Total real estate........................................................      1,442      1,484
- -----------------------------------------------------------------------------------------------
Total....................................................................  $  10,417  $  10,338
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
</TABLE>

  Valuation reserves for mortgage loans, including policyholder share, were $115
million  and  $160  million as  of  December  31, 1994  and  1993, respectively.
Valuation reserves and cumulative write-downs related to real estate,  including
policyholder  share, were $294 million and $321  million as of December 31, 1994
and 1993, respectively.

                                       20
<PAGE>
  During 1994, 1993 and 1992, non-cash investing activities included real estate
acquired through foreclosure of mortgage loans, which totaled $127 million, $458
million and $411 million, respectively.

  At December  31, mortgage  loans  and real  estate investments  comprised  the
following property types and geographic regions:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                   1994       1993
- -----------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>
Property type:
  Office buildings.......................................................  $   4,092  $   4,252
  Retail facilities......................................................      3,867      3,650
  Hotels.................................................................        819        876
  Apartment buildings....................................................        997        905
  Other..................................................................        642        655
- -----------------------------------------------------------------------------------------------
Total....................................................................  $  10,417  $  10,338
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
Geographic region:
  Central................................................................  $   3,664  $   3,513
  Pacific................................................................      2,558      2,675
  Middle Atlantic........................................................      1,652      1,654
  South Atlantic.........................................................      1,585      1,557
  New England............................................................        958        939
- -----------------------------------------------------------------------------------------------
Total....................................................................  $  10,417  $  10,338
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
</TABLE>

  At December 31, 1994, scheduled mortgage loan maturities were as follows: 1995
- --  $752  million; 1996  -- $1.0  billion; 1997  -- $1.1  billion; 1998  -- $743
million; 1999 -- $1.2  billion, and $4.2  billion thereafter. Actual  maturities
could differ from contractual maturities because borrowers may have the right to
prepay  obligations  with  or without  prepayment  penalties, and  loans  may be
refinanced. During  1994 and  1993, the  Company refinanced  approximately  $600
million  and  $800  million, respectively,  of  its mortgage  loans  relating to
borrowers that were unable to obtain alternative financing.

  At  December  31,  1994,  contractual  commitments  to  extend  credit   under
commercial  mortgage loan agreements amounted to approximately $286 million, all
of which were at  a fixed market rate  of interest. These commitments  generally
expire  within one year, in most cases  within three months, and are diversified
by property  type  and  geographic  region. Included  in  these  commitments  is
approximately $180 million of commitments to refinance mortgage loans, currently
in a separate account, relating to borrowers that are not expected to be able to
obtain alternative financing.

  D)  NET  UNREALIZED APPRECIATION  (DEPRECIATION)  OF INVESTMENTS:   Unrealized
appreciation and  depreciation  for investments  carried  at fair  value  as  of
December 31, 1994 and 1993 were as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                      1994       1993
- --------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>
Unrealized appreciation:
  Fixed maturities..........................................................  $     218  $   1,007
  Equity securities.........................................................         22          4
                                                                              ---------  ---------
                                                                                    240      1,011
                                                                              ---------  ---------
Unrealized depreciation:
  Fixed maturities..........................................................       (465)       (49)
  Equity securities.........................................................        (12)        (5)
                                                                              ---------  ---------
                                                                                   (477)       (54)
                                                                              ---------  ---------
Less: Policyholder net unrealized appreciation (depreciation)...............       (141)       298
                                                                              ---------  ---------
Shareholder net unrealized appreciation (depreciation)......................        (96)       659
Less: Deferred income tax expenses (benefits)...............................        (30)       231
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation)..................................  $     (66) $     428
- --------------------------------------------------------------------------------------------------
                                                                              --------------------
</TABLE>

                                       21
<PAGE>
  Net  unrealized appreciation (depreciation) on investments that are carried at
fair value is included as a  separate component of Shareholders' Equity, net  of
policyholder  share and  deferred income taxes.  The increase  (decrease) in net
unrealized appreciation/depreciation was ($494)  million, $423 million and  ($3)
million  for the  years ended  December 31,  1994, 1993  and 1992, respectively,
including ($446) million and $443 million for fixed maturities that are  carried
at fair value for the years ended December 31, 1994 and 1993.

  The  net  unrealized  appreciation on  fixed  maturities that  are  carried at
amortized cost  is  not  recorded  in the  financial  statements.  The  increase
(decrease)  in  such net  unrealized appreciation  was ($1,194)  million, ($129)
million, and $115 million in 1994, 1993 and 1992, respectively.

  E) NON-INCOME PRODUCING INVESTMENTS:  At  December 31, the carrying values  of
investments  that  were non-income  producing  during the  preceding  12 months,
including policyholder share, were as follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                        1994       1993
- ----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>
Fixed maturities..............................................................  $      71  $      83
Mortgage loans................................................................         81         84
Real estate...................................................................        280        270
Other long-term investments...................................................         32         --
- ----------------------------------------------------------------------------------------------------
Total.........................................................................  $     464  $     437
- ----------------------------------------------------------------------------------------------------
                                                                                --------------------
</TABLE>

  F) DERIVATIVE FINANCIAL INSTRUMENTS:  The Company's investment strategy is  to
manage  investment assets to  reflect the underlying  characteristics of related
insurance and contractholder liabilities such as liquidity, currency, yield  and
duration,  which vary among the Company's principal product lines. In connection
with this investment strategy, the  Company uses derivative instruments  through
hedging applications to manage market risk.

  Generally,  the  Company uses  interest rate  swap  contracts to  create, when
combined with cash flows  from variable rate bonds,  fixed rate cash flows  that
meet  its portfolio  investment strategy. Currency  swaps are used  to match the
currency of  individual  investments  to that  of  the  associated  liabilities.
Interest  rate futures are  used to temporarily hedge  against changes in market
values of bonds  and mortgage loans  to be  purchased or sold,  and stock  index
futures  may be used  to hedge the  temporary cash position  of equity accounts.
Interest rate futures also are used to hedge interest rate risk associated  with
withdrawals by contractholders over a scheduled time period.

  Cash  requirements arise as  a result of  the Company's derivative activities.
Under interest rate swaps, the Company agrees with other parties to exchange, at
specified intervals,  the  difference  between  fixed  rate  and  variable  rate
interest  amounts calculated by  reference to an  agreed-upon notional principal
amount. Under futures  contracts, initial margin  requirements are settled  with
cash or other instruments and changes in the contract values are settled in cash
daily with the exchange on which the instrument is traded. Under currency swaps,
the   parties  generally  exchange  a  principal  amount  in  the  two  relevant
currencies, agreeing to re-exchange principal amounts at a specified future date
using an  agreed-upon  exchange  rate, and  agreeing  to  periodically  exchange
amounts equal to interest payments using the agreed-upon exchange rate.

  Because  the Company's use of derivatives  is limited to hedging applications,
changes in  the market  value of  the derivatives  are substantially  offset  by
changes  in the  market value  of the  hedged assets  or underlying liabilities,
minimizing  market  risk.   The  Company  routinely   monitors,  by   individual
counterparty,  exposure to credit  risk associated with  swap contracts. Futures
contracts are exchange-traded and, therefore,  credit risk is limited since  the
exchange  assumes the obligations. The Company  manages legal risks by following
industry standardized documentation procedures, by monitoring legal developments
and, consistent with its credit exposure policies, by limiting risks  associated
with  counterparty failure  by diversifying  the swaps  portfolio among approved
dealers of high credit quality.

                                       22
<PAGE>
  Changes in the market  value of futures contracts  that qualify as hedges  are
deferred  and recorded as adjustments to the  carrying value of the related bond
or mortgage loan. Deferred  gains and losses are  amortized into net  investment
income  over the  life of  the investments  purchased or  recognized in  full as
realized investment gains and losses in the event that the investment or futures
contract is sold prior to maturity.  Futures contracts totaled $142 million  and
$129  million as of December 31, 1994 and 1993, respectively, and were accounted
for as  hedges. At  December 31,  1994, gains  and losses  on futures  contracts
deferred in anticipation of investment purchases were $1 million and $3 million,
respectively.

  Net  interest received or paid on an interest rate swap contract is recognized
currently as  an  adjustment  to  net  investment  income.  Underlying  notional
principal  amounts associated with interest rate swap contracts outstanding were
$596 million and $542 million at December 31, 1994 and 1993, respectively.

  The interest payment cash flows received  in U.S. dollars from currency  swaps
related   to  foreign  currency  denominated  investment  securities  (primarily
Canadian dollars, pound sterling, Swiss francs, New Zealand dollars and Japanese
yen) are recognized  as net investment  income when received.  Gains and  losses
from  changes in exchange rates related to foreign currency swaps are recognized
in realized  investment gains  and losses,  offset by  exchange rate  gains  and
losses  on the related investments. Underlying principal amounts associated with
currency swap  contracts  outstanding were  $325  million and  $248  million  at
December 31, 1994 and 1993, respectively.

  As  of December 31, 1994, the Company's variable rate investments consisted of
approximately $810  million of  fixed maturities  and the  Company's fixed  rate
investments  consisted  of $18  billion of  fixed maturities  and $9  billion of
mortgage loans. For the year ended December  31, 1994, the average yield on  the
Company's  investments in fixed maturities and  mortgage loans was 8.7%. For the
year ended December 31, 1994, net investment income on bonds and mortgage  loans
was  increased  by $7  million  and $1  million,  respectively, as  a  result of
recognizing amortization of deferred market value changes in futures  contracts.
In  addition, the  increase in  net investment  income for  bonds resulting from
interest rate swap contracts  was $12 million, $19  million and $17 million  for
the years ended December 31, 1994, 1993 and 1992, respectively.

  G)  OTHER:  As of December 31, 1994 and 1993, the Company had no concentration
of investments in a single investee exceeding 10% of Shareholder's Equity.

NOTE 3 -- INVESTMENT INCOME AND GAINS AND LOSSES

  A) NET INVESTMENT INCOME:  The components of net investment income,  including
policyholder share, for the year ended December 31 were as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                            1994       1993       1992
- ---------------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
Fixed maturities..................................................  $   1,596  $   1,547  $   1,511
Mortgage loans....................................................        776        892        931
Equity securities.................................................         20         16          9
Policy loans......................................................        365        253        163
Real estate.......................................................        291        238        162
Other long-term investments.......................................         23         20         11
Short-term investments............................................          8         18         34
                                                                    ---------  ---------  ---------
                                                                        3,079      2,984      2,821
Less investment expenses..........................................        274        242        172
- ---------------------------------------------------------------------------------------------------
Net investment income.............................................  $   2,805  $   2,742  $   2,649
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</TABLE>

  Net  investment  income  attributable  to  policyholder  contracts,  which  is
included in the Company's revenues and  is primarily offset by amounts  included
in Benefits, Losses and Settlement Expenses,

                                       23
<PAGE>
was  approximately $1.5 billion for 1994 and $1.6 billion for 1993 and 1992. Net
investment income for separate accounts, which is not reflected in the Company's
revenues, was $693 million, $604 million and $656 million for December 31, 1994,
1993 and 1992, respectively.

  As of December 31,  1994, fixed maturities and  mortgage loans on  non-accrual
status,  including  policyholder  share,  were $272  million  and  $743 million,
including  restructured   investments  of   $148  million   and  $543   million,
respectively.  Amounts on non-accrual  status as of December  31, 1993 were $332
million of  fixed  maturities and  $827  million of  mortgage  loans,  including
restructurings  of $245 million  and $689 million,  respectively. If interest on
these investments had been recognized  in accordance with their original  terms,
net income would have been increased by $14 million, $17 million and $20 million
in 1994, 1993 and 1992, respectively.

  B)  REALIZED  INVESTMENT  GAINS AND  LOSSES:    Realized gains  and  losses on
investments, excluding policyholder share, for  the year ended December 31  were
as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                   1994        1993         1992
- -------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>          <C>         <C>
Realized investment gains (losses):
  Fixed maturities.....................................................   $       4   $      28    $       4
  Mortgage loans.......................................................          --          (5)         (16)
  Equity securities....................................................           2          (5)           4
  Real estate..........................................................          15         (66)         (13)
  Other................................................................           6         (17)           8
                                                                                ---         ---          ---
                                                                                 27         (65)         (13)
Income tax expenses (benefits).........................................          12         (16)         (31)
- -------------------------------------------------------------------------------------------------------------
Net realized investment gains (losses).................................   $      15   $     (49)   $      18
- -------------------------------------------------------------------------------------------------------------
                                                                                       ---------------------
</TABLE>

  Impairments  in the value of investments, net of recoveries, that are included
in realized investment gains  and losses were $33  million, $55 million and  $38
million in 1994, 1993 and 1992, respectively.

  Realized  investment  gains  (losses)  for separate  accounts,  which  are not
reflected in the Company's revenues, were  ($51) million, $612 million and  $243
million  for the  years ended  December 31,  1994, 1993  and 1992, respectively.
Realized investment (losses) attributable to policyholder contracts, which  also
are  not  reflected in  the  Company's revenues,  were  ($5) million  and ($103)
million for  the years  ended  December 31,  1993  and 1992,  respectively.  Net
realized  investment gains (losses) attributable  to policyholder contracts were
zero for the year ended December 31, 1994.

  During 1994, proceeds  from sales of  available-for-sale fixed maturities  and
equities,  including policyholder share, were  $1.4 billion. Such sales resulted
in gross  realized  gains and  gross  realized losses  of  $73 million  and  $70
million, respectively.

  During  1994, the  Company also  sold $14  million of  held to  maturity fixed
maturities, including policyholder  share, resulting  in gross  proceeds of  $12
million  and a pre-tax realized loss of  $2 million. In addition, $82 million of
fixed maturities classified as held  to maturity, including policyholder  share,
were transferred to the available-for-sale category at fair value, which was not
significantly  different from the carrying value.  The sales of fixed maturities
classified as  held to  maturity and  the  transfer of  such securities  to  the
available-for-sale  category were the result of significant credit deterioration
of the issuers of the affected investments.

  Prior  to  adoption  of  SFAS  No.  115,  proceeds  from  voluntary  sales  of
investments in fixed maturities, including policyholder share, were $599 million
and  $595 million in 1993  and 1992, respectively. Such  sales resulted in gross
realized gains and gross realized (losses), including policyholder share, of $36
million and ($3) million in 1993, compared with $36 million and ($14) million in
1992. These amounts exclude the effects of sales of fixed maturities that, prior
to  the  implementation  of  SFAS   No.  115,  were  classified  as   short-term
investments.

                                       24
<PAGE>
NOTE 4 -- SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS

  The Connecticut Insurance Department (the Department) recognizes as net income
and  surplus (shareholder's equity) those  amounts determined in conformity with
statutory accounting practices prescribed or permitted by the Department,  which
differ  in certain respects from generally accepted accounting principles. As of
December 31,  1994,  there  were  no  material  permitted  accounting  practices
utilized by the Company.

  Capital  stock  of the  Company at  December  31, 1994  and 1993  consisted of
5,978,322 shares of common stock  authorized, issued and outstanding (par  value
$5.00).

  Statutory  surplus was $2.0  billion at both  December 31, 1994  and 1993. The
Connecticut Insurance Holding Company  Act limits the  maximum amount of  annual
dividends  or  other  distributions  available  to  shareholders  of Connecticut
insurance companies without prior approval of the Insurance Commissioner.  Under
current  law, the maximum dividend distribution which may be made by the Company
during 1995 without prior approval is $429 million.

NOTE 5 -- INCOME TAXES

  In accordance with SFAS No. 109,  the Company adopted the liability method  of
accounting for income taxes as discussed in Note 1.

  As  of December 31, 1994 and 1993, the net deferred tax asset was $661 million
and $434 million, respectively.

  Management believes, based on  the Company's earnings  history and its  future
expectations,  that  the  Company's  taxable  income  in  future  years  will be
sufficient to realize the net deferred tax asset. In determining the adequacy of
future taxable income, management considered the future reversal of its existing
taxable temporary differences and available  tax planning strategies that  could
be implemented, if necessary.

  In  accordance  with the  Life Insurance  Company  Income Tax  Act of  1959, a
portion of the  Company's statutory  income was  not subject  to current  income
taxation  but was  accumulated in  an account  designated Policyholders' Surplus
Account. Under the Tax Reform Act of  1984, no further additions may be made  to
the Policyholders' Surplus Account for tax years ending after December 31, 1983.
The  balance in the account  of approximately $450 million  at December 31, 1994
would result  in a  tax liability  of  $158 million  (at a  35% rate),  only  if
distributed  to the shareholders or if the account balance exceeded a prescribed
maximum. No  income  taxes  have  been  provided  on  this  amount  because,  in
management's  opinion,  the  likelihood that  these  conditions will  be  met is
remote.

  CIGNA's federal  income tax  returns  are routinely  audited by  the  Internal
Revenue  Service (IRS), and  provisions are made in  the financial statements in
anticipation of the results of these audits. CIGNA resolved all issues  relative
to  the Company arising out of audits for 1982 through 1990 which resulted in an
increase to net income of $2 million, $3 million and $121 million for 1994, 1993
and 1992, respectively.

  In management's opinion,  adequate tax liabilities  have been established  for
all years.

                                       25
<PAGE>
  The tax effect of temporary differences which give rise to deferred income tax
assets and liabilities as of December 31 were as follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                     1994       1993
- ----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>

Deferred tax assets:
  Insurance and contractholder liabilities....................................  $     337  $     410
  Employee and retiree benefit plans..........................................        175        166
  Investments, net............................................................        220        152
  Unrealized depreciation on investments......................................         30         --
  Other.......................................................................         71        123
                                                                                ---------  ---------
  Total deferred tax assets...................................................        833        851
                                                                                ---------  ---------
Deferred tax liabilities:
  Policy acquisition expenses.................................................         60         68
  Depreciation................................................................        102        105
  Unrealized appreciation on investments......................................         --        235
  Other.......................................................................         10          9
                                                                                ---------  ---------
  Total deferred tax liabilities..............................................        172        417
- ----------------------------------------------------------------------------------------------------
  Deferred income taxes, net..................................................  $     661  $     434
- ----------------------------------------------------------------------------------------------------
                                                                                --------------------
</TABLE>

  As  a result  of the  Omnibus Budget  Reconciliation Act  of 1993  (OBRA), the
federal corporate income tax rate increased by one percent to 35% retroactive to
January 1, 1993.  Deferred income  tax benefits  for 1993  included $13  million
related  to an increase in the Company's net deferred tax asset as of January 1,
1993, due to the effect of the tax rate increase.

  Total income tax expense was less  than the amount computed using the  nominal
federal income tax rate for the following reasons:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                             1994       1993       1992
- -------------------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>        <C>
Tax expense at nominal rate (35% for 1994 and 1993, 34% for 1992).....  $     271  $     261  $     199
Tax-exempt interest income............................................         (7)        (6)        (5)
Dividends received deduction..........................................         (3)        (4)        (5)
Amortization of goodwill..............................................          4          5          5
Resolved federal tax audit issues.....................................         (2)        (3)      (121)
Increase in deferred tax asset for tax rate change....................         --        (13)        --
Other, net............................................................          2         (4)        (3)
- -------------------------------------------------------------------------------------------------------
Total income tax expense..............................................  $     265  $     236  $      70
- -------------------------------------------------------------------------------------------------------
                                                                        -------------------------------
</TABLE>

  Temporary  and other  differences which resulted  in the  deferred tax expense
(benefit) for the year ended December 31 were as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                            1994       1993       1992
- ------------------------------------------------------------------------------------------------------
<S>                                                                    <C>        <C>        <C>
Insurance and contractholder liabilities.............................  $      93  $     (80) $     (31)
Policy acquisition expenses..........................................         (8)       (39)       (11)
Investments, net.....................................................        (19)       (36)        (3)
Employee and retiree benefit plans...................................         (9)       (16)        (3)
Realized investment gains/losses.....................................        (20)       (24)       (18)
Other................................................................          8         (2)         5
- ------------------------------------------------------------------------------------------------------
Deferred taxes (benefits)............................................  $      45  $    (197) $     (61)
- ------------------------------------------------------------------------------------------------------
                                                                       -------------------------------
</TABLE>

                                       26
<PAGE>
NOTE 6 -- PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS PLANS

  A) PENSION  PLANS:   The  Company  provides retirement  benefits  to  eligible
employees  and agents. These  benefits are provided  through a single integrated
plan (the  Plan) sponsored  by CIGNA  covering most  domestic employees  and  by
several  separate  pension plans  for various  subsidiaries, agents  and foreign
employees.

  The Plan is a  non-contributory, defined benefit,  trusteed plan available  to
eligible  domestic employees. Benefits are based  on employees' years of service
and compensation  during  the  highest  three or,  if  service  commenced  after
December  31, 1988, five consecutive years of employment, offset by a portion of
the Social Security benefit  for which they are  eligible. CIGNA funds at  least
the  minimum amount required  by the Employee Retirement  Income Security Act of
1974. Allocated pension cost  for the Company was  $31 million, $27 million  and
$24 million in 1994, 1993 and 1992, respectively.

  The  Plan, and  several separate  pension plans  for various  subsidiaries and
agents, had deposits with the  Company totalling approximately $1.7 billion  and
$1.6 billion at December 31, 1994 and 1993, respectively.

  B)  OTHER POSTRETIREMENT  BENEFITS PLANS:   In  addition to  providing pension
benefits, the Company provides certain  health care and life insurance  benefits
to  retired  employees, spouses  and other  eligible dependents  through various
plans sponsored by CIGNA. A substantial  portion of the Company's employees  may
become  eligible for these benefits upon retirement.  As of January 1, 1992, the
health care benefit plans required nominal contributions by retirees. In  August
1992,  CIGNA  amended  its  plans effective  January  1,  1993,  whereby CIGNA's
contributions for health  care benefits  will depend  upon a  retiree's date  of
retirement, age and years of service. In addition, the plan amendments increased
the  level of other cost-sharing features,  such as deductibles and coinsurance.
Under the  terms  of the  benefit  plans, benefit  provisions  and  cost-sharing
features  can continue to be adjusted.  In general, retiree health care benefits
are not  funded and  are paid  as covered  expenses are  incurred. Retiree  life
insurance  benefits  are  paid  from  plan assets  or  as  covered  expenses are
incurred.

  Effective January 1, 1992,  the Company adopted  SFAS No. 106  for all of  its
postretirement  benefit plans  (See Note 1).  Under SFAS No.  106, an employer's
postretirement benefit  liability  is  primarily  measured  by  determining  the
present  value of  the projected  future costs  of health  benefits based  on an
estimate of health care  cost trend rates.  Expense for postretirement  benefits
other  than pensions allocated to the Company totalled $28 million for 1994, $15
million for 1993  and $23  million for  1992. The  other postretirement  benefit
liability  included in Accounts Payable,  Accrued Expenses and Other Liabilities
as of December 31, 1994  and 1993 was $422  million and $415 million,  including
net  intercompany  payables of  $29 million  and  $32 million,  respectively for
services provided by affiliates' employees.

  C) OTHER  POSTEMPLOYMENT  BENEFITS:    The  Company  provides  certain  salary
continuation (severance and disability), health care and life insurance benefits
to  inactive and former employees, spouses and other eligible dependents through
various employee benefit plans sponsored by CIGNA. Those plans are unfunded  and
noncontributory, except for the life insurance and health care plans.

  Although  severance benefits  accumulate with additional  service, the Company
recognizes severance expense  when severance is  probable and the  costs can  be
reasonably  estimated. Postemployment benefits other than severance generally do
not vest or  accumulate; therefore, the  estimated cost of  benefits is  accrued
when  determined  to be  probable and  estimable,  generally upon  disability or
termination. See Note 1 for  additional information regarding implementation  of
SFAS No. 112.

  D)  CAPITAL ACCUMULATION PLANS:   CIGNA sponsors  various capital accumulation
plans in  which  employee  contributions  on a  before-tax  basis  (401(k))  are
supplemented by CIGNA matching contributions. Contributions are invested, at the
election    of   the   employee,    in   one   or    more   of   the   following

                                       27
<PAGE>
investments:  CIGNA  common  stock  fund,  several  non-CIGNA  stock  and   bond
portfolios and a fixed-income fund. The Company's expense for such plans totaled
$14  million, $13 million and $12 million  for December 31, 1994, 1993 and 1992,
respectively.

NOTE 7 -- LEASES AND RENTALS

  Rental expenses for operating leases,  principally with respect to  buildings,
amounted  to $62 million,  $66 million and  $65 million in  1994, 1993 and 1992,
respectively.

  As  of  December  31,   1994,  future  net   minimum  rental  payments   under
non-cancelable  operating leases were  $151 million, payable  as follows: 1995 -
$48 million; 1996 -$43 million; 1997 -  $27 million; 1998 - $14 million; 1999  -
$10 million; and $9 million thereafter.

NOTE 8 -- REINSURANCE

  In  the  normal  course  of  business,  the  Company  enters  into agreements,
primarily relating to short-duration contracts,  to assume and cede  reinsurance
with  other insurance companies. Reinsurance is  ceded primarily to limit losses
from large  exposures and  to permit  recovery of  a portion  of direct  losses,
although   ceded  reinsurance  does  not  relieve  the  originating  insurer  of
liability. The Company evaluates the  financial condition of its reinsurers  and
monitors  concentrations of credit risk arising from similar geographic regions,
activities, or economic characteristics of its reinsurers. Failure of reinsurers
to indemnify the  Company, as a  result of reinsurer  insolvencies or  disputes,
could  result  in  losses.  As of  December  31,  1994 and  1993  there  were no
allowances for  uncollectible amounts.  While future  charges for  unrecoverable
reinsurance  may materially affect results of operations in future periods, such
amounts are not  expected to  have a material  adverse effect  on the  Company's
liquidity or financial condition.

  The  effects of reinsurance on net earned premiums and fees for the year ended
December 31 were as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                         1994       1993       1992
- ---------------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
SHORT-DURATION CONTRACTS
Premiums and Fees:
  Direct..........................................................  $   3,419  $   2,666  $   2,461
  Assumed.........................................................        716      1,248      1,320
  Ceded...........................................................       (291)      (329)      (197)
- ---------------------------------------------------------------------------------------------------
  Net earned premiums and fees....................................  $   3,844  $   3,585  $   3,584
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------

- ---------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                            1994       1993       1992
- ---------------------------------------------------------------------------------------------------
LONG-DURATION CONTRACTS
Premiums and Fees:
  Direct..........................................................  $   1,068  $   1,023  $     827
  Assumed.........................................................        126        166        204
  Ceded...........................................................        (78)       (70)       (74)
- ---------------------------------------------------------------------------------------------------
  Net earned premiums and fees....................................  $   1,116  $   1,119  $     957
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</TABLE>

  The effects of  reinsurance on  written premiums and  fees for  short-duration
contracts  were not materially different from the amounts shown above. Benefits,
Losses and Settlement Expenses for 1994,  1993 and 1992 were net of  reinsurance
recoveries of $149 million, $119 million and $124 million, respectively.

                                       28
<PAGE>
NOTE 9 -- CONTINGENCIES

  A)  FINANCIAL GUARANTEES:   The Company  is contingently  liable for financial
guarantees provided  in the  ordinary course  of business  on the  repayment  of
principal  and  interest on  certain industrial  revenue bonds.  The contractual
amounts of financial guarantees reflect the Company's maximum exposure to credit
loss in the  event of  nonperformance. To limit  the Company's  exposure in  the
event  of default of any guaranteed obligation, various programs are in place to
ascertain the creditworthiness of guaranteed parties and to monitor this  status
on a periodic basis. Risk is further reduced through reinsurance and, in certain
programs, use of letters of credit and other types of security.

  The industrial revenue bonds guaranteed directly by the Company have remaining
maturities of up to 21 years. The guarantees provide for payment of debt service
only  as it becomes  due; consequently, an  event of default  would not cause an
acceleration of scheduled principal and interest payments. The principal  amount
of  the bonds guaranteed by  the Company at December 31,  1994 and 1993 was $296
million and $323 million, respectively.  Revenues in connection with  industrial
revenue  bond guarantees are  derived principally from  equity participations in
the related projects and are included  in Net Investment Income as earned.  Loss
reserves for financial guarantees are established when a default has occurred or
when  the Company believes that a loss  has been incurred. During 1994 and 1992,
losses  for  industrial  revenue  bonds   were  $1  million,  and  $4   million,
respectively. There were no such losses in 1993.

  Prior to 1993, the Company had an arrangement with CIGNA Property and Casualty
Insurance  Company (CIGNA P&C), an affiliate, whereby the Company guaranteed the
performance of certain  investments purchased  to support a  group accident  and
health  reinsurance agreement between the companies. (See Note 11 for additional
information.) In accordance  with 1993 amendments  to the reinsurance  treaties,
the  Company and  CIGNA P&C mutually  agreed to terminate  this arrangement. The
principal amount of such investments guaranteed by the Company was $150  million
as  of December  31, 1992. A  loss of $2  million related to  this guarantee was
reported by the Company in 1992.

  The Company also guarantees a minimum  level of benefits for certain  separate
account   contracts  and,  in  the  event   that  separate  account  assets  are
insufficient to fund minimum policy benefits,  the Company is obligated to  fund
the  difference. As of December 31, 1994 and 1993, the amount of minimum benefit
guarantees for separate  account contracts  was $4.8 billion  and $4.9  billion,
respectively.  Reserves  in addition  to  the separate  account  liabilities are
established when the Company  believes a payment will  be required under one  of
these  guarantees. As of December 31, 1994 and 1993, reserves of $6 million were
recorded. Guarantee  fees are  part of  the overall  management fee  charged  to
separate accounts and are recognized in income as earned.

  Although  the  ultimate outcome  of any  loss  contingencies arising  from the
Company's financial guarantees  may adversely  affect results  of operations  in
future  periods, they are not expected to  have a material adverse effect on the
Company's liquidity or financial condition.

  B) REGULATORY AND INDUSTRY DEVELOPMENTS:  The Company's businesses are subject
to a changing  social, economic, legal,  legislative and regulatory  environment
which  could adversely affect them. Some  of the changes include initiatives to:
restrict insurance pricing and the application of underwriting standards; reform
health care; restrict investment practices; and expand regulation.

  Proposals on  national health  care reform  were under  consideration in  1994
which  could  have significantly  changed the  way health  care is  financed and
delivered in  the United  States.  Congress recessed  in 1994  without  enacting
health  care reform.  New legislation could  be introduced in  Congress in 1995;
however, comprehensive national  reform is not  likely to be  proposed in  1995.
Instead,  the  Company  expects  federal  and  state  proposals  seeking  modest
insurance reform and  limitations on  the formation and  operation of  efficient
health  care  networks.  Due to  uncertainties  associated with  the  timing and
content of  any health  care legislation,  the effect  on the  Company's  future
results  of operations,  liquidity or  financial condition  cannot be reasonably
estimated at this time.

                                       29
<PAGE>
  The National Association of Insurance Commissioners (NAIC) has developed model
solvency-related guidelines ("risk-based capital" rules) to strengthen  solvency
regulation  of  insurance companies.  Depending on  the  ratio of  the insurer's
surplus to  its risk-based  capital, the  insurer could  be subject  to  various
regulatory  actions ranging  from increased  scrutiny to  conservatorship. As of
December 31, 1994, the Company  was adequately capitalized under the  risk-based
capital  rules. Also,  the NAIC  is addressing a  proposal that  would limit the
types and  amounts  of  investments  held. The  Company  does  not  expect  such
guidelines  to  have  a  material  adverse  effect  on  its  future  results  of
operations, liquidity or financial condition.

  Unfavorable economic conditions have contributed to an increase in the  number
of  insurance  companies that  are impaired  or insolvent.  This is  expected to
result in an increase  in mandatory assessments by  state guaranty funds of,  or
voluntary   payments  by,  solvent  insurance   companies  to  cover  losses  to
policyholders of insolvent  or rehabilitated  companies. Mandatory  assessments,
which  are subject  to statutory  limits, can  be partially  recovered through a
reduction in  future  premium taxes  in  some states.  Assessments  against  the
Company  were $12 million, $10  million and $7 million  for 1994, 1993 and 1992,
respectively, before giving  effect to future  premium tax recoveries.  Although
future  assessments and payments  may adversely affect  results of operations in
future periods, such amounts are not expected to have a material adverse  effect
on the Company's liquidity or financial condition.

  The  eventual effect on  the Company of  the changing environment  in which it
operates remains uncertain.

C) LITIGATION:

  The Company is  routinely engaged  in litigation incidental  to its  business,
including  litigation associated with syndicated  investment products. While the
outcome of  all litigation  involving the  Company, including  insurance-related
litigation, cannot be determined, litigation is not expected to result in losses
that  differ from recorded reserves by amounts that would be material to results
of operations, liquidity or financial condition.

NOTE 10 -- FAIR VALUE OF FINANCIAL INSTRUMENTS

  Financial instruments that are subject  to fair value disclosure  requirements
(insurance  contracts, real estate, goodwill and taxes are excluded) are carried
in the  financial statements  at amounts  that approximate  fair values,  unless
otherwise  indicated  in the  table below.  The fair  values used  for financial
instruments are estimates that in many  cases may differ significantly from  the
amounts that could be realized upon immediate liquidation. In cases where market
prices  are not available, estimates of fair  value are based on discounted cash
flow analyses  which  utilize  current  interest  rates  for  similar  financial
instruments  with  comparable  terms  and  credit  quality.  The  fair  value of
liabilities for  contractholder deposit  funds was  estimated using  the  amount
payable  on demand and,  for those not  payable on demand,  discounted cash flow
analyses.

  The following table presents carrying amounts and estimated fair values as  of
December  31 for the Company's financial instruments that are not carried in the
financial statements at amounts approximating fair value.

<TABLE>
<CAPTION>
                                                               1994                    1993
- ----------------------------------------------------------------------------------------------------
                                                         Carrying       Fair     Carrying       Fair
(IN MILLIONS)                                              Amount      Value       Amount      Value
- ----------------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>        <C>          <C>
Fixed maturities-held to maturity...................   $  10,061   $  10,075   $   9,950   $  11,158
Mortgage loans......................................   $   8,975   $   8,610   $   8,854   $   9,053
Contractholder deposit funds --
 non-insurance products.............................   $  18,561   $  18,512   $  19,042   $  20,249
- ----------------------------------------------------------------------------------------------------
</TABLE>

  For additional information on fair values of fixed maturities, see Note  2(A).
Fair  values of off-balance-sheet financial instruments  as of December 31, 1994
and 1993 were not material.

                                       30
<PAGE>
NOTE 11 -- RELATED PARTY TRANSACTIONS

  The  Company  has  ceded   group  accident  and   health  business  under   an
experience-rated stop loss agreement to CIGNA P&C. Reinsurance recoverables from
CIGNA  P&C were  $1.3 billion and  $1.5 billion  at December 31,  1994 and 1993,
respectively. During 1993 and 1992, the Company earned experience-rated  refunds
from  CIGNA  P&C,  net of  premiums  ceded,  of $63  million,  and  $25 million,
respectively.  Effective  January  1,  1995  the  reinsurance  arrangement   was
terminated. Effective with this termination, reserves of $312 million, primarily
related  to  long-term  disability  business, were  recaptured,  with  CIGNA P&C
assuming responsibility for  runout claims  on the  remaining reserves.  Assets,
principally  mortgages, with a fair market value equal to reserves were received
as part of the recapture.

  The Company  has assumed  the settlement  annuity and  group pension  business
written  by  Life  Insurance  Company of  North  America  (LINA),  an affiliate.
Reserves held by the Company with respect to this business were $1.8 billion  at
December 31, 1994 and 1993.

  The  Company  cedes all  long-term  disability business  to  LINA. Reinsurance
recoverables from LINA at December 31, 1994 and 1993 were $921 million and  $911
million, respectively.

  The  Company  had  lines of  credit  available from  affiliates  totaling $600
million at both  December 31,  1994 and 1993.  All borrowings  are payable  upon
demand  with  interest rates  equivalent to  CIGNA's average  monthly short-term
borrowing rate plus 1/4 of 1%. Interest  expense was $1 million for 1994 and  $3
million  for 1993  and 1992.  As of December  31, 1994  and 1993,  there were no
borrowings outstanding under such lines.

  The Company extended lines of credit  to affiliates totalling $600 million  at
December  31, 1994  and 1993.  All loans are  payable upon  demand with interest
rates equivalent to  CIGNA's average  monthly short-term borrowing  rate. As  of
December  31, 1994  and 1993,  the Company  had $1.5  million and  $2.5 million,
respectively, in outstanding loans to affiliates under such lines.

  The Company,  together  with other  CIGNA  subsidiaries, has  entered  into  a
pooling arrangement known as the CIGNA Corporate Liquidity Account (the Account)
for  the  purpose  of  maximizing earnings  on  funds  available  for short-term
investments. As of December 31, 1994 and 1993, the Company had a balance in  the
Account of $259 million and $99 million, respectively.

  CIGNA allocates to the Company its share of operating expenses incurred at the
corporate  level. The Company also allocates a portion of its operating expenses
to affiliated  companies  on whose  behalf  it performs  certain  administrative
services.

                                       31
<PAGE>
                           PART C.  OTHER INFORMATION
<PAGE>
ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

    (a) Financial Statements

     (1)
       Registrant  --  Not Applicable.  Registrant  did not  commence operations
       until April 10, 1995.

     (2)
       Depositor

       (A) Statements of  Income  and  Retained Earnings  for  the  Years  Ended
           December 31, 1994, 1993, and 1992.

       (B) Balance Sheets As of December 31, 1994 and 1993.

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

    (b) Exhibits

     (1)
       Resolution of Board of Directors Authorizing Establishment of Registrant*

     (2)
       Not Applicable

   
     (3)
       Form of  Selling  Agreement  among  Connecticut  General  Life  Insurance
       Company,  CIGNA Financial  Advisors, Inc.  as principal  underwriter, and
       selling dealers.
    

   
     (4)
       (A)__Form of Connecticut General Life Insurance Company Variable  Annuity
       Contract Form Number AN 400, together with Optional Methods of Settlement
       Riders (Form Numbers AR 400 and AR 401).*
    

   
       (B)__Form  of Connecticut  General Life Insurance  Company Group Variable
       Annuity Contract Form Number  AN 423, together  with Optional Methods  of
       Settlement Riders (Form Numbers AR 423 and AR 423-U).
    

   
       (C)__Form  of Connecticut  General Life Insurance  Company Group Variable
       Annuity Certificate Form Number AN 424, together with Optional Methods of
       Settlement Riders (Form Numbers AR 424 and AR 424-U).
    

   
     (5)
       (A)__Form of  Application  Which  May  Be Used  in  Connection  with  the
       Contract  Shown As Exhibit (4)(A), and  Addendum (Form Numbers B10242 and
       B10243).*
    

   
       (B)__Form of  Application  Which  May  Be Used  in  Connection  with  the
       Contract Shown As Exhibit (4)(B) (Form Number B10279).
    

   
       (C)__Form  of  Application  Which  May Be  Used  in  Connection  with the
       Certificate Shown As  Exhibit (4)(C), and  Addendum (Form Numbers  B10282
       and B10281).
    

   
     (6)
       (A)   Certificate of Incorporation  (Charter) of Connecticut General Life
       Insurance Company, as amended
    

   
       (B)  By-Laws of Connecticut General Life Insurance Company
    

     (7)
       Not Applicable

     (8)
       Not Applicable

   
     (9)
       Opinion of  Robert  A.  Picarello, Esq.,  Chief  Counsel  of  Connecticut
       General Life Insurance Company
    

    (10)
       (A)  Consent of Independent Accountants

   
       (B)  Consent of Counsel (included in Exhibit 9)
    

    (11)
       Not Applicable

    (12)
       Not Applicable

    (13)
       Schedules for Computation of Performance Data*

    (14)
       Not Applicable

   
*  Incorporated by reference to previous  filings of this Registration Statement
(Filed August 19, 1994)
    

1
<PAGE>
ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

    The principal business  address of  each of  the directors  and officers  of
Connecticut General Life Insurance Company (the "Company") is the company's Home
Office, 900 Cottage Grove Road, Hartford, Connecticut 06152.

DIRECTORS AND OFFICERS OF DEPOSITOR

   
<TABLE>
<CAPTION>
NAME                                     POSITIONS AND OFFICES WITH DEPOSITOR
- -----------------------  ---------------------------------------------------------------------
<S>                      <C>
Thomas C. Jones          President (Principal Executive Officer)
James T. Kohan           Vice President and Actuary (Principal Financial Officer)
Robert Moose             Vice President (Principal Accounting Officer)
David C. Kopp            Corporate Secretary
Harold W. Albert         Director
S. Tyrone Alexander      Director
Martin A. Brennan        Director
Robert W. Burgess        Director
John G. Day              Director
R. Chris Doerr           Director
Lawrence P. English      Director
Joseph M. Fitzgerald     Director
Arthur C. Reeds, III     Director
W. Allen Schaffer, MD    Director
Patricia L. Rowland      Director
</TABLE>
    

ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
          REGISTRANT

    There  follows a chart of persons controlled by or under common control with
the Depositor. The  consolidated financial statements  of the Depositor  include
the accounts of the Depositor and its wholly-owned subsidiaries.

ITEM 27.  NUMBER OF PURCHASERS

    As of April 7, 1995 there were 0 owners of the Contracts.

ITEM 28.  INDEMNIFICATION

    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

2
<PAGE>
a  director  or officer  against judgments,  fines,  penalties, amounts  paid in
settlement and reasonable expenses, including attorney's 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
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 be 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 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.

    C.G.S. 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.  Notwithstanding   the  above,

                                                                               3
<PAGE>
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.

    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 provision, 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.

    The directors and officers may also be covered by an errors and omissions or
other insurance policies.

ITEM 29.  PRINCIPAL UNDERWRITER

    The Registrant's principal underwriter is CIGNA Financial Advisors, Inc.
("CFA"). CFA also acts as principal underwriter of Connecticut General Life
Insurance Company's CG Variable Annuity Separate Account, a registered unit
investment trust issuing variable annuity contracts, CG Variable Life Insurance
Separate Account I, a registered unit investment trust issuing variable life
insurance policies, and a separate account issuing variable life insurance
contracts not required to be registered under the Investment Company Act of
1940. CFA's address is 900 Cottage Grove Road, Hartford, Connecticut 06152.

DIRECTORS AND OFFICERS OF PRINCIPAL UNDERWRITER

   
<TABLE>
<CAPTION>
NAME                                   POSITIONS AND OFFICES WITH UNDERWRITER
- --------------------  ------------------------------------------------------------------------
<S>                   <C>
Edward M. Berube      President and Director
John Wilkinson        Director
Roy H. Bubbs          Vice President
Robert F. Clark       Vice President
Karen R. Matheson     Vice President
Allan P. Wick         Vice President and Treasurer
Robert A. Picarello   Chief Counsel and Assistant Secretary
Robert B. Pinkham     Assistant Vice President
David C. Kopp         Secretary
David A. Carlson      Assistant Secretary
Howard R. Loos        Assistant Secretary
Tina L. O'Connor      Assistant Secretary
Pamela S. Williams    Assistant Secretary
Charlotte J. Cardone  Assistant Treasurer
Gail B. Marcus        Assistant Treasurer
</TABLE>
    

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

    The  records required  to be maintained  by Section 31(a)  of the Investment
Company Act  of  1940  and  Rules 31a-1  to  31a-3  promulgated  thereunder  are
maintained  by Connecticut General Life Insurance  Company at its Home Office at
900 Cottage Grove Road, Hartford, CT 06152.

ITEM 31.  MANAGEMENT SERVICES

    All management policies are discussed in Part A or Part B.

4
<PAGE>
ITEM 32.  UNDERTAKINGS

    (a) Registrant undertakes that  it will file a  post effective amendment  to
this  registration statement under  the Securities Act of  1933 as frequently as
necessary to ensure that  the audited financial  statements in the  registration
statement  are never  more than 16  months old  for so long  as Premium Payments
under the Contracts may be accepted.

    (b) Registrant undertakes  that it  will include  either (i)  a postcard  or
similar  written communication affixed to or included in the Prospectus that the
applicant can remove to send for a Statement of Additional Information or (ii) a
space in  the Contract  application that  an applicant  can check  to request  a
Statement of Additional Information.

   
    (c)  Registrant undertakes to deliver promptly, upon written or oral request
made to  Connecticut General  Life Insurance  Company at  the address  or  phone
number listed in the Prospectus, any Statement of Additional Information and any
financial  statements required by Form N-4 to be made available to applicants or
owners.
    

SECTION 403(B) REPRESENTATION

    Registrant represents  that  it  is  relying on  a  no-action  letter  dated
November 28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88),
regarding  Sections 22(e), 27(c)(1)  and 27(d) of the  Investment Company Act of
1940, in connection with redeemability restrictions on Section 403(b) Contracts,
and that paragraphs  numbered (1) through  (4) of that  letter will be  complied
with.

                                                                               5
<PAGE>
   
    As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Post-Effective Amendment to its
Registration Statement on Form N-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Bloomfield and State of
Connecticut on this 16th day of June, 1995.
    

                                          CG VARIABLE ANNUITY SEPARATE ACCOUNT
                                          II
                                          (Name of Registrant)

   
                                          By:         /s/ THOMAS C. JONES
    

                                             -----------------------------------
   
                                                       Thomas C. Jones
                                                          PRESIDENT
                                             CONNECTICUT GENERAL LIFE INSURANCE
                                                           COMPANY
    

                                          CONNECTICUT GENERAL LIFE INSURANCE
                                          COMPANY
                                          (Name of Depositor)

   
                                          By:         /s/ THOMAS C. JONES
    

                                             -----------------------------------
   
                                                       Thomas C. Jones
                                                          PRESIDENT
    

   
    As required by the Securities Act of 1933, this Amendment to Registrant's
Registration Statement has been signed below on June 16, 1995 by the following
persons, as officers and directors of the Depositor, in the capacities
indicated.
    

   
<TABLE>
<CAPTION>
                   SIGNATURE                                                TITLE
- ------------------------------------------------  ---------------------------------------------------------

<C>                                               <S>
                    /S/ THOMAS C. JONES
     --------------------------------------       President (Principal Executive Officer)
                Thomas C. Jones

                                *
     --------------------------------------       Vice President and Actuary
                 James T. Kohan                    (Principal Financial Officer)

                                *
     --------------------------------------       Vice President
                  Robert Moose                     (Principal Accounting Officer)

                                *
     --------------------------------------       Director
                Harold W. Albert

                                *
     --------------------------------------       Director
              S. Tyrone Alexander

                                *
     --------------------------------------       Director
               Martin A. Brennan
</TABLE>
    
<PAGE>
   
<TABLE>
<C>                                               <S>
                                *
     --------------------------------------       Director
               Robert W. Burgess

                                *
     --------------------------------------       Director
                  John G. Day

                                *
     --------------------------------------       Director
                 R. Chris Doerr

                                *
     --------------------------------------       Director
              Lawrence P. English

                                *
     --------------------------------------       Director
              Joseph M. Fitzgerald

                                *
     --------------------------------------       Director
              Arthur C. Reeds, III

                                *
     --------------------------------------       Director
              Patricia L. Rowland

                                *
     --------------------------------------       Director
            W. Allen Schaffer, M.D.

      *By         /s/ ROBERT A. PICARELLO
       ----------------------------------
              Robert A. Picarello
                ATTORNEY-IN-FACT
</TABLE>
    
<PAGE>
                               POWER OF ATTORNEY

   
    We, the undersigned directors and officers of Connecticut General Life
Insurance Company, hereby severally constitute and appoint David C. Kopp and
Robert A. Picarello, and each of them individually, our true and lawful
attorneys-in-fact, with full power to them and each of them to sign for us, in
our names and in the capacities indicated below, any and all amendments to
Registration Statement No. 33-83020 filed with the Securities and Exchange
Commission under the Securities Act of 1933, hereby ratifying and confirming our
signatures as they may be signed by either of our attorneys-in-fact to any such
Registration Statement.
    

    WITNESS our hands and common seal on this 31st day of May, 1995.

<TABLE>
<CAPTION>
                   SIGNATURE                                                TITLE
- ------------------------------------------------  ---------------------------------------------------------

<C>                                               <S>
                    /S/ THOMAS C. JONES
     --------------------------------------       President (Principal Executive Officer)
                Thomas C. Jones

                    /S/ JAMES T. KONAN
     --------------------------------------       Vice President and Actuary (Principal Financial Officer)
                 James T. Konan

                      /S/ ROBERT MOOSE
     --------------------------------------       Vice President (Principal Accounting Officer)
                  Robert Moose

                   /S/ HAROLD W. ALBERT
     --------------------------------------       Director
                Harold W. Albert

                 /S/ S. TYRONE ALEXANDER
     --------------------------------------       Director
              S. Tyrone Alexander

                  /S/ MARTIN A. BRENNAN
     --------------------------------------       Director
               Martin A. Brennan

                  /S/ ROBERT W. BURGESS
     --------------------------------------       Director
               Robert W. Burgess

                       /S/ JOHN G. DAY
     --------------------------------------       Director
                  John G. Day

                    /S/ R. CHRIS DOERR
     --------------------------------------       Director
                 R. Chris Doerr

                 /S/ LAWRENCE P. ENGLISH
     --------------------------------------       Director
              Lawrence P. English

                /S/ JOSEPH M. FITZGERALD
     --------------------------------------       Director
              Joseph M. Fitzgerald

                 /S/ ARTHUR C. REEDS, III
     --------------------------------------       Director
              Arthur C. Reeds, III

              /S/ W. ALLEN SCHAFFER, M.D.
     --------------------------------------       Director
            W. Allen Schaffer, M.D.

                 /S/ PATRICIA L. ROWLAND
     --------------------------------------       Director
              Patricia L. Rowland
</TABLE>

<PAGE>


                                                                Exhibit 3



                         BROKER-DEALER SELLING AGREEMENT


     AGREEMENT by and between Connecticut General Life Insurance Company, a
Connecticut corporation ("CG Life"), CIGNA Financial Advisors, Inc. ("CFA"), 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 NASD.

                                   WITNESSETH:

     WHEREAS, CG Life proposes to have Broker-Dealer's registered
representatives ("Representatives") who are also licensed to sell insurance in
appropriate jurisdictions 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, CG Life has appointed CFA as the Principal Distributor of the
Policies and has agreed with CFA that CFA 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 CFA proposes to delegate, to the extent legally
permitted, said supervisory duties to Broker-Dealer; and

     WHEREAS, CG Life and CFA propose to have Broker-Dealer provide certain
administrative services as described within this Agreement 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.  CG Life and CFA hereby appoint
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 CG Life to which this Agreement
applies are listed in Exhibit A.  Exhibit A may be amended from time-to-time by
CG Life.  CG Life in its sole

<PAGE>

discretion and without notice to Broker-Dealer, may suspend sales of any
Policies or may amend any policies or contracts evidencing such Policies if, in
CG Life's opinion, such suspension or amendment is; (1) necessary for compliance
with federal, state, or local laws, regulations, or administrative order(s); or,
(2) necessary to prevent administrative or financial hardship to CG Life.  In
all other situations, CG Life shall provide 30 days notice to Broker-Dealer
prior to suspending sales of any Policies or amending 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
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, or maintain a validly licensed insurance agency
subsidiary in those states in which Broker-Dealer cannot obtain a corporate
agent's license.

     5.   APPOINTMENTS.  Broker-Dealer shall assist CG 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 General Letter of
Recommendation, attached as Exhibit B, in conjunction with the submission of
licensing/appointment papers for all applicants as insurance agents of CG Life.
All such licensing/appointment papers should be submitted to CG Life or its duly
appointed agent by Broker-Dealer.  Notwithstanding such submission, CG Life
shall have sole discretion to appoint, refuse to appoint, discontinue, or
terminate the appointment of any Representative as an insurance agent of CG
Life.

     6.   SECURING APPLICATIONS.  All applications for Policies shall be made on
application forms supplied by CG 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 CG Life at the address indicated on such application
or to such other address as CG Life may, from time-to-time, designate

<PAGE>

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 "Connecticut General Life Insurance Company."  All applications are subject
to acceptance or rejection by CG 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 CG Life and shall be transmitted immediately in
accordance with the administrative procedures of CG 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; and will cause such
Representatives to limit solicitation of applications for the Policies to
jurisdictions where CG Life has authorized such solicitation.  Broker-Dealer
shall cause such Representatives' qualifications to be certified to the
satisfaction of CFA and shall notify CFA 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 INSURANCE COMPLIANCE.  Broker-Dealer, prior to
allowing its Representatives to solicit for sales or sell the Policies, shall
require such representatives to be validly insurance licensed, registered and
appointed by CG Life as a variable annuity agent in accordance with the
jurisdictional

<PAGE>

requirements of the place where the solicitations and sales take place as well
as the solicited person's or entity's place of residence.

     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 CFA,
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 advise CFA of this fact 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 CFA 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
CFA.

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

     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 CG Life free from any claim or
retention of rights by the Broker-Dealer.

     13.  RIGHT OF REJECTION.  Broker-Dealer and/or CG Life each in their sole
discretion, may reject any applications or payments

<PAGE>

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 CG Life.
If repayment is not promptly made, CG 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 CG Life to the Broker-Dealer.  CFA will provide
Broker-Dealer with a copy of CG 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 CG 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 CG Life hereunder.

          (b)  CG 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 CG Life.

          (c)  CG 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 CG 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 CG
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 CG Life, the same may be grounds for termination of this
Agreement by CG 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

<PAGE>

such person, any and all compensation due Broker-Dealer hereunder shall cease
and terminate.

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

     15.  POLICY DELIVERY.  CG 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 their receipt by Broker-Dealer from CG Life.  Broker-Dealer agrees to
indemnify and hold-harmless CG Life for any and all losses caused by Broker-
Dealer's failure to perform the undertakings described in this paragraph.
Broker-Dealer hereby authorizes CG Life to set off any amount it owes CG Life
under this paragraph against any and all amounts otherwise payable to Broker-
Dealer by CG 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.  CG Life and CFA are independent contractors
with respect to Broker-Dealer and to Representatives.

     18.  LIMITATIONS.  No party other than CG Life shall have the authority on
behalf of CG Life to make, alter, or discharge any policy, contract, or
certificate issued by CG 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 CG Life may prescribe or substitute other forms in
place of those prescribed by CG 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 CG
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 CG Life agents for state insurance law purposes or who have access
to funds of CG Life, including but not limited to funds submitted with
applications for the Policies or funds being returned to owners,

<PAGE>

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.  CG Life may require evidence, satisfactory to it, that such
coverage is in force and Broker-Dealer shall give prompt written notice to CG
Life of any notice of cancellation or change of coverage.

     Broker-Dealer assigns any proceeds received from the fidelity bonding
company to CG Life to the extent of CG 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 CG Life such amount on demand and
Broker-Dealer hereby indemnifies and holds harmless CG Life 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 CG Life, which
consent shall not be unreasonably withheld.

     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 addresses
shown below or to such other address as the party may request by giving written
notice to the other parties:

                    Connecticut General Life Insurance Company
                    Hartford, CT 06152
                    Attn:  Annuity Marketing Department
                           S - 351


                    CIGNA Financial Advisors, Inc.
                    Hartford, CT 06152

<PAGE>


                    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.  CG 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 CFA or Broker-Dealer shall cease to be registered
Broker-Dealers under the Securities Exchange Act of l934 and members of the
NASD.


CONNECTICUT GENERAL LIFE INSURANCE COMPANY


By:
     -------------------------------------
     Roy H. Bubbs, Senior Vice President


CIGNA FINANCIAL ADVISORS, INC.


By:
     -------------------------------------
     Roy H. Bubbs, Vice President





BROKER-DEALER

<PAGE>

- -------------------------------------------
Name of Firm


Name:
      -------------------------------------
          (Please Type)

  By:
      -------------------------------------
          (Signature)


Dated:
       -----------------------------------

<PAGE>

                                    EXHIBIT A

                            [Available Policy Forms]


<PAGE>


                                    EXHIBIT B

                        General Letter of Recommendation

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

1.   We have made a thorough and diligent inquiry and investigation relative to
     each applicant's identity, residence, business reputation, and experience
     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
     appointment as a variable annuity agent of CG Life.  This inquiry and
     background investigation has included a credit and criminal check on each
     applicant.  Based upon our investigation, we vouch for each applicant and
     certify that each individual is trustworthy, competent and qualified to act
     as an agent for CG Life to hold himself out in good faith to the general
     public.

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 above information in our files indicates no fact or condition which
     would disqualify the applicant from receiving a license or appointment 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 licensed 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 CG Life.  No applicants have been given a
     contract or furnished supplies,

<PAGE>

     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>

                          SCHEDULE OF SALES CONCESSIONS

CONTRACTS                FORM NUMBER              CONTRACT % PER
- ---------                -----------              PREMIUM PAYMENT
                                                  ---------------



<PAGE>


         CONNECTICUT GENERAL LIFE INSURANCE COMPANY
         A Stock Company       Home Office Location: 900 Cottage Grove Road
                                                     Bloomfield, Connecticut

         MAILING ADDRESS:  CIGNA INDIVIDUAL INSURANCE
                           VARIABLE PRODUCTS SERVICE CENTER - ROUTING S224
                           HARTFORD, CT  06152


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

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

The contract is governed by the laws of the jurisdiction of issue and is issued
and accepted subject to the terms set forth on this page and on the following
pages which are made a part of the contract. In consideration of the application
for it, this contract is executed by Connecticut General Life Insurance Company
as of its Date of Issue.


                                                /s/ Thomas C. Jones
              Registrar                               PRESIDENT



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

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

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


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


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


AN423

<PAGE>



<TABLE>
<CAPTION>


                                             TABLE OF CONTENTS

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

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

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

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

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

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

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

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


</TABLE>

AN423                                                                  2

<PAGE>

<TABLE>
<CAPTION>
                                           TABLE OF CONTENTS (CONTINUED)

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

BENEFIT PROVISIONS.....................................................................................19
      Annuity Benefit
      Annuity Date
      Election and Effective Date of Election with Respect to Annuity Benefit
      Determination of Amount
      Income Payment Benefits
      Death Benefit
      Election and Effective Date of Election with Respect to Death Benefit
      Payment of Death Benefit
      Amount of Death Benefit
      Changing Death Benefit Options
      Charging for Death Benefit Options
      Section 72(s)

GENERAL PROVISIONS.....................................................................................23
      The Contract
      Individual Certificates
      Modification of Contract or Certificate
      Non-Participation
      Loans
      Determination of Values
      Endorsement of Income Payments
      Misstatement of Age
      Claims of Creditors
      Periodic Reports

</TABLE>

Followed by Optional Methods of Settlement and any Riders

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

AN423                                                                 3


<PAGE>




                           CONTRACT SPECIFICATIONS

  ANNUITANT    PER EACH CERTIFICATE             SPECIMEN    CONTRACT NUMBER

                                          AUGUST 1, 1995      DATE OF ISSUE




- -------------------------------------------------------------------------------
FORM                           BENEFIT


AN423    FLEXIBLE PAYMENT DEFERRED GROUP VARIABLE ANNUITY
         WITH FIXED AND VARIABLE ACCOUNTS

         DEATH BENEFIT OPTIONS(S) ELECTED:  PER EACH CERTIFICATE

         INITIAL PREMIUM PAYMENT ALLOCATION:  PER EACH CERTIFICATE

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

              INITIAL GUARANTEED PERIOD                    1 YEAR
              INITIAL GUARANTEED PERIOD                    3 YEARS
              INITIAL GUARANTEED PERIOD                    5 YEARS
              INITIAL GUARANTEED PERIOD                    7 YEARS
              INITIAL GUARANTEED PERIOD                   10 YEARS


         VARIABLE ACCOUNT - SUB-ACCOUNTS (FUNDS)

              FIDELITY INVESTMENTS
                 VARIABLE INSURANCE PRODUCTS FUND
                    EQUITY-INCOME PORTFOLIO
                    MONEY MARKET PORTFOLIO
                 VARIABLE INSURANCE PRODUCTS FUND II
                    ASSET MANAGER PORTFOLIO
                    INVESTMENT GRADE BOND PORTFOLIO


              FRED ALGER MANAGEMENT, INC.
                 ALGER AMERICAN FUND
                    ALGER AMERICAN GROWTH PORTFOLIO
                    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
                    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
                    ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO


              MASSACHUSETTS FINANCIAL SERVICES
                 VARIABLE INSURANCE TRUST
                    MFS TOTAL RETURN SERIES
                    MFS UTILITIES SERIES
                    MFS WORLD GOVERNMENTS SERIES


(Continued on Page 5.1)

AN423                                                                 5

<PAGE>



                 CONTRACT SPECIFICATIONS (CONTINUED)

ANNUITANT   PER EACH CERTIFICATE           SPECIMEN    CONTRACT NUMBER

                                       AUGUST 1, 1995    DATE OF ISSUE


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


              NEUBERGER & BERMAN
                 NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
                    AMT BALANCED PORTFOLIO
                    AMT LIMITED MATURITY BOND PORTFOLIO
                    AMT PARTNERS PORTFOLIO

              QUEST FOR VALUE
                 QUEST FOR VALUE ACCUMULATION TRUST
                    QUEST GLOBAL EQUITY PORTFOLIO
                    QUEST MANAGED PORTFOLIO
                    QUEST SMALL CAP PORTFOLIO






LIMITATIONS ON TRANSFERS FROM FIXED ACCOUNT: ONLY ONE SUCH TRANSFER ALLOWED PER
CERTIFICATE YEAR FROM EACH SUB-ACCOUNT, AND THE AMOUNT(S) TRANSFERRED MAY NOT
EXCEED 15% OF PREMIUM PAYMENT(S) MADE TO THE APPLICABLE SUB-ACCOUNT(S) OR THE
PORTION REMAINING THEREOF IN THE APPLICABLE SUB-ACCOUNT(S), IF LESS.

THIS CONTRACT IS FOR USE WITH "CG VARIABLE ANNUITY SEPARATE ACCOUNT II":  A
CONNECTICUT GENERAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT WHICH WAS
ESTABLISHED ON JANUARY 25, 1994.



CONTRACT OWNER:  CIGNA VARIABLE PRODUCTS TRUST (DATED XX/XX/95)

CERTIFICATE OWNER:  PER EACH CERTIFICATE

BENEFICIARY:  PER EACH CERTIFICATE

JURISDICTION OF ISSUE:  RHODE ISLAND





AN423                                                                     5.1


<PAGE>





                     SCHEDULE OF CHARGES, EXPENSES AND FEES

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

Withdrawal Charges:  The Withdrawal charges applicable under each
certificate are as follows:

   Withdrawal Charge
  Against Premium Pay-                            Year
    ment Withdrawn                             Applicable
 ----------------------                        ----------
           7%                  During 1st year since Premium Payment Accepted
           6%                  During 2nd year since Premium Payment Accepted
           5%                  During 3rd year since Premium Payment Accepted
           4%                  During 4th year since Premium Payment Accepted
           3%                  During 5th year since Premium Payment Accepted
           2%                  During 6th year since Premium Payment Accepted
           1%                  During 7th year since Premium Payment Accepted
           0%                  Thereafter


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

Any Withdrawal from the Fixed Account prior to the end of a Guaranteed Period
may also be subject to a Market Value Adjustment which may increase, decrease,
or have no affect on the applicable account value(s). A Market Value Adjustment
would not apply to a withdrawal effective at the end of a Guaranteed Period.
Withdrawal charges are not applicable to certain partial withdrawals of 15% or
less of Premium Payments annually. Withdrawal charges and a Market Value
Adjustment are not applicable to annuitization of a certificate at any time, and
no negative Market Value Adjustment is applicable to payment of the Death
Benefit. (See "Penalty-Free Withdrawals, Transfers and Annuitization
Provisions.")

Asset Charges: Mortality and Expense Risk Charge is a charge equal to an
effective annual rate of 1.20% of the daily net assets of the Variable Account.
Administrative Expense Charge is a charge equal to an effective annual rate of
 .10% of the daily net assets of the Variable Account. These charges are deducted
from the Variable Account Value of each certificate at the end of each Valuation
Period.

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


(Continued on Page 7.1)

AN423                                                                 7

<PAGE>




             SCHEDULE OF CHARGES, EXPENSES AND FEES (Continued)

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














































AN423                                                               7.1


<PAGE>



                                   DEFINITIONS

ACCUMULATION PERIOD. The period from the Certificate Date of a certificate to
(a) its Annuity Date, (b) the date on which the Death Benefit becomes payable,
or (c) the date on which the certificate is surrendered or annuitized, whichever
is earliest.

ANNUITANT. The person on whose life the first Income Payment is to be made upon
the annuitization of a certificate. The Annuitant is the person designated in
the Certificate Specifications and will remain the Annuitant under the
certificate unless the Certificate Owner exercises the right to change the
Annuitant as set forth in the "Rights of Certificate Owner" provision. If prior
to the Annuity Date, the Annuitant predeceases the Certificate Owner, the
Certificate Owner will then become the Annuitant until such time as the
Certificate Owner exercises the right to designate a new Annuitant as set forth
in the "Rights of Certificate Owner" provision. A request for change of
Annuitant must be in writing to the Company at its Variable Products Service
Center's Mailing Address and will not take effect until recorded by the Company.

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

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

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

CERTIFICATE DATE.  The date a certificate takes effect.

CERTIFICATE OWNER (OR "OWNER").  The Certificate Owner is defined under
"Ownership, Assignment and Beneficiary Provisions."  The term "Owner," by
itself, shall mean Certificate Owner.

CERTIFICATE YEARS AND CERTIFICATE ANNIVERSARIES. All Certificate Years and
Certificate Anniversaries are 12 month periods measured from a Certificate Date.

CONTRACT OWNER.  The person or entity designated in the Contract
Specifications.

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

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

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

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

FUND(S).  The Portfolio(s) of Fund Group(s) whose shares are acquired for the
Variable Account Sub-Accounts in which Premium Payments or Transfers may be
invested.

FUND GROUP(S). The open-end management investment companies (mutual funds)
registered under the Investment Company Act of 1940, as amended (hereinafter
referred as the "1940 Act"), one or more of whose Portfolio(s)' shares are made
available as investment vehicles through Variable Accounts Sub-Accounts.

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


AN423                                                                9

<PAGE>



                            DEFINITIONS (CONTINUED)

HOME OFFICE. The term "Home Office" means Connecticut General Life Insurance
Company, the mailing address of which for this contract is CIGNA Individual
Insurance, Variable Products Service Center, Routing S224, Hartford, Connecticut
06152.

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

INCOME PAYMENTS.  Income Payments are the amounts payable under a certificate
as determined by the settlement options provisions.

PAYOUT PERIOD.  The period during which Income Payments are made under a
certificate.

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

VALUATION DATE. Every day on which the New York Stock Exchange ("NYSE") is open
for business, except any day on which trading on the NYSE is restricted, or on
which an emergency exists, as determined by the Securities and Exchange
Commission ("SEC") so that valuation or disposal of securities is not
practicable.

VALUATION PERIOD.  The period of time beginning on the day following the
Valuation Date and ending on the next Valuation Date.  A Valuation Period may
be more than one day in length.

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

VARIABLE ACCUMULATION UNIT.  A unit of measure used in the calculation of the
value of each Variable Account Sub-Account.

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


                         PREMIUM PAYMENT PROVISIONS

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

ALLOCATION OF PREMIUM PAYMENTS.  Upon receipt by the Company at its Variable
Products Service Center's Mailing Address, each Premium Payment made under a
certificate will be added to the Annuity Account established under the
certificate.  The Annuity Account is described under the "Annuity Account"
provision and is comprised of Fixed Account Sub-Account(s) and Variable
Account Sub-Account(s).  The Initial

AN423                                                                10

<PAGE>



                  PREMIUM PAYMENT PROVISIONS (CONTINUED)

Premium Payment made under a certificate will be allocated to one or more such
Sub-Accounts in accordance with the allocation percentages specified by the
Certificate Owner and shown in the Certificate Specifications, provided such
allocations to Fixed and/or Variable Accounts conform to the Company's minimum
deposit requirements in effect as of the Certificate Date. Subsequent Premium
Payments made under each certificate will be allocated on the same basis as the
most recent previous Premium Payment unless the Company is otherwise instructed
by the Certificate Owner to change the allocation percentages. If a portion of
the most recent previous Premium Payment was allocated to the Fixed Account and
the allocation percentages when applied to a Subsequent Premium Payment does not
produce an amount which meets the Fixed Account minimum requirements, the
Company will promptly seek further instructions from the Certificate Owner
regarding allocation of the premium or otherwise return the applicable portion
of such Premium Payment as provided by law.

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

MINIMUM VALUE REQUIREMENTS. If no Premium Payments have been made under a
certificate for three consecutive years and its Annuity Account Value decreases
to less than $500 during that period, or if any partial withdrawal decreases its
Annuity Account Value to less than $500, the Company reserves the right to
cancel the certificate and pay to the Certificate Owner an adjusted value of the
Annuity Account as would be calculated under the "Determination of Amount"
provision. The Company will, however, provide at least 30 days advance notice to
the Certificate Owner of its intended action. During the notification period an
additional Premium Payment may be made to meet the minimum value requirements.

                 OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS

CERTIFICATE OWNER. Under each certificate the Certificate Owner on the
Certificate Date will be the person designated in the Certificate
Specifications. If no Certificate Owner is designated, the Annuitant will be the
Certificate Owner.

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

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

TRANSFER OF CERTIFICATE OWNERSHIP.  The Certificate Owner may transfer all
rights and privileges of the Owner. On the effective date of transfer, the
transferee will become the Certificate Owner and will have all the rights and
privileges of the Certificate Owner. The Certificate Owner may revoke any
transfer prior to its effective date.

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

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

AN423                                                                11

<PAGE>




          OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS (CONTINUED)

ASSIGNMENT. A certificate may not be assigned and the Company will not be
affected by any assignment of a certificate until the original assignment or a
certified copy of the assignment is filed at the Home Office.

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

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

BENEFICIARY. Under each certificate, the Beneficiary is the person who has the
right to receive the Death Benefit set forth in the certificate and, for
NonQualified Certificates, who is the "designated beneficiary" for purposes of
Section 72(s) of the Internal Revenue Code in the event of the Certificate
Owner's death. The Beneficiary on the Certificate Date will be the person
designated in the Certificate Specifications.

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

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

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

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


                    FIXED AND VARIABLE ACCOUNTS PROVISIONS

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

VARIABLE ACCOUNT AND SUB-ACCOUNTS. The Variable Account to which the variable
accumulation values, if any, under a certificate relate is shown in the Contract
Specifications as well as the Certificate Specifications for each certificate.
It was established pursuant to a resolution of its Board of Directors as a
"separate account" under governing law of Connecticut, the Company's state of
domicile, and registered as a unit investment trust under the 1940 Act. Under
Connecticut law, the Variable Account assets (except assets in excess of its
reserves and other contract liabilities) cannot be charged with the general
liabilities from any other business of the Company. The Variable Account assets
are owned and controlled exclusively by the Company, and the Company is not a
trustee with respect to those assets.

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

Subject to any vote by persons having the right under the 1940 Act to vote
thereon, the Company may elect to operate the Variable Account as a management
company rather than a unit investment trust under the

AN423                                                                 12

<PAGE>



            FIXED AND VARIABLE ACCOUNTS PROVISIONS (CONTINUED)

1940 Act, or, if registration is no longer required, to deregister the Variable
Account. In such event, the Company may endorse this contract and the
certificates issued under it to reflect such change and any necessary or
appropriate action taken to effect the change. Any changes in Variable Account
investment policy shall have been approved by the Connecticut Insurance
Commissioner and be approved or filed, as required, in the state or other
jurisdiction of issue.

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

INVESTMENTS OF THE VARIABLE ACCOUNT SUB-ACCOUNTS. All amounts allocated under a
certificate to a Variable Account Sub-Account will be used to purchase shares of
the specific Fund of a Fund Group used by that Sub-Account. Each Fund Group is
registered under the 1940 Act as an open-end management investment company, and
each Fund of that Fund Group is regulated as an open-end management investment
company.

All Funds available as funding vehicles under each certificate as of its
Certificate Date are listed in this contract on page 5. The Company may add
additional Fund Groups and additional Funds at any time or may change Funds or
Fund Groups in accordance with the "Substituted Securities" provision.

Any and all distributions made by a Fund will be reinvested in additional shares
of that Fund at net asset value. Deductions by the Company from a Variable
Account Sub-Account will be made by redeeming a number of Fund shares at net
asset value equal in total value to the amount to be deducted.

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

                   VALUES DURING ACCUMULATION PERIOD PROVISIONS

PART A - FIXED ACCOUNT VALUE

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

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


AN423                                                                 13

<PAGE>



            VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

The Company will automatically notify the Certificate Owner in writing at least
15 but not more than 45 days prior to the Expiration Date of a Guaranteed Period
with respect to a Fixed Account Sub-Account of the guaranteed period durations
available and the then currently quoted interest rates. A subsequent Guaranteed
Period of the same duration will begin automatically at the end of the previous
Guaranteed Period unless the Company receives, in writing at its Variable
Products Service Center's Mailing Address within the 60-day period immediately
preceding the end of such Guaranteed Period, an election by the Certificate
Owner of a different Guaranteed Period from among those being offered by the
Company at such time, or instructions to transfer all or a portion of the
applicable Guaranteed Period Amount to one or more Fixed Account or Variable
Account Sub-Accounts in accordance with the "Transfer Privilege" provision.

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

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

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

PART B - VARIABLE ACCOUNT VALUE

CREDITING VARIABLE ACCUMULATION UNITS. Upon receipt of a Premium Payment (or a
request for transfer in accordance with the "Transfer Privilege" provision) by
the Company at its Variable Products Service Center's Mailing Address, all or
that portion, if any, of the Premium Payment (or the net amount transferred) to
be allocated to the Variable Account Sub-Accounts will be credited to the
Variable Account under a certificate in the form of Variable Accumulation Units.
The number of particular Variable Accumulation Units to be credited is
determined by dividing the dollar amount allocated to the particular Variable
Account Sub-Account by the Variable Accumulation Unit Value for the particular
Variable Account Sub-Account for the Valuation Period during which the Premium
Payment is received at the Company's Variable Products Service Center's Mailing
Address.

VARIABLE ACCUMULATION UNIT VALUE. The Variable Accumulation Unit Value for each
Variable Account Sub-Account was established at $10.00 for the first Valuation
Period of the particular Variable Account Sub-Account. The Variable Accumulation
Unit Value for the particular Variable Account Sub-Account for any subsequent
Valuation Period is determined by methodology which is the mathematical
equivalent of multiplying the Variable Accumulation Unit Value for the
particular Variable Account Sub-Account for the immediately preceding Valuation
Period by the Net Investment Factor for the particular Variable Account
Sub-Account for such subsequent Valuation Period. The Variable Accumulation Unit
Value for each Variable Account Sub-Account for any Valuation Period is the
value determined as of the end of the particular Valuation Period and may
increase, decrease or remain constant from Valuation Period to Valuation Period.



AN423                                                                 14

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         VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

VARIABLE ACCUMULATION VALUE. The Variable Accumulation Value of the Annuity
Account, if any, for any Valuation Period is equal to the sum of the value of
all Variable Accumulation Units of each Variable Account Sub-Account credited to
the Variable Account with respect to a certificate for such Valuation Period.
The Variable Accumulation Value of each Variable Account Sub-Account is
determined by multiplying the number of Variable Accumulation Units, if any,
credited to each Variable Account Sub-Account with respect to a certificate by
the Variable Accumulation Unit Value of the particular Variable Account
Sub-Account for such Valuation Period, less deductions for applicable expense
charges and fees and for the cost of Death Benefit Option(s), if any.

NET INVESTMENT FACTOR. The Net Investment Factor is an index applied to measure
the investment performance of a Variable Account Sub-Account from one Valuation
Period to the next. The Net Investment Factor may be greater or less than or
equal to 1.0; therefore, the value of a Variable Accumulation Unit may increase,
decrease or remain the same.

The Net Investment Factor for any Variable Account Sub-Account for any Valuation
Period is determined by dividing (a) by (b) and then subtracting (c) from the
result where:

    (a) is the net result of:

         (1) the net asset value (as described in the prospectus for the Fund)
         of a Fund share held in the Variable Account Sub-Account determined as
         of the end of the Valuation Period, plus

         (2) the per share amount of any dividend or other distribution declared
         by the Fund on the shares held in the Variable Account Sub-Account if
         the "ex-dividend" date occurs during the Valuation Period, plus or
         minus

         (3) a per share credit or charge with respect to any taxes paid or
         reserved for by the Company during the Valuation Period which are
         determined by the Company to be attributable to the operation of the
         Variable Account Sub-Account;

    (b) is the net asset value of a Fund share held in the Variable Account
    Sub-Account determined as of the end of the preceding Valuation Period; and

    (c) is the asset charge factor determined by the Company for the Valuation
    Period to reflect the charges for assuming the mortality and expense risks
    and for administrative expenses.

The asset charge factor for any Valuation Period is equal to the daily asset
charge factor multiplied by the number of 24-hour periods in the Valuation
Period. The daily asset charge factor will be determined annually by the
Company, but in no event may it exceed that specified in the Schedule of
Charges, Expenses and Fees.

PART C - GENERAL

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

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

AN423                                                                 15

<PAGE>




           VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

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

Transfers made under a certificate shall be subject to the following conditions:
(a) No transfer fee will be imposed on the 1st through 3rd transfer made during
a Certificate Year, and no transfer fee will be imposed on the 4th through 12th
transfer made during a Certificate Year if the Annuity Account Value under the
certificate at the time of the transfer is equal to or greater than $5,000;
otherwise, a transfer fee, based on the Company's then current fee schedule will
be imposed on each transfer made in excess of these limits (in counting the
number of transfers, the frequency limitation shown in the Certificate
Specifications with respect to transfers from the Fixed Account will be
included); (b) No withdrawal charge will be imposed on transferred amounts,
however, transfers of all or a portion out of a Fixed Account Sub-Account may be
subject to the Market Value Adjustment unless such transfer is made in
accordance with the "Full or Partial Withdrawals and Transfers at the End of a
Guaranteed Period" provision; (c) The amount being transferred may not be less
than $2,500 per Fixed Account Sub-Account or $500 per Variable Account
Sub-Account, unless the entire value of the Fixed or Variable Account
Sub-Account is being transferred; (d) The amount being transferred may not
exceed the Company's maximum amount limit then in effect; (e) The amount
transferred to any Fixed Account Sub-Account may not be less than $2,500; (f)
Unless a transfer out of a Fixed Account Sub-Account is made in accordance with
the "Full or Partial Withdrawals and Transfers at the End of a Guaranteed
Period" provision, the amount transferred from each Fixed Account Sub-Account
during a Certificate Year may not exceed the limits shown in the Certificate
Specifications; (g) Any value remaining in a Fixed Account Sub-Account,
following a transfer, may not be less than $1,000 and any value remaining in a
Variable Account Sub-Account, following a transfer, may not be less than $500;
(h) The Company reserves the right to defer transfers of amounts from the Fixed
Account for a period not to exceed six months from the date the request for such
transfer is received by the Company at its Variable Products Service Center; and
(i) Transfers involving Variable Account Sub-Account(s) shall be subject to
such terms and conditions as may be imposed by the Funds.

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


                  CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                           VALUE ADJUSTMENT PROVISIONS

CASH WITHDRAWALS. At any time before the Annuity Date, the Certificate Owner may
elect to receive a cash withdrawal payment from the Company by filing with the
Company at its Variable Products Service Center's Mailing Address a written
election in such form as the Company may require. Any such election shall
specify the amount of the withdrawal and will be effective on the date that it
is received at the Company's Variable Products Service Center's Mailing Address.
Any cash withdrawal payment will be paid within seven

AN423                                                                 16

<PAGE>




                      CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                           VALUE ADJUSTMENT PROVISIONS (CONTINUED)

days of the Company's receipt of such request, except as the Company may be
permitted to defer the payment of amounts withdrawn from the Variable Account in
accordance with the Investment Company Act of 1940. The Company reserves the
right to defer the payment of amounts withdrawn from the Fixed Account for a
period not to exceed six months from the date written request for such
withdrawal is received by the Company at its Variable Products Service Center's
Mailing Address.

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

In the case of a partial withdrawal, the Certificate Owner must instruct the
Company as to the amounts to be withdrawn from each Fixed and/or Variable
Account Sub-Account. If not so instructed, the Company will effect such
withdrawal from each Fixed and/or Variable Sub-Account in proportion to the then
current Sub-Account values. Partial withdrawals cannot reduce any Fixed Account
Sub-Account below $1,000 or any Variable Account Sub-Account below $500. Such
partial withdrawals will be treated as a full surrender of that Sub-Account
under the certificate and the balance will be transferred to the largest
Variable Account Sub-Account, if any. Partial withdrawals cannot reduce the
total Annuity Account Value below $500. (See "Minimum Value Requirements"
provision.) Such partial withdrawals will be treated as a full surrender.

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

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

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

Withdrawal charges are deducted proportionately from the Fixed and/or Variable
Account Sub-Account(s) from which the withdrawal is to be made, provided such
Sub-Account(s) under the certificate have sufficient account value(s) for making
such deduction(s). If any of the account value(s) of such Sub-Account(s),
however, are insufficient, the amount payable upon withdrawals will be net of
any remaining withdrawal charges, unless the Certificate Owner and the Company
agree otherwise.

AN423                                                                 17

<PAGE>




                CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                     VALUE ADJUSTMENT PROVISIONS (CONTINUED)

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

For the purpose of any qualified plan riders which may be attached to a
certificate, the term "Surrender Charge" wherever referenced therein, shall mean
"withdrawal charge" as set forth above, and the term "Annuity Value" shall mean
"Annuity Account Value."

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

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

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

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

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

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

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


    PENALTY-FREE WITHDRAWALS, TRANSFERS AND ANNUITIZATION PROVISIONS

PENALTY-FREE PARTIAL WITHDRAWALS OR TRANSFERS. Upon request in writing, the
Certificate Owner may, during any Certificate Year prior to the Annuity Date for
that certificate, withdraw up to 15% of the Premium Payment(s) or portion
remaining thereof, without incurring a withdrawal charge. For this purpose each
withdrawal is deemed to represent a withdrawal of a portion of a Premium Payment
previously accepted. Premium Payments will be deemed to be withdrawn in the
order in which they were received by the Company (i.e., the oldest premium
first). Any such withdrawal from a Fixed Account Sub-Account may be subject to a
Market Value Adjustment unless the withdrawal is made at the end of a Guaranteed
Period as set forth below. The Certificate Owner must specify from which Fixed
and/or Variable Sub-Accounts the withdrawal is to be made, otherwise the Company
may effect such withdrawal on a proportionate basis from all Fixed and/or
Variable Sub-Accounts in which the Annuity Account for that certificate is
invested.

Such partial withdrawals may be either taken as a lump sum or, upon consent of
the Company, paid in equal installments, however, (a) no more than one
penalty-free partial withdrawal may be made during any one Certificate Year,
(b) the first withdrawal in any Certificate Year will be deemed to be the
penalty-free withdrawal up to the amount specified above, and (c) the amount of
each such partial withdrawal must be at least $1,000.

AN423                                                                 18

<PAGE>




                           PENALTY-FREE WITHDRAWALS,
              TRANSFERS AND ANNUITIZATION PROVISIONS (CONTINUED)

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

The Certificate Owner may also transfer amounts within the Annuity Account
during the Accumulation Period without the application of a withdrawal charge,
however; (a) any transfers would be subject to any terms and conditions as may
be imposed under the "Transfer Privilege" provision, (b) transfers from a Fixed
Account Sub-Account may be subject to the "Market Value Adjustment" provision,
and (c) the amount of such transfer(s) must be at least $2,500 per Fixed Account
Sub-Account or $500 per Variable Account Sub-Account.

FULL OR PARTIAL WITHDRAWALS AND TRANSFERS AT THE END OF A GUARANTEED PERIOD. No
Market Value Adjustment will be imposed on a full or partial withdrawal or
transfer made from a Fixed Account Sub-Account which becomes effective at the
end of the applicable initial or subsequent Guaranteed Period. In such event,
the Certificate Owner's proper request for withdrawal or transfer must be
received at the Company's Variable Products Service Center's Mailing Address
within a 60-day period immediately preceding the end of such Guaranteed Period.

WAIVER OF WITHDRAWAL CHARGE AND/OR MARKET VALUE ADJUSTMENT ON DEATH OR ANNUITY
DATE. No withdrawal charge or Market Value Adjustment will be imposed upon
payments made under the Annuity Benefit provisions of a certificate, and no
negative Market Value Adjustment will be imposed upon payments made under the
"Death Benefit" provisions of a certificate.

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


                         BENEFIT PROVISIONS

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

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

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

ELECTION AND EFFECTIVE DATE OF ELECTION WITH RESPECT TO ANNUITY BENEFIT.
During the lifetime of the Certificate Owner and prior to the Annuity Date,
the Certificate Owner may elect to have the adjusted value of the Annuity
Account applied on the Annuity Date under one or more of the settlement
options set forth in the certificate, or under any other settlement option as
agreed to by the Company.  The Certificate Owner

AN423                                                                 19

<PAGE>




                  BENEFIT PROVISIONS (CONTINUED)

may also change any election, but any election or change of election must be
received at the Company's Variable Products Service Center's Mailing Address at
least 45 days prior to the Annuity Date. The election or change of election may
be made by filing with the Company at its Variable Products Service Center's
Mailing Address written notice in such form as the Company may require. If no
such election is in effect on the 30th day prior to the Annuity Date, the
adjusted value of the Annuity Account under a certificate will be applied under
a Life Annuity with 120 months guaranteed.

In such situation, the portion of the adjusted value of the Annuity Account
under a certificate to be applied for a Fixed Life Annuity under the Second
Option and/or a Variable Life Annuity under Option II will be determined on a
pro rata basis from the composition of the Annuity Account on the Annuity Date.

DETERMINATION OF AMOUNT. On the Annuity Date the Annuity Account under a
certificate will be canceled and the adjusted value of the Annuity Account to be
applied under the settlement options provisions shall be equal to the Annuity
Account Value for the Valuation Period which ends immediately preceding the
Annuity Date, minus a proportionate amount of the Annuity Account Fee to reflect
the time elapsed between the last Valuation Date for the most recent calendar
year and the Valuation Date before the Annuity Date, minus any applicable
premium or similar tax. For the purposes of any qualified plan riders which may
be attached to the certificate, the term "Annuity Value," wherever referenced
therein, shall mean the "adjusted value of the Annuity Account" as defined
above.

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

DEATH BENEFIT. If the Certificate Owner dies before the Annuity Date specified
in the certificate, the Company will pay the Death Benefit to the Beneficiary
upon receipt of due proof of the death of the Certificate Owner in accordance
with the "Payment of Death Benefit" provision. If there is no Beneficiary living
on the date of death of the Certificate Owner, the Company will pay the Death
Benefit, upon receipt of due proof of the death of both the Certificate Owner
and the Beneficiary, in one sum to the estate of the Certificate Owner. If the
death of the Certificate Owner occurs on or after the Annuity Date, no death
benefit will be payable under the certificate except as may be provided under
the settlement option elected.

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

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

Unless otherwise specified in writing by the Certificate Owner, the Beneficiary
under the certificate may elect (a) to receive the Death Benefit as a cash
payment, in which event the Annuity Account will be canceled, or (b) to have the
Death Benefit applied under one or more of the settlement options set forth
under the certificate. This election may be made by filing with the Company a
written request in a form as required by the Company. Any written request for an
election of a settlement option for the Death Benefit by the Beneficiary will
become effective on the later of (a) the date the request is received by the
Company at its

AN423                                                                 20

<PAGE>

                         BENEFIT PROVISIONS (CONTINUED)

Variable Products Service Center's Mailing Address; or (b) the date due proof of
the death of the Certificate Owner is received by the Company at its Variable
Products Service Center's Mailing Address.  If a written request for a
settlement option by the Beneficiary is not received by the Company within 60
days following the date due proof of the death of the Certificate Owner is
received by the Company, the Beneficiary shall be deemed to have elected a cash
payment as of the last day of the 60-day period.

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

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

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

AMOUNT OF DEATH BENEFIT.  No negative Market Value Adjustment is assessed
against amounts which are applied toward payment of a death benefit, and if no
Death Benefit Option(s) are then in effect, the amount of the death benefit
determined as of the effective date or deemed effective date of the death
benefit election (not as of the date of death) under a certificate is equal to
the Annuity Account Value for the Valuation Period during which the death
benefit election is effective or deemed to become effective.  If however, one or
more of the following Death Benefit Options is in effect when the death benefit
becomes payable, the amount of the death benefit will be the greater of the
amount described above or the largest of the amounts of the Death Benefit
Option(s) in effect under the certificate.

The Death Benefit Option(s) in effect under a certificate, if any, are shown in
the Certificate Specifications as Death Benefit Options(s) A, B, C, and/or D;
such are described below:

     Option A: The amount of death benefit equals Premium Payments made, less
               partial withdrawals.

     Option B: The amount of death benefit equals Premium Payments made, less
               partial withdrawals, with interest compounded daily at a rate
               equivalent to 5% per year during the first 7 Certificate Years.
               As of the beginning of the 8th Certificate Year, the amount of
               death benefit will decrease and thereafter be equal to total
               Premium Payments made, less partial withdrawals.


AN423                                                                 21

<PAGE>

                         BENEFIT PROVISIONS (CONTINUED)

  Option C:   The amount of death benefit equals the Annuity Account Value on
              the seven-year Certificate Anniversary immediately preceding the
              date the death benefit election is effective or is deemed to
              become effective, adjusted for any subsequent Premium Payments
              and partial withdrawals and charges made between the immediate
              preceding seven-year Certificate Anniversary and the date the
              death benefit election is effective or is deemed to become
              effective (as referenced herein, seven-year Certificate
              Anniversary means the 7th Certificate Anniversary and each
              succeeding Certificate Anniversary occurring at any seven-year
              interval thereafter, for example, the 14th and 21st Certificate
              Anniversaries).

  Option D:   The amount of death benefit equals the highest Annuity Account
              Value ever attained on a Certificate Anniversary date, with
              adjustments for any subsequent Premium Payments and partial
              withdrawals and charges made since the last determination of such
              highest value.

CHANGING DEATH BENEFIT OPTIONS.  The election of the Death Benefit Option(s)
shown in the Certificate Specifications may be changed once, and only once,
while a certificate is in force, and the only change permitted is to drop one or
more of the Death Benefit Option(s) in effect at that time.  The request for
change must be made in writing by the Owner.  The Company reserves the right to
charge for the change at the time the request for change is processed.

CHARGING FOR DEATH BENEFIT OPTIONS.  On each Certificate Anniversary the Company
will determine the amount of the death benefit in effect under the certificate
during the past Certificate Year, and if such amount is based on one or more
Death Benefit Options (i.e., A, B, C, or D), a cost of insurance charge will be
calculated as (a) times (b) where:

       (a)    equals the greatest coverage provided under the Death Benefit
              Option(s) elected less the then current Annuity Account Value
              (expressed on a per $1,000 basis), and

       (b)    is the appropriate cost of insurance rate per $1,000 from the
              table below:

<TABLE>
<CAPTION>

                                  Cost of Insurance
                               Annual Rates Per $1,000
                               -----------------------
          Attained Age*           Male        Female
          -------------           ----        ------
          <S>                  <C>            <C>
          less than 40            $2.40        $1.99
              40-45                3.02         2.54
              46-50                4.92         4.02
              51-55                7.30         5.70
              56-60               11.46         8.34
              61-65               17.54        11.55
              66-70               27.85        18.19
              71-75               43.30        27.57
              76-80               70.53        47.33
              81-85              117.25        87.04
              86-90              179.55       147.37
<FN>

*  Attained Age of the person covered under the death benefit provisions of the
   certificate.
</TABLE>

The cost of insurance charge will then be deducted on each Certificate
Anniversary on a pro-rata basis from the Fixed Account and Variable Account Sub-
Accounts under the certificate.

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

AN423                                                                 22


<PAGE>

                               GENERAL PROVISIONS

THE CONTRACT.  The contract (including any amendments, endorsements or rider
attached thereto), the Contract Owner's application (a copy of which is attached
to the contract when issued), and the individual applications of the Certificate
Owners constitute the entire contract with the Company.

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

The contract is executed at the Company's Home Office, the mailing address of
which for this contract is CIGNA Individual Insurance, Variable Products Service
Center, Routing S224, Hartford, Connecticut 06152.

INDIVIDUAL CERTIFICATES.  Individual certificates will be delivered to each
Certificate Owner under this contract.  There certificate will include the
essential features of the coverage under this contract.  The rights described in
the certificate are controlled by the provisions of this contract and are
subject to any changes in this contract.

MODIFICATION OF CONTRACT OR CERTIFICATE.  The Company reserves the right to
modify this contract or any certificate issued under it to meet the requirements
of applicable state and federal laws or regulations.  The Company will notify
the Contract Owner and/or the Certificate Owners in writing of any changes that
bear upon their contract or certificate.

NON-PARTICIPATION.  The contract and the certificates issued under it are not
entitled to share in surplus distribution.

LOANS.  Loans are not permitted under this contract or any certificate issued
under it.

DETERMINATION OF VALUES.  The method of determination by the Company of the Net
Investment Factor and the number and value of Accumulation Units and Annuity
Units shall be conclusive upon the Certificate Owner, and any Beneficiary or
payee.  Any paid-up annuity, cash surrender or death benefits that may be
available under a certificate will not be less than the minimum benefits
required by the jurisdiction of issue.

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

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

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

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

AN423                                                                 23


<PAGE>





                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY

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

AN423


<PAGE>
                         OPTIONAL METHODS OF SETTLEMENT

This rider is made part of the contract to which it is attached as of the
Date of Issue. Upon written request, the Company will agree to pay in
accordance with any one of the options shown below all or part of the net
proceeds that may be payable under certificates issued under this contract.

While the Certificate Owner is alive, the request, including the designation
of the payee, may be made by the Certificate Owner. At the time a Death
Benefit becomes payable under a certificate, the request, including the
designation of the payee, may then be made by the Beneficiary. Once Income
Payments have begun, no surrender of the Annuity Value can be made (unless
Variable Income Payments are made under Option III) and the Annuitant cannot
be changed, nor can the settlement option be changed.

PAYMENT DATES. Under each certificate the first Income Payment under the
settlement option selected will be made on the first day of the month
following the Annuity Date. Subsequent payments will be made on the first day
of each month in accordance with the manner of payment selected.

MINIMUM PAYMENT AMOUNT. Under a certificate the settlement option elected
must result in an Income Payment at least equal to the minimum payment amount
in accordance with the Company's rules then in effect. If at any time
payments are less than the minimum payment amount, the Company has the right
to change the frequency to an interval that will provide the minimum payment
amount. If any amount due is less than the minimum per year, the Company may
make other arrangements that are equitable.

FIXED BENEFIT OPTIONS

FIXED INCOME PAYMENTS. Fixed Income Payments will remain constant pursuant to
the terms of the fixed settlement option(s) selected. The amount of each
Fixed Income Payment shall be determined in accordance with the terms of the
settlement option and the table(s) set forth in this rider, as applicable.
The mortality table used is the 1983 Individual Annuitant Mortality (IAM)
Table "a" and 3% interest. In determining the settlement amount, the
settlement age of the Annuitant will be reduced by one year when the first
instalment is payable during the 1990's, reduced by two years when the first
instalment is payable during the decade 2000-2009, and so on.

FIRST OPTION: LIFE ANNUITY.  An annuity payable monthly to the payee during
the lifetime of the Annuitant, ceasing with the last payment due prior to the
death of the Annuitant.

SECOND OPTION:  LIFE ANNUITY WITH CERTAIN PERIOD.  An annuity providing
monthly income to the payee for a fixed period of 60, 120, 180, or 240 months
(as selected), and for as long thereafter as the Annuitant shall live.

THIRD OPTION: CASH REFUND LIFE ANNUITY. An annuity payable monthly to the
payee during the lifetime of the Annuitant ceasing with the last payment due
prior to the death of the Annuitant provided that, at the death of the
Annuitant, the payee will receive an additional payment equal to the excess,
if any, of (a) over (b) where: (a) is the initial value of the proceeds
applied under this option; and (b) is the dollar amount of payments already
paid.

FOURTH OPTION:  ANNUITY CERTAIN. An amount payable monthly for the number of
years selected which may be from 5 to 30 years.

EXCESS INTEREST. At the sole discretion of the Company, excess interest may
be paid or credited from time to time in addition to the payments guaranteed
under any fixed benefit Optional Method of Settlement.

AR423                                                                 (Page 1)

<PAGE>

                  OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

VARIABLE BENEFIT OPTIONS

VARIABLE INCOME PAYMENTS. The amount of the first Variable Income Payment
shall be determined in accordance with the terms of the settlement option and
the table(s) set forth in this rider, as applicable. The mortality table used
is the 1983 Individual Annuitant Mortality (IAM) Table "a" and 3%. In
determining the settlement amount, the settlement age of the Annuitant will
be reduced by one year when the first instalment is payable during the
1990's, reduced by two years when the first instalment is payable during the
decade 2000-2009 and so on.

All Variable Income Payments other than the first are determined by means of
Annuity Units credited to a certificate with respect to the particular payee.
The number of Annuity Units to be credited in respect of a particular
Sub-Account under a certificate is determined by dividing that portion of the
first Variable Income Payment attributable to that Sub-Account by the Annuity
Unit Value of that Sub-Account for the Valuation Period which ends
immediately preceding the Annuity Date. The number of Annuity Units of each
Sub-Account credited with respect to the particular payee then remains fixed
unless an exchange of Annuity Units is made pursuant to the "Exchange of
Variable Annuity Units" section. The dollar amount of each Variable Income
Payment after the first may increase, decrease or remain constant, and is
equal to the sum of the amounts determined by multiplying the number of
Annuity Units of a particular Sub-Account for the Valuation Period which ends
immediately preceding the due date of each subsequent payment by the Annuity
Unit Value for the particular Sub-Account for the first Valuation Period
occurring on or immediately prior to the first day of each month.

ANNUITY UNIT VALUE. The Annuity Unit Value for each Sub-Account was
established at $10.00 for the first Valuation Period of the particular
Sub-Account. The Annuity Unit Value for the particular Sub-Account for any
subsequent Valuation Period is determined by multiplying the Annuity Unit
Value for the particular Sub-Account for the immediately preceding Valuation
Period by the Net Investment Factor for the current Valuation Period and then
multiplying that product by a factor to neutralize the assumed interest rate
of 3% per year to establish the Annuity Payment Rates set forth in this
rider. The factor is 0.99991902 for a one day valuation period.

EXCHANGE OF VARIABLE ANNUITY UNITS. After the Annuity Date the payee may, by
filing a written request with the Company at its Variable Products Service
Center's Mailing Address, exchange the value of a designated number of
Annuity Units of particular Variable Sub-Accounts then credited with respect
to such payee into other Annuity Units, the value of which would be such that
the dollar amount of an Income Payment made on the date of the exchange would
be unaffected by the exchange. Unless otherwise authorized by the Company in
writing, no more than 3 exchanges may be made in any Certificate Year.

Exchanges may be made among the Variable Sub-Accounts only. Exchanges shall
be made using the Annuity Unit Values for the Valuation Period during which
the request for exchange is received by the Company at its Variable Products
Service Center's Mailing Address.

ANNUITY ACCOUNT FEE. After the Annuity Date an Annuity Account Fee amounting
to $35 per year will be deducted in equal amounts from each variable Income
Payment made during the year. For example, this would amount to a $2.92
deduction from each monthly Variable Income Payment. No deduction will be
made from Fixed Income Payments.

OPTION I:  VARIABLE LIFE ANNUITY.  A variable annuity payable monthly to the
payee during the lifetime of the Annuitant, ceasing with the last payment due
prior to the death of the Annuitant.

AR423                                                                 (Page 2)
<PAGE>

                 OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

OPTION II: VARIABLE LIFE ANNUITY WITH CERTAIN PERIOD. A variable annuity
which provides monthly payments during the lifetime of the Annuitant and
further provides that if, at the death of the Annuitant, payments have been
made for less than the elected period certain, which may be 60, 120, 180 or
240 months, the annuity payments will be continued during the remainder of
such period.

OPTION III: VARIABLE ANNUITY CERTAIN. A variable amount payable monthly for
the number of years selected which may be from 5 to 30 years. At any time
during the period certain the Annuitant may elect that (1) all or a portion
of any future payments to which the Annuitant is entitled be commuted and
paid in one sum, or (2) such commuted amount, provided that the value thereof
meets the minimum payment amount in accordance with the Company's rules then
in effect, be applied to effect a variable annuity under one of the other
options described herein. At the expiration of the period certain, no further
payments of any kind are payable. If the Annuitant dies before the specified
number of certain payments have been received, the remainder of the payments
will be continued during the remainder of such period.

ADDITIONAL FIXED AND VARIABLE OPTIONS. Any proceeds payable under a
certificate may also be settled under any other method of settlement offered
by the Company at the time of the request.

                                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                                               /S/ Thomas C. Jones
                                                      PRESIDENT

AR423                                                                 (Page 3)

<PAGE>


                    OPTIONAL METHODS OF SETTLEMENT (CONTINUED)
<TABLE>
<CAPTION>
LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000 APPLIED - MALE
- ------------------------------------------------------------------------------------------------------------------
 SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN           SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
 ANNUITANT NEAREST                                            ANNUITANT NEAREST
     BIRTHDAY        60      120      180      240                BIRTHDAY        60      120      180     240
- ------------------------------------------------------------------------------------------------------------------
 AGE  LIFE ANNUITY                                            AGE  LIFE ANNUITY
 <S>     <C>        <C>     <C>      <C>      <C>             <C>     <C>        <C>     <C>      <C>      <C>
 10      $2.87      $2.87   $2.87    $2.87    $2.87           35      $3.44      $3.44   $3.44    $3.43    $3.41
 11       2.89       2.89    2.89     2.88     2.88           36       3.48       3.48    3.48     3.46     3.45
 12       2.90       2.90    2.90     2.90     2.90           37       3.52       3.52    3.52     3.50     3.48
 13       2.92       2.92    2.91     2.91     2.91           38       3.57       3.56    3.56     3.54     3.52
 14       2.93       2.93    2.93     2.93     2.92           39       3.61       3.61    3.60     3.58     3.56

 15       2.95       2.95    2.95     2.94     2.94           40       3.66       3.65    3.65     3.63     3.60
 16       2.96       2.96    2.96     2.96     2.96           41       3.71       3.70    3.69     3.67     3.64
 17       2.98       2.98    2.98     2.98     2.97           42       3.76       3.75    3.74     3.72     3.68
 18       3.00       3.00    3.00     2.99     2.99           43       3.81       3.81    3.79     3.77     3.73
 19       3.02       3.02    3.01     3.01     3.01           44       3.87       3.86    3.85     3.82     3.77

 20       3.04       3.04    3.03     3.03     3.03           45       3.93       3.92    3.90     3.87     3.82
 21       3.06       3.05    3.05     3.05     3.05           46       3.99       3.98    3.96     3.92     3.87
 22       3.08       3.08    3.07     3.07     3.07           47       4.05       4.05    4.02     3.98     3.92
 23       3.10       3.10    3.09     3.09     3.09           48       4.12       4.11    4.09     4.04     3.97
 24       3.12       3.12    3.12     3.11     3.11           49       4.19       4.18    4.15     4.10     4.03

 25       3.14       3.14    3.14     3.14     3.13           50       4.27       4.26    4.22     4.17     4.08
 26       3.17       3.17    3.16     3.16     3.15           51       4.34       4.33    4.30     4.23     4.14
 27       3.19       3.19    3.19     3.19     3.18           52       4.43       4.41    4.37     4.30     4.20
 28       3.22       3.22    3.22     3.21     3.20           53       4.51       4.50    4.45     4.37     4.26
 29       3.25       3.25    3.24     3.24     3.23           54       4.60       4.59    4.54     4.45     4.32

 30       3.28       3.28    3.27     3.27     3.26           55       4.70       4.68    4.62     4.53     4.39
 31       3.31       3.31    3.30     3.30     3.29           56       4.80       4.78    4.72     4.61     4.45
 32       3.34       3.34    3.33     3.33     3.32           57       4.91       4.89    4.82     4.69     4.51
 33       3.37       3.37    3.37     3.36     3.35           58       5.03       5.00    4.92     4.78     4.58
 34       3.41       3.41    3.40     3.39     3.38           59       5.15       5.12    5.03     4.87     4.65


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

<CAPTION>
LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000 APPLIED - MALE
- -----------------------------------------------------------
SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
ANNUITANT NEAREST
    BIRTHDAY        60      120      180     240
- -----------------------------------------------------------
AGE  LIFE ANNUITY
<S>     <C>        <C>     <C>      <C>      <C>
60      $5.28      $5.25   $5.14    $4.96    $4.71
61       5.43       5.39    5.27     5.06     4.78
62       5.58       5.53    5.39     5.16     4.84
63       5.74       5.69    5.53     5.26     4.90
64       5.91       5.85    5.66     5.36     4.96

65       6.10       6.03    5.81     5.46     5.02
66       6.30       6.21    5.96     5.56     5.08
67       6.51       6.41    6.12     5.66     5.13
68       6.73       6.62    6.28     5.77     5.18
69       6.97       6.84    6.44     5.86     5.23

70       7.23       7.07    6.61     5.96     5.27
71       7.51       7.32    6.79     6.05     5.31
72       7.80       7.58    6.96     6.14     5.34
73       8.12       7.85    7.14     6.23     5.37
74       8.46       8.14    7.32     6.31     5.40

75       8.82       8.45    7.50     6.38     5.42
76       9.21       8.76    7.67     6.45     5.44
77       9.63       9.10    7.84     6.51     5.45
78      10.08       9.44    8.01     6.57     5.47
79      10.56       9.80    8.17     6.62     5.48

80      11.07      10.17    8.33     6.66     5.49
81      11.62      10.55    8.48     6.70     5.49
82      12.20      10.94    8.61     6.73     5.50
83      12.82      11.33    8.74     6.76     5.50
84      13.47      11.73    8.86     6.79     5.51

85      14.17      12.12    8.97     6.81     5.51

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

AR423                                                                 (Page 4)

<PAGE>

                       OPTIONAL METHODS OF SETTLEMENT (CONTINUED)
<TABLE>
<CAPTION>
  LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000 APPLIED - FEMALE
- -----------------------------------------------------------------------------------------------------------------
 SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN           SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
 ANNUITANT NEAREST                                            ANNUITANT NEAREST
     BIRTHDAY        60      120      180       240              BIRTHDAY          60     120     180      240
- -----------------------------------------------------------------------------------------------------------------
 AGE  LIFE ANNUITY                                            AGE  LIFE ANNUITY
 <S>     <C>        <C>     <C>      <C>      <C>             <C>     <C>        <C>     <C>      <C>      <C>
 10      $2.80      $2.80   $2.80    $2.80    $2.80           35      $3.26      $3.26   $3.26    $3.25    $3.24
 11       2.81       2.81    2.81     2.81     2.81           36       3.29       3.29    3.29     3.28     3.27
 12       2.82       2.82    2.82     2.82     2.82           37       3.32       3.32    3.32     3.31     3.30
 13       2.83       2.83    2.83     2.83     2.83           38       3.35       3.35    3.35     3.34     3.33
 14       2.85       2.85    2.85     2.84     2.84           39       3.39       3.39    3.38     3.38     3.37

 15       2.86       2.86    2.86     2.86     2.86           40       3.42       3.42    3.42     3.41     3.40
 16       2.87       2.87    2.87     2.87     2.87           41       3.46       3.46    3.46     3.45     3.43
 17       2.89       2.89    2.89     2.88     2.88           42       3.50       3.50    3.50     3.49     3.47
 18       2.90       2.90    2.90     2.90     2.90           43       3.54       3.54    3.54     3.53     3.51
 19       2.92       2.92    2.92     2.91     2.91           44       3.59       3.59    3.58     3.57     3.55

 20       2.93       2.93    2.93     2.93     2.93           45       3.64       3.63    3.63     3.61     3.59
 21       2.95       2.95    2.95     2.95     2.94           46       3.68       3.68    3.67     3.66     3.63
 22       2.96       2.96    2.96     2.96     2.96           47       3.73       3.73    3.72     3.71     3.68
 23       2.98       2.98    2.98     2.98     2.98           48       3.79       3.79    3.77     3.76     3.72
 24       3.00       3.00    3.00     3.00     2.99           49       3.84       3.84    3.83     3.81     3.77

 25       3.02       3.02    3.02     3.02     3.01           50       3.90       3.90    3.89     3.86     3.82
 26       3.04       3.04    3.04     3.03     3.03           51       3.97       3.96    3.95     3.92     3.88
 27       3.06       3.06    3.06     3.06     3.05           52       4.03       4.03    4.01     3.98     3.93
 28       3.08       3.08    3.08     3.08     3.07           53       4.10       4.10    4.08     4.04     3.99
 29       3.10       3.10    3.10     3.10     3.09           54       4.18       4.17    4.15     4.11     4.04

 30       3.13       3.13    3.12     3.12     3.12           55       4.25       4.25    4.22     4.18     4.11
 31       3.15       3.15    3.15     3.14     3.14           56       4.34       4.33    4.30     4.25     4.17
 32       3.18       3.18    3.17     3.17     3.16           57       4.42       4.41    4.38     4.32     4.23
 33       3.20       3.20    3.20     3.20     3.19           58       4.52       4.51    4.47     4.40     4.30
 34       3.23       3.23    3.23     3.22     3.22           59       4.61       4.60    4.56     4.48     4.37



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

<CAPTION>
LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000 APPLIED - FEMALE
- -----------------------------------------------------------
SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
ANNUITANT NEAREST
      BIRTHDAY        60      120      180     240
- -----------------------------------------------------------
AGE  LIFE ANNUITY
<S>     <C>        <C>     <C>      <C>      <C>
60      $4.72      $4.70   $4.66    $4.57    $4.44
61       4.83       4.81    4.76     4.66     4.51
62       4.95       4.93    4.87     4.75     4.58
63       5.08       5.05    4.98     4.85     4.65
64       5.21       5.18    5.10     4.95     4.72

65       5.36       5.32    5.22     5.05     4.79
66       5.51       5.47    5.36     5.16     4.86
67       5.67       5.63    5.50     5.26     4.93
68       5.85       5.80    5.65     5.37     5.00
69       6.04       5.98    5.80     5.49     5.06

70       6.25       6.18    5.97     5.60     5.12
71       6.47       6.39    6.14     5.71     5.18
72       6.71       6.62    6.32     5.83     5.23
73       6.98       6.86    6.50     5.94     5.28
74       7.26       7.12    6.69     6.04     5.32

75       7.57       7.40    6.89     6.14     5.35
76       7.90       7.69    7.09     6.24     5.39
77       8.26       8.01    7.29     6.33     5.41
78       8.65       8.34    7.49     6.41     5.43
79       9.08       8.70    7.69     6.49     5.45

80       9.54       9.07    7.89     6.55     5.47
81      10.03       9.47    8.08     6.61     5.48
82      10.58       9.88    8.26     6.66     5.49
83      11.16      10.31    8.43     6.70     5.49
84      11.80      10.75    8.59     6.74     5.50

85      12.48      11.20    8.74     6.77     5.50

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


<TABLE>
<CAPTION>
ANNUITY CERTAIN TABLE FOR EACH $1,000 APPLIED
- ---------------------------------------------------------------------------------------------------------------------------
    NUMBERS OF YEARS       AMOUNT OF EACH INSTALMENT             NUMBER OF YEARS        AMOUNT OF EACH INSTALMENT
      DURING WHICH                                                 DURING WHICH
   INSTALMENTS WILL BE                                          INSTALMENTS WILL BE
          PAID                ANNUAL         MONTHLY                   PAID                  ANNUAL       MONTHLY
- ---------------------------------------------------------------------------------------------------------------------------
   <S>                       <C>            <C>                  <C>                     <C>              <C>
          5                  $ 211.99       $ 17.91                   11                   $ 104.93        $ 8.86
          6                    179.22         15.14                   12                      97.54          8.24
          7                    155.83         13.16                   13                      91.29          7.71
          8                    138.31         11.68                   14                      85.95          7.26
          9                    124.69         10.53                   15                      81.33          6.87
         10                    113.82          9.61                   16                      77.29          6.53

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

<CAPTION>
ANNUITY CERTAIN TABLE FOR EACH $1,000 APPLIED
- -----------------------------------------------------------
   NUMBER OF YEARS       AMOUNT OF EACH INSTALMENT
     DURING WHICH
  INSTALMENTS WILL BE
        PAID              ANNUAL           MONTHLY
- -----------------------------------------------------------
  <S>                    <C>               <C>
       17                $  73.74           $ 6.23
       18                   70.59             5.96
       19                   67.78             5.73
       20                   65.26             5.51
       25                   55.76             4.71


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

AR423                                                                 (Page 5)

<PAGE>

                        OPTIONAL METHODS OF SETTLEMENT

This rider is made part of the contract to which it is attached as of the
Date of Issue. Upon written request, the Company will agree to pay in
accordance with any one of the options shown below all or part of the net
proceeds that may be payable under the certificates issued under this
contract.

While the Certificate Owner is alive, the request, including the designation
of the payee, may be made by the Certificate Owner. At the time a Death
Benefit becomes payable under a certificate, the request, including the
designation of the payee, may then be made by the Beneficiary. Once Income
Payments have begun, no surrender of the Annuity Value can be made (unless
Variable Income Payments are made under Option III) and the Annuitant cannot
be changed, nor can the settlement option be changed.

PAYMENT DATES. Under each certificate the first Income Payment under the
settlement option selected will be made on the first day of the month
following the Annuity Date. Subsequent payments will be made on the first day
of each month in accordance with the manner of payment selected.

MINIMUM PAYMENT AMOUNT. Under each certificate the settlement option elected
must result in an Income Payment at least equal to the minimum payment amount
in accordance with the Company's rules then in effect. If at any time
payments are less than the minimum payment amount, the Company has the right
to change the frequency to an interval that will provide the minimum payment
amount. If any amount due is less than the minimum per year, the Company may
make other arrangements that are equitable.

FIXED BENEFIT OPTIONS

FIXED INCOME PAYMENTS. Fixed Income Payments will remain constant pursuant to
the terms of the fixed settlement option(s) selected. The amount of each
Fixed Income Payment shall be determined in accordance with the terms of the
settlement option and the table(s) set forth in this rider, as applicable.
The mortality table used is the 1983 Individual Annuitant Mortality (IAM)
Table "a" and 3% interest. In determining the settlement amount, the
settlement age of the Annuitant will be reduced by one year when the first
instalment is payable during the 1990's, reduced by two years when the first
instalment is payable during the decade 2000-2009, and so on.

FIRST OPTION: LIFE ANNUITY.  An annuity payable monthly to the payee during
the lifetime of the Annuitant, ceasing with the last payment due prior to the
death of the Annuitant.

SECOND OPTION:  LIFE ANNUITY WITH CERTAIN PERIOD.  An annuity providing
monthly income to the payee for a fixed period of 60, 120, 180, or 240 months
(as selected), and for as long thereafter as the Annuitant shall live.

THIRD OPTION: CASH REFUND LIFE ANNUITY. An annuity payable monthly to the
payee during the lifetime of the Annuitant ceasing with the last payment due
prior to the death of the Annuitant provided that, at the death of the
Annuitant, the payee will receive an additional payment equal to the excess,
if any, of (a) over (b) where: (a) is the initial value of the proceeds
applied under this option; and (b) is the dollar amount of payments already
paid.

FOURTH OPTION:  ANNUITY CERTAIN. An amount payable monthly for the number of
years selected which may be from 5 to 30 years.

EXCESS INTEREST. At the sole discretion of the Company, excess interest may
be paid or credited from time to time in addition to the payments guaranteed
under any fixed benefit Optional Method of Settlement.

AR423-U                                                               (Page 1)

<PAGE>

                   OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

VARIABLE BENEFIT OPTIONS

VARIABLE INCOME PAYMENTS. The amount of the first Variable Income Payment
shall be determined in accordance with the terms of the settlement option and
the table(s) set forth in this rider, as applicable. The mortality table used
is the 1983 Individual Annuitant Mortality (IAM) Table "a" and 3%. In
determining the settlement amount, the settlement age of the Annuitant will
be reduced by one year when the first instalment is payable during the
1990's, reduced by two years when the first instalment is payable during the
decade 2000-2009 and so on.

All Variable Income Payments other than the first are determined by means of
Annuity Units credited to a certificate with respect to the particular payee.
The number of Annuity Units to be credited in respect of a particular
Sub-Account under a certificate is determined by dividing that portion of the
first Variable Income Payment attributable to that Sub-Account by the Annuity
Unit Value of that Sub-Account for the Valuation Period which ends
immediately preceding the Annuity Date. The number of Annuity Units of each
Sub-Account credited with respect to the particular payee then remains fixed
unless an exchange of Annuity Units is made pursuant to the "Exchange of
Variable Annuity Units" section. The dollar amount of each Variable Income
Payment after the first may increase, decrease or remain constant, and is
equal to the sum of the amounts determined by multiplying the number of
Annuity Units of a particular Sub-Account for the Valuation Period which ends
immediately preceding the due date of each subsequent payment by the Annuity
Unit Value for the particular Sub-Account for the first Valuation Period
occurring on or immediately prior to the first day of each month.

ANNUITY UNIT VALUE. The Annuity Unit Value for each Sub-Account was
established at $10.00 for the first Valuation Period of the particular
Sub-Account. The Annuity Unit Value for the particular Sub-Account for any
subsequent Valuation Period is determined by multiplying the Annuity Unit
Value for the particular Sub-Account for the immediately preceding Valuation
Period by the Net Investment Factor for the current Valuation Period and then
multiplying that product by a factor to neutralize the assumed interest rate
of 3% per year to establish the Annuity Payment Rates set forth in this
rider. The factor is 0.99991902 for a one day valuation period.

EXCHANGE OF VARIABLE ANNUITY UNITS. After the Annuity Date the payee may, by
filing a written request with the Company at its Variable Products Service
Center's Mailing Address, exchange the value of a designated number of
Annuity Units of particular Variable Sub-Accounts then credited with respect
to such payee into other Annuity Units, the value of which would be such that
the dollar amount of an Income Payment made on the date of the exchange would
be unaffected by the exchange. Unless otherwise authorized by the Company in
writing, no more than 3 exchanges may be made in any Certificate Year.

Exchanges may be made among the Variable Sub-Accounts only. Exchanges shall
be made using the Annuity Unit Values for the Valuation Period during which
the request for exchange is received by the Company at its Variable Products
Service Center's Mailing Address.

ANNUITY ACCOUNT FEE.  After the Annuity Date an Annuity Account Fee amounting
to $35 per year will be deducted in equal amounts from each variable Income
Payment made during the year.  For example, this would amount to a $2.92
deduction from each monthly Variable Income Payment.  No deduction will be
made from Fixed Income Payments.

OPTION I:  VARIABLE LIFE ANNUITY.  A variable annuity payable monthly to the
payee during the lifetime of the Annuitant, ceasing with the last payment due
prior to the death of the Annuitant.

AR423-U                                                               (Page 2)

<PAGE>

                   OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

OPTION II: VARIABLE LIFE ANNUITY WITH CERTAIN PERIOD. A variable annuity
which provides monthly payments during the lifetime of the Annuitant and
further provides that if, at the death of the Annuitant, payments have been
made for less than the elected period certain, which may be 60, 120, 180 or
240 months, the annuity payments will be continued during the remainder of
such period.

OPTION III: VARIABLE ANNUITY CERTAIN. A variable amount payable monthly for
the number of years selected which may be from 5 to 30 years. At any time
during the period certain the Annuitant may elect that (1) all or a portion
of any future payments to which the Annuitant is entitled be commuted and
paid in one sum, or (2) such commuted amount, provided that the value thereof
meets the minimum payment amount in accordance with the Company's rules then
in effect, be applied to effect a variable annuity under one of the other
options described herein. At the expiration of the period certain, no further
payments of any kind are payable. If the Annuitant dies before the specified
number of certain payments have been received, the remainder of the payments
will be continued during the remainder of such period.

ADDITIONAL FIXED AND VARIABLE BENEFIT OPTIONS. Any proceeds payable under a
certificate may also be settled under any other method of settlement offered
by the Company at the time of the request.

                                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                                            /S/ THOMAS C. JONES
                                                  PRESIDENT

AR423-U                                                               (Page 3)

<PAGE>

                   OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

<TABLE>
<CAPTION>
  LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000 APPLIED - UNISEX
- -------------------------------------------------------------------------------------------------------------------
 SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN           SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
 ANNUITANT NEAREST                                            ANNUITANT NEAREST
     BIRTHDAY         60       120      180      240               BIRTHDAY        60       120      180      240
- -------------------------------------------------------------------------------------------------------------------
 AGE   LIFE ANNUITY                                          AGE   LIFE ANNUITY
 <S>   <C>            <C>      <C>      <C>      <C>         <S>   <C>             <C>      <C>      <C>      <C>
  10       2.84       2.84      2.84     2.84     2.83         35       3.35       3.35      3.35     3.34     3.33
  11       2.85       2.85      2.85     2.85     2.85         36       3.39       3.39      3.38     3.38     3.36
  12       2.86       2.86      2.86     2.86     2.86         37       3.42       3.42      3.42     3.41     3.40
  13       2.88       2.88      2.88     2.87     2.87         38       3.46       3.46      3.46     3.45     3.43
  14       2.89       2.89      2.89     2.89     2.89         39       3.50       3.50      3.49     3.48     3.47

  15       2.91       2.90      2.90     2.90     2.90         40       3.54       3.54      3.54     3.52     3.50
  16       2.92       2.92      2.92     2.92     2.91         41       3.59       3.59      3.58     3.56     3.54
  17       2.94       2.94      2.93     2.93     2.93         42       3.63       3.63      3.62     3.61     3.58
  18       2.95       2.95      2.95     2.95     2.95         43       3.68       3.68      3.67     3.65     3.62
  19       2.97       2.97      2.97     2.96     2.96         44       3.73       3.73      3.72     3.70     3.67

  20       2.99       2.99      2.98     2.98     2.98         45       3.78       3.78      3.77     3.74     3.71
  21       3.00       3.00      3.00     3.00     3.00         46       3.84       3.84      3.82     3.79     3.76
  22       3.02       3.02      3.02     3.02     3.01         47       3.90       3.89      3.88     3.85     3.80
  23       3.04       3.04      3.04     3.04     3.03         48       3.96       3.95      3.93     3.90     3.85
  24       3.06       3.06      3.06     3.06     3.05         49       4.02       4.02      3.99     3.96     3.91

  25       3.08       3.08      3.08     3.08     3.07         50       4.09       4.08      4.06     4.02     3.96
  26       3.11       3.11      3.10     3.10     3.10         51       4.16       4.15      4.13     4.08     4.01
  27       3.13       3.13      3.13     3.12     3.12         52       4.23       4.22      4.20     4.15     4.07
  28       3.15       3.15      3.15     3.15     3.14         53       4.31       4.30      4.27     4.21     4.13
  29       3.18       3.18      3.17     3.17     3.16         54       4.39       4.38      4.35     4.28     4.19

  30       3.20       3.20      3.20     3.20     3.19         55       4.48       4.47      4.43     4.36     4.25
  31       3.23       3.23      3.23     3.22     3.22         56       4.57       4.56      4.51     4.43     4.32
  32       3.26       3.26      3.26     3.25     3.24         57       4.67       4.65      4.60     4.51     4.38
  33       3.29       3.29      3.29     3.28     3.27         58       4.78       4.76      4.70     4.60     4.45
  34       3.32       3.32      3.32     3.31     3.30         59       4.89       4.87      4.80     4.68     4.51


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

<CAPTION>
 LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000 APPLIED - UNISEX
- --------------------------------------------------------------
   SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
   ANNUITANT NEAREST
          BIRTHDAY        60      120      180      240
- --------------------------------------------------------------
   AGE   LIFE ANNUITY
   <S>   <C>            <C>       <C>      <C>     <C>

    60        5.00       4.98      4.91     4.77    4.58
    61        5.13       5.10      5.02     4.87    4.65
    62        5.27       5.23      5.13     4.96    4.72
    63        5.41       5.37      5.26     5.06    4.79
    64        5.56       5.52      5.39     5.16    4.85

    65        5.73       5.68      5.52     5.27    4.92
    66        5.90       5.84      5.67     5.37    4.98
    67        6.09       6.02      5.82     5.48    5.04
    68        6.29       6.21      5.97     5.58    5.10
    69        6.51       6.41      6.13     5.69    5.15

    70        6.74       6.63      6.30     5.79    5.20
    71        6.99       6.86      6.47     5.90    5.25
    72        7.25       7.10      6.65     6.00    5.29
    73        7.54       7.36      6.83     6.09    5.33
    74        7.85       7.63      7.02     6.19    5.36

    75        8.19       7.92      7.21     6.27    5.39
    76        8.55       8.23      7.39     6.36    5.42
    77        8.93       8.56      7.58     6.43    5.44
    78        9.35       8.90      7.77     6.50    5.45
    79        9.80       9.26      7.95     6.56    5.47

    80       10.29       9.63      8.12     6.61    5.48
    81       10.81      10.02      8.29     6.66    5.49
    82       11.37      10.42      8.45     6.70    5.49
    83       11.98      10.83      8.60     6.74    5.50
    84       12.62      11.25      8.74     6.76    5.50

    85       13.31      11.67      8.86     6.79    5.51
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
  ANNUITY CERTAIN TABLE FOR EACH $1,000 APPLIED
- ----------------------------------------------------------------------------------------------------------------------------
    NUMBERS OF YEARS       AMOUNT OF EACH INSTALMENT             NUMBER OF YEARS        AMOUNT OF EACH INSTALMENT
      DURING WHICH                                                 DURING WHICH
   INSTALMENTS WILL BE                                          INSTALMENTS WILL BE
          PAID                ANNUAL         MONTHLY                   PAID                  ANNUAL       MONTHLY
- ----------------------------------------------------------------------------------------------------------------------------
   <S>                        <C>            <C>                <C>
          5                    211.99         17.91                   11                     104.93          8.86
          6                    179.22         15.14                   12                      97.54          8.24
          7                    155.83         13.16                   13                      91.29          7.71
          8                    138.31         11.68                   14                      85.95          7.26
          9                    124.69         10.53                   15                      81.33          6.87
         10                    113.82          9.61                   16                      77.29          6.53

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

<CAPTION>
  ANNUITY CERTAIN TABLE FOR EACH $1,000 APPLIED
- ----------------------------------------------------------
  NUMBER OF YEARS       AMOUNT OF EACH INSTALMENT
    DURING WHICH
 INSTALMENTS WILL BE
       PAID              ANNUAL           MONTHLY
- ----------------------------------------------------------
 <S>                     <C>              <C>
      17                 $ 73.74           $ 6.23
      18                   70.59             5.96
      19                   67.78             5.73
      20                   65.26             5.51
      25                   55.76             4.71
      30                   49.53             4.18

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

AR423-U                                                               (Page 4)



<PAGE>

   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
   A Stock Company            Home Office Location:    900 Cottage Grove Road
                                                       Bloomfield, Connecticut

   MAILING ADDRESS: CIGNA INDIVIDUAL INSURANCE
                    VARIABLE PRODUCTS SERVICE CENTER - ROUTING S224
                    HARTFORD, CT  06152


The Company has issued a Flexible Payment Deferred Group Variable Annuity
Contract to the Contract Owner named in the Certificate Specifications.  This
certificate describes the terms and conditions of the group contract.  If there
is a conflict between the group contract and this certificate, the terms and
conditions of the group contract will control.

RIGHT TO EXAMINE CERTIFICATE.  This certificate may be returned to the insurance
agent through whom it was purchased or to the Company via the Variable Products
Service Center within 10 days after its receipt (20 days after its receipt where
required by law for a certificate issued in replacement of another contract).
If the certificate is so returned, it will be deemed void from the Certificate
Date, and the Company will refund the Premium Payment(s) as provided plus or
minus any investment gains or losses under the certificate as of the date the
returned certificate is mailed or delivered to the agent through whom it was
purchased or the date it is delivered or mailed to the Company, unless required
otherwise by law.

The certificate is governed by the laws of the jurisdiction of issue of the
group contract and is issued and accepted subject to the terms set forth on this
page and on the following pages which are made a part of the certificate.  In
consideration of the application for it and the Premium Payment(s) as provided,
this certificate is executed by Connecticut General Life Insurance Company as of
its Certificate Date.



                                                 /s/ Thomas C. Jones
               Registrar                             PRESIDENT



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

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

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


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

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

AN424

<PAGE>

                                TABLE OF CONTENTS

CERTIFICATE SPECIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . .  5

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

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

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

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

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

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

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


AN424                                                                          2

<PAGE>

                          TABLE OF CONTENTS (CONTINUED)

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

BENEFIT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
   Annuity Benefit
   Annuity Date
   Election and Effective Date of Election with Respect to Annuity Benefit
   Determination of Amount
   Income Payment Benefits
   Death Benefit
   Election and Effective Date of Election with Respect to Death Benefit
   Payment of Death Benefit
   Amount of Death Benefit
   Changing Death Benefit Options
   Charging for Death Benefit Options
   Section 72(s)

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
   The Contract and The Certificate
   Modification of Certificate
   Non-Participation
   Loans
   Determination of Values
   Endorsement of Income Payments
   Misstatement of Age
   Claims of Creditors
   Periodic Reports

Followed by Optional Methods of Settlement and any Riders

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


AN424                                                                          3

<PAGE>

                           CERTIFICATE SPECIFICATIONS

            ANNUITANT   JOHN DOE            SPECIMEN   CERTIFICATE NUMBER

         AGE AT ISSUE   35            AUGUST 1, 1995   CERTIFICATE DATE

GROUP CONTRACT NUMBER   SPECIMEN      AUGUST 1, 2025   ANNUITY DATE

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

FORM             BENEFIT                                             INITIAL
                                                                     PREMIUM
                                                                     PAYMENT

AN424  FLEXIBLE PAYMENT DEFERRED GROUP VARIABLE ANNUITY               $50,000
       WITH FIXED AND VARIABLE ACCOUNTS

       DEATH BENEFIT OPTION(S) ELECTED:  NONE

       INITIAL PREMIUM PAYMENT ALLOCATION                            PERCENTAGE

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

          INITIAL GUARANTEED PERIOD/INTEREST RATE    1 YEAR  / 4.55%     10%
          INITIAL GUARANTEED PERIOD/INTEREST RATE    3 YEARS / 5.80%      0%
          INITIAL GUARANTEED PERIOD/INTEREST RATE    5 YEARS / 6.40%      0%
          INITIAL GUARANTEED PERIOD/INTEREST RATE    7 YEARS / 6.65%      0%
          INITIAL GUARANTEED PERIOD/INTEREST RATE   10 YEARS / 6.90%      0%


       VARIABLE ACCOUNT - SUB-ACCOUNTS (FUNDS)

         FIDELITY INVESTMENTS
           VARIABLE INSURANCE PRODUCTS FUND
             EQUITY-INCOME PORTFOLIO                                    10%
             MONEY MARKET PORTFOLIO                                     10%
           VARIABLE INSURANCE PRODUCTS FUND II
             ASSET MANAGER PORTFOLIO                                     0%
             INVESTMENT GRADE BOND PORTFOLIO                             0%


         FRED ALGER MANAGEMENT, INC.
           ALGER AMERICAN FUND                                           0%
             ALGER AMERICAN GROWTH PORTFOLIO                             0%
             ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO                  10%
             ALGER AMERICAN MIDCAP GROWTH PORTFOLIO                      0%
             ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO              10%


         MASSACHUSETTS FINANCIAL SERVICES
           VARIABLE INSURANCE TRUST
             MFS TOTAL RETURN SERIES                                    10%
             MFS UTILITIES SERIES                                        0%
             MFS WORLD GOVERNMENTS SERIES                                0%

(Continued on Page 5.1)


AN424                                                                          5

<PAGE>


                CERTIFICATE SPECIFICATIONS (CONTINUED)

            ANNUITANT    JOHN DOE            SPECIMEN   CERTIFICATE NUMBER

         AGE AT ISSUE    35            AUGUST 1, 1995   CERTIFICATE DATE

GROUP CONTRACT NUMBER    SPECIMEN     AUGUST 1, 2025    ANNUITY DATE

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



         NEUBERGER & BERMAN
           NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST                  0%
             AMT BALANCED PORTFOLIO                                      0%
             AMT LIMITED MATURITY BOND PORTFOLIO                        10%
             AMT PARTNERS PORTFOLIO                                     10%

         QUEST FOR VALUE
           QUEST FOR VALUE ACCUMULATION TRUST
             QUEST GLOBAL EQUITY PORTFOLIO                              10%
             QUEST MANAGED PORTFOLIO                                    10%
             QUEST SMALL CAP PORTFOLIO                                   0%

           TOTAL                                                       100%



SUBSEQUENT PREMIUM PAYMENTS ARE SUBJECT TO A 10% MINIMUM ALLOCATION REQUIREMENT
WITH RESPECT TO ANY ONE FIXED ACCOUNT SUB-ACCOUNT OR VARIABLE ACCOUNT SUB-
ACCOUNT AND THE FOLLOWING MINIMUM PAYMENT AMOUNTS:

     $2,500 PER FIXED ACCOUNT GUARANTEED PERIOD
     $  100 PER VARIABLE ACCOUNT SUB-ACCOUNT

LIMITATIONS ON TRANSFERS FROM FIXED ACCOUNT:  ONLY ONE SUCH TRANSFER ALLOWED PER
CERTIFICATE YEAR FROM EACH SUB-ACCOUNT, AND THE AMOUNT(S) TRANSFERRED MAY NOT
EXCEED 15% OF THE PREMIUM PAYMENT(S) MADE TO THE APPLICABLE SUB-ACCOUNT(S) OR
THE PORTION REMAINING THEREOF IN THE APPLICABLE SUB-ACCOUNT(S), IF LESS.

THIS CERTIFICATE IS FOR USE WITH "CG VARIABLE ANNUITY SEPARATE ACCOUNT II":  A
CONNECTICUT GENERAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT WHICH WAS
ESTABLISHED ON JANUARY 25, 1994.

CONTRACT OWNER:  CIGNA VARIABLE PRODUCTS TRUST (DATED X/X/95)

CERTIFICATE OWNER:  THE ANNUITANT

BENEFICIARY:   THE PERSON(S) DESIGNATED BY THE CERTIFICATE OWNER AND RECORDED BY
               THE COMPANY

JURISDICTION OF ISSUE OF GROUP CONTRACT:  RHODE ISLAND


AN424                                                                        5.1

<PAGE>


                     SCHEDULE OF CHARGES, EXPENSES AND FEES

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

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

<TABLE>
<CAPTION>

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

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

Any Withdrawal from the Fixed Account prior to the end of a Guaranteed Period
may also be subject to a Market Value Adjustment which may increase, decrease,
or have no affect on the applicable account value(s).  A Market Value Adjustment
would not apply to a withdrawal effective at the end of a Guaranteed Period.
Withdrawal charges are not applicable to certain partial withdrawals of 15% or
less of Premium Payments annually.  Withdrawal charges and a Market Value
Adjustment are not applicable to annuitization of the certificate at any time,
and no negative Market Value Adjustment is applicable to payment of the Death
Benefit.  (See "Penalty-Free Withdrawals, Transfers and Annuitization
Provisions.")

Asset Charges:  Mortality and Expense Risk Charge is a charge equal to an
effective annual rate of 1.20% of the daily net assets of the Variable Account.
Administrative Expense Charge is a charge equal to an effective annual rate of
 .10%  of the daily net assets of the Variable Account.  These charges are
deducted from the Variable Account Value at the end of each Valuation Period.

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



(Continued on Page 7.1)


AN424                                                                          7

<PAGE>


               SCHEDULE OF CHARGES, EXPENSES AND FEES (Continued)

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


AN424                                                                        7.1

<PAGE>

                                   DEFINITIONS

ACCUMULATION PERIOD.  The period from the Certificate Date to (a) the Annuity
Date, (b) the date on which the Death Benefit becomes payable, or (c) the date
on which the certificate is surrendered or annuitized, whichever is earliest.

ANNUITANT.  The person on whose life the first Income Payment is to be made upon
the annuitization of the certificate.  The Annuitant is the person designated in
the Certificate Specifications and will remain the Annuitant under the
certificate unless the Certificate Owner exercises the right to change the
Annuitant as set forth in the "Rights of Certificate Owner" provision. If prior
to the Annuity Date, the Annuitant predeceases the Certificate Owner, the
Certificate Owner will then become the Annuitant until such time as the
Certificate Owner exercises the right to designate a new Annuitant as set forth
in the "Rights of Certificate Owner" provision.  A request for change of
Annuitant must be in writing to the Company at its Variable Products Service
Center's Mailing Address and will not take effect until recorded by the Company.

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

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

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

CERTIFICATE DATE.  The date this certificate takes effect.

CERTIFICATE OWNER (OR "OWNER").  The Certificate Owner is defined under
"Ownership, Assignment and Beneficiary Provisions."  The term "Owner," by
itself, shall mean Certificate Owner.

CERTIFICATE YEARS AND CERTIFICATE ANNIVERSARIES.  All Certificate Years and
Certificate Anniversaries are 12 month periods measured from the Certificate
Date.

CONTRACT OWNER.  The person or entity designated in the Certificate
Specifications.

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

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

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

FUND(S).  The Portfolio(s) of Fund Group(s) whose shares are acquired for the
Variable Account Sub-Accounts in which Premium Payments or Transfers may be
invested.

FUND GROUP(S).  The open-end management investment companies (mutual funds)
registered under the Investment Company Act of 1940, as amended (hereinafter
referred as the "1940 Act"), one or more of whose Portfolio(s)' shares are made
available as investment vehicles for this certificate through Variable Accounts
Sub-Accounts.

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


AN424                                                                          9

<PAGE>

                             DEFINITIONS (CONTINUED)

HOME OFFICE.  The term "Home Office" means Connecticut General Life Insurance
Company, the mailing address of which for this contract is CIGNA Individual
Insurance, Variable Products Service Center, Routing S224, Hartford, Connecticut
06152.

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

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

PAYOUT PERIOD.  The period during which Income Payments are made under this
certificate.

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

VALUATION DATE.  Every day on which the New York Stock Exchange ("NYSE") is open
for business, except any day on which trading on the NYSE is restricted, or on
which an emergency exists, as determined by the Securities and Exchange
Commission ("SEC") so that valuation or disposal of securities is not
practicable.

VALUATION PERIOD.  The period of time beginning on the day following the
Valuation Date and ending on the next Valuation Date.  A Valuation Period may be
more than one day in length.

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

VARIABLE ACCUMULATION UNIT.  A unit of measure used in the calculation of the
value of each Variable Account Sub-Account.

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

                           PREMIUM PAYMENT PROVISIONS

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

The Initial Premium Payment attributable to this certificate is shown on the
Certificate Specifications page.

ALLOCATION OF PREMIUM PAYMENTS.  Upon receipt by the Company at its Variable
Products Service Center's Mailing Address, each Premium Payment made under this
certificate will be added to the Annuity Account established under the
certificate.  The Annuity Account is described under the "Annuity Account"
provision and is comprised of Fixed Account Sub-Account(s) and Variable Account
Sub-Account(s).  The Initial


AN424                                                                         10

<PAGE>

                     PREMIUM PAYMENT PROVISIONS (CONTINUED)

Premium Payment made under this certificate will be allocated to one or more
such Sub-Accounts in accordance with the allocation percentages specified by the
Certificate Owner and shown in  the Certificate Specifications, provided such
allocations to Fixed and/or Variable Accounts conform to the Company's minimum
deposit requirements in effect as of the Certificate Date.  Subsequent Premium
Payments made under this certificate will be allocated on the same basis as the
most recent previous Premium Payment unless the Company is otherwise instructed
by the Certificate Owner to change the allocation percentages.  If a portion of
the most recent previous Premium Payment was allocated to the Fixed Account and
the allocation percentages when applied to a Subsequent Premium Payment does not
produce an amount which meets the Fixed Account minimum requirements, the
Company will promptly seek further instructions from the Certificate Owner
regarding allocation of the premium or otherwise return the applicable portion
of such Premium Payment as provided by law.

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

MINIMUM VALUE REQUIREMENTS.  If no Premium Payments have been made under this
certificate for three consecutive years and its Annuity Account Value decreases
to less than $500 during that period, or if any partial withdrawal decreases its
Annuity Account Value to less than $500, the Company reserves the right to
cancel the certificate and pay to the Certificate Owner an adjusted value of the
Annuity Account as would be calculated under the "Determination of Amount"
provision.  The Company will, however, provide at least 30 days advance notice
to the Certificate Owner of its intended action.  During the notification period
an additional Premium Payment may be made to meet the minimum value
requirements.

                OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS

CERTIFICATE OWNER. The Certificate Owner on the Certificate Date will be the
person designated in the Certificate Specifications. If no Certificate Owner is
designated, the Annuitant will be the Certificate Owner.

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

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

TRANSFER OF CERTIFICATE OWNERSHIP.  The Certificate Owner may transfer all
rights and privileges of the Certificate Owner. On the effective date of
transfer, the transferee will become the Certificate Owner and will have all the
rights and privileges of the Certificate Owner. The Certificate Owner may revoke
any transfer prior to its effective date.

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

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


AN424                                                                         11

<PAGE>

          OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS (CONTINUED)

ASSIGNMENT. This certificate may not be assigned and the Company will not be
affected by any assignment of the certificate until the original assignment or a
certified copy of the assignment is filed at the Home Office.

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

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

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

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

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

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

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


                     FIXED AND VARIABLE ACCOUNTS PROVISIONS

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

VARIABLE ACCOUNT AND SUB-ACCOUNTS.  The Variable Account to which the variable
accumulation values, if any, under this certificate relate is shown in the
Certificate Specifications.  It was established pursuant to a resolution of its
Board of Directors as a "separate account" under governing law of Connecticut,
the Company's state of domicile, and registered as a unit investment trust under
the 1940 Act.  Under Connecticut law, the Variable Account assets (except assets
in excess of its reserves and other contract liabilities) cannot be charged with
the general liabilities from any other business of the Company.  The Variable
Account assets are owned and controlled exclusively by the Company, and the
Company is not a trustee with respect to those assets.

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

Subject to any vote by persons having the right under the 1940 Act to vote
thereon, the Company may elect to operate the Variable Account as a management
company rather than a unit investment trust under the


AN424                                                                         12

<PAGE>

               FIXED AND VARIABLE ACCOUNTS PROVISIONS (CONTINUED)

1940 Act, or, if registration is no longer required, to deregister the Variable
Account.  In such event, the Company may endorse this certificate to reflect
such change and any necessary or appropriate action taken to effect the change.
Any changes in Variable Account investment policy shall have been approved by
the Connecticut Insurance Commissioner and be approved or filed, as required, in
the state or other jurisdiction of issue.

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

INVESTMENTS OF THE VARIABLE ACCOUNT SUB-ACCOUNTS.  All amounts allocated under
this certificate to a Variable Account Sub-Account will be used to purchase
shares of the specific Fund of a Fund Group used by that Sub-Account.  Each Fund
Group is registered under the 1940 Act as an open-end management investment
company, and each Fund of that Fund Group is regulated as an open-end management
investment company.

All Funds available as funding vehicles under this certificate as of its
Certificate Date are listed on page 5.  The Company may add additional Fund
Groups and additional Funds at any time or may change Funds or Fund Groups in
accordance with the "Substituted Securities" provision.

Any and all distributions made by a Fund will be reinvested in additional shares
of that Fund at net asset value.  Deductions by the Company from a Variable
Account Sub-Account will be made by redeeming a number of Fund shares at net
asset value equal in total value to the amount to be deducted.

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

                  VALUES DURING ACCUMULATION PERIOD PROVISIONS

PART A - FIXED ACCOUNT VALUE

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

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


AN424                                                                         13

<PAGE>

            VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

The Company will automatically notify the Certificate Owner in writing at least
15 but not more than 45 days prior to the Expiration Date of a Guaranteed Period
with respect to a Fixed Account Sub-Account of the guaranteed period durations
available and the then currently quoted interest rates.  A subsequent Guaranteed
Period of the same duration will begin automatically at the end of the previous
Guaranteed Period unless the Company receives, in writing at its Variable
Products Service Center's Mailing Address within the 60-day period immediately
preceding the end of such Guaranteed Period, an election by the Certificate
Owner of a different Guaranteed Period from among those being offered by the
Company at such time, or instructions to transfer all or a portion of the
applicable Guaranteed Period Amount to one or more Fixed Account or Variable
Account Sub-Accounts in accordance with the "Transfer Privilege" provision.

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

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

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

PART B - VARIABLE ACCOUNT VALUE

CREDITING VARIABLE ACCUMULATION UNITS.  Upon receipt of a Premium Payment (or a
request for transfer in accordance with the "Transfer Privilege" provision) by
the Company at its Variable Products Service Center's Mailing Address, all or
that portion, if any, of the Premium Payment (or the net amount transferred) to
be allocated to the Variable Account Sub-Accounts will be credited to the
Variable Account under this certificate in the form of Variable Accumulation
Units.  The number of particular Variable Accumulation Units to be credited is
determined by dividing the dollar amount allocated to the particular Variable
Account Sub-Account by the Variable Accumulation Unit Value for the particular
Variable Account Sub-Account for the Valuation Period during which the Premium
Payment is received at the Company's Variable Products Service Center's Mailing
Address.

VARIABLE ACCUMULATION UNIT VALUE.  The Variable Accumulation Unit Value for each
Variable Account Sub-Account was established at $10.00 for the first Valuation
Period of the particular Variable Account Sub-Account.  The Variable
Accumulation Unit Value for the particular Variable Account Sub-Account for any
subsequent Valuation Period is determined by methodology which is the
mathematical  equivalent of multiplying the Variable Accumulation Unit Value for
the particular Variable Account Sub-Account for the immediately preceding
Valuation Period by the Net Investment Factor for the particular Variable
Account Sub-Account for such subsequent Valuation Period.  The Variable
Accumulation Unit Value for each Variable Account Sub-Account for any Valuation
Period is the value determined as of the end of the particular Valuation Period
and may increase, decrease or remain constant from Valuation Period to Valuation
Period.


AN424                                                                         14

<PAGE>

            VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

VARIABLE ACCUMULATION VALUE.  The Variable Accumulation Value of the Annuity
Account, if any, for any Valuation Period is equal to the sum of the value of
all Variable Accumulation Units of each Variable Account Sub-Account credited to
the Variable Account with respect to this certificate for such Valuation Period.
The Variable Accumulation Value of each Variable Account Sub-Account is
determined by multiplying the number of Variable Accumulation Units, if any,
credited to each Variable Account Sub-Account with respect to this certificate
by the Variable Accumulation Unit Value of the particular Variable Account Sub-
Account for such Valuation Period, less deductions for applicable expense
charges and fees and for the cost of Death Benefit Option(s), if any.

NET INVESTMENT FACTOR.  The Net Investment Factor is an index applied to measure
the investment performance of a Variable Account Sub-Account from one Valuation
Period to the next.  The Net Investment Factor may be greater or less than or
equal to 1.0; therefore, the value of a Variable Accumulation Unit may increase,
decrease or remain the same.

The Net Investment Factor for any Variable Account Sub-Account for any Valuation
Period is determined by dividing (a) by (b) and then subtracting (c) from the
result where:

  (a) is the net result of:

         (1) the net asset value (as described in the prospectus for the Fund)
         of a Fund share held in the Variable Account Sub-Account determined as
         of the end of the Valuation Period, plus

         (2) the per share amount of any dividend or other distribution
         declared by the Fund on the shares held in the Variable Account Sub-
         Account if the "ex-dividend" date occurs during the Valuation Period,
         plus or minus

         (3) a per share credit or charge with respect to any taxes paid or
         reserved for by the Company during the Valuation Period which are
         determined by the Company to be attributable to the operation of the
         Variable Account Sub-Account;

  (b) is the net asset value of a Fund share held in the Variable Account Sub-
  Account determined as of the end of the preceding Valuation Period; and

  (c) is the asset charge factor determined by the Company for the Valuation
  Period to reflect the charges for assuming the mortality and expense risks
  and for administrative expenses.

The asset charge factor for any Valuation Period is equal to the daily asset
charge factor multiplied by the number of 24-hour periods in the Valuation
Period.  The daily asset charge factor will be determined annually by the
Company, but in no event may it exceed that specified in the Schedule of
Charges, Expenses and Fees.

PART C - GENERAL

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

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


AN424                                                                         15

<PAGE>

            VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

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

Transfers made under this certificate shall be subject to the following
conditions: (a) No transfer fee will be imposed on the 1st through 3rd transfer
made during a Certificate Year, and no transfer fee will be imposed on the 4th
through 12th transfer made during a Certificate Year if the Annuity Account
Value under the certificate at the time of the transfer is equal to or greater
than $5,000; otherwise, a transfer fee, based on the Company's then current fee
schedule will be imposed on each transfer made in excess of these limits (in
counting the number of transfers, the frequency limitation shown in the
Certificate Specifications with respect to transfers from the Fixed Account will
be included); (b) No withdrawal charge will be imposed on transferred amounts,
however, transfers of all or a portion out of a Fixed Account Sub-Account may be
subject to the Market Value Adjustment set forth below unless such transfer is
made in accordance with the "Full or Partial Withdrawals and Transfers at the
End of a Guaranteed Period" provision; (c) The amount being transferred may not
be less than $2,500 per Fixed Account Sub-Account or $500 per Variable Account
Sub-Account, unless the entire value of the Fixed or Variable Account Sub-
Account is being transferred; (d) The amount being transferred may not exceed
the Company's maximum amount limit then in effect; (e) The amount transferred to
any Fixed Account Sub-Account may not be less than $2,500; (f) Unless a transfer
out of a Fixed Account Sub-Account is made in accordance with the "Full or
Partial Withdrawals and Transfers at the End of a Guaranteed Period" provision,
the amount transferred from each Fixed Account Sub-Account during any
Certificate Year may not exceed the limits shown in the Certificate
Specifications; (g) Any value remaining in a Fixed Account Sub-Account,
following a transfer, may not be less than $1,000 and any value remaining in a
Variable Account Sub-Account, following a transfer, may not be less than $500;
(h) The Company reserves the right to defer transfers of amounts from the Fixed
Account for a period not to exceed six months from the date the request for such
transfer is received by the Company at its Variable Products Service Center; and
(i) Transfers involving Variable Account Sub-Account(s) shall be subject to such
terms and conditions as may be imposed by the Funds.

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


                 CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                           VALUE ADJUSTMENT PROVISIONS

CASH WITHDRAWALS.  At any time before the Annuity Date, the Certificate Owner
may elect to receive a cash withdrawal payment  from the Company by filing with
the Company at its  Variable Products Service Center's Mailing Address a written
election in such form as the Company may require.  Any such election shall
specify the amount of the withdrawal and will be effective on the date that it
is received at the Company's Variable Products Service Center's Mailing Address.
Any cash withdrawal payment will be paid within seven days of the Company's
receipt of such request, except as the Company may be permitted to defer the


AN424                                                                         16

<PAGE>

                 CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                     VALUE ADJUSTMENT PROVISIONS (CONTINUED)

payment of amounts withdrawn from the Variable Account in accordance with the
Investment Company Act of 1940.  The Company reserves the right to defer the
payment of amounts withdrawn from the Fixed Account for a period not to exceed
six months from the date written request for such withdrawal is received by the
Company at its Variable Products Service Center's Mailing Address.

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

In the case of a partial withdrawal, the Certificate Owner must instruct the
Company as to the amounts to be withdrawn from each Fixed and/or Variable
Account Sub-Account.  If not so instructed, the Company will effect such
withdrawal from each Fixed and/or Variable Sub-Account in proportion to the then
current Sub-Account values.  Partial withdrawals cannot reduce any Fixed Account
Sub-Account below $1,000 or any Variable Account Sub-Account below $500.  Such
partial withdrawals will be treated as a full surrender of that Sub-Account
under the certificate and the balance will be transferred to the largest
Variable Account Sub-Account, if any.  Partial withdrawals cannot reduce the
total Annuity Account Value below $500.  (See "Minimum Value Requirements"
provision.)  Such partial withdrawals will be treated as a full surrender.

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

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

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

Withdrawal charges are deducted proportionately from the Fixed and/or Variable
Account Sub-Account(s) from which the withdrawal is to be made, provided such
Sub-Account(s) under the certificate have sufficient account value(s) for making
such deduction(s).  If any of the account value(s) of such Sub-Account(s),
however, are insufficient, the amount payable upon withdrawals will be net of
any remaining withdrawal charges, unless the Certificate Owner and the Company
agree otherwise.


AN424                                                                         17

<PAGE>

                 CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                     VALUE ADJUSTMENT PROVISIONS (CONTINUED)

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

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

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

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

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

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

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

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

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


        PENALTY-FREE WITHDRAWALS, TRANSFERS AND ANNUITIZATION PROVISIONS

PENALTY-FREE PARTIAL WITHDRAWALS OR TRANSFERS.  Upon request in writing, the
Certificate Owner may, during any Certificate Year prior to the Annuity Date,
withdraw up to 15% of the Premium Payment(s) or portion remaining thereof,
without incurring a withdrawal charge.   For this purpose each withdrawal is
deemed to represent a withdrawal of a portion of a Premium Payment previously
accepted.  Premium Payments will be deemed to be withdrawn in the order in which
they were received by the Company (i.e., the oldest premium first).  Any such
withdrawal from a Fixed Account Sub-Account may be subject to a Market Value
Adjustment unless the withdrawal is made at the end of a Guaranteed Period as
set forth below.  The Certificate Owner must specify from which Fixed and/or
Variable Sub-Accounts the withdrawal is to be made, otherwise the Company may
effect such withdrawal on a proportionate basis from all Fixed and/or Variable
Sub-Accounts in which the Annuity Account for this certificate is invested.

Such partial withdrawals may be either taken as a lump sum or, upon consent of
the Company, paid in equal installments, however, (a) no more than one penalty-
free partial withdrawal may be made during any one Certificate Year, (b) the
first withdrawal in any Certificate Year will be deemed to be the penalty-free
withdrawal up to the amount specified above, and (c) the amount of each such
partial withdrawal must be at least $1,000.


AN424                                                                         18

<PAGE>


                            PENALTY-FREE WITHDRAWALS,
               TRANSFERS AND ANNUITIZATION PROVISIONS (CONTINUED)

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

The Certificate Owner may also transfer amounts within the Annuity Account
during the Accumulation Period without the application of a withdrawal charge,
however; (a) any transfers would be subject to any terms and conditions as may
be imposed under the "Transfer Privilege" provision, (b) transfers from a Fixed
Account Sub-Account may be subject to the "Market Value Adjustment" provision,
and (c) the amount of such transfer(s) must be at least $2,500 per Fixed Account
Sub-Account or $500 per Variable Account Sub-Account.

FULL OR PARTIAL WITHDRAWALS AND TRANSFERS AT THE END OF A GUARANTEED PERIOD.  No
Market Value Adjustment will be imposed on a full or partial withdrawal or
transfer made from a Fixed Account Sub-Account which becomes effective at the
end of the applicable initial or subsequent Guaranteed Period.  In such event,
the Certificate Owner's proper request for withdrawal or transfer must be
received at the Company's Variable Products Service Center's Mailing Address
within a 60-day period immediately preceding the end of such Guaranteed Period.

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

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


                               BENEFIT PROVISIONS

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

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

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

ELECTION AND EFFECTIVE DATE OF ELECTION WITH RESPECT TO ANNUITY BENEFIT.  During
the lifetime of the Certificate Owner and prior to the Annuity Date, the
Certificate Owner may elect to have the adjusted value of the Annuity Account
applied on the Annuity Date under one or more of the settlement options set
forth in this certificate, or under any other settlement option as agreed to by
the Company.  The Certificate Owner


AN424                                                                         19

<PAGE>

                         BENEFIT PROVISIONS (CONTINUED)

may also change any election, but any election or change of election must be
received at the Company's Variable Products Service Center's Mailing Address at
least 45 days prior to the Annuity Date.  The election or change of election may
be made by filing with the Company at its Variable Products Service Center's
Mailing Address written notice in such form as the Company may require.  If no
such election is in effect on the 30th day prior to the Annuity Date, the
adjusted value of the Annuity Account under this certificate will be applied
under a Life Annuity with 120 months guaranteed.

In such situation, the portion of the adjusted value of the Annuity Account
under this certificate to be applied for a Fixed Life Annuity under the Second
Option and/or a Variable Life Annuity under Option II will be determined on a
pro rata basis from the composition of the Annuity Account on the Annuity Date.

DETERMINATION OF AMOUNT.  On the Annuity Date the Annuity Account under this
certificate will be canceled and the adjusted value of the Annuity Account to be
applied under the settlement options provisions shall be equal to the Annuity
Account Value for the Valuation Period which ends immediately preceding the
Annuity Date, minus a proportionate amount of the Annuity Account Fee to reflect
the time elapsed between the last Valuation Date for the most recent calendar
year and the Valuation Date before the Annuity Date, minus any applicable
premium or similar tax.  For the purposes of any qualified plan riders which may
be attached to this certificate, the term "Annuity Value," wherever referenced
therein, shall mean the "adjusted value of the Annuity Account" as defined
above.

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

DEATH BENEFIT.  If the Certificate Owner dies before the Annuity Date, the
Company will pay the Death Benefit to the Beneficiary upon receipt of due proof
of the death of the Certificate Owner in accordance with the "Payment of Death
Benefit" provision.  If there is no Beneficiary living on the date of death of
the Certificate Owner, the Company will pay the Death Benefit, upon receipt of
due proof of the death of both the Certificate Owner and the Beneficiary, in one
sum to the estate of the Certificate Owner.  If the death of the Certificate
Owner occurs on or after the Annuity Date, no death benefit will be payable
under the certificate except as may be provided under the settlement option
elected.

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

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

Unless otherwise specified in writing by the Certificate Owner, the Beneficiary
may elect (a) to receive the Death Benefit as a cash payment, in which event the
Annuity Account will be canceled, or (b) to have the Death Benefit applied under
one or more of the settlement options set forth under the certificate.  This
election may be made by filing with the Company a written request in a form as
required by the Company.  Any written request for an election of a settlement
option for the Death Benefit by the Beneficiary will become effective on the
later of (a) the date the request is received by the Company at its Variable
Products Service


AN424                                                                         20

<PAGE>

                         BENEFIT PROVISIONS (CONTINUED)

Center's Mailing Address; or (b) the date due proof of the death of the
Certificate Owner is received by the Company at its Variable Products Service
Center's Mailing Address.  If a written request for a settlement option by the
Beneficiary is not received by the Company within 60 days following the date due
proof of the death of the Certificate Owner is received by the Company, the
Beneficiary shall be deemed to have elected a cash payment as of the last day of
the 60-day period.

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

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

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

AMOUNT OF DEATH BENEFIT.  No negative Market Value Adjustment is assessed
against amounts which are applied toward payment of a death benefit, and if no
Death Benefit Option(s) are then in effect, the amount of the death benefit
determined as of the effective date or deemed effective date of the death
benefit election (not as of the date of death) under this certificate is equal
to the Annuity Account Value for the Valuation Period during which the death
benefit election is effective or deemed to become effective.  If however, one or
more of the following Death Benefit Options is in effect when the death benefit
becomes payable, the amount of the death benefit will be the greater of the
amount described above or the largest of the amounts of the Death Benefit
Option(s) in effect under this certificate.

The Death Benefit Option(s) in effect under this certificate, if any, are shown
in the Certificate Specifications as Death Benefit Options(s) A, B, C, and/or D;
such are described below:

  Option A: The amount of death benefit equals Premium Payments made, less
            partial withdrawals.

  Option B: The amount of death benefit equals Premium Payments made, less
            partial withdrawals, with interest compounded daily at a rate
            equivalent to 5% per year during the first 7 Certificate Years.  As
            of the beginning of the 8th Certificate Year, the amount of death
            benefit will decrease and thereafter be equal to total Premium
            Payments made, less partial withdrawals.


AN424                                                                         21

<PAGE>

                         BENEFIT PROVISIONS (CONTINUED)

  Option C:   The amount of death benefit equals the Annuity Account Value on
              the seven-year Certificate Anniversary immediately preceding the
              date the death benefit election is effective or is deemed to
              become effective, adjusted for any subsequent Premium Payments
              and partial withdrawals and charges made between the immediate
              preceding seven-year Certificate Anniversary and the date the
              death benefit election is effective or is deemed to become
              effective (as referenced herein, seven-year Certificate
              Anniversary means the 7th Certificate Anniversary and each
              succeeding Certificate Anniversary occurring at any seven-year
              interval thereafter, for example, the 14th and 21st Certificate
              Anniversaries).

  Option D:   The amount of death benefit equals the highest Annuity Account
              Value ever attained on a Certificate Anniversary date, with
              adjustments for any subsequent Premium Payments and partial
              withdrawals and charges made since the last determination of such
              highest value.

CHANGING DEATH BENEFIT OPTIONS.  The election of the Death Benefit Option(s)
shown in the Certificate Specifications may be changed once, and only once,
while the certificate is in force, and the only change permitted is to drop one
or more of the Death Benefit Option(s) in effect at that time.  The request for
change must be made in writing by the Owner.  The Company reserves the right to
charge for the change at the time the request for change is processed.

CHARGING FOR DEATH BENEFIT OPTIONS.  On each Certificate Anniversary the Company
will determine the amount of the death benefit in effect under the certificate
during the past Certificate Year, and if such amount is based on one or more
Death Benefit Options (i.e., A, B, C, or D), a cost of insurance charge will be
calculated as (a) times (b) where:

     (a)  equals the greatest coverage provided under the Death Benefit
          Option(s) elected less the then current Annuity Account Value
          (expressed on a per $1,000 basis), and

     (b)  is the appropriate cost of insurance rate per $1,000 from the table
          below:

<TABLE>
<CAPTION>

                                  Cost of Insurance
                               Annual Rates Per $1,000
                               -----------------------
          Attained Age*           Male        Female
          -------------           ----        ------
          <S>                  <C>            <C>
          less than 40            $2.40        $1.99
              40-45                3.02         2.54
              46-50                4.92         4.02
              51-55                7.30         5.70
              56-60               11.46         8.34
              61-65               17.54        11.55
              66-70               27.85        18.19
              71-75               43.30        27.57
              76-80               70.53        47.33
              81-85              117.25        87.04
              86-90              179.55       147.37

<FN>
       *  Attained Age of the person covered under the death benefit provisions
       of the certificate.
</TABLE>

The cost of insurance charge will then be deducted on each Certificate
Anniversary on a pro-rata basis from the Fixed Account and Variable Account Sub-
Accounts under the certificate.

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


AN424                                                                         22

<PAGE>

                               GENERAL PROVISIONS

THE CONTRACT AND THE CERTIFICATE.  The contract is an agreement between the
Contract Owner and the Company and this certificate is based on the group
contract.  The certificate (including any amendments, endorsements or rider
attached thereto), and the application for the certificate (a copy of which is
attached to the certificate when issued), constitute the entire certificate.

Only the President, a Vice President, an Assistant Vice President, a Secretary,
a Director or an Assistant Director of the Company may make or modify this
contract or any certificate issued under it.

Both the contract and this certificate are executed at the Company's Home
Office, the mailing address of which for this certificate is CIGNA Individual
Insurance, Variable Products Service Center, Routing S224, Hartford, Connecticut
06152.

MODIFICATION OF CERTIFICATE.  The Company reserves the right to modify this
certificate to meet the requirements of applicable state and federal laws or
regulations.  The Company will notify the Certificate Owner in writing of any
changes that bear upon the certificate.


NON-PARTICIPATION.  This certificate is not entitled to share in surplus
distribution.

LOANS.  Loans are not permitted under this certificate.

DETERMINATION OF VALUES.  The method of determination by the Company of the Net
Investment Factor and the number and value of Accumulation Units and Annuity
Units shall be conclusive upon the Certificate Owner, and any Beneficiary or
payee.  Any paid-up annuity, cash surrender or death benefits that may be
available under this certificate will not be less than the minimum benefits
required by the jurisdiction of issue.

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

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

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

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


AN424                                                                         23

<PAGE>


















                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY

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

AN424
<PAGE>
                 OPTIONAL METHODS OF SETTLEMENT

This rider is made part of the certificate to which it is attached as of the
Certificate Date. Upon written request, the Company will agree to pay in
accordance with any one of the options shown below all or part of the net
proceeds that may be payable under the certificate.

While the Certificate Owner is alive, the request, including the designation of
the payee, may be made by the Certificate Owner. At the time a Death Benefit
becomes payable under the certificate, the request, including the designation of
the payee, may then be made by the Beneficiary. Once Income Payments have begun,
no surrender of the Annuity Value can be made (unless Variable Income Payments
are made under Option III) and the Annuitant cannot be changed, nor can the
settlement option be changed.

PAYMENT DATES. The first Income Payment under the settlement option selected
will be made on the first day of the month following the Annuity Date.
Subsequent payments will be made on the first day of each month in accordance
with the manner of payment selected.

MINIMUM PAYMENT AMOUNT. The settlement option elected must result in an Income
Payment at least equal to the minimum payment amount in accordance with the
Company's rules then in effect. If at any time payments are less than the
minimum payment amount, the Company has the right to change the frequency to an
interval that will provide the minimum payment amount. If any amount due is less
than the minimum per year, the Company may make other arrangements that are
equitable.

FIXED BENEFIT OPTIONS

FIXED INCOME PAYMENTS. Fixed Income Payments will remain constant pursuant to
the terms of the fixed settlement option(s) selected. The amount of each Fixed
Income Payment shall be determined in accordance with the terms of the
settlement option and the table(s) set forth in this rider, as applicable. The
mortality table used is the 1983 Individual Annuitant Mortality (IAM) Table "a"
and 3% interest. In determining the settlement amount, the settlement age of the
Annuitant will be reduced by one year when the first instalment is payable
during the 1990's, reduced by two years when the first instalment is payable
during the decade 2000-2009, and so on.

FIRST OPTION: LIFE ANNUITY.  An annuity payable monthly to the payee during
the lifetime of the Annuitant, ceasing with the last payment due prior to the
death of the Annuitant.

SECOND OPTION:  LIFE ANNUITY WITH CERTAIN PERIOD.  An annuity providing
monthly income to the payee for a fixed period of 60, 120, 180, or 240 months
(as selected), and for as long thereafter as the Annuitant shall live.

THIRD OPTION: CASH REFUND LIFE ANNUITY. An annuity payable monthly to the payee
during the lifetime of the Annuitant ceasing with the last payment due prior to
the death of the Annuitant provided that, at the death of the Annuitant, the
payee will receive an additional payment equal to the excess, if any, of (a)
over (b) where: (a) is the initial value of the proceeds applied under this
option; and (b) is the dollar amount of payments already paid.

FOURTH OPTION:  ANNUITY CERTAIN. An amount payable monthly for the number of
years selected which may be from 5 to 30 years.

EXCESS INTEREST. At the sole discretion of the Company, excess interest may be
paid or credited from time to time in addition to the payments guaranteed under
any fixed benefit Optional Method of Settlement.

AR424                                                                   (Page 1)

<PAGE>




                    OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

VARIABLE BENEFIT OPTIONS

VARIABLE INCOME PAYMENTS. The amount of the first Variable Income Payment shall
be determined in accordance with the terms of the settlement option and the
table(s) set forth in this rider, as applicable. The mortality table used is the
1983 Individual Annuitant Mortality (IAM) Table "a" and 3%. In determining the
settlement amount, the settlement age of the Annuitant will be reduced by one
year when the first instalment is payable during the 1990's, reduced by two
years when the first instalment is payable during the decade 2000-2009 and so
on.

All Variable Income Payments other than the first are determined by means of
Annuity Units credited to the certificate with respect to the particular payee.
The number of Annuity Units to be credited in respect of a particular
Sub-Account under the certificate is determined by dividing that portion of the
first Variable Income Payment attributable to that Sub-Account by the Annuity
Unit Value of that Sub-Account for the Valuation Period which ends immediately
preceding the Annuity Date. The number of Annuity Units of each Sub-Account
credited with respect to the particular payee then remains fixed unless an
exchange of Annuity Units is made pursuant to the "Exchange of Variable Annuity
Units" section. The dollar amount of each Variable Income Payment after the
first may increase, decrease or remain constant, and is equal to the sum of the
amounts determined by multiplying the number of Annuity Units of a particular
Sub-Account for the Valuation Period which ends immediately preceding the due
date of each subsequent payment by the Annuity Unit Value for the particular
Sub-Account for the first Valuation Period occurring on or immediately prior to
the first day of each month.

ANNUITY UNIT VALUE. The Annuity Unit Value for each Sub-Account was established
at $10.00 for the first Valuation Period of the particular Sub-Account. The
Annuity Unit Value for the particular Sub-Account for any subsequent Valuation
Period is determined by multiplying the Annuity Unit Value for the particular
Sub-Account for the immediately preceding Valuation Period by the Net Investment
Factor for the current Valuation Period and then multiplying that product by a
factor to neutralize the assumed interest rate of 3% per year to establish the
Annuity Payment Rates set forth in this rider. The factor is 0.99991902 for a
one day valuation period.

EXCHANGE OF VARIABLE ANNUITY UNITS. After the Annuity Date the payee may, by
filing a written request with the Company at its Variable Products Service
Center's Mailing Address, exchange the value of a designated number of Annuity
Units of particular Variable Sub-Accounts then credited with respect to such
payee into other Annuity Units, the value of which would be such that the dollar
amount of an Income Payment made on the date of the exchange would be unaffected
by the exchange. Unless otherwise authorized by the Company in writing, no more
than 3 exchanges may be made in any Certificate Year.

Exchanges may be made among the Variable Sub-Accounts only. Exchanges shall be
made using the Annuity Unit Values for the Valuation Period during which the
request for exchange is received by the Company at its Variable Products Service
Center's Mailing Address.

ANNUITY ACCOUNT FEE. After the Annuity Date an Annuity Account Fee amounting to
$35 per year will be deducted in equal amounts from each variable Income Payment
made during the year. For example, this would amount to a $2.92 deduction from
each monthly Variable Income Payment. No deduction will be made from Fixed
Income Payments.

OPTION I:  VARIABLE LIFE ANNUITY.  A variable annuity payable monthly to the
payee during the lifetime of the Annuitant, ceasing with the last payment due
prior to the death of the Annuitant.

AR424                                                                   (Page 2)

<PAGE>


                       OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

OPTION II: VARIABLE LIFE ANNUITY WITH CERTAIN PERIOD. A variable annuity which
provides monthly payments during the lifetime of the Annuitant and further
provides that if, at the death of the Annuitant, payments have been made for
less than the elected period certain, which may be 60, 120, 180 or 240 months,
the annuity payments will be continued during the remainder of such period.

OPTION III: VARIABLE ANNUITY CERTAIN. A variable amount payable monthly for the
number of years selected which may be from 5 to 30 years. At any time during the
period certain the Annuitant may elect that (1) all or a portion of any future
payments to which the Annuitant is entitled be commuted and paid in one sum, or
(2) such commuted amount, provided that the value thereof meets the minimum
payment amount in accordance with the Company's rules then in effect, be applied
to effect a variable annuity under one of the other options described herein. At
the expiration of the period certain, no further payments of any kind are
payable. If the Annuitant dies before the specified number of certain payments
have been received, the remainder of the payments will be continued during the
remainder of such period.

ADDITIONAL FIXED AND VARIABLE OPTIONS. Any proceeds payable under the
certificate may also be settled under any other method of settlement offered by
the Company at the time of the request.


                                      Connecticut General Life Insurance Company

                                                /s/ Thomas C. Jones

                                                       PRESIDENT






AR424                                                                   (Page 3)

<PAGE>



                       OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000
APPLIED - MALE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
 SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN           SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
 ANNUITANT NEAREST                                            ANNUITANT NEAREST
     BIRTHDAY         60     120      180      240                BIRTHDAY         60     120      180      240
- ------------------------------------------------------------------------------------------------------------------
 AGE  LIFE ANNUITY                                            AGE  LIFE ANNUITY
<S>      <C>        <C>     <C>      <C>      <C>             <C>     <C>        <C>     <C>      <C>      <C>
 10      $2.87      $2.87   $2.87    $2.87    $2.87           35      $3.44      $3.44   $3.44    $3.43    $3.41
 11       2.89       2.89    2.89     2.88     2.88           36       3.48       3.48    3.48     3.46     3.45
 12       2.90       2.90    2.90     2.90     2.90           37       3.52       3.52    3.52     3.50     3.48
 13       2.92       2.92    2.91     2.91     2.91           38       3.57       3.56    3.56     3.54     3.52
 14       2.93       2.93    2.93     2.93     2.92           39       3.61       3.61    3.60     3.58     3.56

 15       2.95       2.95    2.95     2.94     2.94           40       3.66       3.65    3.65     3.63     3.60
 16       2.96       2.96    2.96     2.96     2.96           41       3.71       3.70    3.69     3.67     3.64
 17       2.98       2.98    2.98     2.98     2.97           42       3.76       3.75    3.74     3.72     3.68
 18       3.00       3.00    3.00     2.99     2.99           43       3.81       3.81    3.79     3.77     3.73
 19       3.02       3.02    3.01     3.01     3.01           44       3.87       3.86    3.85     3.82     3.77

 20       3.04       3.04    3.03     3.03     3.03           45       3.93       3.92    3.90     3.87     3.82
 21       3.06       3.05    3.05     3.05     3.05           46       3.99       3.98    3.96     3.92     3.87
 22       3.08       3.08    3.07     3.07     3.07           47       4.05       4.05    4.02     3.98     3.92
 23       3.10       3.10    3.09     3.09     3.09           48       4.12       4.11    4.09     4.04     3.97
 24       3.12       3.12    3.12     3.11     3.11           49       4.19       4.18    4.15     4.10     4.03

 25       3.14       3.14    3.14     3.14     3.13           50       4.27       4.26    4.22     4.17     4.08
 26       3.17       3.17    3.16     3.16     3.15           51       4.34       4.33    4.30     4.23     4.14
 27       3.19       3.19    3.19     3.19     3.18           52       4.43       4.41    4.37     4.30     4.20
 28       3.22       3.22    3.22     3.21     3.20           53       4.51       4.50    4.45     4.37     4.26
 29       3.25       3.25    3.24     3.24     3.23           54       4.60       4.59    4.54     4.45     4.32

 30       3.28       3.28    3.27     3.27     3.26           55       4.70       4.68    4.62     4.53     4.39
 31       3.31       3.31    3.30     3.30     3.29           56       4.80       4.78    4.72     4.61     4.45
 32       3.34       3.34    3.33     3.33     3.32           57       4.91       4.89    4.82     4.69     4.51
 33       3.37       3.37    3.37     3.36     3.35           58       5.03       5.00    4.92     4.78     4.58
 34       3.41       3.41    3.40     3.39     3.38           59       5.15       5.12    5.03     4.87     4.65


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

<TABLE>
<CAPTION>
- -------------------------------------------------------------
  SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
  ANNUITANT NEAREST
       BIRTHDAY        60     120      180      240
- -------------------------------------------------------------
  AGE  LIFE ANNUITY
<S>       <C>        <C>     <C>      <C>      <C>
  60      $5.28      $5.25   $5.14    $4.96    $4.71
  61       5.43       5.39    5.27     5.06     4.78
  62       5.58       5.53    5.39     5.16     4.84
  63       5.74       5.69    5.53     5.26     4.90
  64       5.91       5.85    5.66     5.36     4.96

  65       6.10       6.03    5.81     5.46     5.02
  66       6.30       6.21    5.96     5.56     5.08
  67       6.51       6.41    6.12     5.66     5.13
  68       6.73       6.62    6.28     5.77     5.18
  69       6.97       6.84    6.44     5.86     5.23

  70       7.23       7.07    6.61     5.96     5.27
  71       7.51       7.32    6.79     6.05     5.31
  72       7.80       7.58    6.96     6.14     5.34
  73       8.12       7.85    7.14     6.23     5.37
  74       8.46       8.14    7.32     6.31     5.40

  75       8.82       8.45    7.50     6.38     5.42
  76       9.21       8.76    7.67     6.45     5.44
  77       9.63       9.10    7.84     6.51     5.45
  78      10.08       9.44    8.01     6.57     5.47
  79      10.56       9.80    8.17     6.62     5.48

  80      11.07      10.17    8.33     6.66     5.49
  81      11.62      10.55    8.48     6.70     5.49
  82      12.20      10.94    8.61     6.73     5.50
  83      12.82      11.33    8.74     6.76     5.50
  84      13.47      11.73    8.86     6.79     5.51

  85      14.17      12.12    8.97     6.81     5.51

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

AR424                                                                   (Page 4)

<PAGE>


                     OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000
APPLIED - FEMALE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
 SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN           SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
 ANNUITANT NEAREST                                            ANNUITANT NEAREST
     BIRTHDAY         60     120      180      240                 BIRTHDAY        60     120      180      240
- -------------------------------------------------------------------------------------------------------------------------
 AGE  LIFE ANNUITY                                            AGE  LIFE ANNUITY
<S>      <C>        <C>     <C>      <C>      <C>             <C>     <C>        <C>     <C>      <C>
 10      $2.80      $2.80   $2.80    $2.80    $2.80           35      $3.26      $3.26   $3.26    $3.25    $3.24
 11       2.81       2.81    2.81     2.81     2.81           36       3.29       3.29    3.29     3.28     3.27
 12       2.82       2.82    2.82     2.82     2.82           37       3.32       3.32    3.32     3.31     3.30
 13       2.83       2.83    2.83     2.83     2.83           38       3.35       3.35    3.35     3.34     3.33
 14       2.85       2.85    2.85     2.84     2.84           39       3.39       3.39    3.38     3.38     3.37

 15       2.86       2.86    2.86     2.86     2.86           40       3.42       3.42    3.42     3.41     3.40
 16       2.87       2.87    2.87     2.87     2.87           41       3.46       3.46    3.46     3.45     3.43
 17       2.89       2.89    2.89     2.88     2.88           42       3.50       3.50    3.50     3.49     3.47
 18       2.90       2.90    2.90     2.90     2.90           43       3.54       3.54    3.54     3.53     3.51
 19       2.92       2.92    2.92     2.91     2.91           44       3.59       3.59    3.58     3.57     3.55

 20       2.93       2.93    2.93     2.93     2.93           45       3.64       3.63    3.63     3.61     3.59
 21       2.95       2.95    2.95     2.95     2.94           46       3.68       3.68    3.67     3.66     3.63
 22       2.96       2.96    2.96     2.96     2.96           47       3.73       3.73    3.72     3.71     3.68
 23       2.98       2.98    2.98     2.98     2.98           48       3.79       3.79    3.77     3.76     3.72
 24       3.00       3.00    3.00     3.00     2.99           49       3.84       3.84    3.83     3.81     3.77

 25       3.02       3.02    3.02     3.02     3.01           50       3.90       3.90    3.89     3.86     3.82
 26       3.04       3.04    3.04     3.03     3.03           51       3.97       3.96    3.95     3.92     3.88
 27       3.06       3.06    3.06     3.06     3.05           52       4.03       4.03    4.01     3.98     3.93
 28       3.08       3.08    3.08     3.08     3.07           53       4.10       4.10    4.08     4.04     3.99
 29       3.10       3.10    3.10     3.10     3.09           54       4.18       4.17    4.15     4.11     4.04

 30       3.13       3.13    3.12     3.12     3.12           55       4.25       4.25    4.22     4.18     4.11
 31       3.15       3.15    3.15     3.14     3.14           56       4.34       4.33    4.30     4.25     4.17
 32       3.18       3.18    3.17     3.17     3.16           57       4.42       4.41    4.38     4.32     4.23
 33       3.20       3.20    3.20     3.20     3.19           58       4.52       4.51    4.47     4.40     4.30
 34       3.23       3.23    3.23     3.22     3.22           59       4.61       4.60    4.56     4.48     4.37


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

<TABLE>
<CAPTION>
- -------------------------------------------------------------
  SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
  ANNUITANT NEAREST
      BIRTHDAY         60     120      180      240
- -------------------------------------------------------------
  AGE  LIFE ANNUITY
<S>       <C>        <C>     <C>      <C>      <C>
  60      $4.72      $4.70   $4.66    $4.57    $4.44
  61       4.83       4.81    4.76     4.66     4.51
  62       4.95       4.93    4.87     4.75     4.58
  63       5.08       5.05    4.98     4.85     4.65
  64       5.21       5.18    5.10     4.95     4.72

  65       5.36       5.32    5.22     5.05     4.79
  66       5.51       5.47    5.36     5.16     4.86
  67       5.67       5.63    5.50     5.26     4.93
  68       5.85       5.80    5.65     5.37     5.00
  69       6.04       5.98    5.80     5.49     5.06

  70       6.25       6.18    5.97     5.60     5.12
  71       6.47       6.39    6.14     5.71     5.18
  72       6.71       6.62    6.32     5.83     5.23
  73       6.98       6.86    6.50     5.94     5.28
  74       7.26       7.12    6.69     6.04     5.32

  75       7.57       7.40    6.89     6.14     5.35
  76       7.90       7.69    7.09     6.24     5.39
  77       8.26       8.01    7.29     6.33     5.41
  78       8.65       8.34    7.49     6.41     5.43
  79       9.08       8.70    7.69     6.49     5.45

  80       9.54       9.07    7.89     6.55     5.47
  81      10.03       9.47    8.08     6.61     5.48
  82      10.58       9.88    8.26     6.66     5.49
  83      11.16      10.31    8.43     6.70     5.49
  84      11.80      10.75    8.59     6.74     5.50

  85      12.48      11.20    8.74     6.77     5.50

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


ANNUITY CERTAIN TABLE FOR EACH $1,000 APPLIED
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
    NUMBERS OF YEARS       AMOUNT OF EACH INSTALMENT             NUMBER OF YEARS        AMOUNT OF EACH INSTALMENT
      DURING WHICH                                                 DURING WHICH
   INSTALMENTS WILL BE                                          INSTALMENTS WILL BE
          PAID                ANNUAL         MONTHLY                   PAID                  ANNUAL       MONTHLY
- ----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>                       <C>                  <C>             <C>
          5                  $ 211.99       $ 17.91                   11                   $ 104.93        $ 8.86
          6                    179.22         15.14                   12                      97.54          8.24
          7                    155.83         13.16                   13                      91.29          7.71
          8                    138.31         11.68                   14                      85.95          7.26
          9                    124.69         10.53                   15                      81.33          6.87
         10                    113.82          9.61                   16                      77.29          6.53

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

<TABLE>
<CAPTION>
- ----------------------------------------------------------
  NUMBER OF YEARS       AMOUNT OF EACH INSTALMENT
    DURING WHICH
 INSTALMENTS WILL BE
       PAID              ANNUAL           MONTHLY
- ----------------------------------------------------------
<S>                     <C>                <C>
      17                $  73.74           $ 6.23
      18                   70.59             5.96
      19                   67.78             5.73
      20                   65.26             5.51
      25                   55.76             4.71


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

AR424                                                                   (Page 5)


<PAGE>

                        OPTIONAL METHODS OF SETTLEMENT

This rider is made part of the certificate to which it is attached as of the
Certificate Date. Upon written request, the Company will agree to pay in
accordance with any one of the options shown below all or part of the net
proceeds that may be payable under the certificate.

While the Certificate Owner is alive, the request, including the designation of
the payee, may be made by the Certificate Owner. At the time a Death Benefit
becomes payable under the certificate, the request, including the designation of
the payee, may then be made by the Beneficiary. Once Income Payments have begun,
no surrender of the Annuity Value can be made (unless Variable Income Payments
are made under Option III) and the Annuitant cannot be changed, nor can the
settlement option be changed.

PAYMENT DATES. The first Income Payment under the settlement option selected
will be made on the first day of the month following the Annuity Date.
Subsequent payments will be made on the first day of each month in accordance
with the manner of payment selected.

MINIMUM PAYMENT AMOUNT. The settlement option elected must result in an Income
Payment at least equal to the minimum payment amount in accordance with the
Company's rules then in effect. If at any time payments are less than the
minimum payment amount, the Company has the right to change the frequency to an
interval that will provide the minimum payment amount. If any amount due is less
than the minimum per year, the Company may make other arrangements that are
equitable.

FIXED BENEFIT OPTIONS

FIXED INCOME PAYMENTS. Fixed Income Payments will remain constant pursuant to
the terms of the fixed settlement option(s) selected. The amount of each Fixed
Income Payment shall be determined in accordance with the terms of the
settlement option and the table(s) set forth in this rider, as applicable. The
mortality table used is the 1983 Individual Annuitant Mortality (IAM) Table "a"
and 3% interest. In determining the settlement amount, the settlement age of the
Annuitant will be reduced by one year when the first instalment is payable
during the 1990's, reduced by two years when the first instalment is payable
during the decade 2000-2009, and so on.

FIRST OPTION: LIFE ANNUITY.  An annuity payable monthly to the payee during
the lifetime of the Annuitant, ceasing with the last payment due prior to
the death of the Annuitant.

SECOND OPTION:  LIFE ANNUITY WITH CERTAIN PERIOD.  An annuity providing
monthly income to the payee for a fixed period of 60, 120, 180, or 240
months (as selected), and for as long thereafter as the Annuitant shall
live.

THIRD OPTION: CASH REFUND LIFE ANNUITY. An annuity payable monthly to the payee
during the lifetime of the Annuitant ceasing with the last payment due prior to
the death of the Annuitant provided that, at the death of the Annuitant, the
payee will receive an additional payment equal to the excess, if any, of (a)
over (b) where: (a) is the initial value of the proceeds applied under this
option; and (b) is the dollar amount of payments already paid.

FOURTH OPTION:  ANNUITY CERTAIN. An amount payable monthly for the number of
years selected which may be from 5 to 30 years.

EXCESS INTEREST. At the sole discretion of the Company, excess interest may be
paid or credited from time to time in addition to the payments guaranteed under
any fixed benefit Optional Method of Settlement.

                                                                        (Page 1)
AR424-U

<PAGE>


                 OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

VARIABLE BENEFIT OPTIONS

VARIABLE INCOME PAYMENTS. The amount of the first Variable Income Payment shall
be determined in accordance with the terms of the settlement option and the
table(s) set forth in this rider, as applicable. The mortality table used is the
1983 Individual Annuitant Mortality (IAM) Table "a" and 3%. In determining the
settlement amount, the settlement age of the Annuitant will be reduced by one
year when the first instalment is payable during the 1990's, reduced by two
years when the first instalment is payable during the decade 2000-2009 and so
on.

All Variable Income Payments other than the first are determined by means of
Annuity Units credited to the certificate with respect to the particular payee.
The number of Annuity Units to be credited in respect of a particular
Sub-Account under the certificate is determined by dividing that portion of the
first Variable Income Payment attributable to that Sub-Account by the Annuity
Unit Value of that Sub-Account for the Valuation Period which ends immediately
preceding the Annuity Date. The number of Annuity Units of each Sub-Account
credited with respect to the particular payee then remains fixed unless an
exchange of Annuity Units is made pursuant to the "Exchange of Variable Annuity
Units" section. The dollar amount of each Variable Income Payment after the
first may increase, decrease or remain constant, and is equal to the sum of the
amounts determined by multiplying the number of Annuity Units of a particular
Sub-Account for the Valuation Period which ends immediately preceding the due
date of each subsequent payment by the Annuity Unit Value for the particular
Sub-Account for the first Valuation Period occurring on or immediately prior to
the first day of each month.

ANNUITY UNIT VALUE. The Annuity Unit Value for each Sub-Account was established
at $10.00 for the first Valuation Period of the particular Sub-Account. The
Annuity Unit Value for the particular Sub-Account for any subsequent Valuation
Period is determined by multiplying the Annuity Unit Value for the particular
Sub-Account for the immediately preceding Valuation Period by the Net Investment
Factor for the current Valuation Period and then multiplying that product by a
factor to neutralize the assumed interest rate of 3% per year to establish the
Annuity Payment Rates set forth in this rider. The factor is 0.99991902 for a
one day valuation period.

EXCHANGE OF VARIABLE ANNUITY UNITS. After the Annuity Date the payee may, by
filing a written request with the Company at its Variable Products Service
Center's Mailing Address, exchange the value of a designated number of Annuity
Units of particular Variable Sub-Accounts then credited with respect to such
payee into other Annuity Units, the value of which would be such that the dollar
amount of an Income Payment made on the date of the exchange would be unaffected
by the exchange. Unless otherwise authorized by the Company in writing, no more
than 3 exchanges may be made in any Certificate Year.

Exchanges may be made among the Variable Sub-Accounts only. Exchanges shall
be made using the Annuity Unit Values for the Valuation Period during which
the request for exchange is received by the Company at its Variable Products
Service Center's Mailing Address.

ANNUITY ACCOUNT FEE.  After the Annuity Date an Annuity Account Fee
amounting to $35 per year will be deducted in equal amounts from each
variable Income Payment made during the year.  For example, this would
amount to a $2.92 deduction from each monthly Variable Income Payment. No
deduction will be made from Fixed Income Payments.

OPTION I:  VARIABLE LIFE ANNUITY.  A variable annuity payable monthly to the
payee during the lifetime of the Annuitant, ceasing with the last payment
due prior to the death of the Annuitant.


                                                                        (Page 2)
AR424-U

<PAGE>



                 OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

OPTION II: VARIABLE LIFE ANNUITY WITH CERTAIN PERIOD. A variable annuity which
provides monthly payments during the lifetime of the Annuitant and further
provides that if, at the death of the Annuitant, payments have been made for
less than the elected period certain, which may be 60, 120, 180 or 240 months,
the annuity payments will be continued during the remainder of such period.

OPTION III: VARIABLE ANNUITY CERTAIN. A variable amount payable monthly for the
number of years selected which may be from 5 to 30 years. At any time during the
period certain the Annuitant may elect that (1) all or a portion of any future
payments to which the Annuitant is entitled be commuted and paid in one sum, or
(2) such commuted amount, provided that the value thereof meets the minimum
payment amount in accordance with the Company's rules then in effect, be applied
to effect a variable annuity under one of the other options described herein. At
the expiration of the period certain, no further payments of any kind are
payable. If the Annuitant dies before the specified number of certain payments
have been received, the remainder of the payments will be continued during the
remainder of such period.

ADDITIONAL FIXED AND VARIABLE BENEFIT OPTIONS. Any proceeds payable under the
certificate may also be settled under any other method of settlement offered by
the Company at the time of the request.


                                      CONNECTICUT GENERAL LIFE INSURANCE COMPANY

                                           /s/ THOMAS C. JONES

                                                  PRESIDENT

                                                                        (Page 3)
AR424-U

<PAGE>



                                OPTIONAL METHODS OF SETTLEMENT (CONTINUED)
<TABLE>
<CAPTION>

         LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000 APPLIED - UNISEX
- ---------------------------------------------------------------------------------------------------------------------
 SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN           SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
 ANNUITANT NEAREST                                            ANNUITANT NEAREST
     BIRTHDAY         60        120      180      240             BIRTHDAY          60       120      180     240
- ---------------------------------------------------------------------------------------------------------------------
 AGE   LIFE ANNUITY                                          AGE   LIFE ANNUITY
<S>    <C>           <C>       <C>      <C>      <C>         <C>   <C>            <C>       <C>      <C>      <C>
  10       2.84       2.84      2.84     2.84     2.83         35       3.35       3.35      3.35     3.34     3.33
  11       2.85       2.85      2.85     2.85     2.85         36       3.39       3.39      3.38     3.38     3.36
  12       2.86       2.86      2.86     2.86     2.86         37       3.42       3.42      3.42     3.41     3.40
  13       2.88       2.88      2.88     2.87     2.87         38       3.46       3.46      3.46     3.45     3.43
  14       2.89       2.89      2.89     2.89     2.89         39       3.50       3.50      3.49     3.48     3.47

  15       2.91       2.90      2.90     2.90     2.90         40       3.54       3.54      3.54     3.52     3.50
  16       2.92       2.92      2.92     2.92     2.91         41       3.59       3.59      3.58     3.56     3.54
  17       2.94       2.94      2.93     2.93     2.93         42       3.63       3.63      3.62     3.61     3.58
  18       2.95       2.95      2.95     2.95     2.95         43       3.68       3.68      3.67     3.65     3.62
  19       2.97       2.97      2.97     2.96     2.96         44       3.73       3.73      3.72     3.70     3.67

  20       2.99       2.99      2.98     2.98     2.98         45       3.78       3.78      3.77     3.74     3.71
  21       3.00       3.00      3.00     3.00     3.00         46       3.84       3.84      3.82     3.79     3.76
  22       3.02       3.02      3.02     3.02     3.01         47       3.90       3.89      3.88     3.85     3.80
  23       3.04       3.04      3.04     3.04     3.03         48       3.96       3.95      3.93     3.90     3.85
  24       3.06       3.06      3.06     3.06     3.05         49       4.02       4.02      3.99     3.96     3.91

  25       3.08       3.08      3.08     3.08     3.07         50       4.09       4.08      4.06     4.02     3.96
  26       3.11       3.11      3.10     3.10     3.10         51       4.16       4.15      4.13     4.08     4.01
  27       3.13       3.13      3.13     3.12     3.12         52       4.23       4.22      4.20     4.15     4.07
  28       3.15       3.15      3.15     3.15     3.14         53       4.31       4.30      4.27     4.21     4.13
  29       3.18       3.18      3.17     3.17     3.16         54       4.39       4.38      4.35     4.28     4.19

  30       3.20       3.20      3.20     3.20     3.19         55       4.48       4.47      4.43     4.36     4.25
  31       3.23       3.23      3.23     3.22     3.22         56       4.57       4.56      4.51     4.43     4.32
  32       3.26       3.26      3.26     3.25     3.24         57       4.67       4.65      4.60     4.51     4.38
  33       3.29       3.29      3.29     3.28     3.27         58       4.78       4.76      4.70     4.60     4.45
  34       3.32       3.32      3.32     3.31     3.30         59       4.89       4.87      4.80     4.68     4.51

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

<CAPTION>
- -----------------------------------------------------------------
      SETTLEMENT AGE OF    NUMBER OF INSTALMENTS CERTAIN
      ANNUITANT NEAREST
          BIRTHDAY         60         120      180     240
- -----------------------------------------------------------------
      AGE   LIFE ANNUITY
<S>         <C>            <C>       <C>      <C>     <C>
       60        5.00       4.98      4.91     4.77    4.58
       61        5.13       5.10      5.02     4.87    4.65
       62        5.27       5.23      5.13     4.96    4.72
       63        5.41       5.37      5.26     5.06    4.79
       64        5.56       5.52      5.39     5.16    4.85

       65        5.73       5.68      5.52     5.27    4.92
       66        5.90       5.84      5.67     5.37    4.98
       67        6.09       6.02      5.82     5.48    5.04
       68        6.29       6.21      5.97     5.58    5.10
       69        6.51       6.41      6.13     5.69    5.15

       70        6.74       6.63      6.30     5.79    5.20
       71        6.99       6.86      6.47     5.90    5.25
       72        7.25       7.10      6.65     6.00    5.29
       73        7.54       7.36      6.83     6.09    5.33
       74        7.85       7.63      7.02     6.19    5.36

       75        8.19       7.92      7.21     6.27    5.39
       76        8.55       8.23      7.39     6.36    5.42
       77        8.93       8.56      7.58     6.43    5.44
       78        9.35       8.90      7.77     6.50    5.45
       79        9.80       9.26      7.95     6.56    5.47

       80       10.29       9.63      8.12     6.61    5.48
       81       10.81      10.02      8.29     6.66    5.49
       82       11.37      10.42      8.45     6.70    5.49
       83       11.98      10.83      8.60     6.74    5.50
       84       12.62      11.25      8.74     6.76    5.50

       85       13.31      11.67      8.86     6.79    5.51


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

</TABLE>


<TABLE>
<CAPTION>

                                  ANNUITY CERTAIN TABLE FOR EACH $1,000 APPLIED
- ---------------------------------------------------------------------------------------------------------------------------------
    NUMBERS OF YEARS       AMOUNT OF EACH INSTALMENT             NUMBER OF YEARS        AMOUNT OF EACH INSTALMENT
      DURING WHICH                                                 DURING WHICH
   INSTALMENTS WILL BE                                          INSTALMENTS WILL BE
          PAID                ANNUAL         MONTHLY                   PAID                  ANNUAL       MONTHLY
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>                <C>                     <C>               <C>
          5                    211.99         17.91                   11                     104.93          8.86
          6                    179.22         15.14                   12                      97.54          8.24
          7                    155.83         13.16                   13                      91.29          7.71
          8                    138.31         11.68                   14                      85.95          7.26
          9                    124.69         10.53                   15                      81.33          6.87
         10                    113.82          9.61                   16                      77.29          6.53

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

<CAPTION>
- -----------------------------------------------------
     NUMBER OF YEARS       AMOUNT OF EACH INSTALMENT
       DURING WHICH
    INSTALMENTS WILL BE
          PAID              ANNUAL           MONTHLY
- -----------------------------------------------------
<S>                        <C>               <C>
         17                 $ 73.74           $ 6.23
         18                   70.59             5.96
         19                   67.78             5.73
         20                   65.26             5.51
         25                   55.76             4.71
         30                   49.53             4.18

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

</TABLE>

AR424-U                                                                 (Page 4)


<PAGE>
<TABLE>
<CAPTION>

CONTRACT OWNER VARIABLE ANNUITY APPLICATION                                     CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                                                                                A CIGNA Company

<S>                                                                   <C>

                                                                                                                       No. 000001
=================================================================================================================================
1a.  Name of  Contract Owner                                          b.  Contract Owner Tax Iden. #

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

- ---------------------------------------------------------------------------------------------------------------------------------
 c.  Address (No., Street, City, State & Zip Code) of Contract Owner




- ---------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL INSTRUCTIONS                                               HOME OFFICE CHANGES OR CORRECTIONS




- ---------------------------------------------------------------------------------------------------------------------------------
The Contract Owner hereby applies to Connecticut General Life Insurance company for a Flexible Payment Deferred Group Variable
Annuity Contract. Under penalties of perjury, I (as an officer of the Contract Owner) hereby certify that the above Taxpayer
Identification number is correct.

- ----------------------------------------------------------------------------------------------------------------------------------
Dated at (City & State)

                                                                                On  ___ / ___ / ___
                                                                                    Mo.   Day   Year
- ---------------------------------------------------------------------------------------------------------------------------------
Registered Representative/Witness                                    Signature and Title of Officer of Contract Owner

a.   Print Name: _________________________________                   a.   Print Name: __________________________________

b.   Signature: __________________________________                   b.   Signature: ___________________________________

c.   SS#: ________________________________________                   c.   Title: _______________________________________

d.   Telephone: __________________________________

e.   Rep Code: ___________________________________

f.   Field Office Code: __________________________

=================================================================================================================================
</TABLE>

B10279


<PAGE>

CERTIFICATE OWNER
VARIABLE ANNUITY APPLICATION   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                                a CIGNA company

                               MAILING ADDRESS:
                               CIGNA INDIVIDUAL INSURANCE
                               VARIABLE PRODUCTS SERVICE CENTER, ROUTING S224
                               HARTFORD, CONNECTICUT 06152-2224

<TABLE>
<S>                     <C>
==================================================================================================================================
1
CERTIFICATE             Name _____________________________________________________________________________________________________
OWNER                                     First                          Middle                                   Last

                        Address __________________________________________________________________________________________________
                                  Number                Street                City            State             Zip Code

                        Date of Birth ____/____/____    SS#_____________________  Sex / / M  Telephone (_____)______________(HOME)
                                       Mo. Day  Yr.           (or Tax Iden. #)        / / F            (_____)______________(WORK)

                        Full Name of Trust ___________________________  _______________ Name(s) of Trustee(s)_____________________
                                               (If applicable)          (Date of Trust)                        (If applicable)

- ----------------------------------------------------------------------------------------------------------------------------------
2
ANNUITANT               Name _____________________________________________________________________________________________________
(If different                              First                          Middle                                  Last
from
Certificate             Address __________________________________________________________________________________________________
Owner)                             Number                  Street               City          State             Zip Code

(Annuitant              Date of Birth ____/___ /____    SS#____________________  Sex  / / M  Telephone (_____)______________(HOME)
may not                                Mo. Day  Yr.           (or Tax Iden. #)        / / F            (_____)______________(WORK)
be a
corporation
or trust)
- -----------------------------------------------------------------------------------------------------------------------------------
3
CERTIFICATE             Primary Beneficiary(s) and relationship to            Contingent Beneficiary(s) and relationship to
OWNER'S                 Certificate Owner                                     Certificate Owner
BENEFICIARY
DESIGNATION             _______________________________________________       ____________________________________________________

                        _______________________________________________       ____________________________________________________

                        _______________________________________________       ____________________________________________________

                        _______________________________________________       ____________________________________________________

- ----------------------------------------------------------------------------------------------------------------------------------
4                         I. Premium Payment        $ ____________________ (MAKE CHECK PAYABLE TO "CGLIC")
PREMIUM
PAYMENT(S)               II. Plan Type (CHECK ONE)  / / QUALIFIED (IF QUALIFIED, PLEASE COMPLETE ADDENDUM TO APPLICATION -
                                                                  FORM B10281)
                                                   / / NON-QUALIFIED

                        III. Does any portion of the payment represent after-tax dollars?
                             / / YES         / / NO          IF YES, SPECIFY THE AMOUNT $______________________________
- -----------------------------------------------------------------------------------------------------------------------------------
5
PREMIUM                                                FIXED ACCOUNT GUARANTEED PERIODS - (SUB-ACCOUNTS)
PAYMENT                                                -------------------------------------------------
ALLOCATION              _____% 1 Year    _____% 3 Years   _____% 5 Years    _____% 7 Years  _____% 10 Years
(Allocation
to any one %            _____% _____ Years  (IF AVAILABLE FROM THE COMPANY)
line must be
10% or more.)                                            VARIABLE ACCOUNT - SUB-ACCOUNTS (FUNDS)
                                                         ---------------------------------------
(Use Whole              FIDELITY INVESTMENTS                                                NEUBERGER & BERMAN
percentages             ___% Asset Manager Portfolio                                        ___% AMT Balanced Portfolio
only.  Must             ___% Equity-Income Portfolio                                        ___% AMT Limited Maturity Bond
total 100%.)            ___% Investment Grade Bonds Portfolio                                    Portfolio
                        ___% Money Market Portfolio                                         ___% AMT Partners Portfolio
If DOLLAR
COST                    FRED ALGER MANAGEMENT, INC.
AVERAGING is            ___% Alger American Growth Portfolio                                QUEST FOR VALUE
employed, an            ___% Alger American Leveraged AllCap                                ___% Quest Global Equity
allocation                   Portfolio                                                           Portfolio
must be made            ___% Alger American MidCap Growth Portfolio                         ___% Quest Managed Portfolio
to the                  ___% Alger American Small Capitalization                            ___% Quest Small Cap Portfolio
Fidelity                     Portfolio
Investments
VIP Money               MASSACHUSETTS FINANCIAL SERVICES                                    OTHER (IF AVAILABLE FROM THE COMPANY)
Market                  ___% MFS Total Return Series                                        ___%  ______________________________
Portfolio and           ___% MFS Utilities Series                                           ___%  ______________________________
the %                   ___% MFS World Governments Series
allocation
must result
in a least
$12,000 to
such account.
Please
complete
Section 9.
                             _____% TOTAL of percentages allocated to Fixed
                             Account and/or Variable Account (MUST EQUAL 100%).

- -----------------------------------------------------------------------------------------------------------------------------------
6                       I(We) acknowledge that neither the Company nor any person authorized by the
TELEPHONE               Company will be responsible for any claim, loss, liability or expense in
TRANSFER                connection with a telephone transfer if the Company or such other person acted
AUTHOR-                 on telephone transfer instructions in good faith in reliance on this
IZATION                 authorization.

                        Check here if you DO NOT wish to authorize telephone transfer instructions. / /
                        Check here if you wish to authorize your registered representative/agent to
                        make telephone transfers.  / /
===================================================================================================================================
</TABLE>
                                                                      (Page 2)

<PAGE>

<TABLE>
<S>                     <C>
===================================================================================================================================
7                       The Annuity Date (INCOME PAYMENTS BEGIN ON THE FIRST DAY OF THE MONTH FOLLOWING THE
ANNUITY DATE            ANNUITY DATE) must be at least one year after the Date of Issue. If no date is selected, the initial
                        Annuity Date will be the Annuitant's 90th birthday (FOR QUALIFIED PLANS, AGE 70 1/2).
                        Initial Annuity Date ________________________
                                             MONTH            YEAR
- -----------------------------------------------------------------------------------------------------------------------------------
8                      The certificate provides for a death benefit equal to the Annuity Account
DEATH BENEFIT          Value.  The death benefit options provide for greater amounts to be paid but
                       require additional charges under the certificate.  (Please refer to the
                       prospectus.)

                       Death Benefit Options (Check one or more):
                                   / / Death Benefit Option A
                                   / / Death Benefit Option B (NOT AVAILABLE IF OWNER IS AGE 72 OR GREATER.)
                                   / / Death Benefit Option C
                                   / / Death Benefit Option D
- ----------------------------------------------------------------------------------------------------------------------------------
9                      SELECT ONE TRANSFER OPTION ($1,000 MINIMUM PER TRANSFER):
DOLLAR COST
AVERAGING               / / $_____________ monthly                     / / $_____________ quarterly

(For Variable           Each amount transferred is to be applied to the following Fund(s) in these
Account only)           percentages (USE WHOLE PERCENTAGES ONLY. TOTAL MUST EQUAL 100%.):

(FOLLOW                FIDELITY INVESTMENTS                                      NEUBERGER & BERMAN
INSTRUCTIONS           ___% Asset Manager Portfolio                              ___% AMT Balanced Portfolio
IN SECTION 5           ___% Equity-Income Portfolio                              ___% AMT Limited Maturity Bond Portfolio
BEFORE                 ___% Investment Grade Bonds Portfolio                     ___% AMT Partners Portfolio
COMPLETING             ___% Money Market Portfolio
THIS SECTION.)
                       FRED ALGER MANAGEMENT, INC.                              QUEST FOR VALUE
                       ___% Alger American Growth Portfolio                     ___% Quest Global Equity Portfolio
                       ___% Alger American Leveraged AllCap Portfolio           ___% Quest Managed Portfolio
                       ___% Alger American MidCap Growth Portfolio              ___% Quest Small Cap Portfolio
                       ___% Alger American Small Capitalization Portfolio

                       MASSACHUSETTS FINANCIAL SERVICES                         OTHER (IF AVAILABLE FROM THE COMPANY)
                       ___% MFS Total Return Series                             ___% _______________________________
                       ___% MFS Utilities Series                                ___% _______________________________
                       ___% MFS World Government Series
- ----------------------------------------------------------------------------------------------------------------------------------
10                     Will the certificate replace one or more existing annuity or life insurance contracts?
REPLACEMENT                   / / YES       / / NO
                       IF YES, PLEASE PROVIDE COMPANY NAME, POLICY NUMBER AND
                       AMOUNT IN SPECIAL REMARKS SECTION AND FOR NON-QUALIFIED
                       PLANS, COMPLETE THE FOLLOWING:

                                     INDICATE COST BASIS:                 COST BASIS                           GAIN
                                                                          ----------                           ----
                                     PRE-TEFRA (PRIOR TO 8/13/82)     ____________________________    _________________________

                                     POST-TEFRA (ON OR AFTER 8/13/82) ____________________________    _________________________
- ----------------------------------------------------------------------------------------------------------------------------------
11
SPECIAL
REMARKS

- ----------------------------------------------------------------------------------------------------------------------------------
12
HOME OFFICE
CHANGES OR
CORRECTIONS

- ----------------------------------------------------------------------------------------------------------------------------------
13                     I(We) hereby certify that the answers to the above questions are true and
SIGNATURE(S)           correct to the best of my(our) knowledge and belief and agree that this
                       application will be made a part of any certificate issued
                       by the Company. ALL PAYMENTS AND VALUES BASED ON THE
                       FIXED ACCOUNT ARE SUBJECT TO A MARKET VALUE ADJUSTMENT
                       FORMULA THAT MAY INCREASE OR DECREASE THE VALUE OF ANY
                       PARTIAL OR FULL SURRENDER MADE PRIOR TO THE END OF A
                       GUARANTEED PERIOD. ALL PAYMENTS AND VALUES PROVIDED BY
                       THE CERTIFICATE WHEN BASED ON THE INVESTMENT EXPERIENCE
                       OF THE VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT
                       GUARANTEED AS TO DOLLAR AMOUNT. I(We) acknowledge receipt
                       of a current prospectus. Please check here / / if you
                       wish to receive a copy of the Statement of Additional
                       Information which supplements the information in the
                       prospectus. Under penalties of perjury, I (the
                       Certificate Owner) certify that the above Social Security
                       and Taxpayer Identification numbers are correct and that
                       I am of legal age to enter into this agreement.

                       Signed at (City and State) ___________________________________________ On ____/____/____
                                                                                                  MO  DAY  YEAR
                       _______________________________________________________________________
                                          SIGNATURE(S) OF CERTIFICATE OWNER(S)
- -----------------------------------------------------------------------------------------------------------------------------------
14                    The Registered Representative hereby certifies that the certificate / / IS / / IS NOT intended
CERTIFICATION/        to replace or change any existing annuity or life insurance.
REPORT BY
REGISTERED            Print Name ____________________________________________ Signature _______________________________________
REPRESENTA-           SS#        ____________________________________________ Telephone _______________________________________
TIVE/                 Rep. Code/Percentage ________________ / ______________% Field Office Code _______________________________
WITNESS
                      Print Name ____________________________________________ Signature _______________________________________
                      SS#        ____________________________________________ Telephone _______________________________________
                      Rep. Code/Percentage ________________ / ______________% Field Office Code _______________________________
- ----------------------------------------------------------------------------------------------------------------------------------
15
BROKER/               Print Name ____________________________________________  Telephone   ____________________________________
DEALER                Address    ____________________________________________  Broker Code ____________________________________
INFORMATION                      ____________________________________________  Field Office Code ______________________________
==================================================================================================================================
</TABLE>

B10282                                                                (Page 3)
<PAGE>

                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                                      HARTFORD, CONNECTICUT


                    ADDENDUM TO VARIABLE ANNUITY APPLICATION


<TABLE>
<CAPTION>

<C>                           <S>
=================================================================================================================================
SUPPLEMENTAL                  I.   Specify below how payment is to be applied:
INFORMATION FOR
QUALIFIED PLANS                    / / IRA and/or SEP - Please complete the following:

                                       (i)  Does any portion of the payment represent an IRA and/or
                                            SEP contribution?  / / YES   / / NO
                                            IF YES, SPECIFY THE AMOUNT $_______________ AND TAX YEAR 19____.
                                       (ii) I (the Certificate Owner) certify that my signature below
                                            indicates that:
                                            (A) I HAVE READ AND UNDERSTAND THE IRA DISCLOSURE STATEMENT WHICH HAS
                                            BEEN PROVIDED; AND
                                            (B) IF I AM OPENING THIS IRA WITH A DISTRIBUTION FROM AN EMPLOYER-SPONSORED
                                            RETIREMENT PLAN, SUCH DISTRIBUTION IS A QUALIFIED DISTRIBUTION AS DEFINED
                                            IN THE INTERNAL REVENUE CODE AND TREASURY REGULATIONS, THE DISTRIBUTION
                                            QUALIFIES FOR ROLLOVER TREATMENT, AND I IRREVOCABLY ELECT TO TREAT THIS
                                            DISTRIBUTION AS A ROLLOVER CONTRIBUTION.

                                   / / Tax Sheltered Annuity (403(b)) - Please complete the following:

                                       (i)  EMPLOYEE - I (the Certificate Owner) certify that my
                                            signature below indicates that:
                                            (A) I ACKNOWLEDGE AND UNDERSTAND THAT REDEMPTIONS ARE RESTRICTED TO THE
                                            FOLLOWING EVENTS; DEATH, ATTAINMENT OF AGE 59 1/2, SEPARATION FROM
                                            SERVICE, DISABILITY, OR FINANCIAL HARDSHIP, EXCEPT THAT INCOME
                                            ATTRIBUTABLE TO ELECTIVE CONTRIBUTIONS MAY NOT BE DISTRIBUTED IN THE CASE OF
                                            HARDSHIP; AND (B) I HAVE BEEN INFORMED OF AND UNDERSTAND THE INVESTMENT
                                            ALTERNATIVES AVAILABLE UNDER MY EMPLOYERS 403(B) ARRANGEMENT TO WHICH I
                                            MAY ELECT TO TRANSFER THE VALUE OF MY CERTIFICATE.
                                       (ii) Please complete for ongoing contributions only:  EMPLOYER - I
                                            (as employer of the employee) represent that a salary reduction agreement
                                            is currently in place between the sponsoring organization/employer and the
                                            employee.____________________________ (EMPLOYER'S SIGNATURE)

                                   / / Pension Plan (Specify plan year-end date ____/____/____)
                                   / / Profit Sharing Plan (Specify plan year-end date ____/____/____)
                                   / / Other ________________________

                               II.     Specify below the type of plan from which the distribution was made:

                                   / / IRA
                                   / / Tax Sheltered Annuity (403(b))
                                   / / Pension Plan
                                   / / Profit Sharing Plan (including 401(k))
                                   / / Other   ________________________
=================================================================================================================================


SIGNED AT (CITY AND STATE) _________________________________________________                  ON   _____/_____/_____
                                                                                                    MO    DAY  YEAR

- --------------------------------------------------------------------------------------------------------------------------------
                                                SIGNATURE(S) OF CERTIFICATE OWNER(S)

</TABLE>

B10281


<PAGE>

                                                               Exhibit 6A

CERTIFICATE
REFUNDING OR RESTATING CERTIFICATE
INCORPORATION   BY ACTION OF / / INCORPORATION
                             / / BOARD OF DIRECTORS
                             /X/ BOARD OF DIRECTORS
                                 AND SHAREHOLDERS
                                 (Stock Corporation)
                             / / BOARD OF DIRECTORS
                                 AND MEMBERS
                                 (Nonstock Corporation)


                                                -----------------------
                                                   For office use only
                                                -----------------------
            STATE OF CONNECTICUT                 ACCOUNT NO.
           SECRETARY OF THE STATE               -----------------------
                                                 INITIALS
                                                -----------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NAME OF CORPORATION                                    DATE
CONNECTICUT GENERAL LIFE INSURANCE COMPANY             July 20, 1982
- -------------------------------------------------------------------------------

THE CERTIFICATE OF INCORPORATION IS
/X/ A. AMENDED ONLY
/ / B. AMENDED AND RESTATED
/ / C. RESTATED ONLY
BY THE FOLLOWING RESOLUTION


     SEE ATTACHED


(Omit if 2.A is checked.)

(A)  THE ABOVE RESOLUTION MERELY RESTATES AND DOES NOT CHANGE THE PROVISIONS OF
     THE ORIGINAL CERTIFICATE OF INCORPORATION AS SUPPLEMENTED AND AMENDED TO
     DATE, EXCEPT AS FOLLOWS: (Indicate amendments made, if any; if none, so
     indicate.)

     Not Applicable

(B)  OTHER THAN AS INDICATED IN PAR. 3(A), THERE IS NO DISCREPANCY BETWEEN THE
     PROVISIONS OF THE ORIGINAL CERTIFICATE OF INCORPORATION AS SUPPLEMENTED TO
     DATE, AND THE PROVISIONS OF THIS CERTIFICATE RESTATING THE CERTIFICATE OF
     INCORPORATION.


BY ACTION OF THE INCORPORATORS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
/ /  4. THE ABOVE RESOLUTION WAS ADOPTED BY VOTE OF AT LEAST TWO-THIRDS OF THE
        INCORPORATORS BEFORE THE ORGANIZATION MEETING OF THE CORPORATION, AND
        APPROVED IN WRITING BY ALL SUBSCRIBERS (if any) FOR SHARES OF THE
        CORPORATION, (or if nonstock corporation, by all applicants for
        membership entitled to vote, if any.)

WE (at least two-thirds of the incorporators) HEREBY DECLARE, UNDER THE
PENALTIES OF FALSE STATEMENT THAT THE STATEMENTS MADE IN THE FOREGOING
CERTIFICATE ARE TRUE.

- --------------------------------------------------------------------------------
SIGNED                       SIGNED                      SIGNED
- --------------------------------------------------------------------------------
                                    APPROVED
  (All subscribers, or, if nonstock corporation, all applicants for membership
                     entitled to vote; if none, so indicate)
- --------------------------------------------------------------------------------
SIGNED                       SIGNED                      SIGNED
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                                                          (Over)

<PAGE>

                                   (Continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                         BY ACTION OF BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
/ /  4.   (Omit if 2.C is checked.) THE ABOVE RESOLUTION WAS ADOPTED BY THE
          BOARD OF DIRECTORS ACTING ALONE,

/ /  THERE BEING NO SHAREHOLDERS OR SUBSCRIBERS.

/ /  THE CORPORATION BEING A NONSTOCK CORPORATION AND HAVING NO MEMBERS AND NO
     APPLICANTS FOR MEMBERSHIP ENTITLED TO VOTE ON SUCH RESOLUTION.

/ /  THE BOARD OF DIRECTORS BEING SO AUTHORIZED PURSUANT TO SECTION 33-341,
     CONN. G.S. AS AMENDED
- --------------------------------------------------------------------------------
5.   THE NUMBER OF AFFIRMATIVE VOTES REQUIRED TO ADOPT SUCH RESOLUTION IS:
- --------------------------------------------------------------------------------
6.   THE NUMBER OF DIRECTORS' VOTES IN FAVOR OF THE RESOLUTION WAS:
- --------------------------------------------------------------------------------
WE HEREBY DECLARE, UNDER THE PENALTIES OF FALSE STATEMENT THAT THE STATEMENTS
MADE IN THE FOREGOING CERTIFICATE ARE TRUE.
- --------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)

- --------------------------------------------------------------------------------
SIGNED (President or Vice President)

- --------------------------------------------------------------------------------
NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- --------------------------------------------------------------------------------
SIGNED (Secretary or Assistant Secretary)

- --------------------------------------------------------------------------------
                BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
- --------------------------------------------------------------------------------
/X/  4.   THE ABOVE RESOLUTION WAS ADOPTED BY THE BOARD OF DIRECTORS AND BY
          SHAREHOLDERS.

5. VOTE OF SHAREHOLDERS:

(A) (Use if no shares are required to be voted as a class.)
- -----------------------------------
NUMBER OF SHARES ENTITLED TO VOTE
5,978,322
- -----------------------------------
TOTAL VOTING POWER
5,978,322
- -----------------------------------
VOTE REQUIRED FOR ADOPTION
3,985,548
- -----------------------------------
VOTE FAVORING ADOPTION
5,978,322
- --------------------------------------------------------------------------------
(B)  (If the shares of any class are entitled to vote as a class, indicate the
     designation and number of outstanding shares of each such class, the voting
     power thereof, and the vote of each such class for the amendment
     resolution.)

WE HEREBY DECLARE, UNDER THE PENALTIES OF FALSE STATEMENT THAT THE STATEMENTS
MADE IN THE FOREGOING CERTIFICATE ARE TRUE.
- --------------------------------------------------------------------------------
NAME OF PRESIDENT (Print or Type)
Hartzel Z. Lebed
- --------------------------------------------------------------------------------
SIGNED (President)
/s/ Hartzel Z. Lebed
- --------------------------------------------------------------------------------
NAME OF SECRETARY (Print or Type)
David C. Kopp
- --------------------------------------------------------------------------------
SIGNED (Secretary)
/s/ David C. Kopp
- --------------------------------------------------------------------------------
                   BY ACTION OF BOARD OF DIRECTORS AND MEMBERS
- --------------------------------------------------------------------------------
/ / 4. THE ABOVE RESOLUTION WAS ADOPTED BY THE BOARD OF DIRECTORS AND BY
       MEMBERS.

5. VOTE OF MEMBERS:

(A) (Use if no members are required to vote as a class.)
- --------------------------------------------------------------------------------
NUMBER OF MEMBERS VOTING

- -----------------------------------
TOTAL VOTING POWER

- -----------------------------------
VOTE REQUIRED FOR ADOPTION

- -----------------------------------
VOTE FAVORING ADOPTION

- --------------------------------------------------------------------------------
(B)  (If the members of any class are entitled to vote as a class, indicate the
     designation and number of members of each such class, the voting power
     thereof, and the vote of each such class for the amendment resolution.)


WE HEREBY DECLARE, UNDER THE PENALTIES OF FALSE STATEMENT THAT THE STATEMENTS
MADE IN THE FOREGOING CERTIFICATE ARE TRUE
- --------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)

- --------------------------------------------------------------------------------
SIGNED (President or Vice President)

- --------------------------------------------------------------------------------
NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- --------------------------------------------------------------------------------
SIGNED (Secretary or Assistant Secretary)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                               For Office use only
- --------------------------------------------------------------------------------
FILED
STATE OF CONNECTICUT
JUL 21 1982



SECRETARY OF THE STATE
By                 Time 10:10 A.M.
  ----------------     ------
- --------------------------------------------------------------------------------
FILING FEE
$30.00
- ---------------------------------------------
CERTIFICATION FEE
$60 cc's @9.50 = 570.00
- ---------------------------------------------
TOTAL FEES
$600.00
- ---------------------------------------------
SIGNED (For Secretary of the State)

- ---------------------------------------------
CERTIFIED COPY SENT ON (Date)
Rec + 60 cc's
- ---------------------------------------------
INITIALS

- ---------------------------------------------
TO
David C. Kopp
c/o Connecticut General Htfd Ct. 0615
- ---------------------------------------------
DATE

- ---------------------------------------------
LIST

- ---------------------------------------------
PROOF

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

<PAGE>


                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY


                            ATTACHMENT TO CERTIFICATE
                 AMENDING CERTIFICATE OF INCORPORATION (CHARTER)

RESOLVED: That Section 5 of the Corporation's Charter is hereby amended to read
as follows:

          "The corporate office shall be at Bloomfield, Connecticut or at some
          other place within or without the State of Connecticut and the
          corporation may establish and maintain other offices and agencies in
          other locations within or without the State.  The property and affairs
          of the corporation shall be managed under the direction of a board of
          not less than nine directors, the number and the terms of office to be
          determined from time to time by the board of directors in accordance
          with the bylaws, provided no director shall be elected for a longer
          term than five years.  The directors shall be chosen by ballot by the
          stockholders except that, if any vacancy occurs in the board of
          directors, such vacancy may be filled by the remaining directors for
          the unexpired portion of the term, and if the number of directors is
          increased by vote of the board of directors between meetings of
          stockholders, the additional directors may be chosen by the board of
          directors for terms expiring with the next annual meeting thereafter.
          Unless the bylaws provide for a lesser or greater quorum as may be
          permitted by law, a majority of the authorized number of directors, as
          fixed by the board of directors from time to time, shall constitute a
          quorum."

RESOLVED: That Section 6 of the Corporation's Charter is hereby amended to read
as follows:

          "The directors of the corporation shall elect a president, one or more
          vice presidents, one or more secretaries, including a corporate
          secretary, and such other officers as they may deem desirable.  If
          authorized by the board of directors, the chairman of the board, the
          president and other designated officers shall each have the power to
          appoint such officers, other than the chairman of the board, the
          president and the corporate secretary, as the appointing officer may
          deem desirable.  The president shall be elected to hold office until
          the next annual meeting, but he may continue to serve until his
          successor has been chosen; and the other officers may be elected or
          appointed for like or different terms and they may be removed at any
          time at the pleasure of the directors or, in the case of appointed
          officers only, of the appointing officer."

<PAGE>


                                     CHARTER

                                       OF

                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY


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



          Consisting of Connecticut Special Act No. 173 of 1947 and the
          amendments made by Special Act No. 536 of 1953, Special Act No. 76 of
          1959, Special Act No. 358 of 1963 and Special Act No. 351 of 1967.

          This document also contains the Resolution of the General Assembly of
          Connecticut, approved June 22, 1865, under which Connecticut General
          Life Insurance Company was organized June 26, 1865, together with all
          amendments to date.




          October 27, 1967
<PAGE>



                                     CHARTER

                                       OF

                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY

     SECTION 1. Connecticut General Life Insurance Company shall continue under
that name, a body corporate, with power to purchase or otherwise acquire, have,
hold and enjoy lands, tenements, hereditaments, chattels, bonds, stocks, monies,
choses in action and property and effects of every kind, and the same to sell,
grant, demise, alien and convey and to loan, invest and reinvest any of such
assets in any manner now or hereafter permitted in the case of any other
corporation now or hereafter chartered by Connecticut and empowered to do a life
insurance business; to sue and be sued and to plead and be impleaded in all
courts of law and equity; to have and to hold and to change at pleasure a common
seal, and to ordain and to put into execution and to change at pleasure by-laws
consistent with the laws of this state and of the United States.

     SEC. 2. The business of the corporation shall be life insurance,
endowments, annuities, accident insurance, health insurance and any other
business or type of business which any other corporation now or hereafter
chartered by Connecticut and empowered to do a life insurance business may now
or hereafter lawfully do; and the corporation is specifically empowered to
accept and to cede reinsurance of any such risks or hazards.  The corporation
may exercise such powers outside of Connecticut to the extent permitted by the
laws of the particular jurisdiction.  Policies or other contracts may be issued
stipulated to be with or without participation in profits; and they may be with
or without seal.

     SEC. 3. The capital stock of the corporation shall be not less than three
million dollars and may from time to time be increased when and as authorized by
the stockholders and, unless the stockholders otherwise authorize, shall be
divided into shares of the par value of five dollars each. The capital stock of
the corporation shall be transferable in accordance with the bylaws; and a
transfer agent may be employed.

     SEC. 4. The annual meeting of the stockholders of the corporation shall be
held at such time during the first half of each year and upon such notice as may
be determined from time to time either by or in accordance with the by-laws.  If
the corporation shall fail to hold its annual meeting at the time specified for
the meeting in any year or shall fail to elect directors thereat, the
corporation shall not be dissolved nor shall its rights be impaired thereby, but
a special meeting of the stockholders shall be called; and at such meeting
directors to fill the places of the directors whose terms shall have expired may
be elected and any other proper business may be transacted.  At all meetings of
the stockholders each stockholder shall be entitled to vote in person or by an
attorney duly authorized by a written proxy, each share of stock represented at
the meeting shall be entitled to one vote and the stockholders represented at
the meeting shall constitute a quorum.

     SEC. 5. The corporate office shall be at Hartford or at some other town in
Connecticut and the corporation may establish and maintain other offices and
agencies in other towns of Connecticut and elsewhere.  The property and affairs
of the corporation shall be managed by a board of not less than nine directors,
the number and the terms of office to be determined from time to time by the
board of directors in accordance with the bylaws, provided no director shall be
elected for a longer term than five years.  The directors shall be chosen by
ballot by the stockholders except that if any vacancy occurs in the board of
directors such vacancy may be filled by the remaining directors for the
unexpired portion of the term, and if the number of directors is increased by
vote of the board of directors between meetings of stockholders, the additional
directors, not to exceed three, may be chosen by the board of directors for
terms expiring with the next annual meeting thereafter.  Unless the bylaws
provide otherwise, five directors shall constitute a quorum.  Directors serving
on the date of the acceptance of this act shall continue to serve for the terms
for which they were elected.


                                        2
<PAGE>


     SEC. 6. The directors of the corporation shall choose from among their
number a president and shall elect one or more vice presidents, one or more
secretaries and such other officers as they may deem desirable.  The president
shall be elected to hold office until the next annual meeting, but he may
continue to serve until his successor shall have been chosen; and the other
officers may be elected for like or for different terms and they may be removed
at any time at the pleasure of the directors.

     SEC. 7. Connecticut General Life Insurance Company is authorized to adopt a
plan of exchange under the terms of which the shares of its issued and
outstanding capital stock shall be exchanged for shares of Connecticut General
Insurance Corporation on a basis which shall be specified in the plan of
exchange.  No such exchange shall be effected unless the plan of exchange is
first adopted by the board of directors of Connecticut General Life Insurance
Company and approved by the affirmative vote of the holders of at least two-
thirds of the voting power of the outstanding shares of its capital stock, nor
unless there has been filed in the office of the secretary of the state a
certificate setting forth the plan of exchange and the stockholder vote thereon,
and a copy of a certificate of the insurance commissioner stating that he has
approved and authorized the plan of exchange as provided in section 38-35 of the
general statutes.  Any shareholder of Connecticut General Life Insurance Company
who objects to the plan of exchange shall have the right to be paid the value of
all shares of Connecticut General Life Insurance Company owned by him (but
excluding such value as is attributable to his interest as a beneficiary under
the CG Stockholders Trust and for which he is entitled to be compensated by
AEtna Insurance Company) in accordance with the provisions of section 33-374 of
the general statutes.  For purposes of section 33-374, such shareholder shall be
deemed to be designated in subsection (c) of section 33-373 of the general
statutes; and Connecticut General Life Insurance Company shall have all the
rights and obligations of a "corporation" under section 33-374, provided the
term "corporation," as used in said section, shall refer only to Connecticut
General Life Insurance Company and the third sentence of section 33-374(h) shall
have no application.  Except as may be otherwise provided in the plan of
exchange, and except as to shares for which payment must be made pursuant to the
two previous sentences, on the date on which the exchange becomes effective, all
certificates representing shares of the issued and outstanding stock of
Connecticut General Life Insurance Company shall automatically and without any
physical transfer or deposit be deemed for all purposes to be certificates
representing shares of the issued and outstanding stock of Connecticut General
Insurance Corporation.

     SEC. 8. The charter of the Connecticut General Life Insurance Company,
incorporated by a resolution approved June 22, 1865, as amended, is hereby
further amended to read as above; and this act shall be valid as an amendment to
the charter of the corporation and shall constitute the charter of the
corporation if, within two years after its passage, it shall be accepted at a
meeting of the corporation duly warned and held for that purpose and an attested
copy of such acceptance filed in the office of the secretary of the state.



Special Act No. 173 of 1947 approved May 28, 1947; Certificate of Acceptance
filed February 3, 1948.
Special Act No. 536 of 1953 approved July 1, 1953; Certificate of Acceptance
filed February 23, 1954.
Special Act No. 76 of 1959 approved May 11, 1959; Certificate of Acceptance
filed January 26, 1960.
Special Act No. 358 of 1963 approved June 27, 1963; Certificate of Acceptance
filed March 10, 1964.
Special Act No. 351 of 1967 approved June 28, 1967; Certificate of Acceptance
filed October 27, 1967.

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


                                        3

<PAGE>

                                         STATE OF CONNECTICUT, GENERAL ASSEMBLY,

                                                         MAY SESSION, A.D. 1865.

          Incorporating the Connecticut General Life Insurance Company.

Upon the petition of Edwin D. Tiffany and others, praying for an act of
incorporation:

     RESOLVED BY THIS ASSEMBLY, SEC. 1.  That Edwin D. Tiffany, Henry C. Deming,
John C. Palmer, Jonathan B. Bunce, George S. Gilman, Ebenezer N. Kellogg, John
A. Butler, Henry J. Johnson and George D. Jewett, with all others that may
become associated with them as stockholders, as hereinafter provided, and their
successors, be and they are hereby created a body corporate, for the purpose of
life insurance, and other purposes hereinafter mentioned, by the name of the
Connecticut General Life Insurance Company, and by that name are empowered to
purchase, have, hold and enjoy lands, tenements, hereditaments, chattels,
stocks, choses in action, and effects of every kind, and the same to sell,
grant, demise, aliene and convey; to sue and be sued, plead and be impleaded in
all courts of law and equity; to have and hold a common seal, and the same to
change at pleasure; and to ordain and put into execution by-laws and
regulations, as they may deem proper for the well ordering of said corporation,
and the transaction of its business; PROVIDED such by-laws and regulations be
consistent with the laws of this state and of the United States.

     SEC. 2.   The capital stock of said corporation shall not be less than five
hundred thousand dollars, and may be increased by vote of the stockholders, at
any time, to one million of dollars; the shares of the capital stock to be of
the value of one hundred dollars each; upon which ten dollars shall be paid upon
each share at the time it is subscribed for, as hereinafter provided, and ten
dollars additional shall be paid upon each share of stock subscribed for, to
said corporation, within twenty days from the time of the organization of said
company, and the remaining eighty dollars per share shall, within twenty days
from the organization of said company, be paid into the treasury of said
corporation, or be secured to be paid, either by mortgage of real estate, or by
such indorsed promissory notes as shall be approved by the directors of said
company.

     SEC. 3.   The capital stock of said company shall be transferable according
to their by-laws; and if any subscriber to said stock shall fail to pay his
subscription or secure the same to be paid as aforesaid for the space of thirty
days after the same shall become due, and if, upon the increase of the capital
stock of said company, any subscriber to the same shall fail to pay the
installments as called for by the directors of said company for the space of
thirty days after the same shall become due, then said stock of such delinquent
subscriber shall be sold by the directors at public auction upon at least
fifteen days notice of such sale by publication in some newspaper published in
Hartford, and the proceeds of said sale shall be first applied to the expenses
of said sale and payment of the installments due upon the stock, and the balance
of proceeds, if any, shall be refunded to the owner of said stock.  The
delinquent stockholders may be notified in such way as the by-laws may provide
of the maturity of the installments.  The stock, sold in manner above provided
for, shall entitle the purchaser to all the rights of a stockholder, to the
extent of shares so purchased.

     SEC. 4.   The business of said corporation shall be life insurance and
annuities, and contracts of insurance may be made, providing for all risks,
hazards, guarantees and contingencies to which life insurance is applicable,
conferring endowments and granting and purchasing annuities upon such conditions
and for such periods of time as may be determined by said corporation; and said
company may procure such re-insurance of their risks as may be deemed desirable.
Policies may be issued, stipulated to be with or without participation in
profits, and all dividends which shall be alloted to such participating policies
which are not claimed and called for within two years after the same shall have
been declared shall be forfeited to said company.

     SEC. 5.   Said company may issue policies upon lives for the benefit of and
payable to married women; and all contracts of insurance, so beneficial to
married women, whether made with said married women or with other persons in
their behalf, shall be, if so expressed in the policy, the sole and separate
estate of said married woman, and may be made payable at the maturity of said
policies, in case of previous death of said married women, to their children;
and the discharge of said policies by said married women, or their assigns and
their children (or their guardians, if minors), in case of death of said married
women, shall be a valid discharge of said contracts.

     SEC. 6.   The office of said company shall be located at Hartford, and its
affairs shall be managed by not less than seven nor more than twenty directors
(their number to be determined by the by-laws), to be chosen by ballot from
among and by the stockholders, a majority of whom shall be residents of this
state, which directors first chosen shall hold office until the first Tuesday in
May next ensuing the date of their election, and until others are chosen to
supply their places; and the annual meetings for the choice of directors shall,
after the first election, be holden at the city of Hartford on the first Tuesday
in May, or on such other day in the month of May as shall be determined by the
by-laws of said corporation.  Each share of stock represented by the holder or
his proxy shall be entitled to one vote in the choice of directors.

     SEC. 7.   If it shall so happen that a choice of directors shall not be
made at the time of any annual meeting, said corporation shall not be thereby
dissolved, but an election may be had within one year thereafter at some time
signified by the directors last chosen.  Public notice by order of the directors
shall always be given at least ten days previous to any meeting of the
stockholders in a newspaper printed at Hartford.  The president may call a
special meeting of the stockholders at the request of five of the directors.


                                        4
<PAGE>

     SEC. 8.   To carry out the provisions of this charter, and to organize the
said corporation, Edwin D. Tiffany, Jonathan B. Bunce and George S. Gilman are
authorized and appointed to receive subscriptions to the capital stock thereof,
and the payment of the first installment thereon, and when three thousand shares
of said stock shall have been subscribed for, and the first installment has been
paid thereon, upon their said Tiffany, Bunce and Gilman's call, by notice
published in a newspaper printed in Hartford ten days before the time of said
meeting, the subscribers may meet at the time and place named in said call, and
adopt such by-laws, rules and regulations as they may deem proper, in compliance
with this act; and said subscribers may at said meeting elect a board of
directors in the manner aforesaid, to hold office as above provided; and when
the by-laws have been adopted; and the board of directors have been organized by
the choice of a president and secretary, the said corporation may exercise all
the power conferred by this act.

     SEC. 9.   The directors may choose a president, vice-president and
secretary, and appoint such other officers, clerks and agents, and establish
such agencies in this state and elsewhere as shall be by them deemed advisable
for conducting the business of said company; fix their compensation, and take
bonds of any and all of them for the faithful discharge of their duties, and may
make such covenants and agreements as may be deemed necessary, and such
contracts and agreements signed either by the president or secretary shall be
binding on said company.  The president and vice-president shall be chosen from
the board of directors, and may hold their appointments for one year, and until
others are chosen in their places; the other officers and employees of said
company may be removed, and new ones appointed at the pleasure of the directors.
In the absence or disability of the president and vice-president, the directors
may choose a president PRO TEMPORE, and in case a vacancy occurs in the board of
directors, the remaining directors may fill such vacancy.

     SEC. 10.  All policies or other contracts of insurance authorized by this
act may be made with or without the seal of said corporation, and shall be
signed by the president or vice-president and the secretary, and when so signed
and executed shall be binding and obligatory upon said corporation, according to
the true intent and meaning of said policies and contracts.

     SEC. 11.  The capital stock, acquired monies and personal estate of said
corporation may be invested, at the discretion of the directors, in loans upon
real estate, in bonds and mortgages, in loans upon or purchase of United States
notes and bonds, bank stocks or bonds issued by states or by municipal or other
corporations, or may be loaned upon indorsed promissory notes not having more
than twelve months to run; and the same may be called in and re-invested under
the provisions of this act; and it shall be the duty of said corporation to make
an annual report to the general assembly, containing a full and accurate
statement of its condition and affairs.

     SEC. 12.  This act shall take effect from the day of its passage, and may
be altered, amended or repealed at the pleasure of the general assembly; and
nothing contained therein shall be so construed as to authorize said company to
engage in the business of banking.

     Approved, June 22, 1865.


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


                                         STATE OF CONNECTICUT, GENERAL ASSEMBLY,

                                                     JANUARY SESSION, A.D. 1873.

           Authorizing the Connecticut General Life Insurance Company
                          to Reduce its Capital Stock.

Upon the petition of the Connecticut General Life Insurance Company for
reduction of its capital stock:

     RESOLVED BY THIS ASSEMBLY:  SECTION 1.  That power and authority be, and
hereby are, given to the Connecticut General Life Insurance Company to reduce
its capital stock, from time to time, to any amount not less than $125,000, by
reducing the number of shares, or the par value of the shares, of the respective
stockholders of said company, PRO RATA, and to return that portion of the
capital represented by stock notes to the respective stockholders whenever the
stockholders and directors shall so elect, and to return the cash portion of
said capital authorized by this act whenever the assets of said company shall
show a net surplus by the official valuation of the insurance department of this
state, exclusive of its capital stock, of the sum of twenty-five thousand
dollars, and a majority of the stockholders shall so vote, at a meeting or
meetings duly warned and held for acting on said subject, and said stockholders'
vote shall have been approved by a vote of at least two-thirds of the directors
of said company.

     SEC. 2.   Whenever the stockholders and directors of said company shall
have voted any reduction of the capital stock as aforesaid the directors shall
immediately cause a certificate of said action, signed by their president in the
name and behalf of said company, and countersigned by their secretary, and under
the corporate seal of said company, and acknowledged in the manner required by
law for conveyance of land, to be filed in the office of the secretary of this
state for record, and thereupon the charter of said company shall be deemed to
be amended in respect to the amount of its capital, and the number or the par
value of its shares, so as to conform to the said reduction voted and certified
to the secretary of state; and said company shall, with such reduced capital,
possess the same rights, and be subject to the same liabilities, that it
possessed or was subject to at the time of said reduction.


                                        5

<PAGE>

     SEC. 3.   After said reduction of capital as aforesaid said company, by a
majority vote of its directors, may require each stockholder to return his
original certificate of stock held by him, and in lieu thereof shall issue new
certificates of stock for such number of shares, or of such par value as said
stockholders shall be entitled to in the proportion that the reduced capital
shall bear to the capital before said reduction; and said company shall
reimburse and pay each stockholder the par value of the reduced amount of his
stock in said company by first returning to him, or endorsing as paid on his
stock-note or notes held by the company the amount of said reduction if said
notes equal said reduction; and, in case said notes do not equal the amount of
said reduction, shall pay the balance in cash upon surrender of the original
certificate of stock.

     Approved, June 19, 1873.

     (CERTIFICATE OF ACCEPTANCE FILED FEBRUARY 28, 1874.)


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


                                         STATE OF CONNECTICUT, GENERAL ASSEMBLY,

                                                     JANUARY SESSION, A.D. 1911.

                        [Senate Joint Resolution No. 51.]

                                      [27.]

     AMENDING THE CHARTER OF THE CONNECTICUT GENERAL LIFE INSURANCE COMPANY.

     RESOLVED BY THIS ASSEMBLY:  SECTION 1.  That the annual meeting of the
Connecticut General Life Insurance Company, after the year 1911, shall be holden
at the city of Hartford on the first Tuesday of February, or on such other day
in the month of February as shall be determined by the by-laws of said
corporation.

     SEC. 2.   Said corporation is hereby authorized and empowered to insure
persons against loss of life or personal injury resulting from any cause, and
against loss resulting from disabilities caused by disease.

     SEC. 3.   The affairs of said corporation shall be managed by not less than
nine nor more than fifteen directors, the number thereof to be determined by the
by-laws, a majority of whom shall be residents of this state, and who shall be
chosen by ballot from among and by the stockholders in manner following: at the
next annual meeting after the acceptance of this amendment the stockholders
shall elect not less than three nor more than five directors to serve for the
term of one year, not less than three nor more than five directors to serve for
the term of two years, and not less than three nor more than five directors to
serve for the term of three years; and annually thereafter not less than three
nor more than five directors shall be elected to hold office for the term of
three years.  Whenever any vacancy shall occur in the board of directors by the
death or resignation of a director, such vacancy may be filled by the remaining
directors for the remainder of the term for which such director was elected.

     SEC. 4.   So much of the resolution incorporating said company, approved
June 22, 1865, as is inconsistent herewith is hereby repealed.

     Approved, March 9, 1911.

     (CERTIFICATE OF ACCEPTANCE FILED JUNE 1, 1911.)


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


                                         STATE OF CONNECTICUT, GENERAL ASSEMBLY,

                                                     JANUARY SESSION, A.D. 1921.

                              [House Bill No. 510.]

                                     [101.]

 AN ACT AMENDING THE CHARTER OF THE CONNECTICUT GENERAL LIFE INSURANCE COMPANY.

BE IT ENACTED BY THE SENATE AND HOUSE OF REPRESENTATIVES IN GENERAL ASSEMBLY
CONVENED:

     SECTION 1.  The Connecticut General Life Insurance Company, incorporated
under resolution approved June 22, 1865, is hereby authorized to increase its
capital stock to an amount not exceeding in the aggregate the sum of five
million dollars.


                                        6
<PAGE>

     SEC. 2.   This act shall become operative as an amendment to the charter of
the Connecticut General Life Insurance Company if within one year after its
approval it shall be accepted at a meeting of said corporation duly warned and
held for that purpose and an attested copy of such acceptance filed in the
office of the secretary of the state.

     Approved, April 13, 1921.

     (CERTIFICATE OF ACCEPTANCE FILED FEBRUARY 9, 1922.)


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


                                         STATE OF CONNECTICUT, GENERAL ASSEMBLY,

                                                     JANUARY SESSION, A.D. 1929.

                      [Substitute for Senate Bill No. 207.]

                                      [86.]

 AN ACT AMENDING THE CHARTER OF THE CONNECTICUT GENERAL LIFE INSURANCE COMPANY.

BE IT ENACTED BY THE SENATE AND HOUSE OF REPRESENTATIVES IN GENERAL ASSEMBLY
CONVENED:

     SECTION 1.  The Connecticut General Life Insurance Company, incorporated by
resolution approved June 22, 1865, from time to time, may change the par value
and number of shares of its issued and outstanding capital stock, provided the
par value shall be not less than ten dollars for each share and the aggregate
par value be not altered by such change; but no such change shall be valid
unless approved by a vote of at least two-thirds of the stock represented at a
meeting of the stockholders duly warned and held for that purpose nor unless a
majority of the directors shall make, sign and swear to and file in the office
of the secretary of the state a certificate stating that such change has been
duly approved by the stockholders and setting forth a copy of the vote of the
stockholders, which vote shall show the details of such change.

     SEC. 2.   Said corporation may, from time to time, and to the amount of
capital stock authorized by its charter, issue shares of stock with the same par
value as that of its then outstanding capital stock.

     SEC. 3.   This act shall be valid as an amendment to the charter of said
corporation if, within one year after its passage, it shall be accepted at a
meeting of said corporation duly warned and held for that purpose and an
attested copy of such acceptance filed in the office of the secretary of the
state.

     Approved, April 18, 1929.

     (CERTIFICATE OF ACCEPTANCE FILED NOVEMBER 18, 1929.)


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


                                         STATE OF CONNECTICUT, GENERAL ASSEMBLY,

                                                     JANUARY SESSION, A.D. 1941.

                             [Senate Bill No. 694.]

                                     [480.]

 AN ACT AMENDING THE CHARTER OF THE CONNECTICUT GENERAL LIFE INSURANCE COMPANY.

BE IT ENACTED BY THE SENATE AND HOUSE OF REPRESENTATIVES IN GENERAL ASSEMBLY
CONVENED:

     SECTION 1.  The Connecticut General Life Insurance Company incorporated
under a resolution approved June 22, 1865, is authorized to increase its capital
stock to an amount not exceeding in the aggregate the sum of ten million
dollars.

     SEC. 2.   The Connecticut General Life Insurance Company is authorized to
subscribe for, purchase, hold or dispose of capital stock of the Connecticut
General Casualty Insurance Company and the Connecticut General Insurance
Company.

     SEC. 3.   This act shall be valid as an amendment to the charter of said
corporation if, within two years after its passage, it shall be accepted at a
meeting of said corporation duly warned and held for that purpose and an
attested copy of such acceptance filed in the office of the secretary of the
state.

     Approved, June 24, 1941.

     (CERTIFICATE OF ACCEPTANCE FILED FEBRUARY 3, 1942.)

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


                                        7
<PAGE>

                                         STATE OF CONNECTICUT, GENERAL ASSEMBLY,

                                                     JANUARY SESSION, A.D. 1947.

                      [Substitute for Senate Bill No. 639.]

                                     [173.]

 AN ACT AMENDING THE CHARTER OF THE CONNECTICUT GENERAL LIFE INSURANCE COMPANY.

     SECTION 1.  Connecticut General Life Insurance Company shall continue
under that name, a body corporate, with power to purchase or otherwise acquire,
have, hold and enjoy lands, tenements, hereditaments, chattels, bonds, stocks,
monies, choses in action and property and effects of every kind, and the same to
sell, grant, demise, alien and convey and to loan, invest and reinvest any of
such assets in any manner now or hereafter permitted in the case of any other
corporation now or hereafter chartered by Connecticut and empowered to do a life
insurance business; to sue and be sued and to plead and be impleaded in all
courts of law and equity; to have and to hold and to change at pleasure a common
seal, and to ordain and to put into execution and to change at pleasure by-laws
consistent with the laws of this state and of the United States.

     SEC. 2.   The business of the corporation shall be life insurance,
endowments, annuities, accident insurance, health insurance and any other
business or type of business which any other corporation now or hereafter
chartered by Connecticut and empowered to do a life insurance business may now
or hereafter lawfully do; and the corporation is specifically empowered to
accept and to cede reinsurance of any such risks or hazards.  The corporation
may exercise such powers outside of Connecticut to the extent permitted by the
laws of the particular jurisdiction.  Policies or other contracts may be issued
stipulated to be with or without participation in profits; and they may be with
or without seal.

     SEC. 3.   The capital stock of the corporation shall be not less than three
million dollars and may from time to time be increased when and as authorized by
the stockholders to any sum not exceeding in the aggregate twenty million
dollars and, unless the stockholders otherwise authorize, shall be divided into
shares of the par value of ten dollars each.  The capital stock of the
corporation shall be transferable in accordance with the by-laws; and a transfer
agent may be employed.

     SEC. 4.   The annual meeting of the stockholders of the corporation shall
be held at such time during the first half of each year and upon such notice as
may be determined from time to time either by or in accordance with the by-laws.
If the corporation shall fail to hold its annual meeting at the time specified
for the meeting in any year or shall fail to elect directors thereat, the
corporation shall not be dissolved nor shall its rights be impaired thereby, but
a special meeting of the stockholders shall be called; and at such meeting
directors to fill the places of the directors whose terms shall have expired may
be elected and any other proper business may be transacted.  At all meetings of
the stockholders each stockholder shall be entitled to vote in person or by an
attorney duly authorized by a written proxy, each share of stock represented at
the meeting shall be entitled to one vote and the stockholders represented at
the meeting shall constitute a quorum.

     SEC. 5.   The corporate office shall be at Hartford but the corporation may
establish and maintain other offices and agencies in other towns of Connecticut
and elsewhere.  The property and affairs of the corporation shall be managed by
a board of not less than nine directors, the number from time to time to be
determined either by or in accordance with the by-laws.  The directors shall be
chosen by ballot from among and by the stockholders and shall be divided into
three classes.  At each annual meeting one class of directors shall be elected,
each director so elected to hold office for a term expiring with the third
annual meeting thereafter, but he may continue to serve until his successor
shall have been chosen.  In the event of an increase in the number of directors
the term of any such additional director shall expire at the same time as the
terms of the other members of the class to which he shall have been assigned.
When any vacancy shall occur in the board of directors such vacancy may be
filled by the remaining directors for the unexpired portion of the term.  Unless
the by-laws provide otherwise, three directors shall constitute a quorum.
Directors serving on the date of the acceptance of this act shall continue to
serve for the terms for which they were elected.

     SEC. 6.   The directors of the corporation shall choose from among their
number a president and shall elect one or more vice presidents, one or more
secretaries and such other officers as they may deem desirable.  The president
shall be elected to hold office until the next annual meeting, but he may
continue to serve until his successor shall have been chosen; and the other
officers may be elected for like or for different terms and they may be removed
at any time at the pleasure of the directors.

     SEC. 7.   The charter of the Connecticut General Life Insurance Company,
incorporated by a resolution approved June 22, 1865, as amended, is hereby
further amended to read as above; and this act shall be valid as an amendment to
the charter of the corporation and shall constitute the charter of the
corporation if, within two years after its passage, it shall be accepted at a
meeting of the corporation duly warned and held for that purpose and an attested
copy of such acceptance filed in the office of the secretary of the state.

     Approved, May 28, 1947.

     (CERTIFICATE OF ACCEPTANCE FILED FEBRUARY 3, 1948.)

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


                                        8
<PAGE>

                                         STATE OF CONNECTICUT, GENERAL ASSEMBLY,

                                                     JANUARY SESSION, A.D. 1953.

                      [Substitute for Senate Bill No. 462.]

                                     [536.]

 AN ACT AMENDING THE CHARTER OF THE CONNECTICUT GENERAL LIFE INSURANCE COMPANY.

     SECTION 1.  Section 3 of number 173 of the special acts of 1947 is amended
to read as follows:  The capital stock of the corporation shall be not less than
three million dollars and may from time to time be increased when and as
authorized by the stockholders to any sum not exceeding in the aggregate fifty
million dollars and unless the stockholders otherwise authorize, shall be
divided into shares of the par value of ten dollars each.  The capital stock of
the corporation shall be transferable in accordance with the by-laws; and a
transfer agent may be employed.

     SEC. 2.   Section 5 of said act is amended to read as follows:  The
corporate office shall be at Hartford or at some other town in Connecticut and
the corporation may establish and maintain other offices and agencies in other
towns of Connecticut and elsewhere.  The property and affairs of the corporation
shall be managed by a board of not less than nine directors, the number from
time to time to be determined either by or in accordance with the by-laws.  The
directors shall be chosen by ballot from among and by the stockholders and shall
be divided into three classes.  At each annual meeting one class of directors
shall be elected, each director so elected to hold office for a term expiring
with the third annual meeting thereafter, but he may continue to serve until his
successor shall have been chosen.  In the event of an increase in the number of
directors the term of any such additional director shall expire at the same time
as the terms of the other members of the class to which he shall have been
assigned.  When any vacancy shall occur in the board of directors such vacancy
may be filled by the remaining directors for the unexpired portion of the term.
Unless the by-laws provide otherwise, three directors shall constitute a quorum.
Directors serving on the date of the acceptance of this act shall continue to
serve for the terms for which they were elected.

     SEC. 3.   This act shall be valid as an amendment to the charter of the
corporation if, within two years after its passage, it shall be accepted at a
meeting of the corporation duly warned and held for that purpose and an attested
copy of such acceptance filed in the office of the secretary of the state.

     Approved, July 1, 1953.

     (CERTIFICATE OF ACCEPTANCE FILED FEBRUARY 23, 1954.)


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


                                         STATE OF CONNECTICUT, GENERAL ASSEMBLY,

                                                     JANUARY SESSION, A.D. 1959.

                      [Substitute for House Bill No. 2655.]

                                      [76.]

 AN ACT AMENDING THE CHARTER OF THE CONNECTICUT GENERAL LIFE INSURANCE COMPANY,
                        CONCERNING THE BOARD OF DIRECTORS

     SECTION 1.  Section 5 of the charter of the Connecticut General Life
Insurance Company, incorporated under a resolution approved June 22, 1865, as
amended by number 173 of the special acts of 1947, and section 2 of number 536
of the special acts of 1953, is amended to read as follows:  The corporate
office shall be at Hartford or at some other town in Connecticut and the
corporation may establish and maintain other offices and agencies in other towns
of Connecticut and elsewhere.  The property and affairs of the corporation shall
be managed by a board of not less than nine directors, the number and the terms
of office to be determined from time to time by the board of directors in
accordance with the by-laws, provided no director shall be elected for a longer
term than five years.  The directors shall be chosen by ballot from among and by
the stockholders except that if any vacancy shall occur in the board of
directors such vacancy may be filled by the remaining directors for the
unexpired portion of the term, and if the number of directors shall be increased
by vote of the board of directors between meetings of stockholders the
additional directors, not to exceed three, may be chosen by the board of
directors for terms expiring with the next annual meeting thereafter.  Unless
the by-laws provide otherwise, five directors shall constitute a quorum.
Directors serving on the date of the acceptance of this act shall continue to
serve for the terms for which they were elected.


                                        9
<PAGE>

     SEC. 2.   This act shall be valid as an amendment to the charter of the
corporation if, within two years after its passage, it shall be accepted at a
meeting of the corporation duly warned and held for that purpose and an attested
copy of such acceptance filed in the office of the secretary of the state.

     Approved, May 11, 1959.

     (CERTIFICATE OF ACCEPTANCE FILED JANUARY 26, 1960.)


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


                                         STATE OF CONNECTICUT, GENERAL ASSEMBLY,

                                                     JANUARY SESSION, A.D. 1963.

                             [House Bill No. 3699.]

                                     [358.]

AN ACT CONCERNING THE CAPITAL STOCK OF CONNECTICUT GENERAL LIFE INSURANCE
COMPANY.

     SECTION 1.  Section 3 of the charter of the Connecticut General Life
Insurance Company is amended to read as follows:  The capital stock of the
corporation shall be not less than three million dollars and may from time to
time be increased when and as authorized by the stockholders and, unless the
stockholders otherwise authorize, shall be divided into shares of the par value
of five dollars each.  The capital stock of the corporation shall be
transferable in accordance with the bylaws; and a transfer agent may be
employed.

     SEC. 2.   This act shall be valid as an amendment to the charter of the
corporation if, within two years after its passage, it shall be accepted at a
meeting of the corporation duly warned and held for that purpose and an attested
copy of such acceptance filed in the office of the secretary of state.

     Approved, June 27, 1963.

     (CERTIFICATE OF ACCEPTANCE FILED MARCH 10, 1964.)


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


                                         STATE OF CONNECTICUT, GENERAL ASSEMBLY,

                                                     JANUARY SESSION, A.D. 1967.

                      [Substitute for House Bill No. 2626.]

                                     [351.]

 AN ACT AMENDING THE CHARTER OF CONNECTICUT GENERAL LIFE INSURANCE COMPANY.

     SECTION 1.  The charter of Connecticut General Life Insurance Company
is amended by inserting immediately after section 6 the following new section 7:
Connecticut General Life Insurance Company is authorized to adopt a plan of
exchange under the terms of which the shares of its issued and outstanding
capital stock shall be exchanged for shares of Connecticut General Insurance
Corporation on a basis which shall be specified in the plan of exchange.  No
such exchange shall be effected unless the plan of exchange is first adopted by
the board of directors of Connecticut General Life Insurance Company and
approved by the affirmative vote of the holders of at least two-thirds of the
voting power of the outstanding shares of its capital stock, nor unless there
has been filed in the office of the secretary of the state a certificate setting
forth the plan of exchange and the stockholder vote thereon, and a copy of a
certificate of the insurance commissioner stating that he has approved and
authorized the plan of exchange as provided in section 38-35 of the general
statutes.  Any shareholder of Connecticut General Life Insurance Company who
objects to the plan of exchange shall have the right to be paid the value of all
shares of Connecticut General Life Insurance Company owned by him (but excluding
such value as is attributable to his interest as a beneficiary under the CG
Stockholders Trust and for which he is entitled to be compensated by AEtna
Insurance Company) in accordance with the provisions of section 33-374 of the
general statutes.  For purposes of section 33-374, such shareholder shall be
deemed to be designated in subsection (c) of section 33-373 of the general
statues; and Connecticut General Life Insurance Company shall have all the
rights and obligations of a "corporation" under section 33-374, provided the
term "corporation," as used in said section, shall refer only to Connecticut
General Life Insurance Company and the third sentence of section 33-374(h) shall
have no application.  Except as may be otherwise provided in the plan of
exchange, and except as to shares for which payment must be made pursuant to the
two previous sentences, on the date on which the exchange becomes effective, all
certificates representing shares of the issued and outstanding stock of
Connecticut General Life Insurance Company shall automatically and without any
physical transfer or deposit be deemed for all purposes to be certificates
representing shares of the issued and outstanding stock of Connecticut General
Insurance Corporation.


                                       10
<PAGE>

     SEC. 2.   The charter of Connecticut General Life Insurance Company, as
amended by number 173 of the special acts of 1947, is amended by renumbering
present section 7 as section 8.

     SEC. 3.   Section 1 of number 76 of the special acts of 1959, being section
5 of the charter of Connecticut General Life Insurance Company, is amended to
read as follows:  The corporate office shall be at Hartford or at some other
town in Connecticut and the corporation may establish and maintain other offices
and agencies in other towns of Connecticut and elsewhere.  The property and
affairs of the corporation shall be managed by a board of not less than nine
directors, the number and the terms of office to be determined from time to time
by the board of directors in accordance with the bylaws, provided no director
shall be elected for a longer term than five years.  The directors shall be
chosen by ballot by the stockholders except that if any vacancy occurs in the
board of directors such vacancy may be filled by the remaining directors for the
unexpired portion of the term, and if the number of directors is increased by
vote of the board of directors between meetings of stockholders, the additional
directors, not to exceed three, may be chosen by the board of directors for
terms expiring with the next annual meeting thereafter.  Unless the bylaws
provide otherwise, five directors shall constitute a quorum.  Directors serving
on the date of the acceptance of this act shall continue to serve for the terms
for which they were elected.

     SEC. 4.   This act shall be valid as an amendment to the charter of the
corporation if, within two years after its passage, it is accepted at a meeting
of the corporation duly warned and held for that purpose and an attested copy of
such acceptance is filed in the office of the secretary of the state.

     Approved June 28, 1967.

     (CERTIFICATE OF ACCEPTANCE FILED OCTOBER 27, 1967.)


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


                                       11

<PAGE>


                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY

                                    BYLAWS



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

                                   ARTICLE  1

The annual meeting of the stockholders shall be held on the fourth Monday in
April or on such other date as the directors may designate and at such place as
they may determine. All other meetings of the stockholders shall be held at such
times and places as the directors may determine. A written or printed notice of
any meeting shall be mailed to each stockholder at least ten days prior to the
meeting.

                                   ARTICLE  2

The number and terms of office of the directors shall be determined from time to
time by the board of directors. No person shall be elected as a director after
attaining the age of 70 years. The compensation of directors shall be as
determined by the directors.

                                    ARTICLE 3

The directors shall hold meetings at such times and places as they may
determine. Special meetings of the directors may be called by the chairman of
the board and shall be called by the chairman of the board or in his absence by
another director upon request in writing of the president or of any three
directors. One-third of the total number of directors shall constitute a quorum.
Action of the directors shall be by majority vote of the directors present.

                                   ARTICLE  4

The directors shall determine the order of their business and their own rules of
order and they shall preserve a written record of their doings.

<PAGE>


                                   ARTICLE  5

The directors, by resolution adopted by a majority of the entire board, may
appoint from their number one or more committees, each consisting of two or more
directors and each of which, to the extent provided in such resolution, shall
have all the authority of the board.  A majority of the members of a committee
shall constitute a quorum.

                                   ARTICLE  6

The directors shall choose from among their number a chairman of the board and
shall elect a president, one or more vice presidents and one or more
secretaries, including a corporate secretary.  They may also elect such other
officers as they may deem desirable. They may also authorize the chairman of the
board, the president or other designated officers to appoint such officers,
other than the chairman of the board, the president and the corporate secretary,
with such titles, duties and powers as the appointing officer may deem
desirable.

                                   ARTICLE  7

All loans and purchases for investment shall be authorized or approved by the
directors or by an authorized committee of the board.

                                   ARTICLE  8

Real estate may be sold by the president or a vice president or an assistant
vice president and the instrument of conveyance shall be executed by the
president or a vice president or an assistant vice president and by a secretary
or an assistant secretary or an investment officer or an assistant investment
officer.

The sale of real estate where either the cost or the sale price exceeds
$1,000,000 shall be authorized or approved by the directors or an authorized
committee of the board, and all sales of real estate shall be reported to the
directors or an authorized committee of the board.

The president or a vice president or an assistant vice president or a secretary
or an assistant secretary or an investment officer or an assistant investment
officer is authorized to execute releases (or to execute powers authorizing
specific releases), assignments, or other instruments relating to mortgages,
trust deeds, judgment liens, or other liens, and to execute leases or other
contracts relating to real estate, and the president or a vice president or an
assistant vice president may delegate to others by written instrument authority
to execute leases.


<PAGE>

                                    ARTICLE 9

The sale or other disposition of any investments other than those specifically
provided for in Article  8 shall be authorized or approved by the directors or
an authorized committee of the board.

The president or a vice president or an assistant vice president or a secretary
or an assistant secretary or an investment officer or an assistant investment
officer is authorized to execute any instruments necessary in connection with
the purchase or the sale or other disposition of any investments other than
those specifically provided for in Article 8 and to execute any agreements
relating to any such investments.

The directors or an authorized committee of the board may at any time and from
time to time enlarge, restrict or in any way modify the authorizations granted
in Articles 8 and 9.

                                   ARTICLE 10

Auditors shall be chosen at each annual meeting of the stockholders and their
compensation shall be as determined by the directors.

                                   ARTICLE 11

Transfers of stock shall be made only upon the books of the company.  A transfer
agent may be employed.


<PAGE>
                                                                EXHIBIT 9

ROBERT A. PICARELLO
Chief Counsel

                                                        [LOGO]
                                                        CIGNA INDIVIDUAL
                                                        INSURANCE




June 12, 1995                                           LEGAL DEPARTMENT S-321
                                                        HARTFORD, CT 06152-2321
                                                        TELEPHONE 203.726.8064
                                                        FACSIMILE 203.726.1778
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re: Form N-4 Registration Statement - Amendment
    CG Variable Annuity Separate Account II (the "Account")

Dear Sirs:

As Chief Counsel of the Individual Insurance Division of the CIGNA Companies,
I am familiar with the actions of the Board of Directors of Connecticut
General Life Insurance Company, (the "Company"), establishing the Account and
its method of operation and authorizing the filing of a registration
statement (and amendments thereto) under the Securities Act of 1933 for the
securities to be issued by the Account and the Investment Company Act of
1940 for the Account itself.

In the course of preparing this opinion, I have reviewed the Certificate of
Incorporation and the By-Laws of the Company, the Board actions with respect
to the Account, and such other matters as I deemed necessary or appropriate.
Based on such review, I am of the opinion that the group variable annuity
contracts (and interests therein) which are the subject of the amended
registration statement under the Securities Act of 1933 being filed for the
Account will, when issued, be legally issued and will represent binding
obligations of the Company, the depositor for the Account.

I further consent to the use of this opinion as an Exhibit to said
Registration Statement and to the reference to me under the heading "Experts"
in said Registration Statement.

Very truly yours,

/s/ Robert A. Picarello

Robert A. Picarello
Chief Counsel







<PAGE>

                                                                 EXHIBIT 10(A)


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 2 under the Securities
Act of 1933 and Amendment No. 3 under the Investment Company Act of 1940 to the
registration statement of CG Variable Annuity Separate Account II on Form N-4
of our report dated February 13, 1995, relating to the consolidated financial
statements of Connecticut General Life Insurance Company, which appears in such
Statement of Additional Information. We also consent to the reference to us
under the heading "Experts" in such Statement of Additional Information.


/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP
Hartford, Connecticut
June 19, 1995





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