CG VARIABLE ANNUITY SEPARATE ACCOUNT II
497, 1996-05-07
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<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         ANNUITY & VARIABLE LIFE SERVICES CENTER: ROUTING S-249
                             HARTFORD, CT 06152 - 2249
                             (800) (552-9898)
</TABLE>
 
- --------------------------------------------------------------------------------
 
              FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS
- --------------------------------------------------------------------------------
 
    The  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 Matters --  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 nineteen  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, Money Market Portfolio, High
Income  Portfolio and  Overseas Portfolio; Fidelity  Variable Insurance Products
Fund II  --  Investment  Grade  Bond  Portfolio  and  Asset  Manager  Portfolio;
MFS-Registered  Trademark- 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; OCC  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" dated May 1, 1996, available at no charge by calling or
writing the Company's Annuity  & Variable Life Services  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: MAY 1, 1996
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
DEFINITIONS....................................          3
HIGHLIGHTS.....................................          5
FEES AND EXPENSES..............................          7
CONDENSED FINANCIAL INFORMATION................         11
THE COMPANY AND THE VARIABLE ACCOUNT...........         11
THE FUNDS......................................         12
  General......................................         15
  Substitution of Securities...................         15
  Voting Rights................................         15
PREMIUM PAYMENTS AND
 CONTRACT VALUE................................         16
  Premium Payments.............................         16
  Allocation of Premium Payments...............         16
  Optional Variable Account Sub-Account
   Allocation Programs.........................         17
    Dollar Cost Averaging......................         17
    Automatic Rebalancing......................         17
  Contract Value...............................         18
  Accumulation Unit............................         18
CHARGES AND DEDUCTIONS.........................         19
  Contingent Deferred Sales Charge (Sales
   Load).......................................         19
  Mortality and Expense Risk Charge............         20
  Administrative Expense Charge................         20
  Account Fee..................................         20
  Premium Tax Equivalents......................         21
  Income Taxes.................................         21
  Fund Expenses................................         21
  Transfer Fee.................................         21
  Optional Death Benefit.......................         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
  Procedures for Telephone Transfers...........         25
  Surrenders and Partial Withdrawals...........         25
  Delay of Payments and Transfers..............         26
  Death of the Contract Owner before the
   Annuity Date................................         26
  Death of the Annuitant before the Annuity
   Date........................................         27
 
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
 
  Death of the Annuitant after the
   Annuity Date................................         27
  Change in Operation of Variable Account......         27
  Modification.................................         27
  Discontinuance...............................         28
ANNUITY PROVISIONS.............................         28
  Annuity Date; Change in Annuity Date and
   Annuity Option..............................         28
  Annuity Options..............................         28
  Fixed Options................................         29
  Variable Options.............................         29
  Evidence of Survival.........................         30
  Endorsement of Annuity Payments..............         30
THE FIXED ACCOUNT..............................         30
  Market Value Adjustment......................         32
DISTRIBUTION OF THE CONTRACTS..................         33
PERFORMANCE DATA...............................         34
  Money Market Sub-Account.....................         34
  Other Variable Account Sub-Accounts..........         34
  Performance Ranking or Rating................         34
TAX MATTERS....................................         35
  General......................................         35
  Diversification..............................         36
  Distribution Requirements....................         36
  Multiple Contracts...........................         37
  Tax Treatment of Assignments.................         37
  Withholding..................................         37
  Section 1035 Exchanges.......................         37
  Tax Treatment of Withdrawals -- Non-Qualified
   Contracts...................................         38
  Qualified Plans..............................         38
  Section 403(b) Plans.........................         39
  Individual Retirement Annuities..............         39
  Corporate Pension and Profit-Sharing Plans
   and H.R. 10 Plans...........................         39
  Deferred Compensation Plans..................         39
  Tax Treatment of Withdrawals -- Qualified
   Contracts...................................         40
FINANCIAL STATEMENTS...........................         40
LEGAL PROCEEDINGS..............................         40
TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION........................         41
APPENDIX I.....................................         42
  Illustration of Cost of Optional Death
   Benefits....................................         42
</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 & VARIABLE LIFE SERVICES 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, Annuity & Variable Life
                    Services Center, Routing S-249, Hartford, CT 06152-2249.
 
                    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.
 
                    CODE: The Internal Revenue Code of 1986, as amended.
 
                    COMPANY: Connecticut General Life Insurance Company.
 
                    CONTRACT: The Variable Annuity Contract described in this
                    prospectus.
 
                    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.
 
                    CONTRACT OWNER (OR OWNER): The person(s) initially
                    designated in the application or order to purchase or
                    otherwise, unless later changed, as having all ownership
                    rights under the Contract.
 
                    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 -- Equity-Income Portfolio,
                    Money Market Portfolio, High Income Portfolio and Overseas
                    Portfolio; Fidelity Variable Insurance Products Fund II --
                    Investment Grade Bond Portfolio and Asset Manager Portfolio;
                    MFS-Registered Trademark- Variable Insurance Trust -- MFS
 
                                                                               3
<PAGE>
                    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; OCC Accumulation Trust -- Global
                    Equity Portfolio, Managed Portfolio and 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 Annuity & Variable Life
                    Services 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.
 
                    PAYEE: A recipient of payments under the Contract.
 
                    PREMIUM PAYMENT: Any amount paid to the Company cleared in
                    good funds as consideration for the benefits provided by the
                    Contract. 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 7th, 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 adjustment,
                    contract fees, and 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 or to receive a partial
                    withdrawal.
 
4
<PAGE>
                    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.
 
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. Contract 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 Annuity & Variable Life Services Center.
 
                    The Contract may be returned within 10 days after it is
                    received, longer in some states. 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 or order to purchase, 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. Contract Owners may, only 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.
 
                                                                               5
<PAGE>
                    The Contingent Deferred Sales Charge is found in the fee
                    table (See "Charges and Deductions -- 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 surrenders, withdrawals or
                    transfers from 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 -- Mortality and
                    Expense Risk Charge"), other than the Optional Death Benefit
                    risk (See "Charges and Deductions -- 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 --
                    Administrative Expense Charge").
 
                    There is an annual 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 -- Account Fee").
 
                    There is a charge for any Optional Death Benefit(s) elected
                    (See "Charges and Deductions -- Optional Death Benefit").
 
                    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 -- Premium
                    Taxes").
 
                    Under certain circumstances there may be assessed a $10
                    transfer fee when a Contract Owner transfers Annuity Account
                    Values from one Sub-Account to another (See "Charges and
                    Deductions -- 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 Contract Owner (or, if the Contract 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 Matters -- Tax Treatment of
                    Withdrawals -- Qualified Contracts.") For a further
                    discussion of the taxation of the Contracts, see "Tax
                    Matters."
 
                    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
 
6
<PAGE>
                    time the Premium Payment was allocated, the application of
                    the Market Value Adjustment will generally result in a lower
                    payment upon surrender or transfer. It is not applied
                    against a surrender or transfer taking place at the end of
                    the Guaranteed Period.
 
FEES AND EXPENSES
 
                    CONTRACT 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%
                                                        A Contract Owner may, only once each Contract Year,
                                  2-3             5%    make a withdrawal of up to 15% of Premium Payments made,
                                  3-4             4%    or the remaining portion thereof, without incurring a
                                  4-5             3%    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 or
                   automatic rebalancing transfers are not counted.
</TABLE>
 
<TABLE>
<S>              <C>                   <C>                   <C>
                 Account Fee.........  $35 per Contract Year
 
                 - Waived if Annuity Account Value at the end of the Contract Year is $100,000 or
                 more. A Contract 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
                 "Charges and Deductions -- Optional Death Benefit.")
</TABLE>
 
                    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>
 
                                                                               7
<PAGE>
EXPENSE DATA
 
The purpose of the following Table is to help Purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by Purchasers assuming that all Premium Payments are allocated to
the Variable Account. The table reflects expenses of the Variable Account as
well as of the Individual Funds underlying the Variable Sub-Accounts.
 
                                   FEE TABLE
<TABLE>
<CAPTION>
                                                                                            FIDELITY VARIABLE INSURANCE
                                         ALGER AMERICAN FUND                                      PRODUCTS FUNDS
                      ----------------------------------------------------------    -------------------------------------------
                                        ALGER           ALGER
                         ALGER         AMERICAN       AMERICAN         ALGER
                       AMERICAN       LEVERAGED        MIDCAP         AMERICAN        ASSET          EQUITY        INVESTMENT
                        GROWTH          ALLCAP         GROWTH        SMALL CAP       MANAGER         INCOME        GRADE BOND
                       PORTFOLIO      PORTFOLIO       PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO        PORTFOLIO
                      -----------    ------------    -----------    ------------    ----------    ------------    -------------
<S>                   <C>            <C>             <C>            <C>             <C>           <C>             <C>
SEPARATE ACCOUNT
  ANNUAL EXPENSES
Mortality and
  Expense Risk
  Charge............        1.20%           1.20%          1.20%           1.20%         1.20%           1.20%            1.20%
Administrative
  Expense Charge....        0.10%           0.10%          0.10%           0.10%         0.10%           0.10%            0.10%
Total Separate
  Account Annual
  Expenses..........        1.30%           1.30%          1.30%           1.30%         1.30%           1.30%            1.30%
FUND PORTFOLIO
  ANNUAL EXPENSES
Management Fees.....        0.75%           0.85%          0.80%           0.85%         0.71%           0.51%            0.45%
Other Expenses......        0.10%           0.71%          0.10%           0.07%         0.08%           0.10%            0.14%
Total Fund
  Portfolio Annual
  Expenses..........        0.85%           1.56%(1)       0.90%           0.92%         0.79%(2)        0.61%            0.59%
 
<CAPTION>
 
                         MONEY         HIGH
                        MARKET        INCOME       OVERSEAS
                       PORTFOLIO       FUND        PORTFOLIO
                       ---------    ----------    -----------
<S>                   <C>           <C>           <C>
SEPARATE ACCOUNT
  ANNUAL EXPENSES
Mortality and
  Expense Risk
  Charge............    1.20%            1.20%          1.20%
Administrative
  Expense Charge....    0.10%            0.10%          0.10%
Total Separate
  Account Annual
  Expenses..........    1.30%            1.30%          1.30%
FUND PORTFOLIO
  ANNUAL EXPENSES
Management Fees.....    0.24%            0.60%          0.76%
Other Expenses......    0.09%            0.11%          0.15%
Total Fund
  Portfolio Annual
  Expenses..........    0.33%            0.71%(2)       0.91%
</TABLE>
 
- ------------------------
(1) Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
    is .06% of interest expense. Absent reimbursements, the amounts of Other
    Expenses and Total Fund Expenses would be 3.07% and 3.92% respectively, for
    the Alger American Leveraged AllCap Portfolio.
 
(2) A portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, Total Fund Portfolio Annual Expenses would
    have been 0.81% for the Asset Manager Portfolio, and 0.71% for the High
    Income Portfolio. (note -- there were brokerage commissions paid but it did
    not affect the ratio.)
 
8
<PAGE>
The table does not reflect the deductions for the annual $35 Account Fee,
charges for any Optional Death Benefits selected, or premium tax equivalents.
The information set forth should be considered together with the information
provided in this Prospectus under the heading "Fees and Expenses", and in each
Fund's Prospectus. All expenses are expressed as a percentage of average account
value.
 
<TABLE>
<CAPTION>
      MFS VARIABLE INSURANCE TRUST                      NEUBERGER&BERMAN
- ----------------------------------------          ADVISERS MANAGEMENT TRUST(5)
                                             ---------------------------------------             OCC ACCUMULATION TRUST
   MFS                                                       LIMITED                    -----------------------------------------
  TOTAL          MFS         MFS WORLD                      MATURITY                      GLOBAL
  RETURN      UTILITIES     GOVERNMENTS       BALANCED        BOND        PARTNERS        EQUITY         MANAGED       SMALL CAP
  SERIES       SERIES         SERIES          PORTFOLIO     PORTFOLIO     PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO
- ----------   -----------   -------------     -----------   -----------   -----------    -----------    -----------    -----------
<S>          <C>           <C>               <C>           <C>           <C>            <C>            <C>            <C>
   1.20%         1.20%           1.20%           1.20%         1.20%         1.20%          1.20%          1.20%          1.20%
   0.10%         0.10%           0.10%           0.10%         0.10%         0.10%          0.10%          0.10%          0.10%
   1.30%         1.30%           1.30%           1.30%         1.30%         1.30%          1.30%          1.30%          1.30%
   0.75%         0.75%           0.75%           0.85%         0.65%         0.85%          0.80%          0.80%          0.80%
   0.25%         0.25%           0.25%           0.19%         0.10%         0.30%          0.45%          0.14%          0.20%
   1.00%(3)      1.00%(3)        1.00%(4)        1.04%         0.75%         1.15%          1.25%(6)       0.94%(6)       1.00%(6)
</TABLE>
 
- ------------------------
(3) The 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, 1996, 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 2.02% and 2.77%, respectively, for the
    Total Return Series, and 2.33% and 3.08%, respectively, for the Utility
    Series.
 
(4) The Funds' 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 1.24% and 1.99%, respectively.
 
(5) Neuberger&Berman Advisers Management Trust (the "Trust") is divided into
    portfolios ("Portfolios"), each of which invests all of its net investable
    assets in a corresponding series ("Series") of Advisers Managers Trust.
    Expenses in the table reflect expenses of the Portfolios and include each
    Portfolio's pro rata portion of the operating expenses of each Portfolio's
    corresponding Series. The Portfolios pay Neuberger&Berman Management Inc.
    ("NBMI") an administration fee based on the Portfolios' net asset value.
    Each portfolio's corresponding Series pays NBMI a management fee based on
    the Series' average daily net assets. Accordingly, this table combines
    management fees at the Series level and administration fees at the Portfolio
    level in a unified fee rate. See "Expenses" in the Trust's Prospectus.
 
(6) The annual expenses of the OCC Accumulation Trust Portfolios as of December
    31, 1995 have been restated to reflect new management fee and expense
    limitation arrangements in effect as of May 1, 1996. Effective May 1, 1996,
    the expenses of the Portfolios of the OCC Accumulation Trust are
    contractually limited by OpCap Advisors so that their respective annualized
    operating expenses do not exceed 1.25% of their respective average daily net
    assets. Furthermore, through April 30, 1997, the annualized operating
    expenses of the Managed and Small Cap Portfolios will be voluntarily limited
    by OpCap Advisors so that annualized operating expenses of these Portfolios
    do not exceed 1.00% of their respective average daily net assets. Without
    such voluntary expense limitations, and taking into account the revised
    contractual provisions effective May 1, 1996 concerning management fees and
    expense limitations, the Management Fees, Other Expenses and Total Portfolio
    Annual Expenses incurred for the fiscal year ended December 31, 1995 would
    have been: .80%, .45% and 1.25%, respectively, for the Global Equity
    Portfolio; .80%, .14% and .94%, respectively, for the Managed Portfolio; and
    .80%, .39% and 1.19%, respectively, for the Small Cap Portfolio.
 
                                                                               9
<PAGE>
                    EXAMPLES
 
                    The Contract 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 Small Capitalization Portfolio.....................   $      83    $     114    $     148    $     262
                     Alger Leveraged AllCap Portfolio.........................   $      89    $     133    $     180    $     324
                     Alger MidCap Growth Portfolio............................   $      83    $     113    $     147    $     260
                     Alger Growth Portfolio...................................   $      82    $     112    $     144    $     254
                     Fidelity VIP Equity-Income Portfolio.....................   $      80    $     105    $     132    $     230
                     Fidelity VIP Money Market Portfolio......................   $      77    $      96    $     118    $     200
                     Fidelity VIP High Income Portfolio.......................   $      81    $     108    $     137    $     240
                     Fidelity VIP Overseas Portfolios.........................   $      83    $     114    $     147    $     261
                     Fidelity VIP II Investment Grade Bond Portfolio..........   $      79    $     104    $     131    $     227
                     Fidelity VIP II Asset Manager Portfolio..................   $      81    $     110    $     141    $     248
                     MFS Total Return Series..................................   $      84    $     116    $     152    $     270
                     MFS Utilities Series.....................................   $      84    $     116    $     152    $     270
                     MFS World Governments Series.............................   $      84    $     116    $     152    $     270
                     AMT Balanced Portfolio...................................   $      84    $     118    $     154    $     274
                     AMT Limited Maturity Bond Portfolio......................   $      81    $     109    $     139    $     244
                     AMT Partners Portfolio...................................   $      85    $     121    $     159    $     285
                     OCC Global Equity Portfolio..............................   $      86    $     124    $     164    $     295
                     OCC Managed Portfolio....................................   $      83    $     115    $     149    $     264
                     OCC Small Cap Portfolio..................................   $      84    $     116    $     152    $     270
</TABLE>
 
                    2.  IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
                    ANNUITIZED:
 
<TABLE>
<S>                                                             <C>          <C>          <C>          <C>
                     Alger Small Capitalization Portfolio.....   $      23    $      71    $     122    $     262
                     Alger Leveraged AllCap Portfolio.........   $      30    $      91    $     154    $     324
                     Alger MidCap Growth Portfolio............   $      23    $      71    $     121    $     260
                     Alger Growth Portfolio...................   $      22    $      69    $     119    $     254
                     Fidelity VIP Equity-Income Portfolio.....   $      20    $      62    $     106    $     230
                     Fidelity VIP Money Market Portfolio......   $      17    $      53    $      92    $     200
                     Fidelity VIP High Income Portfolio.......   $      21    $      65    $     112    $     240
                     Fidelity VIP Overseas Portfolios.........   $      23    $      71    $     122    $     261
                     Fidelity VIP II Investment Grade Bond
                      Portfolio...............................   $      20    $      61    $     105    $     227
                     Fidelity VIP II Asset Manager
                      Portfolio...............................   $      22    $      68    $     116    $     248
                     MFS Total Return Series..................   $      24    $      74    $     126    $     270
                     MFS Utilities Series.....................   $      24    $      74    $     126    $     270
                     MFS World Governments Series.............   $      24    $      74    $     126    $     270
                     AMT Balanced Portfolio...................   $      24    $      75    $     128    $     274
                     AMT Limited Maturity Bond Portfolio......   $      21    $      66    $     114    $     244
                     AMT Partners Portfolio...................   $      26    $      78    $     134    $     285
                     OCC Global Equity Portfolio..............   $      27    $      81    $     139    $     295
                     OCC Managed Portfolio....................   $      23    $      72    $     123    $     264
                     OCC Small Cap Portfolio..................   $      24    $      74    $     126    $     270
</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) selected may be applicable.
                    These examples reflect the annual $35 Account Fee as an
                    annual charge of .07% of assets, based upon an anticipated
                    average Annuity Account Value of $50,000.
 
                    THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF
                    PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER
                    OR LESS THAN THOSE SHOWN.
 
10
<PAGE>
CONDENSED FINANCIAL INFORMATION
 
                    The Variable Account commenced operations on April 10, 1995.
                    There follows, for each of the nineteen Variable Account
                    Sub-Accounts available under the Contracts, information
                    regarding the changes in the Accumulation Unit values from
                    date of inception through December 31, 1995 and the number
                    of Accumulation Units outstanding at December 31, 1995:
 
<TABLE>
<CAPTION>
                                                                             (IN DOLLARS)             NUMBER OF
                                                                   --------------------------------  ACCUMULATION
                                                                    ACCUMULATION     ACCUMULATION       UNITS
                                                                   UNIT BEGINNING     UNIT VALUE     OUTSTANDING
                                      SUB-ACCOUNT                       VALUE         AT 12/31/95     12/31/95
                      -------------------------------------------  ---------------  ---------------  -----------
<C>                   <S>                                          <C>              <C>              <C>
                      Alger American Growth Portfolio                     10.00         12.385784       311,649
                      Alger American Leveraged AllCap Portfolio           10.00         13.895178        87,024
                      Alger American MidCap Growth Portfolio              10.00         13.106537       155,535
                      Alger American Small Cap Portfolio                  10.00         13.092181       249,882
                      Fidelity VIP Equity-Income Portfolio                10.00         12.128673       539,741
                      Fidelity VIP Money Market Portfolio                 10.00         10.245402       680,856
                      Fidelity VIP High Income Portfolio                  *                *              *
                      Fidelity VIP Overseas Portfolio                     *                *              *
                      Fidelity VIP II: Asset Manager Portfolio             10.00         11.280365       62,375
                      Fidelity VIP II: Invest Grade Bond
                       Portfolio                                           10.00         10.541110      144,347
                      MFS Total Return Series                              10.00         11.003903      148,985
                      MFS Utilities Series                                 10.00         11.365171       45,129
                      MFS World Governments Series                         10.00         10.277969       33,344
                      AMT Balanced Portfolio                               10.00         10.269633       85,477
                      AMT Limited Maturity Bond Portfolio                  10.00         10.547360      106,840
                      AMT Partners Portfolio                               10.00         12.122020      125,694
                      OCC Global Equity Portfolio                          10.00         11.758951      139,287
                      OCC Managed Portfolio                                10.00         11.143831      486,528
                      OCC Small Cap Portfolio                              10.00         10.855343       58,004
                      * Had not commenced operations as of December 31, 1995
</TABLE>
 
THE COMPANY 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 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
 
                                                                              11
<PAGE>
                    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, account fees, mortality and expense risk
                    charges, administrative expense charges, the cost of any
                    Optional Death Benefit(s) 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 nineteen Sub-Accounts of the Variable Account is
                    invested solely in shares of one of the nineteen 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.
 
                    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 ("Fidelity Trust"), 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-Registered Trademark- Variable Insurance Trust ("MFS
                        Trust"), managed by Massachusetts Financial Services
                        Company and distributed by MFS Fund Distributors, Inc.,
                        500 Boylston Street, Boston, MA 02116;
 
                        Neuberger & Berman Advisers Management Trust ("AMT
                        Trust"), managed and distributed by Neuberger & Berman
                        Management Incorporated, 605 Third Avenue, New York, NY
                        10158-0006;
 
   
                        OCC Accumulation Trust ("OCC Trust"), (formerly Quest
                        for Value Accumulation Trust), managed by OpCap Advisors
                        (formerly Quest for Value Advisors) and distributed by
                        OCC Distributors (formerly 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.
 
12
<PAGE>
                    Four Funds of FIDELITY Trust are available under the
                    Contracts:
                        Equity-Income Portfolio ("Fidelity Equity-Income
                    Portfolio");
                        Money Market Portfolio ("Fidelity Money Market
                    Portfolio");
                        High Income Portfolio ("Fidelity High Income
                    Portfolio");
                        Overseas Portfolio ("Fidelity Overseas Portfolio").
 
                    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 AMT Trust are available under the Contracts:
                        Balanced Portfolio;
                        Limited Maturity Bond Portfolio;
                        Partners Portfolio.
 
                    Three Funds of OCC Trust are available under the Contracts:
                        Global Equity Portfolio;
                        Managed Portfolio;
                        Small Cap Portfolio.
 
                    The investment advisory fees charged the Funds by their
                    advisers are shown in the Fee Table at pages 8 and 9 of this
                    Prospectus.
 
                    There follows a brief description of the investment
                    objective and program of each Fund. There can be no
                    assurance that any of the stated investment objectives will
                    be achieved.
 
                    ALGER AMERICAN GROWTH PORTFOLIO (Large Cap Stocks): 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.
 
                    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO (Large Cap
                    Stocks): 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 (Small Cap Stocks):
                    Seeks long-term capital appreciation by investing in a
                    diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the S & P MidCap 400 Index.
 
                    ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO (Small Cap
                    Stocks): Seeks long-term capital appreciation by investing
                    in a diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the Russell 2000 Growth Index.
 
                    FIDELITY ASSET MANAGER PORTFOLIO (Balanced or Total Return):
                    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 INVESTMENT GRADE BOND PORTFOLIO (Fixed Income -
                    Intermediate Term Bonds): 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.
 
                                                                              13
<PAGE>
                    FIDELITY EQUITY-INCOME PORTFOLIO (Large Cap Stocks): Seeks
                    reasonable income by investing primarily in income-producing
                    equity securities, with some potential for capital
                    appreciation, seeking a yield that exceeds the composite
                    yield on the securities comprising the Standard and Poor's
                    Composite Index of 500 Stocks.
 
                    FIDELITY MONEY MARKET PORTFOLIO (Money Market): 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.
 
                    FIDELITY HIGH INCOME PORTFOLIO (High Yield Bonds): Seeks
                    high current income by investing mainly in high yielding
                    debt securities, with an emphasis on lower quality
                    securities.
 
                    FIDELITY OVERSEAS PORTFOLIO (International Equity): Seeks
                    long term growth of capital by investing mainly in foreign
                    securities.
 
                    MFS TOTAL RETURN SERIES (Balanced or Total Return): Seeks
                    primarily to obtain above-average income, (compared to a
                    portfolio invested entirely 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 (Specialty): Seeks capital growth and
                    current income (income above that available from a portfolio
                    invested entirely in equity securities) by investing, under
                    normal circumstances, at least 65% of its assets in equity
                    and debt securities of utility companies.
 
                    MFS WORLD GOVERNMENTS SERIES (International Fixed Income):
                    Seeks not only preservation, but also growth, of capital
                    together with moderate current income through a
                    professionally managed, internationally diversified
                    portfolio consisting primarily of debt securities and to a
                    lesser extent equity securities.
 
                    AMT BALANCED PORTFOLIO (Balanced or Total Return): Seeks
                    long-term capital growth and reasonable current income
                    without undue risk to principal.
 
                    AMT LIMITED MATURITY BOND PORTFOLIO (Short-Term Bonds):
                    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 (Large Cap Stocks): Seeks capital
                    growth. Invests primarily in common stocks of established
                    companies, using the value-oriented investment approach. The
                    Portfolio seeks capital growth through an investment
                    approach that is designed to increase capital with
                    reasonable risk. Its investment program seeks securities
                    believed to be undervalued based on strong fundamentals such
                    as low price-to-earnings ratios, consistent cash flow, and
                    support from asset values.
 
                    OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
                    long-term capital appreciation through a global investment
                    strategy primarily involving equity securities.
 
                    OCC MANAGED PORTFOLIO (Balanced or Total Return): 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.
 
                    OCC SMALL CAP PORTFOLIO (Small Cap Stocks): Seeks capital
                    appreciation through investments in a diversified portfolio
                    of equity securities of companies with market
                    capitalizations of under $1 billion.
 
                    The AMT Partners Portfolio, Fidelity Equity-Income
                    Portfolio, Fidelity Asset Manager Portfolio, Fidelity High
                    Income Portfolio, Fidelity Overseas Portfolio, MFS Total
                    Return
 
14
<PAGE>
                    Series, MFS Utilities Series, MFS World Governments Series,
                    OCC Global Equity Portfolio, OCC Managed Portfolio, and the
                    OCC Small Cap Portfolio funds may invest in non-investment
                    grade, high yield, high-risk debt securities (commonly
                    referred to as "junk bonds"), as detailed in the individual
                    Fund prospectuses.
 
                    GENERAL
 
                    There is no assurance that the investment objective of any
                    of the Funds will be met. Contract 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. Contract 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. Shareholder votes
                    take place whenever state law or the 1940 Act so require,
                    for example on certain elections of Board of Trustees, the
                    initial approval of investment advisory contracts and
                    changes in investment objectives and fundamental investment
                    policies.
 
                    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 Contract 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.
 
                                                                              15
<PAGE>
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 Contract 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 Qualified Plans. The Company reserves the
                    right to decline any application or order to purchase or
                    Premium Payment. A Premium Payment in excess of $1 million
                    requires preapproval by the Company.
                    The Company may, at its sole discretion, offer special
                    premium payment programs
                    and/or waive the minimum payment requirements.
 
                    The Contract 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 Contract 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 Annuity &
                    Variable Life Services Center. A change will be effective
                    for payments received on or after receipt of the written
                    notice of change.
 
                    Any Premium Payment at the time of any allocation may be
                    allocated to a single or multiple sub-accounts in whole
                    percentages (i.e. 12%). No allocation can be made which
                    would result in a Variable Account Sub-Account of less than
                    $50 or a Fixed Account Sub-Account value of less than
                    $2,500. Further, at this time, no more than 18 Fixed Account
                    and Variable Account Sub-Accounts may be opened during the
                    life of the Contract. The Company may expand this number at
                    a future date.
 
                    The Company may, at its sole discretion, waive minimum
                    premium allocation requirements or minimum Variable Account
                    Sub-Account requirements.
 
                    For initial Premium Payments, if the application or order to
                    purchase 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 or order to purchase 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 or
                    order to
 
16
<PAGE>
                    purchase 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 or order to purchase 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.
 
                    OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS
 
                    The Contract Owner may elect to enroll in either of the
                    following programs. However, both programs cannot be in
                    effect at the same time.
 
                    DOLLAR COST AVERAGING
 
                    Dollar Cost Averaging is a program which, if elected by the
                    Contract Owner, systematically allocates specified dollar
                    amounts from the Money Market Sub-Account or the One-Year
                    Fixed Account Sub-Account to one or more of the Contract's
                    Variable Account Sub-Account at regular intervals as
                    selected by the Contract Owner. By allocating on a regularly
                    scheduled basis as opposed to allocating the total amount at
                    one particular time, an Owner may be less susceptible to the
                    impact of market fluctuations.
 
                    Dollar Cost Averaging may be selected by establishing a
                    Money Market Sub-Account of at least $1,000 or the One-Year
                    Fixed Account Sub-Account value of at least $2,500. The
                    minimum amount per month to allocate is $50 (subject to the
                    18 Sub-Account limitation described under "Allocation of
                    Premium Payments" above). Enrollment in this program may
                    occur at any time by calling the Annuity & Variable Life
                    Services Center or by providing the information requested on
                    the Dollar Cost Averaging election form to the Company and
                    ensuring that sufficient value is in the Money Market
                    Sub-Account or the One-year Fixed Account Sub-Account.
                    Transfers to any Fixed Account Sub-Account or from a Fixed
                    Account Sub-Account other than the One-Year Fixed Account
                    Sub-Account are not permitted under Dollar Cost Averaging.
                    The Company may, at its sole discretion, waive Dollar Cost
                    Averaging minimum deposit and transfer requirements.
 
                    Dollar Cost Averaging will terminate when any of the
                    following occurs: (1) the number of designated transfers has
                    been completed; (2) the value of the Money Market Sub-
                    Account or the One-Year Fixed Sub-Account is insufficient to
                    complete the next transfer; (3) the Owner requests
                    termination by telephone or in writing and such request is
                    received at least one week prior to the next scheduled
                    transfer date to take effect that month; or (4) the Contract
                    is surrendered.
 
                    The Dollar Cost Averaging program 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.
 
                    AUTOMATIC REBALANCING
 
                    Automatic Rebalancing is an option which, if elected by the
                    Contract Owner, periodically restores to a pre-determined
                    level the percentage of Contract Value allocated to each
                    Variable Account Sub-Account (e.g. 20% Money Market, 50%
                    Growth, 30% Utilities). This pre-determined level will be
                    the allocation initially selected when the Contract was
                    purchased, unless subsequently changed. The Automatic
                    Rebalancing allocation may be changed at any time by
                    submitting a request to the Company.
 
                                                                              17
<PAGE>
                    If Automatic Rebalancing is elected, all Net Premium
                    Payments allocated to the Variable Account Sub-Accounts must
                    be subject to Automatic Rebalancing. The Fixed Account
                    Sub-Account is not available for Automatic Rebalancing.
 
                    Automatic Rebalancing may take place on either a quarterly,
                    semi-annual or annual basis, as selected by the Owner. Once
                    the rebalancing option is activated, any Variable Account
                    Sub-Account transfers executed outside of the rebalancing
                    option will terminate the Automatic Rebalancing option. Any
                    subsequent premium payment or withdrawal that modifies the
                    net account balance within each Variable Account Sub-Account
                    may also cause termination of the Automatic Rebalancing
                    option. Any such termination will be confirmed to the Owner.
                    The Owner may terminate the Automatic Rebalancing option or
                    re-enroll at any time by calling or writing the Annuity &
                    Variable Life Services Center.
 
                    The Automatic Rebalancing program may not be active
                    following the Annuity Date. There is no current charge for
                    Automatic Rebalancing but the Company reserves the right to
                    charge for this program.
 
                    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 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.
 
18
<PAGE>
                    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:
 
                    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 withdrawn or 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
                    and 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.
 
                    A Contract 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 on withdrawals from Premium Payments
                    which have been held under the Contract for more than seven
                    (7) Contract Years or from 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.
 
                                                                              19
<PAGE>
                    Commissions will be paid to broker-dealers who sell the
                    Contracts. Total allowances, up to an amount equal to 6.50%
                    of Premium Payments, will be made 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.
 
                    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 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.
 
                    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 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.
 
                    ACCOUNT FEE
 
                    The Company deducts an annual 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 Account Fee will be prorated at
                    the time of surrender or annuitization. On and after the
                    Annuity Date, the 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 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.
 
20
<PAGE>
                    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.
 
                    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.
 
                    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.
 
                    TRANSFER FEE
 
                    Prior to the Annuity Date, a Contract 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 $10 per transfer.
                    Prescheduled automatic Dollar Cost Averaging or Automatic
                    Rebalancing 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.
 
                    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
 
                                                                              21
<PAGE>
                    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 7th, 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 Annuity & Variable Life Services 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 may 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 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.
 
22
<PAGE>
                    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
                     91+.....................................     400.00     380.00     390.00
</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
                    57. 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 Annuity
                    Account Values for any Optional Death Benefit. (See Appendix
                    1).
 
OTHER CONTRACT FEATURES
 
                    OWNERSHIP
 
                    The Contract Owner has all rights and may receive all
                    benefits under the Contract. The Contract Owner may change
                    the Contract Owner at any time. If the Contract 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 Contract 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 Annuity & Variable
                    Life Services Center. The change will become effective as of
                    the date the written request is signed. A new designation of
                    Contract Owner will not apply to any payment made or action
                    taken by the Company prior to the time it was received. Any
                    Optional Death Benefit in effect at the time of a change of
                    ownership will remain in effect. The cost of the 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.
 
                                                                              23
<PAGE>
                    ASSIGNMENT
 
                    The Contract 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 Annuity & Variable Life Services 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 Annuity & Variable Life
                    Services 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 Contract Owner may change a Beneficiary by filing a
                    written request with the Company at its Annuity & Variable
                    Life Services 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 Annuity & Variable Life
                    Services Center after the Annuitant or Contract 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 90 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 Contract Owner may transfer
                    all or part of the Annuity Account Value in a Sub-Account to
                    another Sub-Account without the imposition of any fee or
                    charge if there have been no more than 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 --
                    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 Contract Owner may make up to three
                    transfers between Variable Sub-Accounts in any Contract
                    Year.
 
24
<PAGE>
                    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 $50 per
                       Variable Account Sub-Account; or (ii) the Contract
                       Owner's entire interest in the Sub-Account. The Company,
                       at its sole discretion may waive these minimum
                       requirements.
                    C. No partial transfer will be made if the Contract Owner's
                       remaining Contract Value in the Sub-Account will be less
                       than $100.
                    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
                       are not 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.
                    K. The Company reserves the right to reject any premium
                       allocation or transfer which would cause the Fixed
                       Account Sub-Account values in aggregate to exceed then
                       current Company limits.
 
                    Transfers between Sub-Accounts may be made by calling or
                    writing the Annuity & Variable Life Services Center.
                    Transfer requests must be received prior to 4:00 Eastern
                    Time in order to be effective that day.
 
                    PROCEDURES FOR TELEPHONE TRANSFERS
 
                    Owners may effect telephone transfers by calling the Annuity
                    & Variable Life Services Center.
 
                    The Company will take the following procedures to confirm
                    that instructions communicated by telephone are genuine.
                    Before a service representative accepts any request, the
                    caller will be asked for specific information to validate
                    the request. All calls will be recorded. All transactions
                    performed will be confirmed by the Company in writing. The
                    Company is not liable for any loss, cost or expense for
                    acting on telephone instructions which are believed to be
                    genuine in accordance with these procedures.
 
                    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
                    Contract Owner, allow the surrender or partial withdrawal of
                    all or a portion of the Contract for its Surrender Value.
                    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
 
                                                                              25
<PAGE>
                    total Annuity Account Value, unless the Contract 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 withdrawals from Contracts. (See
                    "Tax Matters.") Contract Owners should consult their own tax
                    counsel or other tax adviser regarding any surrenders and
                    partial withdrawals.
 
                    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 Account Fee;
                    C. any applicable Contingent Deferred Sales Charge; and
                    D. any applicable accrued charges for the Optional Death
                       Benefit(s)
                    and for partial withdrawals, by the sum of 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 Contract 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.
 
                    DEATH OF THE CONTRACT OWNER BEFORE THE ANNUITY DATE
 
                    In the event of death of the Contract 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 an Optional Death Benefit is
                    selected and in effect, 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
 
26
<PAGE>
                    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.
 
                    Payment amounts may vary with their frequency and duration
                    (see "Annuity Provisions -- Annuity Options"). To the extent
                    that the Beneficiary elects a variable payment option, the
                    Beneficiary will bear the investment risk associated with
                    the performance of the underlying Fund(s) in which the
                    relevant Variable Sub-Account invest(s).
 
                    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 Contract Owner, the Contract
                    Owner, if a natural person, may designate a new Annuitant.
                    Unless and until one is designated, the Contract Owner will
                    be the Annuitant. If the Contract Owner is not a natural
                    person, then the death benefit, valued as described in
                    "Death of the Contract Owner before the Annuity Date", is
                    paid on due proof of 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
 
                                                                              27
<PAGE>
                    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,
                    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 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 Contract Owner selects an Annuity Date at the time of
                    application or order to purchase. The Contract Owner may,
                    upon at least forty-five (45) 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 Contract Owner may, upon at least forty-five (45) 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 Contract
                    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.
 
28
<PAGE>
                    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.
 
                    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. Each
                    annuity payment will be less if payments are to be made more
                    frequently or for longer periods of time.
 
                    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.
 
                                                                              29
<PAGE>
                    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.
 
                    After the Annuity Date, the payee may, by written request to
                    the Annuity & Variable Life Services 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.
 
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.
 
30
<PAGE>
                    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 Premium 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 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.
 
                    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 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
 
                                                                              31
<PAGE>
                    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, 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. 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.
 
                    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
 
32
<PAGE>
                    ("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.
 
                    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.
 
DISTRIBUTION OF THE CONTRACTS
 
                    CIGNA Financial Advisors, Inc. ("CFA"), located at 900
                    Cottage Grove Road, Bloomfield, CT 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 and
                    a member of the National Association of Securities Dealers
                    (NASD), is a wholly-
 
                                                                              33
<PAGE>
                    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 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 Contract 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 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 Account Fee for the applicable time
                    period. Contract 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 Contract 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
 
34
<PAGE>
                    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 MATTERS
 
                    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. A Contract Owner is not taxed on increases in the
                    value of a Contract until distribution occurs, either in the
                    form of a lump sum payment or as annuity payments under the
                    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. Contract 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.
 
                                                                              35
<PAGE>
                    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 Contract Owner with respect to
                    earnings allocable to the Contract prior to the receipt of
                    payments under the Contract. The Code contains a safe harbor
                    provision which provides that annuity contracts such as the
                    Contracts meet the diversification requirements if, as of
                    the end of each quarter, the underlying assets meet the
                    diversification standards for a regulated investment company
                    and no more than fifty-five percent (55%) of the total
                    assets consist of cash, cash items, U.S. government
                    securities and securities of other regulated investment
                    companies.
 
                    The  Treasury  Department  issued  regulations  (Treas. Reg.
                    1.817-5) which established diversification requirements  for
                    the investment portfolios underlying variable contracts such
                    as    the   Contracts.    The   regulations    amplify   the
                    diversification  requirements  for  variable  contracts  set
                    forth  in the  Code and provide  an alternative  to the safe
                    harbor provision described above. Under the regulations,  an
                    investment  portfolio will be  deemed adequately diversified
                    if: (1) no more than 55% of the value of the total assets of
                    the portfolio is represented by  any one investment; (2)  no
                    more  than  70% of  the  value of  the  total assets  of the
                    portfolio is represented by any two investments; (3) no more
                    than 80% of the value of  the total assets of the  portfolio
                    is  represented by  any three  investments; and  (4) no more
                    than 90% of the value of  the total assets of the  portfolio
                    is represented by any four investments.
 
                    The Code provides that for purposes of determining whether
                    or not the diversification standards imposed on the
                    underlying assets of variable contracts by Section 817(h) of
                    the Code have been met, "each United States government
                    agency or instrumentality shall be treated as a separate
                    issuer."
 
                    The Company intends, 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 Contract 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
 
36
<PAGE>
                    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 contract owner by one company or its affiliates are
                    treated as one annuity contract for purposes of determining
                    the tax consequences of any distribution. Such treatment may
                    result in adverse tax consequences, including more rapid
                    taxation of the distributed amounts from such combination of
                    contracts. Contract Owners should consult a tax adviser
                    prior to purchasing more than one nonqualified annuity
                    contract in any single calendar year.
 
                    TAX TREATMENT OF ASSIGNMENTS
 
                    An assignment or pledge of a Contract may be a taxable
                    event. Contract Owners should therefore consult competent
                    tax advisers should they wish to assign their Contracts.
 
                    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.
 
                                                                              37
<PAGE>
                    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 Contract Owner (or, if the Contract 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. Contract Owners, Annuitants and
                    Beneficiaries are cautioned that benefits under a Qualified
                    Plan may be subject to the terms and conditions of the plan
                    regardless of the terms and conditions of the Contracts
                    issued pursuant to the plan. 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 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.
 
38
<PAGE>
                    SECTION 403() Plans
 
                    Under Section 403(b) of the Code, payments made by public
                    school systems and certain tax exempt organizations to
                    purchase annuity policies for their employees are excludable
                    from the gross income of the employee, subject to certain
                    limitations. However, such payments may be subject to FICA
                    (Social Security) taxes. Additionally, in accordance with
                    the requirements of the Code, Section 403(b) annuities
                    generally may not permit distribution of (i) elective
                    contributions made in years beginning after December 31,
                    1988, and (ii) earnings on those contributions and (iii)
                    earnings on amounts attributed to elective contributions
                    held as of the end of the last year beginning before January
                    1, 1989. Distributions of such amounts will be allowed only
                    upon the death of the employee, on or after attainment of
                    age 59 1/2, separation from service, disability, or
                    financial hardship, except that income attributable to
                    elective contributions may not be distributed in the case of
                    hardship.
 
                    INDIVIDUAL RETIREMENT ANNUITIES
 
                    Sections 219 and 408 of the Code permit individuals or their
                    employers to contribute to an individual retirement program
                    known as an "Individual Retirement Annuity" or an "IRA".
                    Individual Retirement Annuities are subject to limitation on
                    the amount which may be contributed and deducted and the
                    time when distributions may commence. In addition,
                    distributions from certain other types of qualified plans
                    may be placed into an Individual Retirement Annuity on a
                    tax-deferred basis.
 
                    CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS
 
                    Section 401(a) and 403(a) of the Code permit corporate
                    employers to establish various types of retirement plans for
                    employees and self-employed individuals to establish
                    qualified plans for themselves and their employees. Such
                    retirement plans may permit the purchase of the Contracts to
                    provide benefits under the plans.
 
                    DEFERRED COMPENSATION PLANS
 
                    Section 457 of the Code, while not actually providing for a
                    qualified plan as that term is normally used, provides for
                    certain deferred compensation plans with respect to service
                    for state governments, local governments, political
                    sub-divisions, agencies, instrumentalities and certain
                    affiliates of such entities and tax exempt organizations
                    which enjoy special treatment. The Contracts can be used
                    with such plans. Under such plans a participant may specify
                    the form of investment in which his or her participation
                    will be made. All such investments, however, are owned by,
                    and are subject to, the claims of the general creditors of
                    the sponsoring employer.
 
                    The above description of federal income tax consequences
                    pertaining to the different types of Qualified Plans that
                    may be funded by the Contracts is only a brief summary and
                    is not intended as tax advice. The rules governing the
                    provisions of Qualified Plans are extremely complex and
                    often difficult to comprehend. 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.
 
                                                                              39
<PAGE>
                    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 Contract 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, 1995 and 1994 and for each of the three years in the
                    period ended December 31, 1995 are included in the Statement
                    of Additional Information. Also included are audited
                    financial statements for the Variable Account, which
                    commenced operations April 10, 1995, as of and for the
                    periods (as defined in the financial statements) ended
                    December 31, 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.
 
40
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
 
A Statement of Additional Information which contains more details concerning
some subjects discussed in this Prospectus is available (at no cost) by calling
or writing the Annuity & Variable Life Services Center. 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
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
 
<CAPTION>
               TABLE OF CONTENTS                     PAGE
<S>                                               <C>
ACCOUNT INFORMATION.............................           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
  Connecticut General Life Insurance Company....          11
  CG Variable Annuity Separate Account II.......          33
</TABLE>
 
                                                                              41
<PAGE>
APPENDIX 1
 
                                ILLUSTRATION OF
                        COST OF OPTIONAL DEATH BENEFITS
- --------------------------------------------------------------------------------
                               SIMPLIFIED EXAMPLE
 
Contract Owner:     Mrs. Smith, female, age 57
Death Benefit Choice: D (annual step-up)
 
<TABLE>
<CAPTION>
                                           GUARANTEED
                                           DEATH
DATE                ACCOUNT VALUE*         BENEFIT       AMOUNT AT RISK
- ---------------------------------------------------------------------------------------------
<S>                 <C>                    <C>           <C>                        <C>
May 15, Year 1      $30,000                    $30,000   $0.00
(New contract --
date policy is in
force)
- ---------------------------------------------------------------------------------------------
May 15, Year 2      $40,000                    $40,000   $0.00
(First contract                                 (Death
anniversary)                                   benefit
                                            steps up.)
- ---------------------------------------------------------------------------------------------
June 15, Year 2     $30,000                    $40,000   Guar. Death Bene. equals:    $40,000
(Last day of        (Market correction                   Account Value equals:       -$30,000
month. Account is   has occurred. Account                AMOUNT AT RISK EQUALS:      --------
assessed for death  value has fallen                     (Owner WILL be charged       $10,000
benefit charges.)   below guaranteed                     for death benefit this
                    death benefit.)                      month.)
- ---------------------------------------------------------------------------------------------
July 15, Year 2     $40,000                    $40,000   Guar. Death Bene. equals:    $40,000
(One month later.)  (Market recovers.                    Account Value equals:       -$40,000
                    Account value has                    AMOUNT AT RISK EQUALS:      --------
                    increased.)                          (Owner will NOT be             $0.00
                                                         charged for death benefit
                                                         this month.)
- ---------------------------------------------------------------------------------------------
</TABLE>
 
In  the case shown above, the Amount at Risk on June 15, Yr. 2 would be $10,000.
Now refer to the  chart below, also found  on page 23 of  this prospectus. A  57
year  old female will  pay $8.34 per  thousand of Amount  at Risk. 10  X $8.34 =
$83.40. That amount is an  annual charge. It is divided  by 12 to determine  the
monthly charge of $6.95.
 
In the example above, no Amount at Risk exists on July 15, Yr. 2. The Owner will
NOT be charged for a death benefit that month. However a market recovery in June
will  not affect a death benefit charge  already accrued for May. That charge is
fixed and will appear on the Owner's annual statement at the end of the Contract
Year.
 
<TABLE>
<CAPTION>
                                                 COST OF OPTIONAL DEATH BENEFIT(S)
                                                       ACTUAL 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
91+............................................      400.00      380.00      390.00
</TABLE>
 
*After $35 Account Fee is applied.
 
42
<PAGE>
      [LOGO]
 
                                                                   537401 (5/96)
<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         ANNUITY & VARIABLE LIFE SERVICES CENTER: ROUTING S-249
                             HARTFORD, CT 06152 - 2249
                             (800) (552-9898)
</TABLE>
 
- --------------------------------------------------------------------------------
 
        FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS - NEW YORK
- --------------------------------------------------------------------------------
 
    The  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 Matters --  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 nineteen  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, Money Market Portfolio; High
Income  Portfolio and  Overseas Portfolio; Fidelity  Variable Insurance Products
Fund II  --  Investment  Grade  Bond  Portfolio  and  Asset  Manager  Portfolio;
MFS-Registered  Trademark- 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; OCC  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" dated May 1, 1996, available at no charge by calling or
writing the Company's Annuity  & Variable Life Services  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: MAY 1, 1996
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
DEFINITIONS....................................          3
HIGHLIGHTS.....................................          5
FEES AND EXPENSES..............................          7
CONDENSED FINANCIAL INFORMATION................         11
THE COMPANY AND THE VARIABLE ACCOUNT...........         11
THE FUNDS......................................         12
  General......................................         15
  Substitution of Securities...................         15
  Voting Rights................................         15
PREMIUM PAYMENTS AND
 CONTRACT VALUE................................         16
  Premium Payments.............................         16
  Allocation of Premium Payments...............         16
  Optional Variable Account Sub-Account
   Allocation Programs.........................         17
    Dollar Cost Averaging......................         17
    Automatic Rebalancing......................         17
  Contract Value...............................         18
  Accumulation Unit............................         18
CHARGES AND DEDUCTIONS.........................         19
  Contingent Deferred Sales Charge (Sales
   Load).......................................         19
  Mortality and Expense Risk Charge............         20
  Administrative Expense Charge................         20
  Account Fee..................................         20
  Premium Tax Equivalents......................         21
  Income Taxes.................................         21
  Fund Expenses................................         21
  Transfer Fee.................................         21
OTHER CONTRACT FEATURES........................         21
  Ownership....................................         21
  Assignment...................................         22
  Beneficiary..................................         22
  Change of Beneficiary........................         22
  Annuitant....................................         22
  Transfer of Contract Values between
   Sub-Accounts................................         22
  Procedures for Telephone Transfers...........         23
  Surrenders and Partial Withdrawals...........         23
  Delay of Payments and Transfers..............         24
  Death of the Owner before the
   Annuity Date................................         24
  Death of the Annuitant before the Annuity
   Date........................................         25
 
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
 
  Death of the Annuitant after the
   Annuity Date................................         25
  Change in Operation of Variable Account......         25
  Modification.................................         26
  Discontinuance...............................         26
ANNUITY PROVISIONS.............................         26
  Annuity Date; Change in Annuity Date and
   Annuity Option..............................         26
  Annuity Options..............................         26
  Fixed Options................................         27
  Variable Options.............................         27
  Evidence of Survival.........................         28
  Endorsement of Annuity Payment...............         28
THE FIXED ACCOUNT..............................         28
  Market Value Adjustment......................         31
DISTRIBUTION OF THE CONTRACTS..................         32
PERFORMANCE DATA...............................         32
  Money Market Sub-Account.....................         32
  Other Variable Account Sub-Accounts..........         32
  Performance Ranking or Rating................         33
TAX MATTERS....................................         33
  General......................................         33
  Diversification..............................         34
  Distribution Requirements....................         35
  Multiple Contracts...........................         35
  Tax Treatment of Assignments.................         35
  Withholding..................................         35
  Section 1035 Exchanges.......................         35
  Tax Treatment of Withdrawals -- Non-Qualified
   Contracts...................................         36
  Qualified Plans..............................         36
  Section 403(b) Plans.........................         36
  Individual Retirement Annuities..............         37
  Corporate Pension and Profit-Sharing Plans
   and H.R. 10 Plans...........................         37
  Deferred Compensation Plans..................         37
  Tax Treatment of Withdrawals -- Qualified
   Contracts...................................         37
FINANCIAL STATEMENTS...........................         38
LEGAL PROCEEDINGS..............................         38
TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION........................         38
APPENDIX I.....................................         39
  Separate Account Annual Expenses for New York
   Contracts Issued Before May 1, 1996.........         39
</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 & VARIABLE LIFE SERVICES 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, Annuity & Variable Life
                    Services Center, Routing S-249, Hartford, CT 06152-2249.
 
                    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., the 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 -- Equity-Income Portfolio,
                    Money Market Portfolio, High Income Portfolio and
 
                                                                               3
<PAGE>
                    Overseas Portfolio; Fidelity Variable Insurance Products
                    Fund II -- Investment Grade Bond Portfolio and Asset Manager
                    Portfolio; MFS-Registered Trademark- 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; OCC Accumulation
                    Trust -- Global Equity Portfolio, Managed Portfolio and
                    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 Annuity & Variable Life
                    Services Center.
 
                    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 order to purchase or otherwise, unless later changed, as
                    having all ownership rights under the Contract; is the
                    Certificate Owner under a group contract.
 
                    PAYEE: A recipient of payments under the Contract.
 
                    PREMIUM PAYMENT: Any amount paid to the Company cleared in
                    good funds as consideration for the benefits provided by the
                    Contract. 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.
 
                    SEVENTH YEAR ANNIVERSARY: The seventh Contract Anniversary
                    and each succeeding Contract Anniversary occurring at any
                    seven year interval thereafter, for example, the 7th, 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 adjustment,
                    contract fees, and 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.
 
4
<PAGE>
                    SURRENDER DATE: The date the Company processes the Owner's
                    election to surrender the Contract or to receive a partial
                    withdrawal.
 
                    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.
 
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. Inquiries about the Contracts may be made to the
                    Company's Annuity & Variable Life Services Center.
 
                    The Contract may be returned within 10 days after it is
                    received longer in some states. 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. This may be
                    more or less than the Premium Payment. 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 or order to purchase, 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, only 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.
 
                                                                               5
<PAGE>
                    The Contingent Deferred Sales Charge is found in the fee
                    table (See "Charges and Deductions -- 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 surrenders, withdrawals or
                    transfers from the Fixed Account portion of the Contract.
 
                    There is a Mortality and Expense Risk Charge which is equal,
                    on an annual basis, to 1.25%* 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 -- Mortality and
                    Expense Risk Charge").
 
                    There is an Administrative Expense Charge which is equal, on
                    an annual basis, to 0.15%* of the average daily net assets
                    of the Variable Account (See "Charges and Deductions --
                    Administrative Expense Charge").
 
                    There is an annual Account Fee of $30 unless the Annuity
                    Account Value equals or exceeds $100,000 at the end of the
                    Contract Year (See "Charges and Deductions -- Account Fee").
 
                    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 -- Premium
                    Taxes").
 
                    Under certain circumstances there may be assessed a $10
                    transfer fee when a Owner transfers Annuity Account Values
                    from one Sub-Account to another (See "Charges and Deductions
                    -- 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 Matters -- Tax
                    Treatment of Withdrawals -- Qualified Contracts.") For a
                    further discussion of the taxation of the Contracts, see
                    "Tax Matters."
 
                    * (For New York Contracts issued before May 1, 1996, see
                    Appendix I.)
 
                    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
 
6
<PAGE>
                    time the Premium Payment was allocated, the application of
                    the Market Value Adjustment will generally result in a lower
                    payment upon surrender or transfer. It is not applied
                    against a surrender or transfer taking place at the end of
                    the Guaranteed Period.
 
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, only 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 twelve transfers during a Contract Year.
                 Pre-scheduled automatic dollar cost averaging or automatic
                   rebalancing transfers are not counted.
</TABLE>
 
<TABLE>
<S>              <C>                   <C>                   <C>
                 Account Fee.........  $30 per Contract Year
 
                 - Waived if Annuity Account Value at the end of the Contract Year is $100,000 or
                 more.
</TABLE>
 
                    VARIABLE ACCOUNT ANNUAL EXPENSES
 
<TABLE>
<S>                                              <C>          <C>
                     (as a percentage of average account
                     value)
                     Mortality and Expense Risk Charge......        1.25%*
                     Administrative Expense Charge..........        0.15%*
                                                                  ---
                     Total Variable Account Annual                  1.40%*
                     Expenses...............................
</TABLE>
 
                    * For New York Contracts issued before May 1, 1996, see
                    Appendix I.
 
                                                                               7
<PAGE>
EXPENSE DATA
 
The purpose of the following Table is to help Purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by Purchasers assuming that all Premium Payments are allocated to
the Variable Account. The table reflects expenses of the Variable Account as
well as of the Individual Funds underlying the Variable Sub-Accounts.
 
                                   FEE TABLE
<TABLE>
<CAPTION>
                                                                                 FIDELITY VARIABLE INSURANCE
                              ALGER AMERICAN FUND                                      PRODUCTS FUNDS
           ----------------------------------------------------------    -------------------------------------------
                             ALGER           ALGER
              ALGER         AMERICAN       AMERICAN         ALGER
            AMERICAN       LEVERAGED        MIDCAP         AMERICAN        ASSET          EQUITY        INVESTMENT
             GROWTH          ALLCAP         GROWTH        SMALL CAP       MANAGER         INCOME        GRADE BOND
            PORTFOLIO      PORTFOLIO       PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO        PORTFOLIO
           -----------    ------------    -----------    ------------    ----------    ------------    -------------
<S>        <C>            <C>             <C>            <C>             <C>           <C>             <C>
SEPARATE
  ACCOUNT
  ANNUAL
 EXPENSES
Mortality
  and
  Expense
  Risk
  Charge*...       1.25%         1.25%          1.25%           1.25%         1.25%           1.25%            1.25%
Administrative
  Expense
  Charge*...       0.15%         0.15%          0.15%           0.15%         0.15%           0.15%            0.15%
Total
 Separate
  Account
  Annual
  Expenses*..       1.40%        1.40%          1.40%           1.40%         1.40%           1.40%            1.40%
FUND
PORTFOLIO
  ANNUAL
 EXPENSES
Management
  Fees...        0.75%           0.85%          0.80%           0.85%         0.71%           0.51%            0.45%
Other
Expenses...       0.10%          0.71%          0.10%           0.07%         0.08%           0.10%            0.14%
Total
  Fund
Portfolio
  Annual
  Expenses...       0.85%        1.56%(1)       0.90%           0.92%         0.79%(2)        0.61%            0.59%
 
<CAPTION>
 
              MONEY         HIGH
             MARKET        INCOME       OVERSEAS
            PORTFOLIO       FUND        PORTFOLIO
            ---------    ----------    -----------
<S>        <C>           <C>           <C>
SEPARATE
  ACCOUNT
  ANNUAL
 EXPENSES
Mortality
  and
  Expense
  Risk
  Charge*    1.25%            1.25%          1.25%
Administr
  Expense
  Charge*    0.15%            0.15%          0.15%
Total
 Separate
  Account
  Annual
  Expense    1.40%            1.40%          1.40%
FUND
PORTFOLIO
  ANNUAL
 EXPENSES
Managemen
  Fees...    0.24%            0.60%          0.76%
Other
Expenses.    0.09%            0.11%          0.15%
Total
  Fund
 
Portfolio
  Annual
 
  Expense    0.33%            0.71%(2)       0.91%
</TABLE>
 
- ------------------------
 
 *  For New York Contracts issued before May 1, 1996, see Appendix I.
 
(1) Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
    is .06% of interest expense. Absent reimbursements, the amounts of Other
    Expenses and Total Fund Expenses would be 3.07% and 3.92% respectively, for
    the Alger American Leveraged AllCap Portfolio.
 
(2) A portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, Total Fund Portfolio Annual Expenses would
    have been 0.81% for the Asset Manager Portfolio and 0.71% for the High
    Income Portfolio. (note -- there were brokerage commissions paid but it did
    not affect the ratio.)
 
8
<PAGE>
The table does not reflect the deductions for the annual $30 Account Fee. The
information set forth should be considered together with the information
provided in this Prospectus under the heading "Fees and Expenses", and in each
Fund's Prospectus. All expenses are expressed as a percentage of average account
value.
 
<TABLE>
<CAPTION>
      MFS VARIABLE INSURANCE TRUST                      NEUBERGER&BERMAN
- ----------------------------------------          ADVISERS MANAGEMENT TRUST(5)
                                             ---------------------------------------             OCC ACCUMULATION TRUST
   MFS                                                       LIMITED                    -----------------------------------------
  TOTAL          MFS         MFS WORLD                      MATURITY                      GLOBAL
  RETURN      UTILITIES     GOVERNMENTS       BALANCED        BOND        PARTNERS        EQUITY         MANAGED       SMALL CAP
  SERIES       SERIES         SERIES          PORTFOLIO     PORTFOLIO     PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO
- ----------   -----------   -------------     -----------   -----------   -----------    -----------    -----------    -----------
<S>          <C>           <C>               <C>           <C>           <C>            <C>            <C>            <C>
   1.25%         1.25%           1.25%           1.25%         1.25%         1.25%          1.25%          1.25%          1.25%
   0.15%         0.15%           0.15%           0.15%         0.15%         0.15%          0.15%          0.15%          0.15%
   1.40%         1.40%           1.40%           1.40%         1.40%         1.40%          1.40%          1.40%          1.40%
   0.75%         0.75%           0.75%           0.85%         0.65%         0.85%          0.80%          0.80%          0.80%
   0.25%         0.25%           0.25%           0.19%         0.10%         0.30%          0.45%          0.14%          0.20%
   1.00%(3)      1.00%(3)        1.00%(4)        1.04%         0.75%         1.15%          1.25%(6)       0.94%(6)       1.00%(6)
</TABLE>
 
- ------------------------
(3) The 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, 1996, 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 2.02% and 2.77%, respectively, for the
    Total Return Series, and 2.33% and 3.08%, respectively, for the Utility
    Series.
 
(4) The Funds' 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 1.24% and 1.99%, respectively.
 
(5) Neuberger&Berman Advisers Management Trust (the "Trust") is divided into
    portfolios ("Portfolios"), each of which invests all of its net investable
    assets in a corresponding series ("Series") of Advisers Managers Trust.
    Expenses in the table reflect expenses of the Portfolios and include each
    Portfolio's pro rata portion of the operating expenses of each Portfolio's
    corresponding Series. The Portfolios pay Neuberger&Berman Management Inc.
    ("NBMI") an administration fee based on the Portfolios' net asset value.
    Each Portfolio's corresponding Series pays NBMI a management fee based on
    the Series' average daily net assets. Accordingly, this table combines
    management fees at the Series level and administration fees at the Portfolio
    level in a unified fee rate. See "Expenses" in the Trust's Prospectus.
 
(6) The annual expenses of the OCC Accumulation Trust Portfolios as of December
    31, 1995 have been restated to reflect new management fee and expense
    limitation arrangements in effect as of May 1, 1996. Effective May 1, 1996,
    the expenses of the Portfolios of the OCC Accumulation Trust are
    contractually limited by OpCap Advisors so that their respective annualized
    operating expenses do not exceed 1.25% of their respective average daily net
    assets. Furthermore, through April 30, 1997, the annualized operating
    expenses of the Managed and Small Cap Portfolios will be voluntarily limited
    by OpCap Advisors so that annualized operating expenses of these Portfolios
    do not exceed 1.00% of their respective average daily net assets. Without
    such voluntary expense limitations, and taking into account the revised
    contractual provisions effective May 1, 1996 concerning management fees and
    expense limitations, the Management Fees, Other Expenses and Total Portfolio
    Annual Expenses incurred for the fiscal year ended December 31, 1995 would
    have been: .80%, .45% and 1.25%, respectively, for the Global Equity
    Portfolio; .80%, .14% and .94%, respectively, for the Managed Portfolio; and
    .80%, .39% and 1.19%, respectively, for the Small Cap Portfolio.
 
                                                                               9
<PAGE>
                    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      $115      $150       $266
                     Alger American Leveraged AllCap Portfolio.................   $89      $134      $182       $328
                     Alger American MidCap Growth Portfolio....................   $83      $115      $149       $264
                     Alger American Small Capitalization Portfolio.............   $82      $113      $146       $259
                     Fidelity VIP Equity-Income Portfolio......................   $80      $106      $134       $234
                     Fidelity VIP Money Market Portfolio.......................   $77      $ 97      $120       $204
                     Fidelity VIP High Income Portfolio........................   $81      $109      $139       $244
                     Fidelity VIP Overseas Portfolio...........................   $83      $115      $149       $265
                     Fidelity VIP II Asset Manager Portfolio...................   $82      $111      $143       $253
                     Fidelity VIP II Investment Grade Bond Portfolio...........   $80      $105      $133       $232
                     MFS Total Return Series...................................   $84      $118      $154       $274
                     MFS Utilities Series......................................   $84      $118      $154       $274
                     MFS World Governments Series..............................   $84      $118      $154       $274
                     AMT Balanced Portfolio....................................   $84      $119      $156       $278
                     AMT Limited Maturity Bond Portfolio.......................   $81      $110      $141       $248
                     AMT Partners Portfolio....................................   $85      $122      $161       $289
                     OCC Global Equity Portfolio...............................   $86      $125      $166       $299
                     OCC Managed Portfolio.....................................   $83      $116      $151       $268
                     OCC Small Cap Portfolio...................................   $84      $118      $154       $274
</TABLE>
 
                    2.  IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
                    ANNUITIZED:
 
<TABLE>
<S>                                                                              <C>      <C>       <C>       <C>
                     Alger American Growth Portfolio...........................   $24      $ 73      $124       $266
                     Alger American Leveraged AllCap Portfolio.................   $30      $ 92      $156       $328
                     Alger American MidCap Growth Portfolio....................   $23      $ 72      $123       $264
                     Alger American Small Capitalization Portfolio.............   $23      $ 71      $121       $259
                     Fidelity VIP Equity-Income Portfolio......................   $20      $ 63      $109       $234
                     Fidelity VIP Money Market Portfolio.......................   $18      $ 55      $ 94       $204
                     Fidelity VIP High Income Portfolio........................   $21      $ 66      $114       $244
                     Fidelity VIP Overseas Portfolio...........................   $24      $ 72      $124       $265
                     Fidelity VIP II Asset Manager Portfolio...................   $22      $ 69      $118       $253
                     Fidelity VIP II Investment Grade Bond Portfolio...........   $20      $ 63      $108       $232
                     MFS Total Return Series...................................   $24      $ 75      $128       $274
                     MFS Utilities Series......................................   $24      $ 75      $128       $274
                     MFS World Governments Series..............................   $24      $ 75      $128       $274
                     AMT Balanced Portfolio....................................   $25      $ 76      $130       $278
                     AMT Limited Maturity Bond Portfolio.......................   $22      $ 68      $116       $248
                     AMT Partners Portfolio....................................   $26      $ 80      $136       $289
                     OCC Global Equity Portfolio...............................   $27      $ 83      $141       $299
                     OCC Managed Portfolio.....................................   $24      $ 73      $125       $268
                     OCC Small Cap Portfolio...................................   $24      $ 75      $128       $274
</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 may be applicable.
 
10
<PAGE>
                    These examples reflect the annual $30 Annuity Account Fee as
                    an annual charge of .06% of assets, based upon an
                    anticipated average Annuity Account Value of $50,000.
 
                    THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF
                    PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER
                    OR LESS THAN THOSE SHOWN.
 
CONDENSED FINANCIAL INFORMATION
 
                    The Variable Account commenced operations on April 10, 1995.
                    There follows, for each of the nineteen Variable Account
                    Sub-Accounts available under the Contracts, information
                    regarding the changes in the Accumulation Unit values from
                    date of inception through December 31, 1995 and the number
                    of Accumulation Units outstanding at December 31, 1995:
 
<TABLE>
<CAPTION>
                                                                                                      NUMBER OF
                                                                             (IN DOLLARS)            ACCUMULATION
                                                                    ACCUMULATION     ACCUMULATION       UNITS
                                                                   UNIT BEGINNING     UNIT VALUE     OUTSTANDING
                                      SUB-ACCOUNT                       VALUE         AT 12/31/95     12/31/95
                      -------------------------------------------  ---------------  ---------------  -----------
<C>                   <S>                                          <C>              <C>              <C>
                      Alger American Growth Portfolio                     10.00         12.385784       311,649
                      Alger American Leveraged AllCap Portfolio           10.00         13.895178        87,024
                      Alger American MidCap Growth Portfolio              10.00         13.106537       155,535
                      Alger American Small Cap Portfolio                  10.00         13.092181       249,882
                      Fidelity VIP Equity-Income Portfolio                10.00         12.128673       539,741
                      Fidelity VIP Money Market Portfolio                 10.00         10.245402       680,856
                      Fidelity VIP High Income Portfolio                       *                 *             *
                      Fidelity VIP Overseas Portfolio                          *                 *             *
                      Fidelity VIP II: Asset Manager Portfolio            10.00         11.280365        62,375
                      Fidelity VIP II: Invest Grade Bond
                       Portfolio                                          10.00         10.541110       144,347
                      MFS Total Return Series                             10.00         11.003903       148,985
                      MFS Utilities Series                                10.00         11.365171        45,129
                      MFS World Governments Series                        10.00         10.277969        33,344
                      AMT Balanced Portfolio                              10.00         10.269633        85,477
                      AMT Limited Maturity Bond Portfolio                 10.00         10.547360       106,840
                      AMT Partners Portfolio                              10.00         12.122020       125,694
                      OCC Global Equity Portfolio                         10.00         11.758951       139,287
                      OCC Managed Portfolio                               10.00         11.143831       486,528
                      OCC Small Cap Portfolio                             10.00         10.855343        58,004
<FN>
                      * Had not commenced operations as of December 31, 1995
</TABLE>
 
THE COMPANY 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
                    (860) 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 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
 
                                                                              11
<PAGE>
                    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 Investment Company Act of 1940, as amended
                    (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, account fees, mortality and expense risk
                    charges, administrative expense charges 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 nineteen Sub-Accounts of the Variable Account is
                    invested solely in shares of one of the nineteen 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.
 
                    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 ("Fidelity Trust"), 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-Registered Trademark- Variable Insurance Trust ("MFS
                        Trust"), managed by Massachusetts Financial Services
                        Company and distributed by MFS Fund Distributors, Inc.,
                        500 Boylston Street, Boston, MA 02116;
 
                        Neuberger & Berman Advisers Management Trust ("AMT
                        Trust"), managed and distributed by Neuberger & Berman
                        Management Incorporated, 605 Third Avenue, New York, NY
                        10158-0006;
 
                        OCC Accumulation Trust ("OCC Trust") (formerly Quest for
                        Value Accumulation Trust), managed by OpCap Advisors
                        (formerly Quest for Value Advisors) and distributed by
                        OCC Distributors (formerly Quest for Value
                        Distributors), One World Financial Center, New York, NY
                        10281.
 
12
<PAGE>
                    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.
 
                    Four Funds of FIDELITY Trust are available under the
                    Contracts:
                        Equity-Income Portfolio ("Fidelity Equity-Income
                    Portfolio");
                        Money Market Portfolio ("Fidelity Money Market
                    Portfolio");
                        High Income Portfolio ("Fidelity High Income
                    Portfolio");
                        Overseas Portfolio ("Fidelity Overseas Portfolio").
 
                    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 AMT Trust are available under the Contracts:
                        Balanced Portfolio;
                        Limited Maturity Bond Portfolio;
                        Partners Portfolio.
 
                    Three Funds of OCC Trust are available under the Contracts:
                        Global Equity Portfolio;
                        Managed Portfolio;
                        Small Cap Portfolio.
 
                    The investment advisory fees charged the Funds by their
                    advisers are shown in the Fee Table at pages 8 and 9 of this
                    Prospectus.
 
                    There follows a brief description of the investment
                    objective and program of each Fund. There can be no
                    assurance that any of the stated investment objectives will
                    be achieved.
 
                    ALGER AMERICAN GROWTH PORTFOLIO (Large Cap Stocks): 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.
 
                    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO (Large Cap
                    Stocks): 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 (Small Cap Stocks):
                    Seeks long-term capital appreciation by investing in a
                    diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the S & P MidCap 400 Index.
 
                    ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO (Small Cap
                    Stocks): Seeks long-term capital appreciation by investing
                    in a diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the Russell 2000 Growth Index.
 
                    FIDELITY ASSET MANAGER PORTFOLIO (Balanced or Total Return):
                    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.
 
                                                                              13
<PAGE>
                    FIDELITY INVESTMENT GRADE BOND PORTFOLIO (Fixed Income -
                    Intermediate Term Bonds): 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.
 
                    FIDELITY EQUITY-INCOME PORTFOLIO (Large Cap Stocks): Seeks
                    reasonable income by investing primarily in income-producing
                    equity securities, with some potential for capital
                    appreciation, seeking a yield that exceeds the composite
                    yield on the securities comprising the Standard and Poor's
                    Composite Index of 500 Stocks.
 
                    FIDELITY MONEY MARKET PORTFOLIO (Money Market): 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.
 
                    FIDELITY HIGH INCOME PORTFOLIO (High Yield Bonds): Seeks
                    high current income by investing mainly in high yielding
                    debt securities, with an emphasis on lower quality
                    securities.
 
                    FIDELITY OVERSEAS PORTFOLIO (International Equity): Seeks
                    long term growth of capital by investing mainly in foreign
                    securities.
 
                    MFS TOTAL RETURN SERIES (Balanced or Total Return): Seeks
                    primarily to obtain above-average income, (compared to a
                    portfolio invested entirely 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 (Specialty): Seeks capital growth and
                    current income (income above that available from a portfolio
                    invested entirely in equity securities), by investing, under
                    normal circumstances, at least 65% of its assets in equity
                    and debt securities of utility companies.
 
                    MFS WORLD GOVERNMENTS SERIES (International Fixed Income):
                    Seeks not only preservation, but also growth, of capital
                    together with moderate current income through a
                    professionally managed, internationally diversified
                    portfolio consisting primarily of debt securities and to a
                    lesser extent equity securities.
 
                    AMT BALANCED PORTFOLIO (Balanced or Total Return): Seeks
                    long-term capital growth and reasonable current income
                    without undue risk to principal.
 
                    AMT LIMITED MATURITY BOND PORTFOLIO (Short-Term Bonds):
                    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 (Large Cap Stocks): Seeks capital
                    growth. Invests primarily in common stocks of established
                    companies, using the value-oriented investment approach. The
                    Portfolio seeks capital growth through an investment
                    approach that is designed to increase capital with
                    reasonable risk. Its investment program seeks securities
                    believed to be undervalued based on strong fundamentals such
                    as low price-to-earnings ratios, consistent cash flow, and
                    support from asset values.
 
                    OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
                    long-term capital appreciation through a global investment
                    strategy primarily involving equity securities.
 
                    OCC MANAGED PORTFOLIO (Balanced or Total Return): 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.
 
14
<PAGE>
                    OCC SMALL CAP PORTFOLIO (Small Cap Stocks): Seeks capital
                    appreciation through investments in a diversified portfolio
                    of equity securities of companies with market
                    capitalizations of under $1 billion.
 
                    The AMT Partners Portfolio, Fidelity Equity-Income
                    Portfolio, Fidelity Asset Manager Portfolio, Fidelity High
                    Income Portfolio, Fidelity Overseas Portfolio, MFS Total
                    Return Series, MFS Utilities Series, MFS World Governments
                    Series, OCC Global Equity Portfolio, OCC Managed Portfolio,
                    and the OCC Small Cap Portfolio funds may invest in
                    non-investment grade, high yield, high-risk debt securities
                    (commonly referred to as "junk bonds"), as detailed in the
                    individual Fund prospectuses.
 
                    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. Shareholder votes
                    take place whenever state law or the 1940 Act so require,
                    for example on certain elections of Boards of Trustees, the
                    initial approval of investment advisory contracts and
                    changes in investment objectives and fundamental investment
                    policies.
 
                    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
 
                                                                              15
<PAGE>
                    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
                    Qualified Plans. The Company reserves the right to decline
                    any application or order to purchase or Premium Payment. A
                    Premium Payment in excess of $1 million requires preapproval
                    by the Company.
 
                    The  Company  may,  at its  sole  discretion,  offer special
                    premium payment programs
                    and/or 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 Annuity &
                    Variable Life Services Center. A change will be effective
                    for payments received on or after receipt of the written
                    notice of change.
 
                    Any Premium Payment at the time of any allocation may be
                    allocated to a single or multiple sub-accounts in whole
                    precentages (i.e. 12%). No allocation can be made which
                    would result in a Variable Account Sub-Account of less than
                    $50 or a Fixed Account Sub-Account value of less than
                    $2,500. Further, at this time, no more than 18 Fixed Account
                    and Variable Account Sub-Accounts may be opened during the
                    life of the Contract. The Company may expand this number at
                    a future date.
 
                    The Company may, at its sole discretion, waive minimum
                    premium allocation requirements or minimum Variable Account
                    Sub-Account requirements.
 
                    For initial Premium Payments, if the application or order to
                    purchase 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
 
16
<PAGE>
                    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 or order to purchase 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 or
                    order to purchase 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 or order to purchase 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.
 
                    OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS
 
                    The Contract Owner may elect to enroll in either of the
                    following programs. However, both programs cannot be in
                    effect at the same time.
 
                    DOLLAR COST AVERAGING
 
                    Dollar Cost Averaging is a program which, if elected by the
                    Contract Owner, systematically allocates specified dollar
                    amounts from the Money Market Sub-Account or the One-Year
                    Fixed Account Sub-Account to one or more of the Contract's
                    Variable Account Sub-Accounts at regular intervals as
                    selected by the Contract Owner. By allocating on a regularly
                    scheduled basis as opposed to allocating the total amount at
                    one particular time, an Owner may be less susceptible to the
                    impact of market fluctuations.
 
                    Dollar Cost Averaging may be selected by establishing a
                    Money Market Sub-Account of at least $1,000 or the One-Year
                    Fixed Account Sub-Account value of at least $2,500. The
                    minimum amount per month to allocate is $50 (subject to the
                    18 Sub-Account limitation described under "Allocation of
                    Premium Payments" above). Enrollment in this program may
                    occur at any time by calling the Annuity & Variable Life
                    Services Center or by providing the information requested on
                    the Dollar Cost Averaging election form to the Company and
                    ensuring that sufficient value is in the Money Market
                    Sub-Account or the One-year Fixed Account Sub-Account.
                    Transfers to any Fixed Account Sub-Account or from a Fixed
                    Account Sub-Account other than the One-Year Fixed Account
                    Sub-Account are not permitted under Dollar Cost Averaging.
                    The Company may, at its sole discretion, waive Dollar Cost
                    Averaging minimum deposit and transfer requirements.
 
                    Dollar Cost Averaging will terminate when any of the
                    following occurs: (1) the number of designated transfers has
                    been completed; (2) the value of the Money Market Sub-
                    Account or the One-Year Fixed Sub-Account is insufficient to
                    complete the next transfer; (3) the Owner requests
                    termination by telephone or in writing and such request is
                    received at least one week prior to the next scheduled
                    transfer date to take effect that month; or (4) the Contract
                    is surrendered.
 
                    The Dollar Cost Averaging program 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.
 
                    AUTOMATIC REBALANCING
 
                    Automatic Rebalancing is an option which, if elected by the
                    Contract Owner, periodically restores to a pre-determined
                    level the percentage of Contract Value allocated to each
                    Variable Account Sub-Account (e.g. 20% Money Market, 50%
                    Growth, 30% Utilities).
 
                                                                              17
<PAGE>
                    This pre-determined level will be the allocation initially
                    selected when the Contract was purchased, unless
                    subsequently changed. The Automatic Rebalancing allocation
                    may be changed at any time by submitting a request to the
                    Company.
 
                    If Automatic Rebalancing is elected, all Net Premium
                    Payments allocated to the Variable Account Sub-Accounts must
                    be subject to Automatic Rebalancing. The Fixed Account
                    Sub-Account is not available for Automatic Rebalancing.
 
                    Automatic Rebalancing may take place on either a quarterly,
                    semi-annual or annual basis, as selected by the Owner. Once
                    the rebalancing option is activated, any Variable Account
                    Sub-Account transfers executed outside of the rebalancing
                    option will terminate the Automatic Rebalancing option. Any
                    subsequent premium payment or withdrawal that modifies the
                    net account balance within each Variable Account Sub-Account
                    may also cause termination of the Automatic Rebalancing
                    option. Any such termination will be confirmed to the Owner.
                    The Owner may terminate the Automatic Rebalancing option or
                    re-enroll at any time by calling or writing the Annuity &
                    Variable Life Services Center.
 
                    The Automatic Rebalancing program may not be active
                    following the Annuity Date. There is no current charge for
                    Automatic Rebalancing but the Company reserves the right to
                    charge for this program.
 
                    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 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.
 
18
<PAGE>
                    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:
 
                    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 withdrawn or 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
                    and 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 on withdrawals from Premium Payments which have
                    been held under the Contract for more than seven (7)
                    Contract Years or from 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. Total allowances, up to an amount equal to 6.50%
                    of Premium Payments, will be made for promotional or
 
                                                                              19
<PAGE>
                    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.
 
                    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
                    1.25%* of the average daily net assets of the Variable
                    Account (consisting of approximately .75% 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 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.
 
                    * For New York Contracts issued before May 1, 1996, see
                    Appendix I.
 
                    ADMINISTRATIVE EXPENSE CHARGE
 
                    The Company deducts on each Valuation Date an Administrative
                    Expense Charge which is equal, on an annual basis, to 0.15%*
                    of the average daily net assets of the Variable 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.
 
                    * For New York Contracts issued before May 1, 1996, see
                    Appendix I.
 
                    ACCOUNT FEE
 
                    The Company deducts an annual Account Fee of $30 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 Account Fee will be prorated at
                    the time of surrender or annuitization. On and after the
                    Annuity Date, the 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 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.
 
20
<PAGE>
                    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. No premium taxes are
                    currently imposed by the State of New York on the Contracts
                    offered hereby. 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.
 
                    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.
 
                    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.
 
                    TRANSFER FEE
 
                    Prior to the Annuity Date, a 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 twelve
                    transfers made in the Contract Year. For additional
                    transfers, the Company reserves the right to deduct a
                    transfer fee of up to $10 per transfer. Prescheduled
                    automatic Dollar Cost Averaging or Automatic Rebalancing
                    transfers are not counted toward the twelve 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 is guaranteed not to exceed $10, will not
                    be set at a level greater than its cost and will contain no
                    element of profit.
 
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 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 Owner. A request for change
                    must be: (1) made in writing; and
                    (2) received by the Company at its Annuity & Variable Life
                    Services 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.
 
                    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
 
                                                                              21
<PAGE>
                    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 Annuity & Variable Life Services 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 Annuity & Variable Life
                    Services 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 Annuity & Variable Life
                    Services 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
                    charge if there have been no more than twelve transfers made
                    in the Contract Year. For additional transfers, the Company
                    reserves the right to deduct a transfer fee of up to $10
                    (See "Charges and Deductions -- Transfer Fee"). This
                    Contract is not designed for professional market timing
                    organizations or other entities using programmed and
                    frequent transfers.
 
22
<PAGE>
                    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 $50 per
                       Variable Account Sub-Account. (The Company, at its sole
                       discretion may waive these minimum requirements); 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 $100.
                    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
                       are not 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.
                    K. The Company reserves the right to reject any premium
                       allocation or transfer which would cause the Fixed
                       Account Sub-Account values in aggregate to exceed then
                       current Company limits.
 
                    Transfers between Sub-Accounts may be made by calling or
                    writing the Annuity & Variable Life Services Center.
                    Transfer requests must be received prior to 4.00 Eastern
                    Time in order to be effective that day.
 
                    PROCEDURES FOR TELEPHONE TRANSFERS
 
                    Owners may effect telephone transfers by calling the Annuity
                    & Variable Life Services Center.
 
                    The Company will take the following procedures to confirm
                    that instructions communicated by telephone are genuine.
                    Before a service representative accepts any request, the
                    caller will be asked for specific information to validate
                    the request. All calls will be recorded. All transactions
                    performed will be confirmed by the Company in writing. The
                    Company is not liable for any loss, cost or expense for
                    acting on telephone instructions which are believed to be
                    genuine in accordance with these procedures.
 
                    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
 
                                                                              23
<PAGE>
                    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 withdrawals from Contracts (See
                    "Tax Status"). Owners should consult their own tax counsel
                    or other tax adviser regarding any surrenders and partial
                    withdrawals.
 
                    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 Account Fee;
                    C. any applicable Contingent Deferred Sales Charge; and
                    D. any applicable accrued charges 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.
 
                    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. The
                    value of the death benefit is equal to the greatest of (a)
                    Premium Payments made, less partial withdrawals; (b) the
                    Annuity Account Value or (c) the Purchasers' Annuity Account
                    Value on the Seven Year Anniversary immediately preceding
                    the date that the death benefit election is effective or is
                    deemed to become effective, adjusted for any
 
24
<PAGE>
                    subsequent Premium Payments and partial withdrawals and
                    charges. If the death benefit is payable after the Owner's
                    (or Annuitant's) 85th birthday, the amount payable will be
                    the greater of (a) or (b) above. 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.
 
                    Payment amounts may vary with their frequency and duration
                    (see "Annuity Provisions -- Annuity Options"). To the extent
                    that the Beneficiary elects a variable payment option, the
                    Beneficiary will bear the investment risk associated with
                    the performance of the underlying Fund(s) in which the
                    relevant Variable Sub Account invest(s).
 
                    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,
                    valued as described in "Death of the Contract Owner before
                    the Annuity Date", is paid on due proof of 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
 
                                                                              25
<PAGE>
                    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,
                    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 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
                    or order to purchase. The Owner may, upon at least
                    forty-five (45) 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 85th birthday.
 
                    The Owner may, upon at least forty-five (45) 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
 
26
<PAGE>
                    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. Under this option, it is possible only one
                    monthly annuity payment would be made, if the Annuitant died
                    before the second monthly annuity payment was due.
 
                    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.
 
                    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. Each
                    annuity payment will be less if payments are to be made more
                    frequently or for longer periods of time.
 
                    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.
 
                                                                              27
<PAGE>
                    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, assuming the
                    Annuity Account Value is at least $1,000 when variable
                    annuity payments commence, 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.
 
                    After the Annuity Date, the payee may, by written request to
                    the Annuity & Variable Life Services 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.
 
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 1940 ACT. THEREFORE, NEITHER
                    THE FIXED ACCOUNT NOR ANY INTEREST
 
28
<PAGE>
                    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 Premium 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 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.
 
                    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 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-
 
                                                                              29
<PAGE>
                    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, 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. 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.
 
30
<PAGE>
                    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.
 
                    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 0.25% adjustment. 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 0.25% 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.
 
                                                                              31
<PAGE>
DISTRIBUTION OF THE CONTRACTS
 
                    CIGNA Financial Advisors, Inc. ("CFA"), located at 900
                    Cottage Grove Road, Bloomfield, CT, 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 and
                    a member of the National Association of Securities Dealers
                    (NASD), 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 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 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
                    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 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
 
32
<PAGE>
                    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 MATTERS
 
                    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 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.
 
                                                                              33
<PAGE>
                    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.
 
                    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.
 
34
<PAGE>
                    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.
 
                    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.
 
                                                                              35
<PAGE>
                    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 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
 
36
<PAGE>
                    not permit distribution of (i) elective contributions made
                    in years beginning after December 31, 1988, and (ii)
                    earnings on those contributions and (iii) earnings on
                    amounts attributed to elective contributions held as of the
                    end of the last year beginning before January 1, 1989.
                    Distributions of such amounts will be allowed only upon the
                    death of the employee, on or after attainment of age 59 1/2,
                    separation from service, disability, or financial hardship,
                    except that income attributable to elective contributions
                    may not be distributed in the case of hardship.
 
                    INDIVIDUAL RETIREMENT ANNUITIES
 
                    Sections 219 and 408 of the Code permit individuals or their
                    employers to contribute to an individual retirement program
                    known as an "Individual Retirement Annuity" or an "IRA".
                    Individual Retirement Annuities are subject to limitation on
                    the amount which may be contributed and deducted and the
                    time when distributions may commence. In addition,
                    distributions from certain other types of qualified plans
                    may be placed into an Individual Retirement Annuity on a
                    tax-deferred basis.
 
                    CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS
 
                    Section 401(a) and 403(a) of the Code permit corporate
                    employers to establish various types of retirement plans for
                    employees and self-employed individuals to establish
                    qualified plans for themselves and their employees. Such
                    retirement plans may permit the purchase of the Contracts to
                    provide benefits under the plans.
 
                    DEFERRED COMPENSATION PLANS
 
                    Section 457 of the Code, while not actually providing for a
                    qualified plan as that term is normally used, provides for
                    certain deferred compensation plans with respect to service
                    for state governments, local governments, political
                    sub-divisions, agencies, instrumentalities and certain
                    affiliates of such entities and tax exempt organizations
                    which enjoy special treatment. The Contracts can be used
                    with such plans. Under such plans a participant may specify
                    the form of investment in which his or her participation
                    will be made. All such investments, however, are owned by,
                    and are subject to, the claims of the general creditors of
                    the sponsoring employer.
 
                    The above description of federal income tax consequences
                    pertaining to the different types of Qualified Plans that
                    may be funded by the Contracts is only a brief summary and
                    is not intended as tax advice. The rules governing the
                    provisions of Qualified Plans are extremely complex and
                    often difficult to comprehend. 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
 
                                                                              37
<PAGE>
                    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, 1995 and 1994 and for each of the three years in the
                    period ended December 31, 1995 are included in the Statement
                    of Additional Information, as are audited financial
                    statements for the Variable Account, which commenced
                    operations April 10, 1995, as of and for the periods (as
                    defined in the financial statements) ended December 31,
                    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.
 
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
 
A Statement of Additional Information which contains more details concerning
some subjects discussed in this Prospectus is available (at no cost) by calling
or writing the Annuity & Variable Life Services Center. 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
CALCULATION OF VARIABLE ACCOUNT VALUES..........           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
ADMINISTRATION..................................           7
ACCOUNT INFORMATION.............................           7
 
<CAPTION>
               TABLE OF CONTENTS                     PAGE
<S>                                               <C>
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
  Connecticut General Life Insurance Company....          11
  CG Variable Annuity Separate Account II.......          33
APPENDIX I......................................          55
  Variable Account Unit Value Sample
   Calculations for New York Contracts Issued
   Before May 1, 1996...........................          55
</TABLE>
 
38
<PAGE>
APPENDIX I
 
                      SEPARATE ACCOUNT ANNUAL EXPENSES FOR
                  NEW YORK CONTRACTS ISSUED BEFORE MAY 1, 1996
 
    For New York Contracts issued before May 1, 1996, the daily deduction for
the Company's assumption of mortality and expense risks is at an annual rate of
1.20%, not 1.25%. For these Contracts, the daily deduction for administrative
expenses is at an annual rate of 0.10%, not 0.15%. Total Separate Account Annual
Expenses for these contracts are then 1.30%, not 1.40%.
 
                                                                              39
<PAGE>
      [LOGO]
 
                                                                 537401NY (5/96)

<PAGE>

                        PART B. STATEMENT OF ADDITIONAL INFORMATION



<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
 
   
              FLEXIBLE PAYMENT DEFERRED 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
                    Annuity & Variable Life Services Center
                                 Routing S-249
                        Hartford, Connecticut 06152-2249
                                 (800) 552-9898
    
 
   
    This Statement of Additional Information ("Statement") expands upon subjects
discussed  in the  current Prospectus  for the  Variable Annuity  Contracts (the
"Contracts") offered by  Connecticut General Life  Insurance Company through  CG
Variable  Annuity Separate Account II.  You may obtain a  copy of the Prospectus
dated May  1, 1996,  by  calling (800)  552-9898, or  by  writing to  Annuity  &
Variable Life Services Center, Routing S-249, Connecticut General Life Insurance
Company,  Hartford, Connecticut 06152-2249. 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: May 1, 1996
    
 
                                       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
 
ACCOUNT INFORMATION........................................................................................           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
  Connecticut General Life Insurance Company...............................................................          11
  CG Variable Annuity Separate Account II..................................................................          33
</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 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 Annuity &  Variable
Life  Services 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 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.
 
   
                              ACCOUNT INFORMATION
    
 
   
    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 Account
Sub-Account Accumulation Account and the  applicable Accumulation Unit Value  as
of  the date of the report. 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 Annuity &  Variable Life Services  Center, the  Company
will provide an Owner with information regarding fixed and variable accumulation
values.
    
 
                         DISTRIBUTION OF THE CONTRACTS
 
   
    The  Contracts will  be sold  by licensed  insurance agents  in those states
where the  Contracts  may lawfully  be  sold.  Such agents  will  be  registered
representatives  or broker-dealers registered under  the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers,  Inc.
(NASD).   The  Contracts  will   be  distributed  by   the  Company's  principal
underwriter, CIGNA  Financial Advisors,  Inc. ("CFA"),  located at  900  Cottage
Grove  Road, Bloomfield, CT. CFA is a Connecticut corporation organized in 1967,
and is the  principal underwriter  for the Company's  other registered  separate
accounts.  Commissions and other  distribution compensation will  be paid by the
Company and  will  not be  more  than 6.50%  of  Premium Payments.  The  Company
received  $2,872 in deferred sales charges  attributable to the Variable Account
portion of the Contracts for the period ended December 31, 1995.
    
 
    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 in the amount of $100,000,000.
    
 
                                       7
<PAGE>
                          HISTORICAL PERFORMANCE DATA
 
   
    Historical  performance  data  as  of  December 31,  1995  for  each  of the
Sub-Accounts of the Separate Account follows in the Financial Statements.
    
 
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
 
                                       8
<PAGE>
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.
 
    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 Account Fee. The 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)(n) = ERV
    
 
Where:    P    =   A hypothetical initial Premium Payment of $1,000.
          T    =   Average annual total return.
          n    =   Number of years in the period.
         ERV   =   Ending redeemable value of a hypothetical $1,000
                   payment made at the beginning of the one, five or
                   ten-year period, at the end of the one, five or
                   ten-year period (or fractional portion thereof).
 
OTHER PERFORMANCE DATA
 
    The Company may from time to time also disclose average annual total returns
in  a  non-standard format  in conjunction  with  the standard  format described
above. The non-standard format will be identical to the standard 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
 
                                       9
<PAGE>
    All  non-standard performance data  will only be  advertised if the standard
performance data is also disclosed.
 
    The Company  may also  from  time to  time  use advertising  which  includes
hypothetical  illustrations to  compare the difference  between the  growth of a
taxable investment and a tax-deferred investment in a variable annuity.
 
                                 LEGAL MATTERS
 
    Legal advice regarding  certain matters relating  to the federal  securities
laws applicable to the issuance of the Contracts described in 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, 1995 and 1994 and for each of the three years in the
period ended  December  31,  1995  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. The financial statements of the Variable Account as
of December 31, 1995 are also included.
    
 
                                       10

<PAGE>

                        PART B. STATEMENT OF ADDITIONAL INFORMATION



<PAGE>
 
   
                      NORTHEAST INSURANCE SERVICES     Telephone 860 240 2000
                      One Financial Plaza              Facsimile 860 240 2282
                      Hartford, CT 06103
 
PRICE WATERHOUSE LLP                                                   [LOGO]
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
    
 
February 13, 1996
 
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, 1995  and
1994,  and the results of their operations and  their cash flows for each of the
three years in the period ended December 31, 1995, 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.
    
 
             [SIG]
 
                                       11
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
            CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
 
(IN MILLIONS)
- ---------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,                                          1995       1994       1993
- ---------------------------------------------------------------------------------------------------
 
<S>                                                                 <C>        <C>        <C>
REVENUES
Premiums and fees.................................................  $   4,998  $   4,960  $   4,704
Net investment income.............................................      3,138      2,805      2,742
Realized investment gains (losses)................................         (7)        27        (65)
Other revenues....................................................          9          8         15
                                                                    ---------  ---------  ---------
    Total revenues................................................      8,138      7,800      7,396
                                                                    ---------  ---------  ---------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses..........................      5,892      5,574      5,215
Policy acquisition expenses.......................................        127         89         84
Other operating expenses..........................................      1,358      1,363      1,351
                                                                    ---------  ---------  ---------
    Total benefits, losses and expenses...........................      7,377      7,026      6,650
                                                                    ---------  ---------  ---------
INCOME BEFORE INCOME TAXES........................................        761        774        746
                                                                    ---------  ---------  ---------
Income taxes (benefits):
  Current.........................................................        301        220        433
  Deferred........................................................        (44)        45       (197)
                                                                    ---------  ---------  ---------
    Total taxes...................................................        257        265        236
                                                                    ---------  ---------  ---------
NET INCOME........................................................        504        509        510
Dividends declared................................................       (252)      (300)      (190)
Retained earnings, beginning of year..............................      2,968      2,759      2,439
                                                                    ---------  ---------  ---------
RETAINED EARNINGS, END OF YEAR....................................  $   3,220  $   2,968  $   2,759
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</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,                                                              1995       1994
- -----------------------------------------------------------------------------------------------
 
<S>                                                                        <C>        <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at fair value (amortized cost, $20,031;
     $8,571).............................................................  $  22,046  $   8,324
    Held to maturity, at amortized cost (fair value, $10,075)............         --     10,061
  Mortgage loans.........................................................     10,218      8,975
  Equity securities, at fair value (cost, $54; $109).....................         66        119
  Policy loans...........................................................      6,925      5,237
  Real estate............................................................      1,158      1,442
  Other long-term investments............................................        193        128
  Short-term investments.................................................        254        143
                                                                           ---------  ---------
      Total investments..................................................     40,860     34,429
Cash and cash equivalents................................................         --         80
Accrued investment income................................................        626        578
Premiums and accounts receivable.........................................        991        911
Reinsurance recoverables.................................................      1,258      2,533
Deferred policy acquisition costs........................................        689        700
Property and equipment, net..............................................        319        346
Current income taxes.....................................................         21        119
Deferred income taxes, net...............................................        403        661
Goodwill.................................................................        503        518
Other assets.............................................................        149        135
Separate account assets..................................................     18,177     14,498
- -----------------------------------------------------------------------------------------------
      Total..............................................................  $  63,996  $  55,508
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
LIABILITIES
Contractholder deposit funds.............................................  $  29,762  $  26,696
Future policy benefits...................................................      8,547      7,875
Unpaid claims and claim expenses.........................................      1,151      1,096
Unearned premiums........................................................         95         84
                                                                           ---------  ---------
      Total insurance and contractholder liabilities.....................     39,555     35,751
Accounts payable, accrued expenses and other liabilities.................      1,872      1,632
Separate account liabilities.............................................     18,075     14,427
- -----------------------------------------------------------------------------------------------
      Total liabilities..................................................     59,502     51,810
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
CONTINGENCIES -- NOTE 11
SHAREHOLDER'S EQUITY
Common stock (6 shares outstanding)......................................         30         30
Additional paid-in capital...............................................        766        764
Net unrealized appreciation (depreciation) on investments................        476        (66)
Net translation of foreign currencies....................................          2          2
Retained earnings........................................................      3,220      2,968
- -----------------------------------------------------------------------------------------------
      Total shareholder's equity.........................................      4,494      3,698
- -----------------------------------------------------------------------------------------------
      Total..............................................................  $  63,996  $  55,508
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
</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)
- -------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,                                        1995       1994       1993
- -------------------------------------------------------------------------------------------------
 
<S>                                                               <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income......................................................  $     504  $     509  $     510
Adjustments to reconcile net income to net cash provided by
  (used in) operating activities:
  Insurance liabilities.........................................        (90)      (249)       251
  Reinsurance recoverables......................................      1,201        282       (392)
  Premiums and accounts receivable..............................         32       (188)        85
  Deferred income taxes, net....................................        (44)        45       (197)
  Other assets..................................................        (14)        68         54
  Accounts payable, accrued expenses, other liabilities and
   current income taxes.........................................        212       (192)         5
  Other, net....................................................         22        (24)       (82)
                                                                  ---------  ---------  ---------
    Net cash provided by operating activities...................      1,823        251        234
                                                                  ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
  Fixed maturities -- available for sale........................      1,070      1,389         --
  Fixed maturities -- held to maturity..........................         --         12        599
  Mortgage loans................................................        383        496      1,004
  Equity securities.............................................        119         41         41
  Real Estate...................................................        299        242         78
  Other (primarily short-term investments)......................      2,268      1,005      3,762
Investment maturities and repayments:
  Fixed maturities -- available for sale........................        478        686         --
  Fixed maturities -- held to maturity..........................      1,756      1,764      3,167
  Mortgage loans................................................        420        194        202
Investments purchased:
  Fixed maturities -- available for sale........................     (3,054)    (2,390)        --
  Fixed maturities -- held to maturity..........................     (1,385)    (1,788)    (5,128)
  Mortgage loans................................................     (1,908)      (882)      (823)
  Equity securities.............................................        (20)       (12)      (112)
  Policy loans..................................................     (2,129)    (1,614)    (1,561)
  Other (primarily short-term investments)......................     (2,334)    (1,093)    (3,587)
Other, net......................................................       (119)      (129)       (48)
                                                                  ---------  ---------  ---------
    Net cash used in investing activities.......................     (4,156)    (2,079)    (2,406)
                                                                  ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to contractholder deposit
  funds.........................................................      7,489      6,388      7,537
Withdrawals and benefit payments from contractholder deposit
  funds.........................................................     (4,985)    (4,216)    (5,166)
Dividends paid to Parent........................................       (252)      (300)      (190)
Other, net......................................................          1         36        (30)
                                                                  ---------  ---------  ---------
      Net cash provided by financing activities.................      2,253      1,908      2,151
- -------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents............        (80)        80        (21)
Cash and cash equivalents, beginning of year....................         80         --         21
- -------------------------------------------------------------------------------------------------
 
Cash and cash equivalents, end of year..........................  $      --  $      80  $      --
- -------------------------------------------------------------------------------------------------
                                                                  -------------------------------
Supplemental Disclosure of Cash Information:
  Income taxes paid, net of refunds.............................  $     211  $     411  $     352
  Interest paid.................................................  $       7  $       5  $       5
- -------------------------------------------------------------------------------------------------
</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 -- DESCRIPTION OF BUSINESS
 
  Connecticut  General Life Insurance Company and its subsidiaries (the Company)
provide insurance and  related financial services  throughout the United  States
and  in many locations worldwide. Principal  products and services include group
life and health insurance, individual  life insurance and annuity products,  and
retirement and investment products and services.
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  A)  BASIS OF PRESENTATION:  The  consolidated financial statements include the
accounts of  the Company  and all  significant subsidiaries.  The Company  is  a
wholly-owned subsidiary of Connecticut General Corporation, 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, and reflect management's estimates and assumptions, such
as those regarding medical  costs and interest rates,  that affect the  recorded
amounts.  Significant estimates used in determining insurance and contractholder
liabilities, related  reinsurance  recoverables, and  valuation  allowances  for
investment   assets  are  discussed  throughout   the  Notes  to  the  Financial
Statements. Certain reclassifications have been made to prior years' amounts  to
conform with the 1995 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. During the fourth
quarter of 1995, the Financial Accounting Standards Board (FASB) issued a  guide
to  implementation  of SFAS  No. 115,  which permits  a one-time  opportunity to
reclassify securities  subject  to  SFAS  No.  115.  Consequently,  the  Company
reclassified   all  held-to-maturity  securities  to  available-for-sale  as  of
December 31, 1995. The non-cash reclassification of these securities, which  had
an  aggregate amortized cost  of $9.2 billion  and fair value  of $10.1 billion,
resulted   in   an   increase   of   approximately   $396   million,   net    of
policyholder-related  amounts  and  deferred  income  taxes,  in  net unrealized
appreciation included in Shareholders' Equity as of December 31, 1995.
 
  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. In 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 adopted SFAS Nos. 114 and 118 in the first quarter of 1995,
which resulted in a $6 million increase in net income.
 
  In 1995,  the FASB  issued SFAS  No. 121,  "Accounting for  the Impairment  of
Long-Lived  Assets and for  Long-Lived Assets to  Be Disposed Of."  SFAS No. 121
requires write-down to fair value when long-lived assets to be held and used are
impaired. Long-lived assets to  be disposed of, including  real estate held  for
sale,  must be carried  at the lower of  cost or fair value  less costs to sell.
Depreciation of assets to be disposed  of is prohibited. The Company will  adopt
this  standard in the first quarter of 1996. The effect on the Company's results
of operations, liquidity and financial condition is not expected to be material.
 
  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
and financial guarantees.  These instruments have  credit risk and  also may  be
subject  to  risk of  loss due  to  interest rate  and market  fluctuations. The
Company evaluates and monitors each financial instrument individually and, where
appropriate, uses certain derivative instruments or obtains collateral or  other
forms of security to minimize risk of loss.
 
                                       15
<PAGE>
  See  Note  12  for  additional  information on  the  fair  value  of financial
instruments.
 
  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. Mortgage loans are considered  impaired when it is probable
that the  Company  will  be unable  to  collect  all amounts  according  to  the
contractual  terms of  the loan agreement.  If impaired, a  valuation reserve is
utilized when a decline in the fair value of the underlying collateral is  below
the carrying value.
 
  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 generally  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-related
amounts and net of deferred income taxes, if applicable, for investments carried
at fair value are included in Shareholder's Equity.
 
  See  Note  3(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.
 
  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
 
                                       16
<PAGE>
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 estimated  to
be  unrecoverable,  they  are  expensed.  If  such  costs  are  estimated  to be
unrecoverable or are accelerated as  a result of treating unrealized  investment
gains  and losses as though they had  been realized, a deferred acquisition cost
valuation allowance may be established or adjusted, with a comparable offset  in
net unrealized appreciation (depreciation).
 
  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 $387 million
and $333 million at December 31, 1995 and 1994, 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  estimated to be  derived from the  acquisitions. The Company evaluates
the carrying amount  of goodwill  by analyzing historical  and estimated  future
income and undiscounted estimated cash flows of the related businesses. Goodwill
is  written  down  when impaired.  Amortization  periods  are revised  if  it is
estimated that the  remaining period  of benefit  of the  goodwill has  changed.
Accumulated  amortization was $84  million and $70 million  at December 31, 1995
and 1994, respectively.
 
  K) SEPARATE ACCOUNTS:  Separate account assets and liabilities are principally
carried at  market value,  with less  than  5% 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 $19.8 billion  and
$10.0  billion,  respectively,  as of  December  31, 1995,  compared  with $18.6
billion  and  $8.1  billion,  respectively,  as  of  December  31,  1994.  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 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 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.
 
                                       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.  The
translation gain or loss on such functional currencies, net of applicable taxes,
is  generally  reflected  in  Shareholder's Equity.  Revenues  and  expenses are
translated at the average rates of exchange prevailing during the year.
 
  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  interest 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 interest 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
7.0%  of total insurance  in force at  December 31, 1995,  compared with 5.2% at
December 31, 1994 and 3.6% at December 31, 1993.
 
  T) INCOME TAXES:   The Company and its  domestic subsidiaries are included  in
the  consolidated United  States federal  income tax  return filed  by CIGNA. In
accordance with a tax  sharing agreement with CIGNA,  the provision for  federal
income  tax is computed as if the  Company were filing a separate federal income
tax return, except that benefits arising from tax credits and net operating  and
capital  losses are allocated to those subsidiaries producing such attributes to
the extent  they  are  utilized  in  CIGNA's  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.  See
Note 6 for additional information.
 
NOTE 3 -- INVESTMENTS
 
  A)  FIXED MATURITIES:   Fixed maturities are net  of cumulative write-downs of
$103 million and $78 million, including  policyholder share, as of December  31,
1995 and 1994, respectively.
 
                                       18
<PAGE>
  As  of December 31, 1995, all fixed maturities are classified as available for
sale and are carried  at fair value. See  Note 2(B) for additional  information.
The   amortized  cost  and  fair  value  by  contractual  maturity  periods  for
available-for-sale  fixed  maturities   (carried  at   fair  value),   including
policyholder share, as of December 31, 1995 were as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
                                                                          Amortized       Fair
(IN MILLIONS)                                                                  Cost      Value
- ----------------------------------------------------------------------------------------------
<S>                                                                     <C>          <C>
Due in one year or less...............................................   $     944   $     980
Due after one year through five years.................................       5,260       5,566
Due after five years through ten years................................       4,936       5,404
Due after ten years...................................................       3,401       4,276
Asset-backed securities...............................................       5,490       5,820
- ----------------------------------------------------------------------------------------------
Total.................................................................   $  20,031   $  22,046
- ----------------------------------------------------------------------------------------------
                                                                        ----------------------
</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.
 
  Gross unrealized appreciation (depreciation)  for fixed maturities,  including
policyholder share, by type of issuer was as follows:
<TABLE>
<S>                                         <C>          <C>            <C>              <C>
- --------------------------------------------------------------------------------------------------
                                                              December 31, 1995
- --------------------------------------------------------------------------------------------------
 
<CAPTION>
                                              Amortized                                       Fair
(IN MILLIONS)                                      Cost   Appreciation     Depreciation      Value
<S>                                         <C>          <C>            <C>              <C>
- --------------------------------------------------------------------------------------------------
Available for Sale (Carried at Fair Value)
Federal government bonds..................   $     497     $     300       $      --     $     797
State and local government bonds..........         161            24              (1)          184
Foreign government bonds..................         131             9              (1)          139
Corporate securities......................      13,752         1,427             (73)       15,106
Asset-backed securities...................       5,490           371             (41)        5,820
- --------------------------------------------------------------------------------------------------
Total.....................................  $   20,031   $     2,131    $       (116   ) $  22,046
- --------------------------------------------------------------------------------------------------
                                            ------------------------------------------------------
</TABLE>
<TABLE>
<S>                                         <C>          <C>            <C>              <C>
- --------------------------------------------------------------------------------------------------
                                                                     December 31, 1995
- --------------------------------------------------------------------------------------------------
 
<CAPTION>
                                              Amortized                                       Fair
(IN MILLIONS)                                      Cost   Appreciation     Depreciation      Value
<S>                                         <C>          <C>            <C>              <C>
- --------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------
                                            ------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------
                                            ------------------------------------------------------
</TABLE>
 
                                       19
<PAGE>
  Asset-backed securities include investments in CMOs as of December 31, 1995 of
$2.1  billion  carried  at fair  value  (amortized  cost, $2.0  billion).  As of
December 31, 1994, investments in CMOs consisted of $1.5 billion carried at fair
value (amortized cost, $1.6 billion), and $150 million carried at amortized cost
(fair  value,  $160  million).  Certain  of  these  securities  are  backed   by
Aaa/AAA-rated  government agencies. All  other CMO securities  have high quality
standards through use of credit enhancement provided by subordinated  securities
or  mortgage insurance from an Aaa/AAA-rated insurance company. CMO holdings are
concentrated in securities with limited prepayment, extension and default  risk,
such   as  planned  amortization  class  bonds.  The  Company's  investments  in
interest-only and principal-only CMOs, which  are also subject to interest  rate
risk resulting from accelerated prepayments, represented approximately 2% and 6%
of total CMO investments at December 31, 1995 and 1994, respectively.
 
  At  December  31,  1995,  contractual  fixed  maturity  investment commitments
approximated $229 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 1996, with the majority occurring within the first three months.
 
  B) SHORT-TERM INVESTMENTS  AND CASH EQUIVALENTS:   Short-term investments  and
cash  equivalents,  in  the  aggregate,  included  debt  securities, principally
corporate securities of  $259 million  and $323 million  and federal  government
securities  of  $70  million and  $7  million  at December  31,  1995  and 1994,
respectively, and foreign government  securities of $1  million at December  31,
1994.
 
  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)                                                                   1995       1994
- -----------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>
Mortgage Loans...........................................................  $  10,218  $   8,975
                                                                           ---------  ---------
Real estate:
  Held for sale..........................................................        671        760
  Held for production of income..........................................        487        682
                                                                           ---------  ---------
Total real estate........................................................      1,158      1,442
- -----------------------------------------------------------------------------------------------
Total....................................................................  $  11,376  $  10,417
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
</TABLE>
 
  Valuation  reserves for mortgage loans, including policyholder share, were $82
million and  $115  million as  of  December  31, 1995  and  1994,  respectively.
Valuation  reserves and cumulative write-downs related to real estate, including
policyholder share, were $310 million and  $309 million as of December 31,  1995
and 1994, respectively.
 
  During 1995, 1994 and 1993, non-cash investing activities included real estate
acquired through foreclosure of mortgage loans, which totaled $144 million, $127
million and $458 million, respectively.
 
                                       20
<PAGE>
  At  December  31, mortgage  loans and  real  estate investments  comprised the
following property types and geographic regions:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                   1995       1994
- -----------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>
Property type:
  Office buildings.......................................................  $   4,493  $   4,092
  Retail facilities......................................................      4,327      3,867
  Hotels.................................................................        711        819
  Apartment buildings....................................................      1,246        997
  Other..................................................................        599        642
- -----------------------------------------------------------------------------------------------
Total....................................................................  $  11,376  $  10,417
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
Geographic region:
  Central................................................................  $   4,032  $   3,664
  Pacific................................................................      2,580      2,558
  Middle Atlantic........................................................      1,951      1,652
  South Atlantic.........................................................      1,647      1,585
  New England............................................................      1,166        958
- -----------------------------------------------------------------------------------------------
Total....................................................................  $  11,376  $  10,417
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
</TABLE>
 
  At December 31, 1995, scheduled mortgage loan maturities were as follows: 1996
- -- $1.1 billion; 1997 -- $1 billion; 1998 -- $750 million; 1999 -- $1.3 billion;
2000 --  $1.6 billion;  and  $4.5 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  1995 and  1994, the  Company refinanced  approximately $379
million and  $600  million, respectively,  of  its mortgage  loans  relating  to
borrowers that were unable to obtain alternative financing.
 
  At  December 31,  1995, the  Company's total  investment in  impaired mortgage
loans was  $838  million,  including $447  million,  before  valuation  reserves
totaling  $82 million, and $391 million, which had no valuation reserves. During
1995, valuation  reserves  for  mortgage loans,  including  policyholder  share,
decreased  from  $127 million  as  of December  31, 1994  to  $82 million  as of
December 31, 1995. The net  decrease for the year  reflects: (1) $27 million  of
mortgage loan reserves transferred to foreclosed real estate, (2) $33 million of
charge-offs, and (3) a $15 million net increase in valuation reserves.
 
  During  1995, the average total investment  in impaired mortgage loans, before
valuation reserves, was approximately $935 million, and interest income recorded
and cash received on these loans was approximately $71 million.
 
  At  December  31,  1995,  contractual  commitments  to  extend  credit   under
commercial  mortgage loan agreements amounted to approximately $580 million, all
of which  were at  a fixed  market rate  of interest.  These commitments  expire
within three months, and are diversified by property type and geographic region.
 
                                       21
<PAGE>
  D)  NET  UNREALIZED APPRECIATION  (DEPRECIATION)  OF INVESTMENTS:   Unrealized
appreciation (depreciation) for investments carried at fair value as of December
31 were as follows:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                      1995       1994
- --------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>
Unrealized appreciation:
  Fixed maturities..........................................................  $   2,131  $     218
  Equity securities.........................................................         23         22
                                                                              ---------  ---------
                                                                                  2,154        240
                                                                              ---------  ---------
Unrealized depreciation:
  Fixed maturities..........................................................       (116)      (465)
  Equity securities.........................................................        (11)       (12)
                                                                              ---------  ---------
                                                                                   (127)      (477)
                                                                              ---------  ---------
Less policyholder-related amounts...........................................      1,279       (141)
                                                                              ---------  ---------
Shareholder net unrealized appreciation (depreciation)......................        748        (96)
Less deferred income taxes (benefits).......................................        272        (30)
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation)..................................  $     476  $     (66)
- --------------------------------------------------------------------------------------------------
                                                                              --------------------
</TABLE>
 
  Net unrealized  appreciation (depreciation)  for investments  carried at  fair
value  is  included as  a  separate component  of  Shareholders' Equity,  net of
policyholder-related amounts  and  deferred  income taxes.  The  net  unrealized
appreciation  (depreciation) for these  investments, primarily fixed maturities,
during 1995, 1994 and  1993 was $542 million,  ($494) million and $423  million,
respectively.
 
  During 1995, 1994 and 1993, the net unrealized appreciation (depreciation) for
fixed maturities that were carried at amortized cost in the financial statements
was ($14) million, ($1.2) billion and $129 million, 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)                                                                        1995       1994
- ----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>
Fixed maturities..............................................................  $      75  $      71
Mortgage loans................................................................         17         81
Real estate...................................................................        234        280
- ----------------------------------------------------------------------------------------------------
Total.........................................................................  $     326  $     432
- ----------------------------------------------------------------------------------------------------
                                                                                --------------------
</TABLE>
 
  F)  DERIVATIVE FINANCIAL INSTRUMENTS:  The Company's investment strategy is to
manage the characteristics  of investment assets,  such as liquidity,  currency,
yield  and duration,  to reflect the  underlying characteristics  of the related
insurance  and  contractholder  liabilities,  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
 
                                       22
<PAGE>
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.
 
  Changes  in  the market  value  of futures  contracts  that qualify  for hedge
accounting 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  $22
million  and $142 million  as of December  31, 1995 and  1994, respectively, and
were accounted for as hedges. At December 31, 1995, gains and losses on  futures
contracts  deferred in anticipation of investment  purchases were $4 million and
$1 million, respectively.  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. The fair value of interest
rate swap  contracts is  reported as  an adjustment  to the  fair value  of  the
related  investment.  Underlying  notional  principal  amounts  associated  with
interest rate swap contracts outstanding were  $508 million and $596 million  at
December 31, 1995 and 1994, 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 and Japanese yen) are recognized
as net investment  income when  received. The fair  value of  currency swaps  is
reported  as  an  adjustment  to  the  fair  value  of  the  related investment.
Underlying principal amounts associated with currency swap contracts outstanding
were $335 million and $325 million at December 31, 1995 and 1994, respectively.
 
  As of December 31,  1995 and 1994, respectively,  the Company's variable  rate
investments  consisted of approximately  $1.4 billion and  $810 million of fixed
maturities, respectively. As of December 31, 1995 and 1994, the Company's  fixed
rate  investments consisted of $20.6 billion and $17.6 billion, respectively, of
fixed maturities  and $10  billion  and $9  billion, respectively,  of  mortgage
loans.  As a result of recognizing amortization of deferred market value changes
in futures contracts,  net investment  income on  bonds and  mortgage loans  was
increased  by  $10 million  and  $1 million,  respectively,  for the  year ended
December 31, 1995 and by $7 million  and $1 million, respectively, for the  year
ended  December 31, 1994. In addition, the increase in net investment income for
bonds resulting from interest  rate swap contracts was  $3 million, $12  million
and $19 million for 1995, 1994 and 1993, respectively.
 
  G)  OTHER:  As of December 31, 1995 and 1994, the Company had no concentration
of investments in a single investee exceeding 10% of Shareholder's Equity.
 
                                       23
<PAGE>
NOTE 4 -- 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)                                                         1995       1994       1993
- ---------------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
Fixed maturities..................................................  $   1,669  $   1,596  $   1,547
Mortgage loans....................................................        866        776        892
Equity securities.................................................         15         20         16
Policy loans......................................................        499        365        253
Real estate.......................................................        301        291        238
Other long-term investments.......................................         33         23         20
Short-term investments............................................         40          8         18
                                                                    ---------  ---------  ---------
                                                                        3,423      3,079      2,984
Less investment expenses..........................................        285        274        242
- ---------------------------------------------------------------------------------------------------
Net investment income.............................................  $   3,138  $   2,805  $   2,742
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</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, was  approximately $1.8 billion,
$1.5 billion  and  $1.6 billion  for  1995,  1994 and  1993,  respectively.  Net
investment income for separate accounts, which is not reflected in the Company's
revenues, was $885 million, $693 million and $604 million for December 31, 1995,
1994 and 1993, respectively.
 
  As  of December 31,  1995, fixed maturities and  mortgage loans on non-accrual
status, including  policyholder  share,  were $149  million  and  $523  million,
including   restructured  investments   of  $105   million  and   $447  million,
respectively. Amounts on non-accrual  status as of December  31, 1994 were  $272
million  of  fixed  maturities and  $743  million of  mortgage  loans, including
restructurings of $148 million  and $543 million,  respectively. If interest  on
these  investments had been recognized in  accordance with their original terms,
net income would have been increased by $12 million, $14 million and $17 million
in 1995, 1994 and 1993, 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)                                                                   1995         1994         1993
- --------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>          <C>          <C>
Realized investment gains (losses):
  Fixed maturities.....................................................   $     (10)   $       4    $      28
  Mortgage loans.......................................................          (5)          --           (5)
  Equity securities....................................................           5            2           (5)
  Real estate..........................................................           4           15          (66)
  Other................................................................          (1)           6          (17)
                                                                                ---          ---          ---
                                                                                 (7)          27          (65)
Income tax (benefits) expenses.........................................          (2)          12          (16)
- --------------------------------------------------------------------------------------------------------------
Net realized investment gains (losses).................................   $      (5)   $      15    $     (49)
- --------------------------------------------------------------------------------------------------------------
                                                                                        ---------------------
</TABLE>
 
  Impairments in the value of investments, net of recoveries, that are  included
in  realized investment gains and  losses were $27 million,  $33 million and $55
million in 1995, 1994 and 1993, respectively.
 
  Realized investment  gains  (losses)  for separate  accounts,  which  are  not
reflected  in the Company's revenues, were  $412 million, ($51) million and $612
million for the  years ended  December 31,  1995, 1994  and 1993,  respectively.
Realized  investment (losses) attributable to policyholder contracts, which also
are not reflected in the Company's revenues, were ($6) million and ($5)  million
for  the  years  ended  December  31,  1995  and  1993,  respectively.  Realized
investment gains (losses) attributable to  policyholder contracts were zero  for
the year ended December 31, 1994.
 
                                       24
<PAGE>
  Sale  of available-for-sale fixed maturities  and equity securities, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                     1995       1994
- -------------------------------------------------------------------------------------------------
<S>                                                                          <C>        <C>
Proceeds from sales........................................................  $   1,667  $   2,116
Gross gains on sales.......................................................  $      78  $      73
Gross losses on sales......................................................  $     (53) $     (70)
- -------------------------------------------------------------------------------------------------
                                                                             --------------------
</TABLE>
 
  Prior to  the SFAS  No.  115 reclassification  described  in Note  2(B),  $171
million   of   fixed  maturities   classified  as   held-to-maturity,  including
policyholder share, were transferred to the available-for-sale category in  1995
resulting  in the recognition in Shareholder's Equity of unrealized depreciation
of $15 million, net of  policyholder-related amounts and deferred income  taxes.
During  1994, the Company 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, in 1994 $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
in 1993.  Such  sales  resulted  in gross  realized  gains  and  gross  realized
(losses),  including  policyholder  share,  of  $36  million  and  ($3) million,
respectively. 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.
 
NOTE 5 -- 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 permitted accounting practices utilized by  the
Company that were materially different from those prescribed by the Department.
 
  Capital  stock  of the  Company at  December  31, 1995  and 1994  consisted of
5,978,322 shares of common stock  authorized, issued and outstanding (par  value
$5.00).
 
  The  Company's statutory  net income was  $390 million, $428  million and $397
million for  1995,  1994 and  1993,  respectively. Statutory  surplus  was  $2.1
billion  and  $2.0 billion  at  December 31,  1995  and 1994,  respectively. The
Connecticut Insurance Holding Company Act limits the 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  that may be made  by the Company during
1996 without prior approval is $432 million. The amount of restricted net assets
as of December 31, 1995 was approximately $4.1 billion.
 
NOTE 6 -- INCOME TAXES
 
  The Company's net deferred tax  asset of $403 million  and $661 million as  of
December  31, 1995 and 1994, respectively, reflects management's belief that the
Company's taxable income in future years  will be sufficient to realize the  net
deferred  tax  asset based  on  the Company's  earnings  history and  its future
expectations. 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.
 
                                       25
<PAGE>
  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, 1995
would result in  a tax liability  of $158  million, 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 CIGNA's financial  statements
in  anticipation  of  the  results of  these  audits.  In  management's opinion,
adequate tax liabilities have been established for all years.
 
  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)                                                                     1995       1994
- ----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>
Deferred tax assets:
  Insurance and contractholder liabilities....................................  $     324  $     337
  Employee and retiree benefit plans..........................................        176        175
  Investments, net............................................................        225        220
  Unrealized depreciation on investments......................................         --         30
  Other.......................................................................         72         71
                                                                                ---------  ---------
  Total deferred tax assets...................................................        797        833
                                                                                ---------  ---------
Deferred tax liabilities:
  Policy acquisition expenses.................................................         25         60
  Depreciation................................................................         97        102
  Unrealized appreciation on investments......................................        272         --
  Other.......................................................................         --         10
                                                                                ---------  ---------
  Total deferred tax liabilities..............................................        394        172
- ----------------------------------------------------------------------------------------------------
  Deferred income taxes, net..................................................  $     403  $     661
- ----------------------------------------------------------------------------------------------------
                                                                                --------------------
</TABLE>
 
  Total income tax expense was less  than the amount computed using the  nominal
federal income tax rate of 35% for the following reasons:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                               1995         1994        1993
- ------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>          <C>          <C>
Tax expense at nominal rate............................................   $     266    $     271   $     261
Tax-exempt interest income.............................................          (6)          (7)         (6)
Dividends received deduction...........................................          (7)          (3)         (4)
Amortization of goodwill...............................................           4            4           5
Resolved federal tax audit issues......................................          --           (2)         (3)
Increase in deferred tax asset for tax rate change.....................          --           --         (13)
Other, net.............................................................          --            2          (4)
- ------------------------------------------------------------------------------------------------------------
Total income tax expense...............................................   $     257    $     265   $     236
- ------------------------------------------------------------------------------------------------------------
                                                                         -----------------------------------
</TABLE>
 
                                       26
<PAGE>
  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)                                                              1995         1994        1993
- -----------------------------------------------------------------------------------------------------------
<S>                                                                     <C>          <C>          <C>
Insurance and contractholder liabilities..............................   $      13    $      93   $     (80)
Policy acquisition expenses...........................................         (35)          (8)        (39)
Investments, net......................................................         (21)         (19)        (36)
Employee and retiree benefit plans....................................          (1)          (9)        (16)
Realized investment (gains) losses....................................          16          (20)        (24)
Other.................................................................         (16)           8          (2)
- -----------------------------------------------------------------------------------------------------------
Deferred taxes (benefits).............................................   $     (44)   $      45   $    (197)
- -----------------------------------------------------------------------------------------------------------
                                                                        -----------------------------------
</TABLE>
 
NOTE 7 -- 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 plan sponsored by
CIGNA covering  most  domestic employees  (the  Plan) 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 $23  million, $31 million and
$27 million in 1995, 1994 and 1993, respectively.
 
  The Plan,  and several  separate pension  plans for  various subsidiaries  and
agents,  had deposits with the Company  totalling approximately $2.0 billion and
$1.7 billion at December 31, 1995 and 1994, 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. CIGNA's contributions  for
health  care benefits depend upon a retiree's  date of retirement, age, years of
service and other  cost-sharing features, such  as deductibles and  coinsurance.
Under  the  terms  of the  benefit  plans, benefit  provisions  and cost-sharing
features can  be adjusted.  In general,  retiree health  care benefits  are  not
funded  by CIGNA, but  are paid as  covered expenses are  incurred. Retiree life
insurance benefits  are  paid  from  plan assets  or  as  covered  expenses  are
incurred.
 
  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 $20 million for
1995, $28 million for  1994 and $15 million  for 1993. The other  postretirement
benefit  liability  included in  Accounts  Payable, Accrued  Expenses  and Other
Liabilities as of December 31, 1995 and 1994 was $427 million and $422  million,
including   net  intercompany   payables  of   $28  million   and  $29  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.
 
  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
 
                                       27
<PAGE>
benefits is accrued when determined to be probable and estimable, generally upon
disability  or  termination. See  Note  8 for  additional  information regarding
severance accrued as part of cost reduction initiatives.
 
  D) CAPITAL ACCUMULATION  PLANS:  CIGNA  sponsors various capital  accumulation
plans   in  which  employee  contributions  on  a  pre-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 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 for  1995
and 1994 and $13 million for 1993.
 
NOTE 8 -- SEGMENT INFORMATION
 
  The  Company operates principally in three  segments: Employee Life and Health
Benefits, Employee  Retirement and  Savings Benefits,  and Individual  Financial
Services.  Other Operations consists principally of the results of the Company's
settlement annuity business.
 
  Summarized financial information with respect to the business segments for the
year ended and as of December 31 was as follows:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                      1995       1994       1993
- ------------------------------------------------------------------------------------------------
<S>                                                              <C>        <C>        <C>
REVENUES
Employee Life and Health Benefits..............................  $   4,243  $   4,194  $   3,811
Employee Retirement and Savings Benefits.......................      1,914      1,887      2,044
Individual Financial Services..................................      1,800      1,546      1,351
Other Operations...............................................        181        173        190
- ------------------------------------------------------------------------------------------------
Total..........................................................  $   8,138  $   7,800  $   7,396
- ------------------------------------------------------------------------------------------------
                                                                 -------------------------------
 
- ------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                         1995       1994       1993
- ------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES
Employee Life and Health Benefits..............................  $     294  $     323  $     378
Employee Retirement and Savings Benefits.......................        232        258        172
Individual Financial Services..................................        252        237        198
Other Operations...............................................        (17)       (44)        (2)
- ------------------------------------------------------------------------------------------------
Total..........................................................  $     761  $     774  $     746
- ------------------------------------------------------------------------------------------------
                                                                 -------------------------------
 
- ------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                         1995       1994       1993
- ------------------------------------------------------------------------------------------------
IDENTIFIABLE ASSETS
Employee Life and Health Benefits..............................  $   7,629  $   7,197  $   7,307
Employee Retirement and Savings Benefits.......................     37,609     33,588     34,068
Individual Financial Services..................................     16,189     12,612      9,824
Other Operations...............................................      2,569      2,111      2,283
- ------------------------------------------------------------------------------------------------
Total..........................................................  $  63,996  $  55,508  $  53,482
- ------------------------------------------------------------------------------------------------
                                                                 -------------------------------
</TABLE>
 
  During 1995, the Company  recorded a $13 million  pre-tax charge, included  in
Other  Operating Expenses, for  cost reduction initiatives  in the Employee Life
and Health Benefits segment. The charge consisted primarily of severance-related
expenses representing costs associated  with nonvoluntary employee  terminations
covering  approximately 1,100  employees. The  cash outlays  associated with the
restructuring initiatives began in the third  quarter of 1995 and will  continue
through  1997, with most of  the cash outlays expected  to occur in 1996. During
1995, $3 million of severance was paid to 500
 
                                       28
<PAGE>
terminated employees.  During  1993,  the  Company  implemented  cost  reduction
initiatives in the Employee Life and Health Benefits segment to reduce operating
expenses.  Results for  1993 reflected  a pre-tax charge  of $8  million for the
estimated costs of  these cost reduction  actions. The Company  has funded,  and
will  continue to fund, these costs through liquid assets, and such funding will
not have a material adverse effect on its liquidity.
 
NOTE 9 -- LEASES AND RENTALS
 
  Rental expenses for operating leases,  principally with respect to  buildings,
amounted  to $60 million,  $62 million and  $66 million in  1995, 1994 and 1993,
respectively.
 
  As  of  December  31,   1995,  future  net   minimum  rental  payments   under
non-cancelable operating leases were $92 million, payable as follows: 1996 - $37
million;  1997 - $24 million; 1998  - $13 million; 1999 -  $9 million; 2000 - $4
million; and $5 million thereafter.
 
NOTE 10 -- 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 characteristic of its reinsurers.
 
  Failure  of  reinsurers to  indemnify the  Company, as  a result  of reinsurer
insolvencies and disputes, could result in  losses. As of December 31, 1995  and
1994  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)                                                         1995       1994       1993
- ---------------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
SHORT-DURATION CONTRACTS
Premiums and Fees:
  Direct..........................................................  $   3,374  $   3,419  $   2,666
  Assumed.........................................................        818        716      1,248
  Ceded...........................................................       (391)      (291)      (329)
- ---------------------------------------------------------------------------------------------------
Net earned premiums and fees......................................  $   3,801  $   3,844  $   3,585
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
 
LONG-DURATION CONTRACTS
Premiums and Fees:
  Direct..........................................................  $   1,189  $   1,068  $   1,023
  Assumed.........................................................        127        126        166
  Ceded...........................................................       (119)       (78)       (70)
- ---------------------------------------------------------------------------------------------------
Net earned premiums and fees......................................  $   1,197  $   1,116  $   1,119
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</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 1995, 1994  and 1993 were net of reinsurance
recoveries of $574 million, $415 million and $603 million, respectively.
 
NOTE 11 -- 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
 
                                       29
<PAGE>
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, to monitor
this  status  on  a  periodic  basis   and  to  reduce  risk  through   security
arrangements.
 
    The  industrial  revenue  bonds  guaranteed  directly  by  the  Company have
remaining maturities of up  to 20 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, 1995 and
1994 was $266  million and  $296 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,  losses for industrial revenue  bonds were $1 million.  There were no such
losses in 1995 and 1993.
 
    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, 1995 and 1994, the amount of minimum  benefit
guarantees  for separate  account contracts was  $5.1 billion  and $4.8 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, reserves of $6 million were recorded.
No such reserves were required as of December 31, 1995. 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 that could affect them. Some of the changes include initiatives  to:
reform the federal tax system; restrict insurance pricing and the application of
underwriting  standards; reform health care; and  expand regulation. Some of the
more significant issues are discussed below.
 
    Legislation is  expected to  be considered  by Congress  that is  likely  to
limit,  and eventually substantially eliminate,  the tax deductibility of policy
loan  interest  for  corporate-owned  life   insurance.  The  outcome  of   such
legislation  is uncertain and, although it  could have a material adverse effect
on results of operations  for the Individual Financial  Services segment, it  is
not expected to be material to the Company's consolidated results of operations,
liquidity or financial condition.
 
    The Company expects proposals for federal and state legislation seeking some
health  care insurance reforms. 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.
 
    In recent years,  the number  of insurance  companies that  are impaired  or
insolvent  has increased. 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. The Company recorded pre-tax charges of $17 million, $12 million
and $10  million  for 1995,  1994  and  1993, respectively,  for  guaranty  fund
assessments  that can  be reasonably  estimated 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.
 
                                       30
<PAGE>
    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 12 -- 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 following table.  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>
                                                                     1995                    1994
<S>                                                               <C>          <C>        <C>          <C>
- ----------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                                   Carrying      Fair      Carrying      Fair
                         (IN MILLIONS)                              Amount       Value      Amount       Value
<S>                                                               <C>          <C>        <C>          <C>
- ----------------------------------------------------------------------------------------------------------------
Assets:
  Fixed maturities-held to maturity.............................   $      --   $      --   $  10,061   $  10,075
  Mortgage loans................................................   $  10,218   $  10,364   $   8,975   $   8,610
 
Liabilities:
  Contractholder deposit funds-non-insurance products...........   $  19,797   $  19,890   $  18,561   $  18,381
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</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,
1995 and 1994 were not material.
 
NOTE 13 -- 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  at December  31, 1994.  During 1993,  the Company
earned experience-rated refunds from  CIGNA P&C, net of  premiums ceded, of  $63
million.  Effective  January  1,  1995 the  treaty  was  cancelled.  Reserves of
approximately $300 million, primarily related to long-term disability  business,
were  recaptured  in 1995,  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 $1.7 billion at
December 31, 1995 and 1994.
 
    The  Company  cedes  long-term  disability  business  to  LINA.  Reinsurance
recoverables  from LINA at December 31, 1995 and 1994 were $996 million and $992
million, respectively.
 
    The Company  had lines  of credit  available from  affiliates totaling  $600
million  at both  December 31,  1995 and 1994.  All borrowings  are payable upon
demand with interest rates equivalent to
 
                                       31
<PAGE>
CIGNA's average  monthly short-term  borrowing  rate plus  1/4 of  1%.  Interest
expense  was $1  million and $3  million for  1994 and 1993  respectively. As of
December 31, 1995  and 1994,  there were  no borrowings  outstanding under  such
lines.
 
    The Company extended lines of credit to affiliates totalling $600 million at
December  31, 1995  and 1994.  All loans are  payable upon  demand with interest
rates equivalent to  CIGNA's average  monthly short-term borrowing  rate. As  of
December  31,  1994,  the  Company  had $1.5  million  in  outstanding  loans to
affiliates under such lines.  There were no amounts  outstanding as of  December
31, 1995.
 
    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.  Withdrawals  from  the Account,  up  to  the total  amount  of the
participant's investment in the  Account, are allowed on  a demand basis. As  of
December  31, 1995 and  1994, the Company had  a balance in  the Account of $212
million and $259 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.
 
                                       32
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
ALGER AMERICAN GROWTH PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Alger American
 Fund-Alger American Growth
 Portfolio at value...............  $3,860,017
Receivable from Connecticut
 General Life Insurance Company...     33,856
                                    ---------
  Total assets....................  3,893,873
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................     33,856
                                    ---------
  Net assets......................  $3,860,017
                                    ---------
                                    ---------
Accumulation units outstanding....    311,649
Net asset value per accumulation
 unit.............................  $12.385784
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      50
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.........     10,034
                                    ---------
  Net investment loss.............     (9,984)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
Capital distribution from
 portfolio sponsor................        177
Realized gain on share
 transactions.....................        800
                                    ---------
  Net realized gain...............        977
  Net unrealized loss.............     (4,368)
                                    ---------
    Net realized and unrealized
     loss on investments..........     (3,391)
                                    ---------
DECREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $ (13,375)
                                    ---------
                                    ---------
</TABLE>
    
 
   
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (9,984)
Net realized gain...............................................................        977
Net unrealized loss.............................................................     (4,368)
                                                                                  ---------
  Net decrease from operations..................................................    (13,375)
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  3,123,028
Participant transfers...........................................................    758,535
Participant withdrawals.........................................................     (8,171)
                                                                                  ---------
  Net increase from participant transactions....................................  3,873,392
                                                                                  ---------
    Total increase in net assets................................................  3,860,017
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $3,860,017
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................    251,529
Participant transfers...........................................................     60,779
Participant withdrawals.........................................................       (659)
                                                                                  ---------
  Net increase in units from participant transactions...........................    311,649
                                                                                  ---------
                                                                                  ---------
</TABLE>
    
 
* Date deposits first received.
**Reduced by $27 due to the waiver of 1.20% mortality and expense risk charge
  from April 12, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              33
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
   
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
    
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1995
ASSETS:
Investments in Alger American
 Fund-Alger American Leveraged
 AllCap Portfolio at value........  $1,209,214
Receivable from Connecticut
 General Life Insurance Company...      2,457
                                    ---------
  Total assets....................  1,211,671
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................      2,457
                                    ---------
  Net assets......................  $1,209,214
                                    ---------
                                    ---------
Accumulation units outstanding....     87,024
Net asset value per accumulation
 unit.............................  $13.895178
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 2, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      --
 
EXPENSES:
Mortality and expense risk and
 administrative charges...........      3,487
                                    ---------
  Net investment loss.............     (3,487)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain.................        947
Net unrealized gain...............     33,801
                                    ---------
  Net realized and unrealized gain
   on investments.................     34,748
                                    ---------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $  31,261
                                    ---------
                                    ---------
</TABLE>
    
 
   
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 2, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (3,487)
Net realized gain...............................................................        947
Net unrealized gain.............................................................     33,801
                                                                                  ---------
  Net increase from operations..................................................     31,261
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  1,060,357
Participant transfers...........................................................    120,303
Participant withdrawals.........................................................     (2,707)
                                                                                  ---------
  Net increase from participant transactions....................................  1,177,953
                                                                                  ---------
    Total increase in net assets................................................  1,209,214
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $1,209,214
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................     78,344
Participant transfers...........................................................      8,865
Participant withdrawals.........................................................       (185)
                                                                                  ---------
  Net increase in units from participant transactions...........................     87,024
                                                                                  ---------
                                                                                  ---------
</TABLE>
    
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
34
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
   
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
    
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Alger American
 Fund-Alger American MidCap Growth
 Portfolio at value...............  $2,038,525
Receivable from Connecticut
 General Life Insurance Company...     39,873
                                    ---------
  Total assets....................  2,078,398
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................     39,873
                                    ---------
  Net assets......................  $2,038,525
                                    ---------
                                    ---------
Accumulation units outstanding....    155,535
Net asset value per accumulation
 unit.............................  $13.106537
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      --
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.........      5,589
                                    ---------
  Net investment loss.............     (5,589)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
Net realized gain.................      1,696
Net unrealized loss...............    (36,557)
                                    ---------
  Net realized and unrealized loss
   on investments.................    (34,861)
                                    ---------
DECREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $ (40,450)
                                    ---------
                                    ---------
</TABLE>
    
 
   
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (5,589)
Net realized gain...............................................................      1,696
Net unrealized loss.............................................................    (36,557)
                                                                                  ---------
  Net decrease from operations..................................................    (40,450)
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  1,501,932
Participant transfers...........................................................    580,520
Participant withdrawals.........................................................     (3,477)
                                                                                  ---------
  Net increase from participant transactions....................................  2,078,975
                                                                                  ---------
    Total increase in net assets................................................  2,038,525
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $2,038,525
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................    119,409
Participant transfers...........................................................     36,391
Participant withdrawals.........................................................       (265)
                                                                                  ---------
  Net increase in units from participant transactions...........................    155,535
                                                                                  ---------
                                                                                  ---------
</TABLE>
    
 
* Date deposits first received.
**Reduced by $5 due to the waiver of 1.20% mortality and expense risk charge
  from April 10, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              35
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1995
ASSETS:
Investment in Alger American
 Fund-Alger American Small
 Capitalization Portfolio at
 value............................  $3,271,500
Receivable from Connecticut
 General Life Insurance Company...     95,998
                                    ---------
  Total assets....................  3,367,498
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................     95,998
                                    ---------
  Net assets......................  $3,271,500
                                    ---------
                                    ---------
Accumulation units outstanding....    249,882
Net asset value per accumulation
 unit.............................  $13.092181
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      --
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.........      8,458
                                    ---------
  Net investment loss.............     (8,458)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
Net realized gain.................      1,901
Net unrealized loss...............    (95,387)
                                    ---------
  Net realized and unrealized loss
   on investments.................    (93,486)
                                    ---------
DECREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $(101,944)
                                    ---------
                                    ---------
</TABLE>
    
 
   
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (8,458)
Net realized gain...............................................................      1,901
Net unrealized loss.............................................................    (95,387)
                                                                                  ---------
  Net decrease from operations..................................................   (101,944)
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  2,657,000
Participant transfers...........................................................    720,359
Participant withdrawals.........................................................     (3,915)
                                                                                  ---------
  Net increase from participant transactions....................................  3,373,444
                                                                                  ---------
    Total increase in net assets................................................  3,271,500
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $3,271,500
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................    197,891
Participant transfers...........................................................     52,277
Participant withdrawals.........................................................       (286)
                                                                                  ---------
  Net increase in units from participant transactions...........................    249,882
                                                                                  ---------
                                                                                  ---------
</TABLE>
    
 
* Date deposits first received.
**Reduced  by $5 due  to the waiver  of 1.20% mortality  and expense risk charge
  from April 10, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
36
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
FIDELITY EQUITY-INCOME PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Variable Insurance
 Products Fund-Equity-Income
 Portfolio at value...............  $6,546,342
Receivable from Connecticut
 General Life Insurance Company...     26,900
                                    ---------
  Total assets....................  6,573,242
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................     26,900
                                    ---------
  Net assets......................  $6,546,342
                                    ---------
                                    ---------
Accumulation units outstanding....    539,741
Net asset value per accumulation
 unit.............................  $12.128673
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $  35,697
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.........     13,509
                                    ---------
  Net investment income...........     22,188
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain.................      1,932
Net unrealized gain...............    268,841
                                    ---------
  Net realized and unrealized gain
   on investments.................    270,773
                                    ---------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $ 292,961
                                    ---------
                                    ---------
</TABLE>
    
 
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income...........................................................  $  22,188
Net realized gain...............................................................      1,932
Net unrealized gain.............................................................    268,841
                                                                                  ---------
  Net increase from operations..................................................    292,961
                                                                                  ---------
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  4,631,355
Participant transfers...........................................................  1,625,177
Participant withdrawals.........................................................     (3,151)
                                                                                  ---------
  Net increase from participant transactions....................................  6,253,381
                                                                                  ---------
    Total increase in net assets................................................  6,546,342
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $6,546,342
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................    397,069
Participant transfers...........................................................    142,943
Participant withdrawals.........................................................       (271)
                                                                                  ---------
  Net increase in units from participant transactions...........................    539,741
                                                                                  ---------
                                                                                  ---------
</TABLE>
 
* Date deposits first received.
   
**Reduced by $12 due to the waiver of 1.20% mortality and expense risk charge
  from April 10, 1995 through May 31, 1995.
    
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              37
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
FIDELITY MONEY MARKET PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                                <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Variable Insurance
 Products Fund-Money Market
 Portfolio at value..............  $6,975,643
Receivable from Connecticut
 General Life Insurance
 Company.........................      65,479
                                   ----------
  Total assets...................   7,041,122
                                   ----------
LIABILITIES:
Payable for fund shares
 purchased.......................      65,479
                                   ----------
  Total liabilities..............      65,479
                                   ----------
  Net assets.....................  $6,975,643
                                   ----------
                                   ----------
Accumulation units outstanding...     680,856
Net asset value per accumulation
 unit............................  $10.245402
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 8, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends........................  $  194,306
EXPENSES:
Mortality and expense risk and
 administrative charges..........      44,868
                                   ----------
  Net investment income..........     149,438
                                   ----------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain................          --
Net unrealized gain..............          --
                                   ----------
  Net realized and unrealized
   gain on investments...........          --
                                   ----------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS.................  $  149,438
                                   ----------
                                   ----------
</TABLE>
    
 
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 8, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income...........................................................  $  149,438
                                                                                  ----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  18,278,638
Participant transfers...........................................................  (11,136,841)
Participant withdrawals.........................................................    (315,592)
                                                                                  ----------
  Net increase from participant transactions....................................   6,826,205
                                                                                  ----------
    Total increase in net assets................................................   6,975,643
                                                                                  ----------
NET ASSETS:
Beginning of period.............................................................          --
                                                                                  ----------
End of period...................................................................  $6,975,643
                                                                                  ----------
                                                                                  ----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................   2,022,159
Participant transfers...........................................................  (1,288,028)
Participant withdrawals.........................................................     (53,275)
                                                                                  ----------
  Net increase in units from participant transactions...........................     680,856
                                                                                  ----------
                                                                                  ----------
</TABLE>
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
38
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
FIDELITY ASSET MANAGER PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Variable Insurance
 Products Fund II-Asset Manager
 Portfolio at value...............  $ 703,613
Receivable from Connecticut
 General Life Insurance Company...     14,348
                                    ---------
  Total assets....................    717,961
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................     14,348
                                    ---------
  Net assets......................  $ 703,613
                                    ---------
                                    ---------
Accumulation units outstanding....     62,375
Net asset value per accumulation
 unit.............................  $11.280365
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      --
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.........      1,848
                                    ---------
  Net investment loss.............     (1,848)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain.................          9
Net unrealized gain...............     26,341
                                    ---------
  Net realized and unrealized gain
   on investments.................     26,350
                                    ---------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $  24,502
                                    ---------
                                    ---------
</TABLE>
    
 
   
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (1,848)
Net realized gain...............................................................          9
Net unrealized gain.............................................................     26,341
                                                                                  ---------
  Net increase from operations..................................................     24,502
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................    392,841
Participant transfers...........................................................    286,354
Participant withdrawals.........................................................        (84)
                                                                                  ---------
  Net increase from participant transactions....................................    679,111
                                                                                  ---------
    Total increase in net assets................................................    703,613
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $ 703,613
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................     37,964
Participant transfers...........................................................     24,419
Participant withdrawals.........................................................         (8)
                                                                                  ---------
  Net increase in units from participant transactions...........................     62,375
                                                                                  ---------
                                                                                  ---------
</TABLE>
    
 
* Date deposits first received.
**Reduced by $17 due to the waiver of 1.20% mortality and expense risk charge
  from April 12, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              39
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
FIDELITY INVESTMENT GRADE BOND PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1995
ASSETS:
Investment in Variable Insurance
 Products Fund II-Investment Grade
 Bond Portfolio at value..........  $1,521,578
Receivable from Connecticut
 General Life Insurance Company...      9,886
                                    ---------
  Total assets....................  1,531,464
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................      9,886
                                    ---------
  Net assets......................  $1,521,578
                                    ---------
                                    ---------
Accumulation units outstanding....    144,347
Net asset value per accumulation
 unit.............................  $10.541110
STATEMENT OF OPERATIONS
PERIOD FROM JULY 18, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      --
 
EXPENSES:
Mortality and expense risk and
 administrative charges...........      1,661
                                    ---------
  Net investment loss.............     (1,661)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain.................        195
Net unrealized gain...............     24,098
                                    ---------
  Net realized and unrealized gain
   on investments.................     24,293
                                    ---------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $  22,632
                                    ---------
                                    ---------
</TABLE>
    
 
   
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JULY 18, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (1,661)
Net realized gain...............................................................        195
Net unrealized gain.............................................................     24,098
                                                                                  ---------
  Net increase from operations..................................................     22,632
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................    532,583
Participant transfers...........................................................    971,815
Participant withdrawals.........................................................     (5,452)
                                                                                  ---------
  Net increase from participant transactions....................................  1,498,946
                                                                                  ---------
    Total increase in net assets................................................  1,521,578
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $1,521,578
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................     54,214
Participant transfers...........................................................     90,676
Participant withdrawals.........................................................       (543)
                                                                                  ---------
  Net increase in units from participant transactions...........................    144,347
                                                                                  ---------
                                                                                  ---------
</TABLE>
    
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
40
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
MFS TOTAL RETURN SERIES SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in MFS Variable
 Insurance Trust-MFS Total
 Return Series at value.......  $ 1,639,416
Receivable from Connecticut
 General Life Insurance
 Company......................       22,507
                                -----------
  Total assets................    1,661,923
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       22,507
                                -----------
  Net assets..................  $ 1,639,416
                                -----------
                                -----------
Accumulation units
 outstanding..................      148,985
Net asset value per
 accumulation unit............  $ 11.003903
STATEMENT OF OPERATIONS
PERIOD FROM JULY 7, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $    31,381
 
EXPENSES:
Mortality and expense risk
 charges and administrative
 charges......................        4,664
                                -----------
  Net investment income.......       26,717
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Capital distribution from
 portfolio sponsor............       29,450
Realized gain on share
 transactions.................            2
                                -----------
  Net realized gain...........       29,452
  Net unrealized gain.........       33,974
                                -----------
    Net realized and
     unrealized gain on
     investments..............       63,426
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    90,143
                                -----------
                                -----------
</TABLE>
    
 
   
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JULY 7, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income.......................................  $    26,717
Net realized gain...........................................       29,452
Net unrealized gain.........................................       33,974
                                                              -----------
  Net increase from operations..............................       90,143
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      934,440
Participant transfers.......................................      615,736
Participant withdrawals.....................................         (903)
                                                              -----------
  Net increase from participant transactions................    1,549,273
                                                              -----------
    Total increase in net assets............................    1,639,416
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $ 1,639,416
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       89,900
Participant transfers.......................................       59,168
Participant withdrawals.....................................          (83)
                                                              -----------
  Net increase in units from participant transactions.......      148,985
                                                              -----------
                                                              -----------
</TABLE>
    
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              41
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
MFS UTILITIES SERIES SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in MFS Variable
 Insurance Trust-MFS Utilities
 Series at value..............  $   512,899
Receivable from Connecticut
 General Life Insurance
 Company......................       17,411
                                -----------
  Total assets................      530,310
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       17,411
                                -----------
  Net assets..................  $   512,899
                                -----------
                                -----------
Accumulation units
 outstanding..................       45,129
Net asset value per
 accumulation unit............  $ 11.365171
STATEMENT OF OPERATIONS
PERIOD FROM JULY 27, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $     8,337
 
EXPENSES:
Mortality and expense risk and
 administrative charges.......        1,333
                                -----------
  Net investment income.......        7,004
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Capital distribution from
 portfolio sponsor............       19,760
Realized gain on share
 transactions.................           78
                                -----------
  Net realized gain...........       19,838
  Net unrealized gain.........        7,914
                                -----------
    Net realized and
     unrealized gain on
     investments..............       27,752
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    34,756
                                -----------
                                -----------
</TABLE>
    
 
   
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JULY 27, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income.......................................  $     7,004
Net realized gain...........................................       19,838
Net unrealized gain.........................................        7,914
                                                              -----------
  Net increase from operations..............................       34,756
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      174,285
Participant transfers.......................................      303,858
                                                              -----------
  Net increase from participant transactions................      478,143
                                                              -----------
    Total increase in net assets............................      512,899
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $   512,899
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       16,955
Participant transfers.......................................       28,174
                                                              -----------
  Net increase in units from participant transactions.......       45,129
                                                              -----------
                                                              -----------
</TABLE>
    
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
42
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
MFS WORLD GOVERNMENTS SERIES SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in MFS Variable
 Insurance Trust-MFS World
 Governments Series at value..  $   342,709
Receivable for fund shares
 sold.........................           12
                                -----------
  Total assets................      342,721
                                -----------
LIABILITIES:
Payable to Connecticut General
 Life Insurance Company.......           12
                                -----------
  Net assets..................  $   342,709
                                -----------
                                -----------
Accumulation units
 outstanding..................       33,344
Net asset value per
 accumulation unit............  $ 10.277969
STATEMENT OF OPERATIONS
PERIOD FROM JULY 7, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $    32,346
 
EXPENSES:
Mortality and expense risk and
 administrative charges.......        1,067
                                -----------
  Net investment income.......       31,279
                                -----------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS:
Net realized gain.............           --
Net unrealized loss...........      (21,937)
                                -----------
  Net realized and unrealized
   loss on investments........      (21,937)
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $     9,342
                                -----------
                                -----------
</TABLE>
    
 
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JULY 7, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income.......................................  $    31,279
Net unrealized loss.........................................      (21,937)
                                                              -----------
  Net increase from operations..............................        9,342
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      297,436
Participant transfers.......................................       36,136
Participant withdrawals.....................................         (205)
                                                              -----------
  Net increase from participant transactions................      333,367
                                                              -----------
    Total increase in net assets............................      342,709
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $   342,709
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       29,898
Participant transfers.......................................        3,466
Participant withdrawals.....................................          (20)
                                                              -----------
  Net increase in units from participant transactions.......       33,344
                                                              -----------
                                                              -----------
</TABLE>
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              43
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
AMT BALANCED PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Neuberger &
 Berman Advisers Management
 Trust-Balanced Portfolio at
 value........................  $   877,817
Receivable for fund shares
 sold.........................           31
                                -----------
  Total assets................      877,848
                                -----------
LIABILITIES:
Payable to Connecticut General
 Life Insurance Company.......           31
                                -----------
  Net assets..................  $   877,817
                                -----------
                                -----------
Accumulation units
 outstanding..................       85,477
Net asset value per
 accumulation unit............  $ 10.269633
STATEMENT OF OPERATIONS
PERIOD FROM JULY 18, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $        --
 
EXPENSES:
Mortality and expense risk and
 administrative charges.......        2,421
                                -----------
  Net investment loss.........       (2,421)
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Net realized gain.............        1,133
Net unrealized gain...........          408
                                -----------
  Net realized and unrealized
   gain on investments........        1,541
                                -----------
DECREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $      (880)
                                -----------
                                -----------
</TABLE>
    
 
   
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JULY 18, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.........................................  $    (2,421)
Net realized gain...........................................        1,133
Net unrealized gain.........................................          408
                                                              -----------
  Net decrease from operations..............................         (880)
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      716,989
Participant transfers.......................................      163,266
Participant withdrawals.....................................       (1,558)
                                                              -----------
  Net increase from participant transactions................      878,697
                                                              -----------
    Total increase in net assets............................      877,817
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $   877,817
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       71,670
Participant transfers.......................................       13,957
Participant withdrawals.....................................         (150)
                                                              -----------
  Net increase in units from participant transactions.......       85,477
                                                              -----------
                                                              -----------
</TABLE>
    
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
44
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
AMT LIMITED MATURITY BOND PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Neuberger &
 Berman Advisers Management
 Trust-Limited Maturity Bond
 Portfolio at value...........  $ 1,126,880
Receivable for fund shares
 sold.........................           40
                                -----------
  Total assets................    1,126,920
                                -----------
LIABILITIES:
Payable to Connecticut General
 Life Insurance Company.......           40
                                -----------
  Net assets..................  $ 1,126,880
                                -----------
                                -----------
Accumulation units
 outstanding..................      106,840
Net asset value per
 accumulation unit............  $ 10.547360
STATEMENT OF OPERATIONS
PERIOD FROM MAY 3, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $        --
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.....        3,879
                                -----------
  Net investment loss.........       (3,879)
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Net realized gain.............           27
Net unrealized gain...........       28,898
                                -----------
  Net realized and unrealized
   gain on investments........       28,925
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    25,046
                                -----------
                                -----------
</TABLE>
    
 
   
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM MAY 3, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.........................................  $    (3,879)
Net realized gain...........................................           27
Net unrealized gain.........................................       28,898
                                                              -----------
  Net increase from operations..............................       25,046
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      363,173
Participant transfers.......................................      742,806
Participant withdrawals.....................................       (4,145)
                                                              -----------
  Net increase from participant transactions................    1,101,834
                                                              -----------
    Total increase in net assets............................    1,126,880
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $ 1,126,880
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       35,022
Participant transfers.......................................       72,221
Participant withdrawals.....................................         (403)
                                                              -----------
  Net increase in units from participant transactions.......      106,840
                                                              -----------
                                                              -----------
</TABLE>
    
 
* Date deposits first received.
**Reduced by $7 due to the waiver of 1.20% mortality and expense risk charge
  from May 3, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              45
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
AMT PARTNERS PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Neuberger &
 Berman Advisers Management
 Trust-Partners Portfolio at
 value........................  $ 1,523,665
Receivable from Connecticut
 General Life Insurance
 Company......................       41,102
                                -----------
  Total assets................    1,564,767
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       41,102
                                -----------
  Net assets..................  $ 1,523,665
                                -----------
                                -----------
Accumulation units
 outstanding..................      125,694
Net asset value per
 accumulation unit............  $ 12.122020
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $        --
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.....        3,539
                                -----------
  Net investment loss.........       (3,539)
                                -----------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS:
Net realized loss.............          (48)
Net unrealized gain...........       54,000
                                -----------
  Net realized and unrealized
   gain on investments........       53,952
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    50,413
                                -----------
                                -----------
</TABLE>
    
 
   
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.........................................  $    (3,539)
Net realized loss...........................................          (48)
Net unrealized gain.........................................       54,000
                                                              -----------
  Net increase from operations..............................       50,413
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................    1,246,722
Participant transfers.......................................      229,996
Participant withdrawals.....................................       (3,466)
                                                              -----------
  Net increase from participant transactions................    1,473,252
                                                              -----------
    Total increase in net assets............................    1,523,665
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $ 1,523,665
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................      106,298
Participant transfers.......................................       19,681
Participant withdrawals.....................................         (285)
                                                              -----------
  Net increase in units from participant transactions.......      125,694
                                                              -----------
                                                              -----------
</TABLE>
    
 
* Date deposits first received.
**Reduced by $17 due to the waiver of 1.20% mortality and expense risk charge
  from April 12, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
46
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
QUEST GLOBAL EQUITY PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1995
ASSETS:
Investment in Quest for Value
 Accumulation Trust-Global
 Equity Portfolio at value....  $ 1,637,869
Receivable from Connecticut
 General Life Insurance
 Company......................       42,010
                                -----------
  Total assets................    1,679,879
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       42,010
                                -----------
  Net assets..................  $ 1,637,869
                                -----------
                                -----------
Accumulation units
 outstanding..................      139,287
Net asset value per
 accumulation unit............  $ 11.758951
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $     4,543
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.....        3,344
                                -----------
  Net investment income.......        1,199
                                -----------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS:
Capital distribution from
 portfolio sponsor............       31,763
Realized loss on share
 transactions.................           (2)
                                -----------
  Net realized gain...........       31,761
  Net unrealized loss.........      (17,464)
                                -----------
    Net realized and
     unrealized gain on
     investments..............       14,297
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    15,496
                                -----------
                                -----------
</TABLE>
    
 
   
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income.......................................  $     1,199
Net realized loss...........................................       31,761
Net unrealized loss.........................................      (17,464)
                                                              -----------
  Net increase from operations..............................       15,496
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      917,056
Participant transfers.......................................      705,765
Participant withdrawals.....................................         (448)
                                                              -----------
  Net increase from participant transactions................    1,622,373
                                                              -----------
    Total increase in net assets............................    1,637,869
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $ 1,637,869
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       79,268
Participant transfers.......................................       60,048
Participant withdrawals.....................................          (29)
                                                              -----------
  Net increase in units from participant transactions.......      139,287
                                                              -----------
                                                              -----------
</TABLE>
    
 
* Date deposits first received.
**Reduced by $5 due to the waiver of 1.20% mortality and expense risk charge
  from April 10, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              47
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
QUEST MANAGED PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Quest for Value
 Accumulation Trust-Managed
 Portfolio at value...........  $ 5,421,786
Receivable from Connecticut
 General Life Insurance
 Company......................       20,502
                                -----------
  Total assets................    5,442,288
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       20,502
                                -----------
  Net assets..................  $ 5,421,786
                                -----------
                                -----------
Accumulation units
 outstanding..................      486,528
Net asset value per
 accumulation unit............  $ 11.143831
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 19, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $        --
 
EXPENSES:
Mortality and expense risk and
 administrative charges.......       15,465
                                -----------
  Net investment loss.........      (15,465)
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Net realized gain.............          663
Net unrealized gain...........      234,982
                                -----------
  Net realized and unrealized
   gain on investments........      235,645
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $   220,180
                                -----------
                                -----------
</TABLE>
    
 
   
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 19, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.........................................  $   (15,465)
Net realized gain...........................................          663
Net unrealized gain.........................................      234,982
                                                              -----------
  Net increase from operations..............................      220,180
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................    3,661,487
Participant transfers.......................................    1,553,474
Participant withdrawals.....................................      (13,355)
                                                              -----------
  Net increase from participant transactions................    5,201,606
                                                              -----------
    Total increase in net assets............................    5,421,786
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $ 5,421,786
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................      344,364
Participant transfers.......................................      143,046
Participant withdrawals.....................................         (882)
                                                              -----------
  Net increase in units from participant transactions.......      486,528
                                                              -----------
                                                              -----------
</TABLE>
    
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
48
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
   
QUEST SMALL CAP PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
    
FINANCIAL STATEMENTS
 
   
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Quest for Value
 Accumulation Trust-Small Cap
 Portfolio at value...........  $   629,653
Receivable from Connecticut
 General Life Insurance
 Company......................       22,630
                                -----------
  Total assets................      652,283
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       22,630
                                -----------
  Net assets..................  $   629,653
                                -----------
                                -----------
Accumulation units
 outstanding..................       58,004
Net asset value per
 accumulation unit............  $ 10.855343
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 27, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $        --
 
EXPENSES:
Mortality and expense risk and
 administrative charges.......        1,863
                                -----------
  Net investment loss.........       (1,863)
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Net realized gain.............            3
Net unrealized gain...........       16,355
                                -----------
  Net realized and unrealized
   gain on investments........       16,358
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    14,495
                                -----------
                                -----------
</TABLE>
    
 
   
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 27, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.........................................  $    (1,863)
Net realized gain...........................................            3
Net unrealized gain.........................................       16,355
                                                              -----------
  Net increase from operations..............................       14,495
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      263,145
Participant transfers.......................................      353,852
Participant withdrawals.....................................       (1,839)
                                                              -----------
  Net increase from participant transactions................      615,158
                                                              -----------
    Total increase in net assets............................      629,653
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $   629,653
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       25,109
Participant transfers.......................................       33,069
Participant withdrawals.....................................         (174)
                                                              -----------
  Net increase in units from participant transactions.......       58,004
                                                              -----------
                                                              -----------
</TABLE>
    
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              49
<PAGE>
   
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
    
 
   
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
    
 
   
1. ORGANIZATION
    
    CG  Variable Annuity  Separate Account II  (the Account) is  registered as a
Unit Investment Trust under the Investment Company Act of 1940, as amended.  The
operations of the Account are part of the operations of Connecticut General Life
Insurance  Company  (CG Life).  The assets  and liabilities  of the  Account are
clearly identified and  distinguished from  other assets and  liabilities of  CG
Life.  The  assets  of  the  Account  are  not  available  to  meet  the general
obligations  of  CG  Life  and  are  held  for  the  exclusive  benefit  of  the
participants.
 
   
    The  assets of  the Account are  divided into variable  sub-accounts each of
which is invested in shares of one of seventeen portfolios (mutual funds) of six
diversified open-end management  investment companies, each  portfolio with  its
own investment objective. The variable sub-accounts are:
    
 
   
<TABLE>
<S>             <C>
ALGER AMERICAN FUND: --
                Alger American Growth Portfolio
                Alger American Leveraged AllCap Portfolio
                Alger American MidCap Growth Portfolio
                Alger American Small Capitalization Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND: --
                Equity-Income Portfolio
                Money Market Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II: --
                Asset Manager Portfolio
                Investment Grade Bond Portfolio
MFS VARIABLE INSURANCE TRUST: --
                MFS Total Return Series
                MFS Utilities Series
                MFS World Governments Series
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST: --
                AMT Balanced Portfolio
                AMT Limited Maturity Bond Portfolio
                AMT Partners Portfolio
QUEST FOR VALUE ACCUMULATION TRUST: --
                Quest Global Equity Portfolio
                Quest Managed Portfolio
                Quest Small Cap Portfolio
</TABLE>
    
 
   
2. SIGNIFICANT ACCOUNTING POLICIES
    
    These  financial statements have been  prepared in conformity with generally
accepted accounting  principles.  The  following is  a  summary  of  significant
accounting  policies consistently followed  in the preparation  of the Account's
financial statements.
 
   
  A. INVESTMENT VALUATION:  Investments held  by the sub-accounts are valued  at
their  respective closing net asset value per  share as determined by the mutual
funds as of December 29, 1995, the last business day of 1995. The change in  the
difference  between cost and value is reflected as unrealized gain (loss) in the
Statements of Operations.
    
 
   
  B. INVESTMENT TRANSACTIONS:  Investment transactions are recorded on the trade
date (date the order to buy or  sell is executed). Realized gains and losses  on
sales  of investments are determined by the last-in, first-out cost basis of the
investment sold. Dividend  and capital  gain distributions are  recorded on  the
ex-dividend date. Investment transactions are settled through CG Life.
    
 
   
  C.  FEDERAL INCOME TAXES:   The operations of the Account  form a part of, and
are taxed  with, the  total operations  of CG  Life, which  is taxed  as a  life
insurance  company.  Under existing  federal income  tax law,  investment income
(dividends) and capital gains attributable to the Account are not taxed.
    
 
50
<PAGE>
   
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
    
 
   
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
    
 
   
3. INVESTMENTS
    
   
    Total shares held and cost of investments at December 31, 1995 were:
    
 
   
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                                                                               Cost Of
Sub-Account                                                                    Shares Held   Investments
- --------------------------------------------------------------------------------------------------------
<S>                                                                            <C>           <C>
Alger American Growth Portfolio..............................................     123,877    $3,864,385
Alger American Leveraged AllCap Portfolio....................................      69,375     1,175,413
Alger American MidCap Growth Portfolio.......................................     104,862     2,075,082
Alger American Small Capitalization Portfolio................................      83,012     3,366,887
Fidelity Equity-Income Portfolio.............................................     339,717     6,277,501
Fidelity Money Market Portfolio..............................................   6,975,643     6,975,643
Fidelity Asset Manager Portfolio.............................................      44,561       677,272
Fidelity Investment Grade Bond Portfolio.....................................     121,921     1,497,480
MFS Total Return Series......................................................     133,830     1,605,442
MFS Utilities Series.........................................................      40,803       504,985
MFS World Governments Series.................................................      33,698       364,646
AMT Balanced Portfolio.......................................................      50,104       877,409
AMT Limited Maturity Bond Portfolio..........................................      76,606     1,097,982
AMT Partners Portfolio.......................................................     115,167     1,469,665
Quest Global Equity Portfolio................................................     141,074     1,655,333
Quest Managed Portfolio......................................................     179,887     5,186,804
Quest Small Cap Portfolio....................................................      31,625       613,298
- --------------------------------------------------------------------------------------------------------
</TABLE>
    
 
    Total purchases and  sales of shares  of the mutual  funds, for the  periods
noted, amounted to:
 
   
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Sub-Account                                                                         Period                   Purchases      Sales
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                                    <C>          <C>
Alger American Growth Portfolio....................................   April 12, 1995* to December 31, 1995  $ 4,051,329  $   187,744
Alger American Leveraged AllCap Portfolio..........................     June 2, 1995* to December 31, 1995    1,271,637       97,171
Alger American MidCap Growth Portfolio.............................   April 10, 1995* to December 31, 1995    2,220,104      146,718
Alger American Small Capitalization Portfolio......................   April 10, 1995* to December 31, 1995    3,497,358      132,372
Fidelity Equity-Income Portfolio...................................   April 10, 1995* to December 31, 1995    6,420,228      144,659
Fidelity Money Market Portfolio....................................     June 8, 1995* to December 31, 1995   18,821,613   11,845,970
Fidelity Asset Manager Portfolio...................................   April 12, 1995* to December 31, 1995      678,971        1,708
Fidelity Investment Grade Bond Portfolio...........................    July 18, 1995* to December 31, 1995    1,567,761       70,476
MFS Total Return Series............................................     July 7, 1995* to December 31, 1995    1,610,945        5,505
MFS Utilities Series...............................................    July 27, 1995* to December 31, 1995      536,559       31,652
MFS World Governments Series.......................................     July 7, 1995* to December 31, 1995      365,186          540
AMT Balanced Portfolio.............................................    July 18, 1995* to December 31, 1995    1,002,451      126,175
AMT Limited Maturity Bond Portfolio................................      May 3, 1995* to December 31, 1995    1,108,839       10,884
AMT Partners Portfolio.............................................   April 12, 1995* to December 31, 1995    1,544,575       74,862
Quest Global Equity Portfolio......................................   April 10, 1995* to December 31, 1995    1,656,131          796
Quest Managed Portfolio............................................    June 19, 1995* to December 31, 1995    5,397,587      211,446
Quest Small Cap Portfolio..........................................    June 27, 1995* to December 31, 1995      650,196       36,901
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
* Date deposits first received.
 
   
4. CHARGES AND DEDUCTIONS
    
   
    CG  Life assumes the  risk that annuitants  as a class  may live longer than
expected and also assumes a mortality risk in connection with the death benefits
of the contract.  CG Life  also assumes a  risk that  its actual  administrative
expenses  may be higher than amounts deducted for such expenses. CG Life charges
each variable sub-account the daily equivalent of 1.20% (approximately .70%  for
mortality  risks and approximately .50% for  expense risks), on an annual basis,
of the current value  of each sub-account's assets  for the assumption of  these
risks; that charge was waived from inception through May 31, 1995.
    
 
    CG  Life also  deducts a  daily administrative fee  from the  assets of each
variable  sub-account  as  partial  reimbursement  for  administrative  expenses
relating  to the issuance and maintenance  of the contract and the participant's
annuity account. This charge is currently at an effective annual rate of .10%.
 
                                                                              51
<PAGE>
   
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
    
 
   
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
    
 
   
4. CHARGES AND DEDUCTIONS (CONTINUED)
    
    As partial  compensation  for  administrative  services  provided,  CG  Life
additionally  receives a  $35 annuity account  fee per year  from each contract.
This  charge  is  deducted  from  the  fixed  or  variable  sub-account  of  the
participant  or  on  a  pro-rata  basis  from  two  or  more  fixed  or variable
sub-accounts in relation to their values under the contract. For contracts  that
are  issued in the state of  New York, the annuity account  fee is $30 per year.
Fixed sub-accounts  are part  of the  general account  of CG  Life and  are  not
included  in these financial statements. 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. Annuity account
fees, for the variable sub-accounts, amounting to $115 were deducted during  the
periods covered by these financial statements.
 
    For  an additional  charge (optional death  benefit fee),  an optional death
benefit may be selected by the participant. The optional death benefit fee  will
be  deducted  from  the participant's  fixed  or  variable sub-account  or  on a
pro-rata basis from two  or more fixed or  variable sub-accounts in relation  to
their  values under the contract  on the date of  each contract anniversary. For
contracts that are issued in the state  of New York, the optional death  benefit
is  not  available. No  optional  death benefit  fees  were deducted  during the
periods covered by these financial statements.
 
    Under certain circumstances, CG Life reserves the right to charge a transfer
fee of  up to  $10 for  transfers between  sub-accounts. No  transfer fees  were
deducted during the periods covered by these financial statements.
 
    The   fees  charged  by  CG  Life   for  mortality  and  expense  risks  and
administrative fees, from variable sub-accounts, for the periods noted, amounted
to:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Mortality
                                                                                                           and         Asset Based
                                                                                                       Expense Risk   Administrative
Sub-Account                                                                    Period                      Fees            Fees
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                                    <C>            <C>
Alger American Growth Portfolio...............................   April 12, 1995* to December 31, 1995    $ 9,260**        $  774
Alger American Leveraged AllCap Portfolio.....................     June 2, 1995* to December 31, 1995      3,218             269
Alger American MidCap Growth Portfolio........................   April 10, 1995* to December 31, 1995      5,159**           430
Alger American Small Capitalization Portfolio.................   April 10, 1995* to December 31, 1995      7,807**           651
Fidelity Equity-Income Portfolio..............................   April 10, 1995* to December 31, 1995     12,469**         1,040
Fidelity Money Market Portfolio...............................     June 8, 1995* to December 31, 1995     41,417           3,451
Fidelity Asset Manager Portfolio..............................   April 12, 1995* to December 31, 1995      1,705**           143
Fidelity Investment Grade Bond Portfolio......................    July 18, 1995* to December 31, 1995      1,533             128
MFS Total Return Series.......................................     July 7, 1995* to December 31, 1995      4,305             359
MFS Utilities Series..........................................    July 27, 1995* to December 31, 1995      1,231             102
MFS World Governments Series..................................     July 7, 1995* to December 31, 1995        985              82
AMT Balanced Portfolio........................................    July 18, 1995* to December 31, 1995      2,235             186
AMT Limited Maturity Bond Portfolio...........................      May 3, 1995* to December 31, 1995      3,580**           299
AMT Partners Portfolio........................................   April 12, 1995* to December 31, 1995      3,265**           274
Quest Global Equity Portfolio.................................   April 10, 1995* to December 31, 1995      3,087**           257
Quest Managed Portfolio.......................................    June 19, 1995* to December 31, 1995     14,275           1,190
Quest Small Cap Portfolio.....................................    June 27, 1995* to December 31, 1995      1,720             143
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
   
 *Date deposits first received.
    
   
**Mortality and expense risk charges waived, for the periods noted, amounted to:
    
 
   
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      Mortality and
                                                                                                                      Expense Risk
Sub-Account                                                                                     Period                 Fees Waived
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                              <C>
Alger American Growth Portfolio...................................................  April 12, 1995* to May 31, 1995        $27
Alger American MidCap Growth Portfolio............................................  April 10, 1995* to May 31, 1995          5
Alger American Small Capitalization Portfolio.....................................  April 10, 1995* to May 31, 1995          5
Fidelity Equity-Income Portfolio..................................................  April 10, 1995* to May 31, 1995         12
Fidelity Asset Manager Portfolio..................................................  April 12, 1995* to May 31, 1995         17
AMT Limited Maturity Bond Portfolio...............................................     May 3, 1995* to May 31, 1995          7
AMT Partners Portfolio............................................................  April 12, 1995* to May 31, 1995         17
Quest Global Equity Portfolio.....................................................  April 10, 1995* to May 31, 1995          5
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
52
<PAGE>
   
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
    
 
   
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
    
 
   
4. CHARGES AND DEDUCTIONS (CONTINUED)
    
   
    No deduction for sales charges is made from a premium payment. However, if a
cash withdrawal is made, a withdrawal charge (contingent deferred sales  charge)
may  be assessed  by CG  Life. The withdrawal  charge, if  assessed, varies from
0 - 7%  depending upon  the duration of  each contract  deposit. The  withdrawal
charge is deducted from withdrawal proceeds for full withdrawals and reduces the
remaining  account value for  partial withdrawals. These charges  are paid to CG
Life as reimbursement for services provided. These services include  commissions
paid  to sales personnel, the costs of preparation of sales literature and other
promotional costs and acquisition expenses.  Withdrawal charges paid to CG  Life
for the variable sub-accounts, for the periods ended December 31, 1995, amounted
to $2,872.
    
 
   
5. DISTRIBUTION OF NET INCOME
    
    The  Account  does  not expect  to  declare dividends  to  participants from
accumulated  net  income.   The  accumulated  net   income  is  distributed   to
participants  as part of surrenders, death benefits, transfers to other fixed or
variable sub-accounts or annuity payments in excess of net purchase payments.
 
   
6. DIVERSIFICATION REQUIREMENTS
    
    Under the provisions of Section 817(h) of the Internal Revenue Code of  1986
(the  Code),  a  variable annuity  contract,  other  than a  contract  issued in
connection with certain types of employee benefit plans, will not be treated  as
an  annuity  contract for  federal tax  purposes  for any  period for  which the
investments of the segregated asset account, on which the contract is based, are
not adequately diversified. The Code provides that the "adequately  diversified"
requirement  may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of the Treasury. CG Life believes, based on assurances from the
mutual funds, that the mutual funds satisfy the requirements of the regulations.
 
                                                                              53
<PAGE>
   
                       REPORT OF INDEPENDENT ACCOUNTANTS
    
 
   
To the Board of Directors of Connecticut General
Life Insurance Company and Participants of the
CG Variable Annuity Separate Account II
    
 
   
In our opinion, the  accompanying statements of assets  and liabilities and  the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the sub-accounts, Alger
American  Fund  -- Alger  American  Growth Portfolio,  Alger  American Leveraged
AllCap Portfolio, Alger  American MidCap  Growth Portfolio,  and Alger  American
Small  Capitalization Portfolio;  Fidelity Variable  Insurance Products  Fund --
Fidelity Equity-Income Portfolio and  Fidelity Money Market Portfolio;  Fidelity
Variable  Insurance Products  Fund II  -- Fidelity  Asset Manager  Portfolio and
Fidelity Investment Grade Bond  Portfolio; MFS Variable  Insurance Trust --  MFS
Total  Return Series,  MFS Utilities  Series and  MFS World  Governments Series;
Neuberger &  Berman Advisers  Management Trust  -- AMT  Balanced Portfolio,  AMT
Limited  Maturity Bond  Portfolio and  AMT Partners  Portfolio; Quest  for Value
Accumulation Trust -- Quest Global Equity Portfolio, Quest Managed Portfolio and
Quest Small Cap Portfolio (constituting the CG Variable Annuity Separate Account
II, hereafter  referred to  as "the  Account")  at December  31, 1995,  and  the
results  of each of their operations and the changes in each of their net assets
for the  periods since  inception  (as indicated  in the  financial  statements)
through  December  31, 1995,  in conformity  with generally  accepted accounting
principles. These financial statements are  the responsibility of the  Account's
management;  our  responsibility is  to express  an  opinion on  these financial
statements based  on our  audits. We  conducted our  audits of  these  financial
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, which included
confirmation of  securities at  December  31, 1995  by correspondence  with  the
custodian, provide a reasonable basis for the opinion expressed above.
    
 
   
PRICE WATERHOUSE LLP
Hartford, Connecticut
February 26, 1996
    
 
54
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
 
        FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS -- NEW YORK
 
                                 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
                    Annuity & Variable Life Services Center
                                 Routing S-249
                        Hartford, Connecticut 06152-2249
                                 (800) 552-9898
 
    This Statement of Additional Information ("Statement") expands upon subjects
discussed  in the  current Prospectus  for the  Variable Annuity  Contracts (the
"Contracts") offered by  Connecticut General Life  Insurance Company through  CG
Variable  Annuity Separate Account II.  You may obtain a  copy of the Prospectus
dated May  1, 1996,  by  calling (800)  552-9898, or  by  writing to  Annuity  &
Variable Life Services Center, Routing S-249, Connecticut General Life Insurance
Company,  Hartford, Connecticut 06152-2249. 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: May 1, 1996
 
                                       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
 
ACCOUNT INFORMATION........................................................................................           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
  Connecticut General Life Insurance Company...............................................................          11
  CG Variable Annuity Separate Account II..................................................................          33
APPENDIX I.................................................................................................          55
  Variable Account Unit Value Sample Calculations for New York Contracts Issued Before May 1, 1996.........          55
</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.
 
                     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 Annuity &  Variable
Life  Services 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 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.
 
                                       3
<PAGE>
    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 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 .00003862644 (the daily
equivalent of  the current  charge of  1.40% on  an annual  basis) gives  a  net
investment  factor of 1.00239150756.  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  $14.738857  ($14.703693 X
1.00239150756).
 
    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 $13.610508
[$13.579136  X  1.00239150756  (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.
 
    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
 
                                       4
<PAGE>
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).
 
    *For New York Contracts issued before May 1, 1996, see Appendix I.
 
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 $30 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 (before adjustment)...   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...............................  $   107,970     0.972573   $   105,009   $   102,970  $   105,009   $   5,950   $    99,059
2...............................  $   116,578     0.993056   $   115,768   $   106,029  $   115,768   $   5,100   $   110,668
3...............................  $   125,874     1.004667   $   126,461   $   109,180  $   126,461   $   4,250   $   122,211
4...............................  $   135,914     1.007026   $   136,869   $   112,425  $   136,869   $   3,400   $   133,469
5...............................  $   146,757     1.000000   $   146,757   $   115,768  $   146,757   $   2,550   $   144,207
</TABLE>
 
                                       5
<PAGE>
                           ANNUITY VALUE CALCULATION
 
<TABLE>
<CAPTION>
CONTRACT YEAR                                 ANNUITY VALUE
- ------------------------------  ------------------------------------------
<S>                             <C>
1.............................       $100,000 X 1.08 - $30 = $107,970
2.............................       $107,965 X 1.08 - $30 = $116,578
3.............................       $116,567 X 1.08 - $30 = $125,874
4.............................       $125,858 X 1.08 - $30 = $135,914
5.............................       $135,891 X 1.08 - $30 = $146,757
</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           8.25             4        0.972573
2..............................................................     7.5%         7.75           7.75             3        0.993056
3..............................................................     7.5%         7.00           7.25             2        1.004667
4..............................................................     7.5%         6.50           6.75             1        1.007026
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 - $30 = $102,970
2.............................       $102,965 X 1.03 - $30 = $106,029
3.............................       $106,019 X 1.03 - $30 = $109,180
4.............................       $109,165 X 1.03 - $30 = $112,425
5.............................       $112,404 X 1.03 - $30 = $115,768
</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.
 
                              ACCOUNT INFORMATION
 
    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  Account
Sub-Account  Accumulation Account and the  applicable Accumulation Unit Value as
of the date of the report. 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 Annuity &  Variable Life Services  Center, the Company
will provide an Owner with information regarding fixed and variable accumulation
values.
 
                         DISTRIBUTION OF THE CONTRACTS
 
    The Contracts will  be sold  by licensed  insurance agents  in those  states
where  the  Contracts  may lawfully  be  sold.  Such agents  will  be registered
representatives of broker-dealers registered  under the Securities Exchange  Act
of  1934 who are members of the National Association of Securities Dealers, Inc.
(NASD).  The  Contracts   will  be  distributed   by  the  Company's   principal
underwriter,  CIGNA  Financial Advisers,  Inc. ("CFA"),  located at  900 Cottage
Grove Road, Bloomfield, CT. CFA is a Connecticut corporation organized in  1967,
and  is the  principal underwriter for  the Company's  other registered separate
accounts. Commissions and other  distribution compensation will  be paid by  the
Company  and  will not  be  more than  6.50%  of Premium  Payments.  The Company
received $2,872 in deferred sales  charges attributable to the Variable  Account
portion of the Contracts for the period ended December 31, 1995.
 
    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 in the amount of $100,000,000.
 
                                       7
<PAGE>
                          HISTORICAL PERFORMANCE DATA
 
    Historical performance  data  as  of  December 31,  1995  for  each  of  the
Sub-Accounts of the Separate Account follows in the Financial Statements.
 
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.
 
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
 
                                       8
<PAGE>
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.
 
    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 Account Fee. The 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. 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
 
                                       9
<PAGE>
    All non-standard performance data  will only be  advertised if the  standard
performance data is also disclosed.
 
    The  Company  may also  from  time to  time  use advertising  which includes
hypothetical illustrations to  compare the  difference between the  growth of  a
taxable investment and a tax-deferred investment in a variable annuity.
 
                                 LEGAL MATTERS
 
    Legal  advice regarding certain  matters relating to  the federal securities
laws applicable to the issuance of the Contracts described in 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, 1995 and 1994 and for each of the three years in  the
period  ended  December  31,  1995  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. The financial statements of the Variable Account  as
of December 31, 1995 are also included.
 
                                       10
<PAGE>
 
                      NORTHEAST INSURANCE SERVICES     Telephone 860 240 2000
                      One Financial Plaza              Facsimile 860 240 2282
                      Hartford, CT 06103
 
PRICE WATERHOUSE LLP                                                   [LOGO]
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
February 13, 1996
 
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, 1995  and
1994,  and the results of their operations and  their cash flows for each of the
three years in the period ended December 31, 1995, 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.
 
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,                                          1995       1994       1993
- ---------------------------------------------------------------------------------------------------
 
<S>                                                                 <C>        <C>        <C>
REVENUES
Premiums and fees.................................................  $   4,998  $   4,960  $   4,704
Net investment income.............................................      3,138      2,805      2,742
Realized investment gains (losses)................................         (7)        27        (65)
Other revenues....................................................          9          8         15
                                                                    ---------  ---------  ---------
Total revenues....................................................      8,138      7,800      7,396
                                                                    ---------  ---------  ---------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses..........................      5,892      5,574      5,215
Policy acquisition expenses.......................................        127         89         84
Other operating expenses..........................................      1,358      1,363      1,351
                                                                    ---------  ---------  ---------
    Total benefits, losses and expenses...........................      7,377      7,026      6,650
                                                                    ---------  ---------  ---------
INCOME BEFORE INCOME TAXES........................................        761        774        746
                                                                    ---------  ---------  ---------
Income taxes (benefits):
  Current.........................................................        301        220        433
  Deferred........................................................        (44)        45       (197)
                                                                    ---------  ---------  ---------
    Total taxes...................................................        257        265        236
                                                                    ---------  ---------  ---------
NET INCOME........................................................        504        509        510
Dividends declared................................................       (252)      (300)      (190)
Retained earnings, beginning of year..............................      2,968      2,759      2,439
                                                                    ---------  ---------  ---------
RETAINED EARNINGS, END OF YEAR....................................  $   3,220  $   2,968  $   2,759
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</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,                                                           1995       1994
- -----------------------------------------------------------------------------------------------
 
<S>                                                                        <C>        <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at fair value (amortized cost, $20,031;
     $8,571).............................................................  $  22,046  $   8,324
    Held to maturity, at amortized cost (fair value, $10,075)............          -     10,061
  Mortgage loans.........................................................     10,218      8,975
  Equity securities, at fair value (cost, $54; $109).....................         66        119
  Policy loans...........................................................      6,925      5,237
  Real estate............................................................      1,158      1,442
  Other long-term investments............................................        193        128
  Short-term investments.................................................        254        143
                                                                           ---------  ---------
      Total investments..................................................     40,860     34,429
Cash and cash equivalents................................................          -         80
Accrued investment income................................................        626        578
Premiums and accounts receivable.........................................        991        911
Reinsurance recoverables.................................................      1,258      2,533
Deferred policy acquisition costs........................................        689        700
Property and equipment, net..............................................        319        346
Current income taxes.....................................................         21        119
Deferred income taxes, net...............................................        403        661
Goodwill.................................................................        503        518
Other assets.............................................................        149        135
Separate account assets..................................................     18,177     14,498
- -----------------------------------------------------------------------------------------------
      Total..............................................................  $  63,996  $  55,508
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
LIABILITIES
Contractholder deposit funds.............................................  $  29,762  $  26,696
Future policy benefits...................................................      8,547      7,875
Unpaid claims and claim expenses.........................................      1,151      1,096
Unearned premiums........................................................         95         84
                                                                           ---------  ---------
      Total insurance and contractholder liabilities.....................     39,555     35,751
Accounts payable, accrued expenses and other liabilities.................      1,872      1,632
Separate account liabilities.............................................     18,075     14,427
- -----------------------------------------------------------------------------------------------
      Total liabilities..................................................     59,502     51,810
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
CONTINGENCIES - NOTE 11
 
SHAREHOLDER'S EQUITY
Common stock (6 shares outstanding)......................................         30         30
Additional paid-in capital...............................................        766        764
Net unrealized appreciation (depreciation) on investments................        476        (66)
Net translation of foreign currencies....................................          2          2
Retained earnings........................................................      3,220      2,968
- -----------------------------------------------------------------------------------------------
      Total shareholder's equity.........................................      4,494      3,698
Total....................................................................  $  63,996  $  55,508
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
</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)
- -------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,                                        1995       1994       1993
- -------------------------------------------------------------------------------------------------
<S>                                                               <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income......................................................  $     504  $     509  $     510
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
  Insurance liabilities.........................................        (90)      (249)       251
Reinsurance recoverables........................................      1,201        282       (392)
  Premiums and accounts receivable..............................         32       (188)        85
  Deferred income taxes, net....................................        (44)        45       (197)
  Other assets..................................................        (14)        68         54
  Accounts payable, accrued expenses, other liabilities and
   current income taxes.........................................        212       (192)         5
  Other, net....................................................         22        (24)       (82)
                                                                  ---------  ---------  ---------
    Net cash provided by operating activities...................      1,823        251        234
                                                                  ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
  Fixed maturities -- available for sale........................      1,070      1,389          -
  Fixed maturities--held to maturity............................          -         12        599
  Mortgage loans................................................        383        496      1,004
  Equity securities.............................................        119         41         41
  Real Estate...................................................        299        242         78
  Other (primarily short-term investments)......................      2,268      1,005      3,762
Investment maturities and repayments:
  Fixed maturities -- available for sale........................        478        686          -
  Fixed maturities--held to maturity............................      1,756      1,764      3,167
  Mortgage loans................................................        420        194        202
Investments purchased:
  Fixed maturities -- available for sale........................     (3,054)    (2,390)         -
  Fixed maturities -- held to maturity..........................     (1,385)    (1,788)    (5,128)
  Mortgage loans................................................     (1,908)      (882)      (823)
  Equity securities.............................................        (20)       (12)      (112)
  Policy loans..................................................     (2,129)    (1,614)    (1,561)
  Other (primarily short-term investments)......................     (2,334)    (1,093)    (3,587)
Other, net......................................................       (119)      (129)       (48)
                                                                  ---------  ---------  ---------
    Net cash used in investing activities.......................     (4,156)    (2,079)    (2,406)
                                                                  ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to contractholder deposit
  funds.........................................................      7,489      6,388      7,537
Withdrawals and benefit payments from contractholder deposit
  funds.........................................................     (4,985)    (4,216)    (5,166)
Dividends paid to Parent........................................       (252)      (300)      (190)
Other, net......................................................          1         36        (30)
                                                                  ---------  ---------  ---------
Net cash provided by financing activities.......................      2,253      1,908      2,151
- -------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents............        (80)        80        (21)
Cash and cash equivalents, beginning of year....................         80          -         21
- -------------------------------------------------------------------------------------------------
 
Cash and cash equivalents, end of year..........................  $       -  $      80  $       -
- -------------------------------------------------------------------------------------------------
                                                                  -------------------------------
Supplemental Disclosure of Cash Information:
  Income taxes paid, net of refunds.............................  $     211  $     411  $     352
  Interest paid.................................................  $       7  $       5  $       5
</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 - DESCRIPTION OF BUSINESS
 
  Connecticut  General Life Insurance Company and its subsidiaries (the Company)
provide insurance and  related financial services  throughout the United  States
and  in many locations worldwide. Principal  products and services include group
life and health insurance, individual  life insurance and annuity products,  and
retirement and investment products and services.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  A)  BASIS OF PRESENTATION:  The  consolidated financial statements include the
accounts of  the Company  and all  significant subsidiaries.  The Company  is  a
wholly-owned subsidiary of Connecticut General Corporation, 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, and reflect management's estimates and assumptions, such
as those regarding medical  costs and interest rates,  that affect the  recorded
amounts.  Significant estimates used in determining insurance and contractholder
liabilities, related  reinsurance  recoverables, and  valuation  allowances  for
investment   assets  are  discussed  throughout   the  Notes  to  the  Financial
Statements. Certain reclassifications have been made to prior years' amounts  to
conform with the 1995 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. During the fourth
quarter of 1995, the Financial Accounting Standards Board (FASB) issued a  guide
to  implementation  of SFAS  No. 115,  which permits  a one-time  opportunity to
reclassify securities  subject  to  SFAS  No.  115.  Consequently,  the  Company
reclassified   all  held-to-maturity  securities  to  available-for-sale  as  of
December 31, 1995. The non-cash reclassification of these securities, which  had
an  aggregate amortized cost  of $9.2 billion  and fair value  of $10.1 billion,
resulted   in   an   increase   of   approximately   $396   million,   net    of
policyholder-related  amounts  and  deferred  income  taxes,  in  net unrealized
appreciation included in Shareholders' Equity as of December 31, 1995.
 
    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. In  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  adopted SFAS Nos. 114 and 118 in  the
first quarter of 1995, which resulted in a $6 million increase in net income.
 
    In  1995, the FASB  issued SFAS No.  121, "Accounting for  the Impairment of
Long-Lived Assets and  for Long-Lived Assets  to Be Disposed  Of." SFAS No.  121
requires write-down to fair value when long-lived assets to be held and used are
impaired.  Long-lived assets to  be disposed of, including  real estate held for
sale, must be carried  at the lower of  cost or fair value  less costs to  sell.
Depreciation  of assets to be disposed of  is prohibited. The Company will adopt
this standard in the first quarter of 1996. The effect on the Company's  results
of operations, liquidity and financial condition is not expected to be material.
 
  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
and  financial guarantees.  These instruments have  credit risk and  also may be
subject to risk of
 
                                       15
<PAGE>
loss due to  interest rate and  market fluctuations. The  Company evaluates  and
monitors  each financial  instrument individually  and, where  appropriate, uses
certain derivative instruments or obtains collateral or other forms of  security
to minimize risk of loss.
 
    See  Note  12 for  additional  information on  the  fair value  of financial
instruments.
 
  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. Mortgage loans are considered  impaired when it is probable
that the  Company  will  be unable  to  collect  all amounts  according  to  the
contractual  terms of  the loan agreement.  If impaired, a  valuation reserve is
utilized when a decline in the fair value of the underlying collateral is  below
the carrying value.
 
    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 generally  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-related
amounts and net of deferred income taxes, if applicable, for investments carried
at fair value are included in Shareholder's Equity.
 
    See Note 3(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.
 
                                       16
<PAGE>
  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.
 
  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 estimated to
be unrecoverable,  they  are  expensed.  If  such  costs  are  estimated  to  be
unrecoverable  or are accelerated as a  result of treating unrealized investment
gains and losses as though they  had been realized, a deferred acquisition  cost
valuation  allowance may be established or adjusted, with a comparable offset in
net unrealized appreciation (depreciation).
 
  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 $387  million
and $333 million at December 31, 1995 and 1994, 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 estimated to be  derived from the  acquisitions. The Company  evaluates
the  carrying amount  of goodwill by  analyzing historical  and estimated future
income and undiscounted estimated cash flows of the related businesses. Goodwill
is written  down  when impaired.  Amortization  periods  are revised  if  it  is
estimated  that the  remaining period  of benefit  of the  goodwill has changed.
Accumulated amortization was $84  million and $70 million  at December 31,  1995
and 1994, respectively.
 
  K) SEPARATE ACCOUNTS:  Separate account assets and liabilities are principally
carried  at  market value,  with less  than  5% 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 $19.8 billion and
$10.0 billion,  respectively,  as of  December  31, 1995,  compared  with  $18.6
billion  and  $8.1  billion,  respectively,  as  of  December  31,  1994.  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 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
 
                                       17
<PAGE>
interest  rates ranging  from 2% to  11%, generally  graded down after  10 to 30
years. Mortality, morbidity, and withdrawal assumptions 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.
 
  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. The
translation gain or loss on such functional currencies, net of applicable taxes,
is generally  reflected  in  Shareholder's Equity.  Revenues  and  expenses  are
translated at the average rates of exchange prevailing during the year.
 
  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 interest  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 interest  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
7.0% of total insurance  in force at  December 31, 1995,  compared with 5.2%  at
December 31, 1994 and 3.6% at December 31, 1993.
 
  T)  INCOME TAXES:  The  Company and its domestic  subsidiaries are included in
the consolidated United  States federal  income tax  return filed  by CIGNA.  In
accordance  with a tax  sharing agreement with CIGNA,  the provision for federal
income tax is computed as if the  Company were filing a separate federal  income
tax  return, except that benefits arising from tax credits and net operating and
capital losses are allocated to those subsidiaries producing such attributes  to
the  extent  they  are  utilized  in  CIGNA's  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. See
Note 6 for additional information.
 
NOTE 3 - INVESTMENTS
 
  A) FIXED MATURITIES:   Fixed maturities are net  of cumulative write-downs  of
$103  million and $78 million, including  policyholder share, as of December 31,
1995 and 1994, respectively.
 
                                       18
<PAGE>
  As of December 31, 1995, all fixed maturities are classified as available  for
sale  and are carried at  fair value. See Note  2(B) for additional information.
The  amortized  cost  and  fair  value  by  contractual  maturity  periods   for
available-for-sale   fixed  maturities   (carried  at   fair  value),  including
policyholder share, as of December 31, 1995 were as follows:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                                                                         Amortized       Fair
(IN MILLIONS)                                                                 Cost      Value
- ---------------------------------------------------------------------------------------------
<S>                                                                     <C>         <C>
Due in one year or less...............................................   $     944  $     980
Due after one year through five years.................................       5,260      5,566
Due after five years through ten years................................       4,936      5,404
Due after ten years...................................................       3,401      4,276
Asset-backed securities...............................................       5,490      5,820
- ---------------------------------------------------------------------------------------------
Total.................................................................   $  20,031  $  22,046
- ---------------------------------------------------------------------------------------------
                                                                        ---------------------
</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.
 
  Gross  unrealized appreciation (depreciation)  for fixed maturities, including
policyholder share, by type of issuer was as follows:
<TABLE>
<S>                                         <C>         <C>           <C>           <C>
- ---------------------------------------------------------------------------------------------
                                                                            December 31, 1995
- ---------------------------------------------------------------------------------------------
- --------------------------------------------------------------------
 
<CAPTION>
                                             Amortized                                   Fair
(IN MILLIONS)                                     Cost  Appreciation  Depreciation      Value
<S>                                         <C>         <C>           <C>           <C>
- ---------------------------------------------------------------------------------------------
Available for Sale (Carried at Fair Value)
Federal government bonds..................   $     497     $     300     $       -  $     797
State and local government bonds..........         161            24           (1)        184
Foreign government bonds..................         131             9           (1)        139
Corporate securities......................      13,752         1,427          (73)     15,106
Asset-backed securities...................       5,490           371          (41)      5,820
- ---------------------------------------------------------------------------------------------
Total.....................................   $  20,031     $   2,131     $   (116)  $  22,046
- ---------------------------------------------------------------------------------------------
                                            -------------------------------------------------
</TABLE>
 
                                       19
<PAGE>
<TABLE>
<S>                                         <C>          <C>            <C>              <C>
- --------------------------------------------------------------------------------------------------
                                                                     December 31, 1994
- --------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------
 
<CAPTION>
                                              Amortized                                       Fair
(IN MILLIONS)                                      Cost   Appreciation     Depreciation      Value
<S>                                         <C>          <C>            <C>              <C>
- --------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------
                                            ------------------------------------------------------
 
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
- --------------------------------------------------------------------------------------------------
                                            ------------------------------------------------------
</TABLE>
 
  Asset-backed securities include investments in CMOs as of December 31, 1995 of
$2.1 billion  carried  at fair  value  (amortized  cost, $2.0  billion).  As  of
December 31, 1994, investments in CMOs consisted of $1.5 billion carried at fair
value (amortized cost, $1.6 billion), and $150 million carried at amortized cost
(fair   value,  $160  million).  Certain  of  these  securities  are  backed  by
Aaa/AAA-rated government agencies.  All other CMO  securities have high  quality
standards  through use of credit enhancement provided by subordinated securities
or mortgage insurance from an Aaa/AAA-rated insurance company. CMO holdings  are
concentrated  in securities with limited prepayment, extension and default risk,
such  as  planned  amortization  class  bonds.  The  Company's  investments   in
interest-only  and principal-only CMOs, which are  also subject to interest rate
risk resulting from accelerated prepayments, represented approximately 2% and 6%
of total CMO investments at December 31, 1995 and 1994, respectively.
 
  At December  31,  1995,  contractual  fixed  maturity  investment  commitments
approximated  $229 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 1996, with the majority occurring within the first three months.
 
  B)  SHORT-TERM INVESTMENTS AND  CASH EQUIVALENTS:   Short-term investments and
cash equivalents,  in  the  aggregate,  included  debt  securities,  principally
corporate  securities of  $259 million and  $323 million  and federal government
securities of  $70  million  and $7  million  at  December 31,  1995  and  1994,
respectively,  and foreign government  securities of $1  million at December 31,
1994.
 
  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.
 
                                       20
<PAGE>
  At  December  31,  the  carrying  values of  mortgage  loans  and  real estate
investments, including policyholder share, were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                   1995       1994
- -----------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>
Mortgage Loans...........................................................  $  10,218  $   8,975
                                                                           ---------  ---------
Real estate:
  Held for sale..........................................................        671        760
  Held for production of income..........................................        487        682
                                                                           ---------  ---------
Total real estate........................................................      1,158      1,442
- -----------------------------------------------------------------------------------------------
Total....................................................................  $  11,376  $  10,417
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
</TABLE>
 
  Valuation reserves for mortgage loans, including policyholder share, were  $82
million  and  $115  million as  of  December  31, 1995  and  1994, respectively.
Valuation reserves and cumulative write-downs related to real estate,  including
policyholder  share, were $310 million and $309  million as of December 31, 1995
and 1994, respectively.
 
  During 1995, 1994 and 1993, non-cash investing activities included real estate
acquired through foreclosure of mortgage loans, which totaled $144 million, $127
million and $458 million, respectively.
 
  At December  31, mortgage  loans  and real  estate investments  comprised  the
following property types and geographic regions:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                   1995       1994
- -----------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>
Property type:
  Office buildings.......................................................  $   4,493  $   4,092
  Retail facilities......................................................      4,327      3,867
  Hotels.................................................................        711        819
  Apartment buildings....................................................      1,246        997
  Other..................................................................        599        642
- -----------------------------------------------------------------------------------------------
Total....................................................................  $  11,376  $  10,417
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
Geographic region:
  Central................................................................  $   4,032  $   3,664
  Pacific................................................................      2,580      2,558
  Middle Atlantic........................................................      1,951      1,652
  South Atlantic.........................................................      1,647      1,585
  New England............................................................      1,166        958
- -----------------------------------------------------------------------------------------------
Total....................................................................  $  11,376  $  10,417
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
</TABLE>
 
  At December 31, 1995, scheduled mortgage loan maturities were as follows: 1996
- -- $1.1 billion; 1997 -- $1 billion; 1998 -- $750 million; 1999 -- $1.3 billion;
2000  --  $1.6 billion;  and $4.5  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  1995 and  1994, the  Company refinanced  approximately  $379
million  and  $600  million, respectively,  of  its mortgage  loans  relating to
borrowers that were unable to obtain alternative financing.
 
  At December  31, 1995,  the Company's  total investment  in impaired  mortgage
loans  was  $838  million,  including $447  million,  before  valuation reserves
totaling $82 million, and $391 million, which had no valuation reserves.  During
1995,  valuation  reserves  for mortgage  loans,  including  policyholder share,
decreased from  $127 million  as  of December  31, 1994  to  $82 million  as  of
December  31, 1995. The net  decrease for the year  reflects: (1) $27 million of
mortgage loan reserves transferred to foreclosed real estate, (2) $33 million of
charge-offs, and (3) a $15 million net increase in valuation reserves.
 
                                       21
<PAGE>
  During 1995, the average total  investment in impaired mortgage loans,  before
valuation reserves, was approximately $935 million, and interest income recorded
and cash received on these loans was approximately $71 million.
 
  At   December  31,  1995,  contractual  commitments  to  extend  credit  under
commercial mortgage loan agreements amounted to approximately $580 million,  all
of  which were  at a  fixed market  rate of  interest. These  commitments expire
within three months, and are diversified by property type and geographic region.
 
  D) NET  UNREALIZED  APPRECIATION  (DEPRECIATION)  OF  INVESTMENTS:  Unrealized
appreciation (depreciation) for investments carried at fair value as of December
31 were as follows:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                    1995       1994
- ------------------------------------------------------------------------------------------------
<S>                                                                         <C>        <C>
Unrealized appreciation:
  Fixed maturities........................................................  $   2,131  $     218
  Equity securities.......................................................         23         22
                                                                            ---------  ---------
                                                                            2,154....        240
                                                                            ---------  ---------
Unrealized depreciation:
  Fixed maturities........................................................       (116)      (465)
  Equity securities.......................................................        (11)       (12)
                                                                            ---------  ---------
                                                                                 (127)      (477)
                                                                            ---------  ---------
Less policyholder-related amounts.........................................      1,279       (141)
                                                                            ---------  ---------
Shareholder net unrealized appreciation (depreciation)....................        748        (96)
Less deferred income taxes (benefits).....................................        272        (30)
- ------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation)................................  $     476  $     (66)
- ------------------------------------------------------------------------------------------------
                                                                            --------------------
</TABLE>
 
  Net  unrealized appreciation  (depreciation) for  investments carried  at fair
value is  included as  a  separate component  of  Shareholders' Equity,  net  of
policyholder-related  amounts  and  deferred income  taxes.  The  net unrealized
appreciation (depreciation) for these  investments, primarily fixed  maturities,
during  1995, 1994 and 1993  was $542 million, ($494)  million and $423 million,
respectively.
 
  During 1995, 1994 and 1993, the net unrealized appreciation (depreciation) for
fixed maturities that were carried at amortized cost in the financial statements
was ($14) million, ($1.2) billion and $129 million, 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)                                                                        1995       1994
- ----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>
Fixed maturities..............................................................  $      75  $      71
Mortgage loans................................................................         17         81
Real estate...................................................................        234        280
- ----------------------------------------------------------------------------------------------------
Total.........................................................................  $     326  $     432
- ----------------------------------------------------------------------------------------------------
                                                                                --------------------
</TABLE>
 
  F) DERIVATIVE FINANCIAL INSTRUMENTS:  The Company's investment strategy is  to
manage  the characteristics of  investment assets, such  as liquidity, currency,
yield and duration,  to reflect  the underlying characteristics  of the  related
insurance  and  contractholder  liabilities,  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.
 
                                       22
<PAGE>
  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.
 
  Changes  in  the market  value  of futures  contracts  that qualify  for hedge
accounting 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  $22
million  and $142 million  as of December  31, 1995 and  1994, respectively, and
were accounted for as hedges. At December 31, 1995, gains and losses on  futures
contracts  deferred in anticipation of investment  purchases were $4 million and
$1 million, respectively.  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. The fair value of interest
rate swap  contracts is  reported as  an adjustment  to the  fair value  of  the
related  investment.  Underlying  notional  principal  amounts  associated  with
interest rate swap contracts outstanding were  $508 million and $596 million  at
December 31, 1995 and 1994, 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 and Japanese yen) are recognized
as net investment  income when  received. The fair  value of  currency swaps  is
reported  as  an  adjustment  to  the  fair  value  of  the  related investment.
Underlying principal amounts associated with currency swap contracts outstanding
were $335 million and $325 million at December 31, 1995 and 1994, respectively.
 
  As of December 31,  1995 and 1994, respectively,  the Company's variable  rate
investments  consisted of approximately  $1.4 billion and  $810 million of fixed
maturities, respectively. As of December 31, 1995 and 1994, the Company's  fixed
rate  investments consisted of $20.6 billion and $17.6 billion, respectively, of
fixed maturities  and $10  billion  and $9  billion, respectively,  of  mortgage
loans.  As a result of recognizing amortization of deferred market value changes
in futures contracts,  net investment  income on  bonds and  mortgage loans  was
increased by $10 million and $1 million, respectively,
 
                                       23
<PAGE>
for  the  year  ended  December 31,  1995  and  by $7  million  and  $1 million,
respectively, for the year ended December 31, 1994. In addition, the increase in
net investment income for bonds resulting from interest rate swap contracts  was
$3 million, $12 million and $19 million for 1995, 1994 and 1993, respectively.
 
  G)  OTHER:  As of December 31, 1995 and 1994, the Company had no concentration
of investments in a single investee exceeding 10% of Shareholder's Equity.
 
NOTE 4 - 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)                                                            1995       1994       1993
- ---------------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
Fixed maturities..................................................  $   1,669  $   1,596  $   1,547
Mortgage loans....................................................        866        776        892
Equity securities.................................................         15         20         16
Policy loans......................................................        499        365        253
Real estate.......................................................        301        291        238
Other long-term investments.......................................         33         23         20
Short-term investments............................................         40          8         18
                                                                    ---------  ---------  ---------
                                                                    3,423....      3,079      2,984
Less investment expenses..........................................        285        274        242
- ---------------------------------------------------------------------------------------------------
Net investment income.............................................  $   3,138  $   2,805  $   2,742
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</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, was  approximately $1.8 billion,
$1.5 billion  and  $1.6 billion  for  1995,  1994 and  1993,  respectively.  Net
investment income for separate accounts, which is not reflected in the Company's
revenues, was $885 million, $693 million and $604 million for December 31, 1995,
1994 and 1993, respectively.
 
  As  of December 31,  1995, fixed maturities and  mortgage loans on non-accrual
status, including  policyholder  share,  were $149  million  and  $523  million,
including   restructured  investments   of  $105   million  and   $447  million,
respectively. Amounts on non-accrual  status as of December  31, 1994 were  $272
million  of  fixed  maturities and  $743  million of  mortgage  loans, including
restructurings of $148 million  and $543 million,  respectively. If interest  on
these  investments had been recognized in  accordance with their original terms,
net income would have been increased by $12 million, $14 million and $17 million
in 1995, 1994 and 1993, 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)                                                                   1995        1994         1993
- -------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>          <C>         <C>
Realized investment gains (losses):
  Fixed maturities.....................................................   $     (10)  $       4    $      28
  Mortgage loans.......................................................          (5)          -           (5)
  Equity securities....................................................           5           2           (5)
  Real estate..........................................................           4          15          (66)
  Other................................................................          (1)          6          (17)
                                                                                ---         ---          ---
                                                                                 (7)         27          (65)
Income tax (benefits) expenses.........................................          (2)         12          (16)
- -------------------------------------------------------------------------------------------------------------
Net realized investment gains (losses).................................   $      (5)  $      15    $     (49)
- -------------------------------------------------------------------------------------------------------------
                                                                         ------------------------------------
</TABLE>
 
                                       24
<PAGE>
  Impairments in the value of investments, net of recoveries, that are  included
in  realized investment gains and  losses were $27 million,  $33 million and $55
million in 1995, 1994 and 1993, respectively.
 
  Realized investment  gains  (losses)  for separate  accounts,  which  are  not
reflected  in the Company's revenues, were  $412 million, ($51) million and $612
million for the  years ended  December 31,  1995, 1994  and 1993,  respectively.
Realized  investment (losses) attributable to policyholder contracts, which also
are not reflected in the Company's revenues, were ($6) million and ($5)  million
for  the  years  ended  December  31,  1995  and  1993,  respectively.  Realized
investment gains (losses) attributable to  policyholder contracts were zero  for
the year ended December 31, 1994.
 
  Sale  of available-for-sale fixed maturities  and equity securities, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                     1995       1994
- -------------------------------------------------------------------------------------------------
<S>                                                                          <C>        <C>
Proceeds from sales........................................................  $   1,667  $   2,116
Gross gains on sales.......................................................  $      78  $      73
Gross losses on sales......................................................  $     (53) $     (70)
- -------------------------------------------------------------------------------------------------
</TABLE>
 
  Prior to  the SFAS  No.  115 reclassification  described  in Note  2(B),  $171
million   of   fixed  maturities   classified  as   held-to-maturity,  including
policyholder share, were transferred to the available-for-sale category in  1995
resulting  in the recognition in Shareholder's Equity of unrealized depreciation
of $15 million, net of  policyholder-related amounts and deferred income  taxes.
During  1994, the Company 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, in 1994 $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
in 1993.  Such  sales  resulted  in gross  realized  gains  and  gross  realized
(losses),  including  policyholder  share,  of  $36  million  and  ($3) million,
respectively. 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.
 
NOTE 5 - 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 permitted accounting practices utilized by  the
Company that were materially different from those prescribed by the Department.
 
  Capital  stock  of the  Company at  December  31, 1995  and 1994  consisted of
5,978,322 shares of common stock  authorized, issued and outstanding (par  value
$5.00).
 
  The  Company's statutory  net income was  $390 million, $428  million and $397
million for  1995,  1994 and  1993,  respectively. Statutory  surplus  was  $2.1
billion  and  $2.0 billion  at  December 31,  1995  and 1994,  respectively. The
Connecticut Insurance Holding Company Act limits the 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  that may be made  by the Company during
1996 without prior approval is $432 million. The amount of restricted net assets
as of December 31, 1995 was approximately $4.1 billion.
 
                                       25
<PAGE>
NOTE 6 - INCOME TAXES
 
  The  Company's net deferred tax  asset of $403 million  and $661 million as of
December 31, 1995 and 1994, respectively, reflects management's belief that  the
Company's  taxable income in future years will  be sufficient to realize the net
deferred tax  asset based  on  the Company's  earnings  history and  its  future
expectations.  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,  1995
would  result in  a tax liability  of $158  million, 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 CIGNA's financial statements
in anticipation  of  the  results  of these  audits.  In  management's  opinion,
adequate tax liabilities have been established for all years.
 
  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)                                                                     1995       1994
- ----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>
 
Deferred tax assets:
  Insurance and contractholder liabilities....................................  $     324  $     337
  Employee and retiree benefit plans..........................................        176        175
  Investments, net............................................................        225        220
  Unrealized depreciation on investments......................................          -         30
  Other.......................................................................         72         71
                                                                                ---------  ---------
  Total deferred tax assets...................................................        797        833
                                                                                ---------  ---------
Deferred tax liabilities:
  Policy acquisition expenses.................................................         25         60
  Depreciation................................................................         97        102
  Unrealized appreciation on investments......................................        272          -
  Other.......................................................................          -         10
                                                                                ---------  ---------
  Total deferred tax liabilities..............................................        394        172
- ----------------------------------------------------------------------------------------------------
  Deferred income taxes, net..................................................  $     403  $     661
- ----------------------------------------------------------------------------------------------------
                                                                                --------------------
</TABLE>
 
                                       26
<PAGE>
  Total  income tax expense was less than  the amount computed using the nominal
federal income tax rate of 35% for the following reasons:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                             1995       1994       1993
- -------------------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>        <C>
Tax expense at nominal rate...........................................  $     266  $     271  $     261
Tax-exempt interest income............................................         (6)        (7)        (6)
Dividends received deduction..........................................         (7)        (3)        (4)
Amortization of goodwill..............................................          4          4          5
Resolved federal tax audit issues.....................................          -         (2)        (3)
Increase in deferred tax asset for tax rate change....................          -          -        (13)
Other, net............................................................          -          2         (4)
- -------------------------------------------------------------------------------------------------------
Total income tax expense..............................................  $     257  $     265  $     236
- -------------------------------------------------------------------------------------------------------
                                                                        -------------------------------
</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)                                                            1995       1994       1993
- ------------------------------------------------------------------------------------------------------
<S>                                                                    <C>        <C>        <C>
Insurance and contractholder liabilities.............................  $      13  $      93  $     (80)
Policy acquisition expenses..........................................        (35)        (8)       (39)
Investments, net.....................................................        (21)       (19)       (36)
Employee and retiree benefit plans...................................         (1)        (9)       (16)
Realized investment (gains) losses...................................         16        (20)       (24)
Other................................................................        (16)         8         (2)
- ------------------------------------------------------------------------------------------------------
Deferred taxes (benefits)............................................  $     (44) $      45  $    (197)
- ------------------------------------------------------------------------------------------------------
                                                                       -------------------------------
</TABLE>
 
NOTE 7 -- 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 plan sponsored  by
CIGNA  covering  most  domestic employees  (the  Plan) 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  $23 million, $31 million  and
$27 million in 1995, 1994 and 1993, respectively.
 
  The  Plan, and  several separate  pension plans  for various  subsidiaries and
agents, had deposits with the  Company totalling approximately $2.0 billion  and
$1.7 billion at December 31, 1995 and 1994, 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.  CIGNA's contributions for
health care benefits depend upon a  retiree's date of retirement, age, years  of
service  and other cost-sharing  features, such as  deductibles and coinsurance.
Under the  terms  of the  benefit  plans, benefit  provisions  and  cost-sharing
features  can  be adjusted.  In general,  retiree health  care benefits  are not
funded by CIGNA,  but are paid  as covered expenses  are incurred. Retiree  life
insurance  benefits  are  paid  from  plan assets  or  as  covered  expenses are
incurred.
 
                                       27
<PAGE>
  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 $20 million  for
1995,  $28 million for 1994  and $15 million for  1993. The other postretirement
benefit liability  included  in Accounts  Payable,  Accrued Expenses  and  Other
Liabilities  as of December 31, 1995 and 1994 was $427 million and $422 million,
including  net  intercompany   payables  of   $28  million   and  $29   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.
 
  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 8 for  additional information regarding severance  accrued
as part of cost reduction initiatives.
 
  D)  CAPITAL ACCUMULATION PLANS:   CIGNA sponsors  various capital accumulation
plans  in  which  employee  contributions  on  a  pre-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 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 for 1995
and 1994 and $13 million for 1993.
 
NOTE 8 -- SEGMENT INFORMATION
 
  The Company operates principally in  three segments: Employee Life and  Health
Benefits,
Employee  Retirement and  Savings Benefits,  and Individual  Financial Services.
Other Operations
consists  principally  of  the  results  of  the  Company's  settlement  annuity
business.
 
  Summarized financial information with respect to the business segments for the
year ended and as of December 31 was as follows:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                      1995       1994       1993
- ------------------------------------------------------------------------------------------------
<S>                                                              <C>        <C>        <C>
REVENUES
Employee Life and Health Benefits..............................  $   4,243  $   4,194  $   3,811
Employee Retirement and Savings Benefits.......................      1,914      1,887      2,044
Individual Financial Services..................................      1,800      1,546      1,351
Other Operations...............................................        181        173        190
- ------------------------------------------------------------------------------------------------
Total..........................................................  $   8,138  $   7,800  $   7,396
- ------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES
Employee Life and Health Benefits..............................  $     294  $     323  $     378
Employee Retirement and Savings Benefits.......................        232        258        172
Individual Financial Services..................................        252        237        198
Other Operations...............................................        (17)       (44)        (2)
- ------------------------------------------------------------------------------------------------
Total..........................................................  $     761  $     774  $     746
- ------------------------------------------------------------------------------------------------
IDENTIFIABLE ASSETS
Employee Life and Health Benefits..............................  $   7,629  $   7,197  $   7,307
Employee Retirement and Savings Benefits.......................     37,609     33,588     34,068
Individual Financial Services..................................     16,189     12,612      9,824
Other Operations...............................................      2,569      2,111      2,283
- ------------------------------------------------------------------------------------------------
Total..........................................................  $  63,996  $  55,508  $  53,482
- ------------------------------------------------------------------------------------------------
</TABLE>
 
                                       28
<PAGE>
  During  1995, the Company  recorded a $13 million  pre-tax charge, included in
Other Operating Expenses, for  cost reduction initiatives  in the Employee  Life
and Health Benefits segment. The charge consisted primarily of severance-related
expenses  representing costs associated  with nonvoluntary employee terminations
covering approximately 1,100  employees. The  cash outlays  associated with  the
restructuring  initiatives began in the third  quarter of 1995 and will continue
through 1997, with most of  the cash outlays expected  to occur in 1996.  During
1995, $3 million of severance was paid to 500 terminated employees. During 1993,
the  Company implemented  cost reduction  initiatives in  the Employee  Life and
Health Benefits segment to reduce operating expenses. Results for 1993 reflected
a pre-tax charge of $8 million for  the estimated costs of these cost  reduction
actions.  The Company has funded, and will continue to fund, these costs through
liquid assets, and such funding will not  have a material adverse effect on  its
liquidity.
 
NOTE 9 -- LEASES AND RENTALS
 
  Rental  expenses for operating leases,  principally with respect to buildings,
amounted to $60 million,  $62 million and  $66 million in  1995, 1994 and  1993,
respectively.
 
  As   of  December  31,   1995,  future  net   minimum  rental  payments  under
non-cancelable operating leases were $92 million, payable as follows: 1996 - $37
million; 1997 - $24 million;  1998 - $13 million; 1999  - $9 million; 2000 -  $4
million; and $5 million thereafter.
 
NOTE 10 -- 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 characteristic of its reinsurers.
 
  Failure of  reinsurers to  indemnify the  Company, as  a result  of  reinsurer
insolvencies  and disputes, could result in losses.  As of December 31, 1995 and
1994 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)                                                         1995       1994       1993
- ---------------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
SHORT-DURATION CONTRACTS
Premiums and Fees:
  Direct..........................................................  $   3,374  $   3,419  $   2,666
  Assumed.........................................................        818        716      1,248
  Ceded...........................................................       (391)      (291)      (329)
- ---------------------------------------------------------------------------------------------------
  Net earned premiums and fees....................................  $   3,801  $   3,844  $   3,585
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
 
- ---------------------------------------------------------------------------------------------------
LONG-DURATION CONTRACTS
Premiums and Fees:
  Direct..........................................................  $   1,189  $   1,068  $   1,023
  Assumed.........................................................        127        126        166
  Ceded...........................................................       (119)       (78)       (70)
- ---------------------------------------------------------------------------------------------------
  Net earned premiums and fees....................................  $   1,197  $   1,116  $   1,119
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</TABLE>
 
                                       29
<PAGE>
  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 1995,  1994 and 1993 were net of  reinsurance
recoveries of $574 million, $415 million and $603 million, respectively.
 
NOTE 11 -- 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, to monitor this status  on
a periodic basis and to reduce risk through security arrangements.
 
  The industrial revenue bonds guaranteed directly by the Company have remaining
maturities of up to 20 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,  1995 and 1994 was $266
million and $296 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, losses for
industrial  revenue bonds were $1 million. There were no such losses in 1995 and
1993.
 
  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, 1995 and 1994, the amount of minimum benefit
guarantees for separate  account contracts  was $5.1 billion  and $4.8  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, reserves of $6 million were recorded.
No  such reserves were required as of December 31, 1995. 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
that could affect them. Some of  the changes include initiatives to: reform  the
federal   tax  system;  restrict  insurance   pricing  and  the  application  of
underwriting standards; reform health care;  and expand regulation. Some of  the
more significant issues are discussed below.
 
  Legislation  is expected to be considered by Congress that is likely to limit,
and eventually substantially  eliminate, the  tax deductibility  of policy  loan
interest  for corporate-owned life insurance. The outcome of such legislation is
uncertain and, although it  could have a material  adverse effect on results  of
operations  for the Individual Financial Services segment, it is not expected to
be material to the  Company's consolidated results  of operations, liquidity  or
financial condition.
 
  The  Company expects proposals for federal  and state legislation seeking some
health care insurance reforms. 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.
 
                                       30
<PAGE>
  In  recent  years, the  number  of insurance  companies  that are  impaired or
insolvent has increased. 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. The Company recorded pre-tax charges of $17 million, $12 million
and  $10  million  for 1995,  1994  and  1993, respectively,  for  guaranty fund
assessments that  can be  reasonably estimated  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 12 -- 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 following table.  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>
                                                               1995                    1994
- ----------------------------------------------------------------------------------------------------
                                                         Carrying       Fair     Carrying       Fair
(IN MILLIONS)                                              Amount      Value       Amount      Value
- ----------------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>        <C>          <C>
Assets:
  Fixed maturities-held to maturity.................   $       -   $       -   $  10,061   $  10,075
  Mortgage loans....................................   $  10,218   $  10,364   $   8,975   $   8,610
Liabilities:
  Contractholder deposit funds-
   non-insurance products...........................   $  19,797   $  19,890   $  18,561   $  18,381
- ----------------------------------------------------------------------------------------------------
</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,  1995
and 1994 were not material.
 
NOTE 13 -- 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 at  December 31,  1994. During  1993, the  Company
earned  experience-rated refunds from  CIGNA P&C, net of  premiums ceded, of $63
million. Effective  January  1,  1995  the treaty  was  cancelled.  Reserves  of
approximately  $300 million, primarily related to long-term disability business,
were recaptured in
 
                                       31
<PAGE>
1995, 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 $1.7 billion  at
December 31, 1995 and 1994.
 
  The   Company  cedes  long-term  disability   business  to  LINA.  Reinsurance
recoverables from LINA at December 31, 1995 and 1994 were $996 million and  $992
million, respectively.
 
  The  Company  had  lines of  credit  available from  affiliates  totaling $600
million at both  December 31,  1995 and 1994.  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 and $3  million
for  1994 and 1993 respectively. As of December 31, 1995 and 1994, there were no
borrowings outstanding under such lines.
 
  The Company extended lines of credit  to affiliates totalling $600 million  at
December  31, 1995  and 1994.  All loans are  payable upon  demand with interest
rates equivalent to  CIGNA's average  monthly short-term borrowing  rate. As  of
December  31,  1994,  the  Company  had $1.5  million  in  outstanding  loans to
affiliates under such lines.  There were no amounts  outstanding as of  December
31, 1995.
 
  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.  Withdrawals  from  the Account,  up  to  the total  amount  of the
participant's investment in the  Account, are allowed on  a demand basis. As  of
December  31, 1995 and  1994, the Company had  a balance in  the Account of $212
million and $259 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.
 
                                       32
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
ALGER AMERICAN GROWTH PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Alger American
 Fund-Alger American Growth
 Portfolio at value...............  $3,860,017
Receivable from Connecticut
 General Life Insurance Company...     33,856
                                    ---------
  Total assets....................  3,893,873
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................     33,856
                                    ---------
  Net assets......................  $3,860,017
                                    ---------
                                    ---------
Accumulation units outstanding....    311,649
Net asset value per accumulation
 unit.............................  $12.385784
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      50
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.........     10,034
                                    ---------
  Net investment loss.............     (9,984)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
Capital distribution from
 portfolio sponsor................        177
Realized gain on share
 transactions.....................        800
                                    ---------
  Net realized gain...............        977
  Net unrealized loss.............     (4,368)
                                    ---------
    Net realized and unrealized
     loss on investments..........     (3,391)
                                    ---------
DECREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $ (13,375)
                                    ---------
                                    ---------
</TABLE>
 
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (9,984)
Net realized gain...............................................................        977
Net unrealized loss.............................................................     (4,368)
                                                                                  ---------
  Net decrease from operations..................................................    (13,375)
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  3,123,028
Participant transfers...........................................................    758,535
Participant withdrawals.........................................................     (8,171)
                                                                                  ---------
  Net increase from participant transactions....................................  3,873,392
                                                                                  ---------
    Total increase in net assets................................................  3,860,017
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $3,860,017
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................    251,529
Participant transfers...........................................................     60,779
Participant withdrawals.........................................................       (659)
                                                                                  ---------
  Net increase in units from participant transactions...........................    311,649
                                                                                  ---------
                                                                                  ---------
</TABLE>
 
* Date deposits first received.
**Reduced by $27 due to the waiver of 1.20% mortality and expense risk charge
  from April 12, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              33
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1995
ASSETS:
Investments in Alger American
 Fund-Alger American Leveraged
 AllCap Portfolio at value........  $1,209,214
Receivable from Connecticut
 General Life Insurance Company...      2,457
                                    ---------
  Total assets....................  1,211,671
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................      2,457
                                    ---------
  Net assets......................  $1,209,214
                                    ---------
                                    ---------
Accumulation units outstanding....     87,024
Net asset value per accumulation
 unit.............................  $13.895178
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 2, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      --
 
EXPENSES:
Mortality and expense risk and
 administrative charges...........      3,487
                                    ---------
  Net investment loss.............     (3,487)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain.................        947
Net unrealized gain...............     33,801
                                    ---------
  Net realized and unrealized gain
   on investments.................     34,748
                                    ---------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $  31,261
                                    ---------
                                    ---------
</TABLE>
 
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 2, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (3,487)
Net realized gain...............................................................        947
Net unrealized gain.............................................................     33,801
                                                                                  ---------
  Net increase from operations..................................................     31,261
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  1,060,357
Participant transfers...........................................................    120,303
Participant withdrawals.........................................................     (2,707)
                                                                                  ---------
  Net increase from participant transactions....................................  1,177,953
                                                                                  ---------
    Total increase in net assets................................................  1,209,214
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $1,209,214
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................     78,344
Participant transfers...........................................................      8,865
Participant withdrawals.........................................................       (185)
                                                                                  ---------
  Net increase in units from participant transactions...........................     87,024
                                                                                  ---------
                                                                                  ---------
</TABLE>
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
34
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Alger American
 Fund-Alger American MidCap Growth
 Portfolio at value...............  $2,038,525
Receivable from Connecticut
 General Life Insurance Company...     39,873
                                    ---------
  Total assets....................  2,078,398
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................     39,873
                                    ---------
  Net assets......................  $2,038,525
                                    ---------
                                    ---------
Accumulation units outstanding....    155,535
Net asset value per accumulation
 unit.............................  $13.106537
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      --
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.........      5,589
                                    ---------
  Net investment loss.............     (5,589)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
Net realized gain.................      1,696
Net unrealized loss...............    (36,557)
                                    ---------
  Net realized and unrealized loss
   on investments.................    (34,861)
                                    ---------
DECREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $ (40,450)
                                    ---------
                                    ---------
</TABLE>
 
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (5,589)
Net realized gain...............................................................      1,696
Net unrealized loss.............................................................    (36,557)
                                                                                  ---------
  Net decrease from operations..................................................    (40,450)
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  1,501,932
Participant transfers...........................................................    580,520
Participant withdrawals.........................................................     (3,477)
                                                                                  ---------
  Net increase from participant transactions....................................  2,078,975
                                                                                  ---------
    Total increase in net assets................................................  2,038,525
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $2,038,525
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................    119,409
Participant transfers...........................................................     36,391
Participant withdrawals.........................................................       (265)
                                                                                  ---------
  Net increase in units from participant transactions...........................    155,535
                                                                                  ---------
                                                                                  ---------
</TABLE>
 
* Date deposits first received.
**Reduced by $5 due to the waiver of 1.20% mortality and expense risk charge
  from April 10, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              35
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1995
ASSETS:
Investment in Alger American
 Fund-Alger American Small
 Capitalization Portfolio at
 value............................  $3,271,500
Receivable from Connecticut
 General Life Insurance Company...     95,998
                                    ---------
  Total assets....................  3,367,498
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................     95,998
                                    ---------
  Net assets......................  $3,271,500
                                    ---------
                                    ---------
Accumulation units outstanding....    249,882
Net asset value per accumulation
 unit.............................  $13.092181
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      --
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.........      8,458
                                    ---------
  Net investment loss.............     (8,458)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
Net realized gain.................      1,901
Net unrealized loss...............    (95,387)
                                    ---------
  Net realized and unrealized loss
   on investments.................    (93,486)
                                    ---------
DECREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $(101,944)
                                    ---------
                                    ---------
</TABLE>
 
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (8,458)
Net realized gain...............................................................      1,901
Net unrealized loss.............................................................    (95,387)
                                                                                  ---------
  Net decrease from operations..................................................   (101,944)
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  2,657,000
Participant transfers...........................................................    720,359
Participant withdrawals.........................................................     (3,915)
                                                                                  ---------
  Net increase from participant transactions....................................  3,373,444
                                                                                  ---------
    Total increase in net assets................................................  3,271,500
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $3,271,500
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................    197,891
Participant transfers...........................................................     52,277
Participant withdrawals.........................................................       (286)
                                                                                  ---------
  Net increase in units from participant transactions...........................    249,882
                                                                                  ---------
                                                                                  ---------
</TABLE>
 
* Date deposits first received.
**Reduced  by $5 due  to the waiver  of 1.20% mortality  and expense risk charge
  from April 10, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
36
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
FIDELITY EQUITY-INCOME PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Variable Insurance
 Products Fund-Equity-Income
 Portfolio at value...............  $6,546,342
Receivable from Connecticut
 General Life Insurance Company...     26,900
                                    ---------
  Total assets....................  6,573,242
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................     26,900
                                    ---------
  Net assets......................  $6,546,342
                                    ---------
                                    ---------
Accumulation units outstanding....    539,741
Net asset value per accumulation
 unit.............................  $12.128673
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $  35,697
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.........     13,509
                                    ---------
  Net investment income...........     22,188
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain.................      1,932
Net unrealized gain...............    268,841
                                    ---------
  Net realized and unrealized gain
   on investments.................    270,773
                                    ---------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $ 292,961
                                    ---------
                                    ---------
</TABLE>
 
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income...........................................................  $  22,188
Net realized gain...............................................................      1,932
Net unrealized gain.............................................................    268,841
                                                                                  ---------
  Net increase from operations..................................................    292,961
                                                                                  ---------
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  4,631,355
Participant transfers...........................................................  1,625,177
Participant withdrawals.........................................................     (3,151)
                                                                                  ---------
  Net increase from participant transactions....................................  6,253,381
                                                                                  ---------
    Total increase in net assets................................................  6,546,342
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $6,546,342
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................    397,069
Participant transfers...........................................................    142,943
Participant withdrawals.........................................................       (271)
                                                                                  ---------
  Net increase in units from participant transactions...........................    539,741
                                                                                  ---------
                                                                                  ---------
</TABLE>
 
* Date deposits first received.
**Reduced by $12 due to the waiver of 1.20% mortality and expense risk charge
  from April 10, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              37
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
FIDELITY MONEY MARKET PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                                <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Variable Insurance
 Products Fund-Money Market
 Portfolio at value..............  $6,975,643
Receivable from Connecticut
 General Life Insurance
 Company.........................      65,479
                                   ----------
  Total assets...................   7,041,122
                                   ----------
LIABILITIES:
Payable for fund shares
 purchased.......................      65,479
                                   ----------
  Total liabilities..............      65,479
                                   ----------
  Net assets.....................  $6,975,643
                                   ----------
                                   ----------
Accumulation units outstanding...     680,856
Net asset value per accumulation
 unit............................  $10.245402
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 8, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends........................  $  194,306
EXPENSES:
Mortality and expense risk and
 administrative charges..........      44,868
                                   ----------
  Net investment income..........     149,438
                                   ----------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain................          --
Net unrealized gain..............          --
                                   ----------
  Net realized and unrealized
   gain on investments...........          --
                                   ----------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS.................     149,438
                                   ----------
                                   ----------
</TABLE>
 
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 8, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income...........................................................  $  149,438
                                                                                  ----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................  18,278,638
Participant transfers...........................................................  (11,136,841)
Participant withdrawals.........................................................    (315,592)
                                                                                  ----------
  Net increase from participant transactions....................................   6,826,205
                                                                                  ----------
    Total increase in net assets................................................   6,975,643
                                                                                  ----------
NET ASSETS:
Beginning of period.............................................................          --
                                                                                  ----------
End of period...................................................................  $6,975,643
                                                                                  ----------
                                                                                  ----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................   2,022,159
Participant transfers...........................................................  (1,288,028)
Participant withdrawals.........................................................     (53,275)
                                                                                  ----------
  Net increase in units from participant transactions...........................     680,856
                                                                                  ----------
                                                                                  ----------
</TABLE>
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
38
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
FIDELITY ASSET MANAGER PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Variable Insurance
 Products Fund II-Asset Manager
 Portfolio at value...............  $ 703,613
Receivable from Connecticut
 General Life Insurance Company...     14,348
                                    ---------
  Total assets....................    717,961
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................     14,348
                                    ---------
  Net assets......................  $ 703,613
                                    ---------
                                    ---------
Accumulation units outstanding....     62,375
Net asset value per accumulation
 unit.............................  $11.280365
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      --
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.........      1,848
                                    ---------
  Net investment loss.............     (1,848)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain.................          9
Net unrealized gain...............     26,341
                                    ---------
  Net realized and unrealized gain
   on investments.................     26,350
                                    ---------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $  24,502
                                    ---------
                                    ---------
</TABLE>
 
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (1,848)
Net realized gain...............................................................          9
Net unrealized gain.............................................................     26,341
                                                                                  ---------
  Net increase from operations..................................................     24,502
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................    392,841
Participant transfers...........................................................    286,354
Participant withdrawals.........................................................        (84)
                                                                                  ---------
  Net increase from participant transactions....................................    679,111
                                                                                  ---------
    Total increase in net assets................................................    703,613
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $ 703,613
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................     37,964
Participant transfers...........................................................     24,419
Participant withdrawals.........................................................         (8)
                                                                                  ---------
  Net increase in units from participant transactions...........................     62,375
                                                                                  ---------
                                                                                  ---------
</TABLE>
 
* Date deposits first received.
**Reduced by $17 due to the waiver of 1.20% mortality and expense risk charge
  from April 12, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              39
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
FIDELITY INVESTMENT GRADE BOND PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                                 <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1995
ASSETS:
Investment in Variable Insurance
 Products Fund II-Investment Grade
 Bond Portfolio at value..........  $1,521,578
Receivable from Connecticut
 General Life Insurance Company...      9,886
                                    ---------
  Total assets....................  1,531,464
                                    ---------
LIABILITIES:
Payable for fund shares
 purchased........................      9,886
                                    ---------
  Net assets......................  $1,521,578
                                    ---------
                                    ---------
Accumulation units outstanding....    144,347
Net asset value per accumulation
 unit.............................  $10.541110
STATEMENT OF OPERATIONS
PERIOD FROM JULY 18, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.........................  $      --
 
EXPENSES:
Mortality and expense risk and
 administrative charges...........      1,661
                                    ---------
  Net investment loss.............     (1,661)
                                    ---------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain.................        195
Net unrealized gain...............     24,098
                                    ---------
  Net realized and unrealized gain
   on investments.................     24,293
                                    ---------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS..................  $  22,632
                                    ---------
                                    ---------
</TABLE>
 
<TABLE>
<S>                                                                               <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JULY 18, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.............................................................  $  (1,661)
Net realized gain...............................................................        195
Net unrealized gain.............................................................     24,098
                                                                                  ---------
  Net increase from operations..................................................     22,632
                                                                                  ---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits............................................................    532,583
Participant transfers...........................................................    971,815
Participant withdrawals.........................................................     (5,452)
                                                                                  ---------
  Net increase from participant transactions....................................  1,498,946
                                                                                  ---------
    Total increase in net assets................................................  1,521,578
                                                                                  ---------
NET ASSETS:
Beginning of period.............................................................         --
                                                                                  ---------
End of period...................................................................  $1,521,578
                                                                                  ---------
                                                                                  ---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................     54,214
Participant transfers...........................................................     90,676
Participant withdrawals.........................................................       (543)
                                                                                  ---------
  Net increase in units from participant transactions...........................    144,347
                                                                                  ---------
                                                                                  ---------
</TABLE>
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
40
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
MFS TOTAL RETURN SERIES SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in MFS Variable
 Insurance Trust-MFS Total
 Return Series at value.......  $ 1,639,416
Receivable from Connecticut
 General Life Insurance
 Company......................       22,507
                                -----------
  Total assets................    1,661,923
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       22,507
                                -----------
  Net assets..................  $ 1,639,416
                                -----------
                                -----------
Accumulation units
 outstanding..................      148,985
Net asset value per
 accumulation unit............  $ 11.003903
STATEMENT OF OPERATIONS
PERIOD FROM JULY 7, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $    31,381
 
EXPENSES:
Mortality and expense risk
 charges and administrative
 charges......................        4,664
                                -----------
  Net investment income.......       26,717
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Capital distribution from
 portfolio sponsor............       29,450
Realized gain on share
 transactions.................            2
                                -----------
  Net realized gain...........       29,452
  Net unrealized gain.........       33,974
                                -----------
    Net realized and
     unrealized gain on
     investments..............       63,426
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    90,143
                                -----------
                                -----------
</TABLE>
 
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JULY 7, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income.......................................  $    26,717
Net realized gain...........................................       29,452
Net unrealized gain.........................................       33,974
                                                              -----------
  Net increase from operations..............................       90,143
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      934,440
Participant transfers.......................................      615,736
Participant withdrawals.....................................         (903)
                                                              -----------
  Net increase from participant transactions................    1,549,273
                                                              -----------
    Total increase in net assets............................    1,639,416
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $ 1,639,416
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       89,900
Participant transfers.......................................       59,168
Participant withdrawals.....................................          (83)
                                                              -----------
  Net increase in units from participant transactions.......      148,985
                                                              -----------
                                                              -----------
</TABLE>
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              41
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
MFS UTILITIES SERIES SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in MFS Variable
 Insurance Trust-MFS Utilities
 Series at value..............  $   512,899
Receivable from Connecticut
 General Life Insurance
 Company......................       17,411
                                -----------
  Total assets................      530,310
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       17,411
                                -----------
  Net assets..................  $   512,899
                                -----------
                                -----------
Accumulation units
 outstanding..................       45,129
Net asset value per
 accumulation unit............  $ 11.365171
STATEMENT OF OPERATIONS
PERIOD FROM JULY 27, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $     8,337
 
EXPENSES:
Mortality and expense risk and
 administrative charges.......        1,333
                                -----------
  Net investment income.......        7,004
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Capital distribution from
 portfolio sponsor............       19,760
Realized gain on share
 transactions.................           78
                                -----------
  Net realized gain...........       19,838
  Net unrealized gain.........        7,914
                                -----------
    Net realized and
     unrealized gain on
     investments..............       27,752
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    34,756
                                -----------
                                -----------
</TABLE>
 
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JULY 27, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income.......................................  $     7,004
Net realized gain...........................................       19,838
Net unrealized gain.........................................        7,914
                                                              -----------
  Net increase from operations..............................       34,756
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      174,285
Participant transfers.......................................      303,858
                                                              -----------
  Net increase from participant transactions................      478,143
                                                              -----------
    Total increase in net assets............................      512,899
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $   512,899
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       16,955
Participant transfers.......................................       28,174
                                                              -----------
  Net increase in units from participant transactions.......       45,129
                                                              -----------
                                                              -----------
</TABLE>
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
42
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
MFS WORLD GOVERNMENTS SERIES SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in MFS Variable
 Insurance Trust-MFS World
 Governments Series at value..  $   342,709
Receivable for fund shares
 sold.........................           12
                                -----------
  Total assets................      342,721
                                -----------
LIABILITIES:
Payable to Connecticut General
 Life Insurance Company.......           12
                                -----------
  Net assets..................  $   342,709
                                -----------
                                -----------
Accumulation units
 outstanding..................       33,344
Net asset value per
 accumulation unit............  $ 10.277969
STATEMENT OF OPERATIONS
PERIOD FROM JULY 7, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $    32,346
 
EXPENSES:
Mortality and expense risk and
 administrative charges.......        1,067
                                -----------
  Net investment income.......       31,279
                                -----------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS:
Net realized gain.............           --
Net unrealized loss...........      (21,937)
                                -----------
  Net realized and unrealized
   loss on investments........      (21,937)
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $     9,342
                                -----------
                                -----------
</TABLE>
 
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JULY 7, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income.......................................  $    31,279
Net unrealized loss.........................................      (21,937)
                                                              -----------
  Net increase from operations..............................        9,342
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      297,436
Participant transfers.......................................       36,136
Participant withdrawals.....................................         (205)
                                                              -----------
  Net increase from participant transactions................      333,367
                                                              -----------
    Total increase in net assets............................      342,709
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $   342,709
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       29,898
Participant transfers.......................................        3,466
Participant withdrawals.....................................          (20)
                                                              -----------
  Net increase in units from participant transactions.......       33,344
                                                              -----------
                                                              -----------
</TABLE>
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              43
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
AMT BALANCED PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Neuberger &
 Berman Advisers Management
 Trust-Balanced Portfolio at
 value........................  $   877,817
Receivable for fund shares
 sold.........................           31
                                -----------
  Total assets................      877,848
                                -----------
LIABILITIES:
Payable to Connecticut General
 Life Insurance Company.......           31
                                -----------
  Net assets..................  $   877,817
                                -----------
                                -----------
Accumulation units
 outstanding..................       85,477
Net asset value per
 accumulation unit............  $ 10.269633
STATEMENT OF OPERATIONS
PERIOD FROM JULY 18, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $        --
 
EXPENSES:
Mortality and expense risk and
 administrative charges.......        2,421
                                -----------
  Net investment loss.........       (2,421)
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Net realized gain.............        1,133
Net unrealized gain...........          408
                                -----------
  Net realized and unrealized
   gain on investments........        1,541
                                -----------
DECREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $      (880)
                                -----------
                                -----------
</TABLE>
 
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JULY 18, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.........................................  $    (2,421)
Net realized gain...........................................        1,133
Net unrealized gain.........................................          408
                                                              -----------
  Net decrease from operations..............................         (880)
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      716,989
Participant transfers.......................................      163,266
Participant withdrawals.....................................       (1,558)
                                                              -----------
  Net increase from participant transactions................      878,697
                                                              -----------
    Total increase in net assets............................      877,817
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $   877,817
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       71,670
Participant transfers.......................................       13,957
Participant withdrawals.....................................         (150)
                                                              -----------
  Net increase in units from participant transactions.......       85,477
                                                              -----------
                                                              -----------
</TABLE>
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
44
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
AMT LIMITED MATURITY BOND PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Neuberger &
 Berman Advisers Management
 Trust-Limited Maturity Bond
 Portfolio at value...........  $ 1,126,880
Receivable for fund shares
 sold.........................           40
                                -----------
  Total assets................    1,126,920
                                -----------
LIABILITIES:
Payable to Connecticut General
 Life Insurance Company.......           40
                                -----------
  Net assets..................  $ 1,126,880
                                -----------
                                -----------
Accumulation units
 outstanding..................      106,840
Net asset value per
 accumulation unit............  $ 10.547360
STATEMENT OF OPERATIONS
PERIOD FROM MAY 3, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $        --
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.....        3,879
                                -----------
  Net investment loss.........       (3,879)
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Net realized gain.............           27
Net unrealized gain...........       28,898
                                -----------
  Net realized and unrealized
   gain on investments........       28,925
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    25,046
                                -----------
                                -----------
</TABLE>
 
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM MAY 3, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.........................................  $    (3,879)
Net realized gain...........................................           27
Net unrealized gain.........................................       28,898
                                                              -----------
  Net increase from operations..............................       25,046
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      363,173
Participant transfers.......................................      742,806
Participant withdrawals.....................................       (4,145)
                                                              -----------
  Net increase from participant transactions................    1,101,834
                                                              -----------
    Total increase in net assets............................    1,126,880
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $ 1,126,880
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       35,022
Participant transfers.......................................       72,221
Participant withdrawals.....................................         (403)
                                                              -----------
  Net increase in units from participant transactions.......      106,840
                                                              -----------
                                                              -----------
</TABLE>
 
* Date deposits first received.
**Reduced by $7 due to the waiver of 1.20% mortality and expense risk charge
  from May 3, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              45
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
AMT PARTNERS PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Neuberger &
 Berman Advisers Management
 Trust-Partners Portfolio at
 value........................  $ 1,523,665
Receivable from Connecticut
 General Life Insurance
 Company......................       41,102
                                -----------
  Total assets................    1,564,767
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       41,102
                                -----------
  Net assets..................  $ 1,523,665
                                -----------
                                -----------
Accumulation units
 outstanding..................      125,694
Net asset value per
 accumulation unit............  $ 12.122020
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $        --
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.....        3,539
                                -----------
  Net investment loss.........       (3,539)
                                -----------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS:
Net realized loss.............          (48)
Net unrealized gain...........       54,000
                                -----------
  Net realized and unrealized
   gain on investments........       53,952
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    50,413
                                -----------
                                -----------
</TABLE>
 
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 12, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.........................................  $    (3,539)
Net realized loss...........................................          (48)
Net unrealized gain.........................................       54,000
                                                              -----------
  Net increase from operations..............................       50,413
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................    1,246,722
Participant transfers.......................................      229,996
Participant withdrawals.....................................       (3,466)
                                                              -----------
  Net increase from participant transactions................    1,473,252
                                                              -----------
    Total increase in net assets............................    1,523,665
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $ 1,523,665
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................      106,298
Participant transfers.......................................       19,681
Participant withdrawals.....................................         (285)
                                                              -----------
  Net increase in units from participant transactions.......      125,694
                                                              -----------
                                                              -----------
</TABLE>
 
* Date deposits first received.
**Reduced by $17 due to the waiver of 1.20% mortality and expense risk charge
  from April 12, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
46
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
QUEST GLOBAL EQUITY PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1995
ASSETS:
Investment in Quest for Value
 Accumulation Trust-Global
 Equity Portfolio at value....  $ 1,637,869
Receivable from Connecticut
 General Life Insurance
 Company......................       42,010
                                -----------
  Total assets................    1,679,879
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       42,010
                                -----------
  Net assets..................  $ 1,637,869
                                -----------
                                -----------
Accumulation units
 outstanding..................      139,287
Net asset value per
 accumulation unit............  $ 11.758951
STATEMENT OF OPERATIONS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $     4,543
 
EXPENSES:
Mortality and expense risk and
 administrative charges**.....        3,344
                                -----------
  Net investment income.......        1,199
                                -----------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS:
Capital distribution from
 portfolio sponsor............       31,763
Realized loss on share
 transactions.................           (2)
                                -----------
  Net realized gain...........       31,761
  Net unrealized loss.........      (17,464)
                                -----------
    Net realized and
     unrealized gain on
     investments..............       14,297
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    15,496
                                -----------
                                -----------
</TABLE>
 
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM APRIL 10, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income.......................................  $     1,199
Net realized loss...........................................       31,761
Net unrealized loss.........................................      (17,464)
                                                              -----------
  Net increase from operations..............................       15,496
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      917,056
Participant transfers.......................................      705,765
Participant withdrawals.....................................         (448)
                                                              -----------
  Net increase from participant transactions................    1,622,373
                                                              -----------
    Total increase in net assets............................    1,637,869
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $ 1,637,869
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       79,268
Participant transfers.......................................       60,048
Participant withdrawals.....................................          (29)
                                                              -----------
  Net increase in units from participant transactions.......      139,287
                                                              -----------
                                                              -----------
</TABLE>
 
* Date deposits first received.
**Reduced by $5 due to the waiver of 1.20% mortality and expense risk charge
  from April 10, 1995 through May 31, 1995.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              47
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
QUEST MANAGED PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Quest for Value
 Accumulation Trust-Managed
 Portfolio at value...........  $ 5,421,786
Receivable from Connecticut
 General Life Insurance
 Company......................       20,502
                                -----------
  Total assets................    5,442,288
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       20,502
                                -----------
  Net assets..................  $ 5,421,786
                                -----------
                                -----------
Accumulation units
 outstanding..................      486,528
Net asset value per
 accumulation unit............  $ 11.143831
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 19, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $        --
 
EXPENSES:
Mortality and expense risk and
 administrative charges.......       15,465
                                -----------
  Net investment loss.........      (15,465)
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Net realized gain.............          663
Net unrealized gain...........      234,982
                                -----------
  Net realized and unrealized
   gain on investments........      235,645
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $   220,180
                                -----------
                                -----------
</TABLE>
 
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 19, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.........................................  $   (15,465)
Net realized gain...........................................          663
Net unrealized gain.........................................      234,982
                                                              -----------
  Net increase from operations..............................      220,180
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................    3,661,487
Participant transfers.......................................    1,553,474
Participant withdrawals.....................................      (13,355)
                                                              -----------
  Net increase from participant transactions................    5,201,606
                                                              -----------
    Total increase in net assets............................    5,421,786
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $ 5,421,786
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................      344,364
Participant transfers.......................................      143,046
Participant withdrawals.....................................         (882)
                                                              -----------
  Net increase in units from participant transactions.......      486,528
                                                              -----------
                                                              -----------
</TABLE>
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
48
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
QUEST SMALL CAP PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
 
<TABLE>
<S>                             <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Quest for Value
 Accumulation Trust-Small Cap
 Portfolio at value...........  $   629,653
Receivable from Connecticut
 General Life Insurance
 Company......................       22,630
                                -----------
  Total assets................      652,283
                                -----------
LIABILITIES:
Payable for fund shares
 purchased....................       22,630
                                -----------
  Net assets..................  $   629,653
                                -----------
                                -----------
Accumulation units
 outstanding..................       58,004
Net asset value per
 accumulation unit............  $ 10.855343
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 27, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends.....................  $        --
 
EXPENSES:
Mortality and expense risk and
 administrative charges.......        1,863
                                -----------
  Net investment loss.........       (1,863)
                                -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Net realized gain.............            3
Net unrealized gain...........       16,355
                                -----------
  Net realized and unrealized
   gain on investments........       16,358
                                -----------
INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS....  $    14,495
                                -----------
                                -----------
</TABLE>
 
<TABLE>
<S>                                                           <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 27, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss.........................................  $    (1,863)
Net realized gain...........................................            3
Net unrealized gain.........................................       16,355
                                                              -----------
  Net increase from operations..............................       14,495
                                                              -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits........................................      263,145
Participant transfers.......................................      353,852
Participant withdrawals.....................................       (1,839)
                                                              -----------
  Net increase from participant transactions................      615,158
                                                              -----------
    Total increase in net assets............................      629,653
                                                              -----------
NET ASSETS:
Beginning of period.........................................           --
                                                              -----------
End of period...............................................  $   629,653
                                                              -----------
                                                              -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................       25,109
Participant transfers.......................................       33,069
Participant withdrawals.....................................         (174)
                                                              -----------
  Net increase in units from participant transactions.......       58,004
                                                              -----------
                                                              -----------
</TABLE>
 
* Date deposits first received.
 
   The Notes to Financial Statements are an integral part of these statements
 
                                                                              49
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
1. ORGANIZATION
    CG  Variable Annuity  Separate Account II  (the Account) is  registered as a
Unit Investment Trust under the Investment Company Act of 1940, as amended.  The
operations of the Account are part of the operations of Connecticut General Life
Insurance  Company  (CG Life).  The assets  and liabilities  of the  Account are
clearly identified and  distinguished from  other assets and  liabilities of  CG
Life.  The  assets  of  the  Account  are  not  available  to  meet  the general
obligations  of  CG  Life  and  are  held  for  the  exclusive  benefit  of  the
participants.
 
    The  assets of  the Account are  divided into variable  sub-accounts each of
which is invested in shares of one of seventeen portfolios (mutual funds) of six
diversified open-end management  investment companies, each  portfolio with  its
own investment objective. The variable sub-accounts are:
 
<TABLE>
<S>             <C>
ALGER AMERICAN FUND: --
                Alger American Growth Portfolio
                Alger American Leveraged AllCap Portfolio
                Alger American MidCap Growth Portfolio
                Alger American Small Capitalization Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND: --
                Equity-Income Portfolio
                Money Market Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II: --
                Asset Manager Portfolio
                Investment Grade Bond Portfolio
MFS VARIABLE INSURANCE TRUST: --
                MFS Total Return Series
                MFS Utilities Series
                MFS World Governments Series
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST: --
                AMT Balanced Portfolio
                AMT Limited Maturity Bond Portfolio
                AMT Partners Portfolio
QUEST FOR VALUE ACCUMULATION TRUST: --
                Quest Global Equity Portfolio
                Quest Managed Portfolio
                Quest Small Cap Portfolio
</TABLE>
 
2. SIGNIFICANT ACCOUNTING POLICIES
    These  financial statements have been  prepared in conformity with generally
accepted accounting  principles.  The  following is  a  summary  of  significant
accounting  policies consistently followed  in the preparation  of the Account's
financial statements.
 
  A. INVESTMENT VALUATION:  Investments held  by the sub-accounts are valued  at
their  respective closing net asset value per  share as determined by the mutual
funds as of December 29, 1995, the last business day of 1995. The change in  the
difference  between cost and value is reflected as unrealized gain (loss) in the
Statements of Operations.
 
  B. INVESTMENT TRANSACTIONS:  Investment transactions are recorded on the trade
date (date the order to buy or  sell is executed). Realized gains and losses  on
sales  of investments are determined by the last-in, first-out cost basis of the
investment sold. Dividend  and capital  gain distributions are  recorded on  the
ex-dividend date. Investment transactions are settled through CG Life.
 
  C.  FEDERAL INCOME TAXES:   The operations of the Account  form a part of, and
are taxed  with, the  total operations  of CG  Life, which  is taxed  as a  life
insurance  company.  Under existing  federal income  tax law,  investment income
(dividends) and capital gains attributable to the Account are not taxed.
 
50
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
3. INVESTMENTS
    Total shares held and cost of investments at December 31, 1995 were:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                                                                               Cost Of
Sub-Account                                                                    Shares Held   Investments
- --------------------------------------------------------------------------------------------------------
<S>                                                                            <C>           <C>
Alger American Growth Portfolio..............................................     123,877    $3,864,385
Alger American Leveraged AllCap Portfolio....................................      69,375     1,175,413
Alger American MidCap Growth Portfolio.......................................     104,862     2,075,082
Alger American Small Capitalization Portfolio................................      83,012     3,366,887
Fidelity Equity-Income Portfolio.............................................     339,717     6,277,501
Fidelity Money Market Portfolio..............................................   6,975,643     6,975,643
Fidelity Asset Manager Portfolio.............................................      44,561       677,272
Fidelity Investment Grade Bond Portfolio.....................................     121,921     1,497,480
MFS Total Return Series......................................................     133,830     1,605,442
MFS Utilities Series.........................................................      40,803       504,985
MFS World Governments Series.................................................      33,698       364,646
AMT Balanced Portfolio.......................................................      50,104       877,409
AMT Limited Maturity Bond Portfolio..........................................      76,606     1,097,982
AMT Partners Portfolio.......................................................     115,167     1,469,665
Quest Global Equity Portfolio................................................     141,074     1,655,333
Quest Managed Portfolio......................................................     179,887     5,186,804
Quest Small Cap Portfolio....................................................      31,625       613,298
- --------------------------------------------------------------------------------------------------------
</TABLE>
 
    Total purchases and  sales of shares  of the mutual  funds, for the  periods
noted, amounted to:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Sub-Account                                                                         Period                   Purchases      Sales
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                                    <C>          <C>
Alger American Growth Portfolio....................................   April 12, 1995* to December 31, 1995  $ 4,051,329  $   187,744
Alger American Leveraged AllCap Portfolio..........................     June 2, 1995* to December 31, 1995    1,271,637       97,171
Alger American MidCap Growth Portfolio.............................   April 10, 1995* to December 31, 1995    2,220,104      146,718
Alger American Small Capitalization Portfolio......................   April 10, 1995* to December 31, 1995    3,497,358      132,372
Fidelity Equity-Income Portfolio...................................   April 10, 1995* to December 31, 1995    6,420,228      144,659
Fidelity Money Market Portfolio....................................     June 8, 1995* to December 31, 1995   18,821,613   11,845,970
Fidelity Asset Manager Portfolio...................................   April 12, 1995* to December 31, 1995      678,971        1,708
Fidelity Investment Grade Bond Portfolio...........................    July 18, 1995* to December 31, 1995    1,567,761       70,476
MFS Total Return Series............................................     July 7, 1995* to December 31, 1995    1,610,945        5,505
MFS Utilities Series...............................................    July 27, 1995* to December 31, 1995      536,559       31,652
MFS World Governments Series.......................................     July 7, 1995* to December 31, 1995      365,186          540
AMT Balanced Portfolio.............................................    July 18, 1995* to December 31, 1995    1,002,451      126,175
AMT Limited Maturity Bond Portfolio................................      May 3, 1995* to December 31, 1995    1,108,839       10,884
AMT Partners Portfolio.............................................   April 12, 1995* to December 31, 1995    1,544,575       74,862
Quest Global Equity Portfolio......................................   April 10, 1995* to December 31, 1995    1,656,131          796
Quest Managed Portfolio............................................    June 19, 1995* to December 31, 1995    5,397,587      211,446
Quest Small Cap Portfolio..........................................    June 27, 1995* to December 31, 1995      650,196       36,901
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
* Date deposits first received.
 
4. CHARGES AND DEDUCTIONS
    CG  Life assumes the  risk that annuitants  as a class  may live longer than
expected and also assumes a mortality risk in connection with the death benefits
of the contract.  CG Life  also assumes a  risk that  its actual  administrative
expenses  may be higher than amounts deducted for such expenses. CG Life charges
each variable sub-account the daily equivalent of 1.20% (approximately .70%  for
mortality  risks and approximately .50% for  expense risks), on an annual basis,
of the current value  of each sub-account's assets  for the assumption of  these
risks; that charge was waived from inception through May 31, 1995.
 
    CG  Life also  deducts a  daily administrative fee  from the  assets of each
variable  sub-account  as  partial  reimbursement  for  administrative  expenses
relating  to the issuance and maintenance  of the contract and the participant's
annuity account. This charge is currently at an effective annual rate of .10%.
 
                                                                              51
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
4. CHARGES AND DEDUCTIONS (CONTINUED)
    As partial  compensation  for  administrative  services  provided,  CG  Life
additionally  receives a  $35 annuity account  fee per year  from each contract.
This  charge  is  deducted  from  the  fixed  or  variable  sub-account  of  the
participant  or  on  a  pro-rata  basis  from  two  or  more  fixed  or variable
sub-accounts in relation to their values under the contract. For contracts  that
are  issued in the state of  New York, the annuity account  fee is $30 per year.
Fixed sub-accounts  are part  of the  general account  of CG  Life and  are  not
included  in these financial statements. 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. Annuity account
fees, for the variable sub-accounts, amounting to $115 were deducted during  the
periods covered by these financial statements.
 
    For  an additional  charge (optional death  benefit fee),  an optional death
benefit may be selected by the participant. The optional death benefit fee  will
be  deducted  from  the participant's  fixed  or  variable sub-account  or  on a
pro-rata basis from two  or more fixed or  variable sub-accounts in relation  to
their  values under the contract  on the date of  each contract anniversary. For
contracts that are issued in the state  of New York, the optional death  benefit
is  not  available. No  optional  death benefit  fees  were deducted  during the
periods covered by these financial statements.
 
    Under certain circumstances, CG Life reserves the right to charge a transfer
fee of  up to  $10 for  transfers between  sub-accounts. No  transfer fees  were
deducted during the periods covered by these financial statements.
 
    The   fees  charged  by  CG  Life   for  mortality  and  expense  risks  and
administrative fees, from variable sub-accounts, for the periods noted, amounted
to:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Mortality
                                                                                                           and         Asset Based
                                                                                                       Expense Risk   Administrative
Sub-Account                                                                    Period                      Fees            Fees
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                                    <C>            <C>
Alger American Growth Portfolio...............................   April 12, 1995* to December 31, 1995    $ 9,260**        $  774
Alger American Leveraged AllCap Portfolio.....................     June 2, 1995* to December 31, 1995      3,218             269
Alger American MidCap Growth Portfolio........................   April 10, 1995* to December 31, 1995      5,159**           430
Alger American Small Capitalization Portfolio.................   April 10, 1995* to December 31, 1995      7,807**           651
Fidelity Equity-Income Portfolio..............................   April 10, 1995* to December 31, 1995     12,469**         1,040
Fidelity Money Market Portfolio...............................     June 8, 1995* to December 31, 1995     41,417           3,451
Fidelity Asset Manager Portfolio..............................   April 12, 1995* to December 31, 1995      1,705**           143
Fidelity Investment Grade Bond Portfolio......................    July 18, 1995* to December 31, 1995      1,533             128
MFS Total Return Series.......................................     July 7, 1995* to December 31, 1995      4,305             359
MFS Utilities Series..........................................    July 27, 1995* to December 31, 1995      1,231             102
MFS World Governments Series..................................     July 7, 1995* to December 31, 1995        985              82
AMT Balanced Portfolio........................................    July 18, 1995* to December 31, 1995      2,235             186
AMT Limited Maturity Bond Portfolio...........................      May 3, 1995* to December 31, 1995      3,580**           299
AMT Partners Portfolio........................................   April 12, 1995* to December 31, 1995      3,265**           274
Quest Global Equity Portfolio.................................   April 10, 1995* to December 31, 1995      3,087**           257
Quest Managed Portfolio.......................................    June 19, 1995* to December 31, 1995     14,275           1,190
Quest Small Cap Portfolio.....................................    June 27, 1995* to December 31, 1995      1,720             143
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
 *Date deposits first received.
**Mortality and expense risk charges waived, for the periods noted, amounted to:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      Mortality and
                                                                                                                      Expense Risk
Sub-Account                                                                                     Period                 Fees Waived
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                              <C>
Alger American Growth Portfolio...................................................  April 12, 1995* to May 31, 1995        $27
Alger American MidCap Growth Portfolio............................................  April 10, 1995* to May 31, 1995          5
Alger American Small Capitalization Portfolio.....................................  April 10, 1995* to May 31, 1995          5
Fidelity Equity-Income Portfolio..................................................  April 10, 1995* to May 31, 1995         12
Fidelity Asset Manager Portfolio..................................................  April 12, 1995* to May 31, 1995         17
AMT Limited Maturity Bond Portfolio...............................................     May 3, 1995* to May 31, 1995          7
AMT Partners Portfolio............................................................  April 12, 1995* to May 31, 1995         17
Quest Global Equity Portfolio.....................................................  April 10, 1995* to May 31, 1995          5
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
52
<PAGE>
CG VARIABLE ANNUITY SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
4. CHARGES AND DEDUCTIONS (CONTINUED)
    No deduction for sales charges is made from a premium payment. However, if a
cash withdrawal is made, a withdrawal charge (contingent deferred sales  charge)
may  be assessed  by CG  Life. The withdrawal  charge, if  assessed, varies from
0 - 7%  depending upon  the duration of  each contract  deposit. The  withdrawal
charge is deducted from withdrawal proceeds for full withdrawals and reduces the
remaining  account value for  partial withdrawals. These charges  are paid to CG
Life as reimbursement for services provided. These services include  commissions
paid  to sales personnel, the costs of preparation of sales literature and other
promotional costs and acquisition expenses.  Withdrawal charges paid to CG  Life
for the variable sub-accounts, for the periods ended December 31, 1995, amounted
to $2,872.
 
5. DISTRIBUTION OF NET INCOME
    The  Account  does  not expect  to  declare dividends  to  participants from
accumulated  net  income.   The  accumulated  net   income  is  distributed   to
participants  as part of surrenders, death benefits, transfers to other fixed or
variable sub-accounts or annuity payments in excess of net purchase payments.
 
6. DIVERSIFICATION REQUIREMENTS
    Under the provisions of Section 817(h) of the Internal Revenue Code of  1986
(the  Code),  a  variable annuity  contract,  other  than a  contract  issued in
connection with certain types of employee benefit plans, will not be treated  as
an  annuity  contract for  federal tax  purposes  for any  period for  which the
investments of the segregated asset account, on which the contract is based, are
not adequately diversified. The Code provides that the "adequately  diversified"
requirement  may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of the Treasury. CG Life believes, based on assurances from the
mutual funds, that the mutual funds satisfy the requirements of the regulations.
 
                                                                              53
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors of Connecticut General
Life Insurance Company and Participants of the
CG Variable Annuity Separate Account II
 
In our opinion, the  accompanying statements of assets  and liabilities and  the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the sub-accounts, Alger
American  Fund  -- Alger  American  Growth Portfolio,  Alger  American Leveraged
AllCap Portfolio, Alger  American MidCap  Growth Portfolio,  and Alger  American
Small  Capitalization Portfolio;  Fidelity Variable  Insurance Products  Fund --
Fidelity Equity-Income Portfolio and  Fidelity Money Market Portfolio;  Fidelity
Variable  Insurance Products  Fund II  -- Fidelity  Asset Manager  Portfolio and
Fidelity Investment Grade Bond  Portfolio; MFS Variable  Insurance Trust --  MFS
Total  Return Series,  MFS Utilities  Series and  MFS World  Governments Series;
Neuberger &  Berman Advisers  Management Trust  -- AMT  Balanced Portfolio,  AMT
Limited  Maturity Bond  Portfolio and  AMT Partners  Portfolio; Quest  for Value
Accumulation Trust -- Quest Global Equity Portfolio, Quest Managed Portfolio and
Quest Small Cap Portfolio (constituting the CG Variable Annuity Separate Account
II, hereafter  referred to  as "the  Account")  at December  31, 1995,  and  the
results  of each of their operations and the changes in each of their net assets
for the  periods since  inception  (as indicated  in the  financial  statements)
through  December  31, 1995,  in conformity  with generally  accepted accounting
principles. These financial statements are  the responsibility of the  Account's
management;  our  responsibility is  to express  an  opinion on  these financial
statements based  on our  audits. We  conducted our  audits of  these  financial
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, which included
confirmation of  securities at  December  31, 1995  by correspondence  with  the
custodian, provide a reasonable basis for the opinion expressed above.
 
PRICE WATERHOUSE LLP
Hartford, Connecticut
February 26, 1996
 
54
<PAGE>
APPENDIX I
 
                    VARIABLE ACCOUNT UNIT VALUE CALCULATIONS
                FOR NEW YORK CONTRACTS ISSUED BEFORE MAY 1, 1996
 
                         SAMPLE CALCULATIONS AND TABLES
 
    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.
 
    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).
 
                                                                              55


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