CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
497, 1995-05-05
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CONNECTICUT GENERAL LIFE INSURANCE COMPANY

                                                                     [LOGO]
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I

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HOME OFFICE LOCATION:             MAILING ADDRESS:
900 COTTAGE GROVE ROAD            CIGNA INDIVIDUAL INSURANCE
HARTFORD, CT 06152                VARIABLE PRODUCTS SERVICE CENTER, ROUTING
                                  S-154
                                  HARTFORD, CT 06152-2154
                                  (800)(552-9898)
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- --------------------------------------------------------------------------------
              THE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------

    This  prospectus  describes  a  flexible  premium  variable  life  insurance
contract ("Policy") offered by Connecticut General Life Insurance Company  ("the
Company"). This Policy is intended to provide life insurance benefits. It allows
flexible  premium payments, a choice of underlying funding options, and a choice
of  two  death  benefit  options.  Its  value  will  vary  with  the  investment
performance of the underlying funding options selected, as may the death benefit
payable  by the Company upon the death of the Insured. Policy values may be used
to continue the Policy in force, may be borrowed within certain limits, and  may
be  fully or partially  surrendered. Full surrenders are  subject to a surrender
charge. Annuity settlement options equivalent to the Death Benefit are available
for payment to the Beneficiary upon the death of the Insured.

    The Company  offers sixteen  funding  vehicles under  a Policy  through  the
Separate  Account,  each a  diversified  open-end management  investment company
(commonly called a  mutual fund)  with a different  investment objective:  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 --
Equity-Income Portfolio; Fidelity Variable Insurance  Products Fund II --  Asset
Manager  Portfolio and 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")  -- 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.

    The fixed interest  option offered under  the Policy is  the Fixed  Account.
Amounts  held  in the  Fixed  Account are  guaranteed  and will  earn  a minimum
interest rate of  4% per  year. Unless specifically  mentioned, this  prospectus
only describes the variable investment options.

    It  may not be  advantageous to replace existing  insurance or supplement an
existing flexible premium variable life insurance policy with this Policy.  This
entire  Prospectus,  and  those  of  the  Funds,  should  be  read  carefully to
understand the Policy being offered.

THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  MUTUAL FUNDS AVAILABLE AS FUNDING OPTIONS  FOR THE POLICIES 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, 1995
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                               TABLE OF CONTENTS
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Definitions.....................................      3
Highlights......................................      6
  Initial Choices...............................      6
  Charges and Fees..............................      6
The Company.....................................      7
The Fixed Account...............................      7
The Variable Account............................      8
The Funds.......................................      8
  Fund Annual Expenses..........................     11
  Alger Funds...................................     11
  Fidelity Funds................................     11
  MFS Funds.....................................     11
  Neuberger & Berman Funds......................     11
  Quest for Value Funds.........................     11
  General.......................................     12
  Substitution of Securities....................     12
  Voting Rights.................................     12
  Fund Participation Agreements.................     12
Death Benefit...................................     13
    Death Benefit Options.......................     13
    Changes in Death Benefit Option.............     13
    Guaranteed Death Benefit Provision..........     13
    Payment of Death Benefit....................     14
    Changes in Specified Amount.................     15
Premium Payments; Transfers.....................     15
    Premium Payments............................     15
    Allocation of Net Premium Payments..........     16
    Transfers...................................     17
    Dollar Cost Averaging.......................     17
Charges; Fees...................................     18
    Premium Load................................     18
    Monthly Deductions..........................     18
    Transaction Fee for Excess Transfers........     19
    Mortality and Expense Risk Charge...........     19
    Surrender Charge............................     20
Policy Values...................................     20
    Accumulation Value..........................     20
    Variable Accumulation Unit Value............     21
    Surrender Value.............................     21
Surrenders......................................     22
    Partial Surrenders..........................     22
    Full Surrenders.............................     22

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    Deferral of Payment.........................     22
Lapse and Reinstatement.........................     22
    Lapse of a Policy; Effect of Guaranteed
     Death Benefit Provision....................     22
    Reinstatement of a Lapsed Policy............     23
Policy Loans....................................     23
Settlement Options..............................     24
Other Policy Provisions.........................     24
    Issuance....................................     24
    Short-Term Right to Cancel the Policy.......     24
    Policy Owner................................     25
    Beneficiary.................................     25
    Assignment..................................     25
    Right to Exchange for a Fixed Benefit
     Policy.....................................     25
    Incontestability............................     26
    Misstatement of Age or Sex..................     26
    Suicide.....................................     26
    Nonparticipating Policies...................     26
Tax Matters.....................................     26
    Policy Proceeds.............................     26
    Taxation of the Company.....................     28
    Section 848 Charges.........................     28
    Other Considerations........................     28
Other Matters...................................     28
    Directors and Officers of the Company.......     28
    Distribution of Policies....................     29
    Changes of Investment Policy................     29
    Other Contracts Issued by the Company.......     29
    State Regulation............................     30
    Reports to Policy Owners....................     30
    Advertising.................................     30
    Legal Proceedings...........................     30
    Experts.....................................     31
    Registration Statement......................     31
    Five Percent Owners.........................     31
    Financial Statements........................     31
Appendix 1......................................     53
    Illustration of Surrender Charges...........     53
Appendix 2......................................     55
    Illustration of Accumulation Values,
     Surrender Values, and Death Benefits.......     55
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DEFINITIONS

                    ACCUMULATION VALUE: The sum of the Fixed Account Value,
                    Variable Account Value and the Loan Account Value.

                    ACCUMULATION UNIT: A unit of measure used to calculate the
                    value of a Variable Account Sub-Account.

                    ADDITIONAL PREMIUMS: Any premium paid in addition to Planned
                    Premiums.

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

                    CORRIDOR DEATH BENEFIT: The Death Benefit calculated as a
                    percentage of the Accumulation Value rather than by
                    reference to the Specified Amount to satisfy the Internal
                    Revenue Service definition of "life insurance."

                    COST OF INSURANCE: The portion of the Monthly Deduction
                    attributable to the basic insurance coverage, not including
                    riders, supplemental benefits or monthly expense charges.

                    DEATH BENEFIT: The amount payable to the beneficiary upon
                    the death of the Insured in accordance with the Death
                    Benefit Option elected, before deduction of the amount
                    necessary to repay any loans in full, and overdue
                    deductions.

                    DEATH BENEFIT OPTION: Either of two methods for determining
                    the Death Benefit.

                    FIXED ACCOUNT: The account under which principal is
                    guaranteed and interest is credited at a rate of not less
                    than 4% per year. Fixed Account assets are general assets of
                    the Company held in the Company's General Account.

                    FIXED ACCOUNT VALUE: The portion of the Accumulation Value,
                    other than the Loan Account Value, held in the Company's
                    General Account.

                    FUND(S): One or more of 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 -- Equity-Income Portfolio; Fidelity
                    Variable Insurance Products Fund II -- Asset Manager
                    Portfolio and 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 and AMT Partners Portfolio;
                    Quest for Value Accumulation Trust -- Quest Global Equity
                    Portfolio, Quest Managed Portfolio and Quest Small Cap
                    Portfolio. Each of them is an open-end management investment
                    company (mutual fund) whose shares are available to fund the
                    benefits provided by the Policy.

                    GENERAL ACCOUNT: The Company's general asset account, in
                    which assets attributable to the non-variable portion of
                    Policies are held.

                    GRACE PERIOD: The 61-day period following a Monthly
                    Anniversary Day on which the Policy's Surrender Value is
                    insufficient to cover the current Monthly Deduction. The
                    Company will send notice at least 31 days before the end of
                    the Grace Period that the Policy will lapse without value
                    unless a sufficient payment (described in the notification
                    letter) is received by the Company.

                    GUARANTEED INITIAL DEATH BENEFIT PREMIUM: The Premium
                    Payment(s) which must be made to guarantee the Initial
                    Specified Amount for the first five Policy Years after
                    issue, regardless of investment performance, assuming there
                    will be no loans or partial surrenders.

                                                                               3
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                    GUIDELINE ANNUAL PREMIUM: The level amount, calculated in
                    accordance with Rule 6e-3(T) under the Investment Company
                    Act of 1940, required to mature the Policy under guaranteed
                    mortality and expense charges and an annual interest rate of
                    5%.

                    INITIAL SPECIFIED AMOUNT: The amount (at least $50,000),
                    originally chosen by the Policy Owner, initially equal to
                    the Death Benefit. The Initial Specified Amount may be
                    increased or decreased as described in this Prospectus.

                    INSURED: The person on whose life the Policy is issued.

                    ISSUE AGE: The age of the insured, to the nearest birthday,
                    on the Issue Date.

                    ISSUE DATE: The date on which the Policy becomes effective,
                    as shown in the Policy Specifications.

                    LOAN ACCOUNT VALUE: An amount equal to the sum of all unpaid
                    Policy loans and loan interest.

                    MONTHLY ANNIVERSARY DAY: The day of the month, as shown in
                    the Policy Specifications, or the next Valuation Day if that
                    day is not a Valuation Day or is nonexistent for that month,
                    when the Company makes the Monthly Deduction.

                    MONTHLY DEDUCTION: The monthly deduction made from the Net
                    Accumulation Value; this deduction includes the cost of
                    insurance, an administrative expense charge, and charges for
                    supplemental riders or benefits, if applicable.

                    NET ACCUMULATION VALUE: The Accumulation Value less the Loan
                    Account Value.

                    NET AMOUNT AT RISK: The Death Benefit before subtraction of
                    outstanding loans, if any, minus the Accumulation Value.

                    NET PREMIUM PAYMENT: The portion of a Premium Payment, after
                    deduction of 3.5% for the premium load, available for
                    allocation to the Fixed Account and the Variable Account
                    Sub-Accounts.

                    OWNER: The Owner on the Date of Issue will be the person
                    designated in the Policy Specifications. If no person is
                    designated as Owner, the Insured will be the Owner.

                    PLANNED PREMIUMS: The amount of premium the Policy Owner
                    chooses to pay the Company on a scheduled basis. This is the
                    amount for which the Company sends a premium reminder
                    notice.

                    POLICY: The life insurance contract described in this
                    Prospectus, under which flexible premium payments are
                    permitted and the death benefit and contract values may vary
                    with the investment performance of the funding option(s)
                    selected.

                    POLICY YEAR: Each twelve-month period, beginning on the
                    Issue Date, during which the Policy is in effect.

                    PREMIUM PAYMENT: A premium payment made under the Policy.

                    SETTLEMENT OPTION(S): Several ways in which the Beneficiary
                    may receive a Death Benefit, or in which the Insured may
                    choose to receive payments upon surrender
                    of the Policy.

                    SUB-ACCOUNT: That portion of the Variable Account which is
                    invested in shares of a specific Fund.

                    SURRENDER CHARGE: The amount retained by the Company upon
                    the full surrender of the Policy.

4
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                    SURRENDER VALUE: The amount a Policy Owner can receive in
                    cash by surrendering the Policy. This equals the Net
                    Accumulation Value minus the applicable Surrender Charge.
                    All of the Surrender Value may be applied to one or more of
                    the Settlement Options.

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

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

                    VARIABLE ACCOUNT: CG Variable Life Insurance Separate
                    Account I. Consists of all Sub-Accounts invested in shares
                    of the Funds. Variable Account assets are kept separate from
                    the general assets of the Company and are not chargeable
                    with the general liabilities of the Company.

                    VARIABLE ACCOUNT VALUE: The portion of the Accumulation
                    Value attributable to the Variable Account.

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

                                                                               5
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HIGHLIGHTS
               The Policy is a flexible premium variable life
               insurance policy. Its values may be accumulated
               on a fixed or variable basis or a combination
               of fixed and variable bases. The Policy's
               provisions may vary in some states.

INITIAL        When purchasing a Policy, the Owner makes three
CHOICES        important choices:
TO BE MADE     1) Selecting one of the two Death Benefit
               Options;
               2) Selecting the amount of Premium Payments to
               make; and
               3) Selecting how Net Premium Payments will be
               allocated among the available funding options.

LEVEL OR       At the time of purchase, the Policy Owner (also
VARYING        called the "Owner" in this Prospectus) must
DEATH BENEFIT  choose between the two Death Benefit Options.
               The amount payable under either option will be
               determined as of the date of the Insured's
               death. Under the level Death Benefit Option,
               the Death Benefit will be the greater of the
               Specified Amount, or the Corridor Death
               Benefit. Under the varying Death Benefit
               Option, the Death Benefit will be the greater
               of the Specified Amount plus the Accumulation
               Value, or the Corridor Death Benefit (See
               "Death Benefit").
               The Policy also offers a Guaranteed Initial
               Death Benefit Provision which ensures that for
               the first five Policy Years the Death Benefit
               will not be less than the Initial Specified
               Amount, regardless of market performance,
               assuming there have been no loans or
               surrenders, even if the Surrender Value is
               insufficient to cover the current Monthly
               Deductions (See "Guaranteed Death Benefit
               Provision").

AMOUNT OF      At the time of purchase, the Policy Owner must
PREMIUM        also choose the amount of premium to be paid.
PAYMENT        The Owner may vary Premium Payments to some
               extent and still keep the Policy in force.
               Premium reminder notices will be sent for
               Planned Premiums and for premiums required to
               continue this Policy in force. If the Policy
               lapses it may be reinstated (See "Reinstatement
               of a Lapsed Policy").

SELECTION OF   The Policy Owner must choose how to allocate
FUNDING        Net Premium Payments. Net Premium Payments
VEHICLE(S)     allocated to the Variable Account may be
               allocated to one or more Sub-Accounts of the
               Variable Account, each of which invests in
               shares of a particular Fund. The Fixed Account
               may also be elected as an allocation option.
               Allocations to any Sub-Account or to the Fixed
               Account must be in whole percentages with a
               minimum of 10% each. The variable portion of a
               Policy is supported by the Fund(s) selected as
               funding vehicle(s). The portion of the Variable
               Account Value attributable to a particular Fund
               through the Sub-Account of the Variable Account
               is not guaranteed and will vary with the
               investment performance of that Fund.

CHARGES        There is a 3.5% premium load on all Premium
AND FEES       Payments.
               Monthly deductions are made for the Cost of
               Insurance and any riders.
               Monthly deductions ($15 per month during the
               first Policy Year and, currently, $5 per month
               thereafter) are also made for administrative
               expenses.
               Daily charges from Variable Account Value are
               made for the mortality and expense risk,
               currently at the annual rate of .45% during the
               first ten Policy Years and .25% thereafter.
               Investment results for each Sub-Account are
               affected by each Fund's daily charge for
               management fees; these charges vary by Fund and
               are shown at page 11 of this Prospectus.
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                    A transaction fee of $25 is imposed for partial surrenders
                    and for certain transfers in excess of 12 per Policy Year.

                    A surrender charge will be deducted upon full surrender of a
                    Policy within the first ten Policy Years or within ten years
                    after an increase in Specified Amount.

                    Interest is charged on Policy loans. The net interest spread
                    (the amount by which interest charged exceeds interest
                    credited) is currently 1% per year in the first ten Policy
                    Years and .25% per year thereafter.

                    The Company may derive a profit from its charges except from
                    the monthly deduction for administrative expenses and the
                    transaction fee.

THE COMPANY

                    The Company is a stock life insurance company incorporated
                    in Connecticut 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. As of
                    December 31, 1994, certain entities reported voting power or
                    dispositive power of more than 5% of the Common Stock of
                    CIGNA Corporation. See "Five Percent Owners." Connecticut
                    General Corporation is the holding company of various
                    insurance companies, one of which is Connecticut General
                    Life Insurance Company.

                    The Company markets the Policies through independent
                    insurance brokers, general agents, and registered
                    representatives of broker-dealers who are members of the
                    National Association of Securities Dealers, Inc.

                    The Company, in common with other insurance companies, is
                    subject to regulation and supervision by the regulatory
                    authorities of the states in which it is licensed to do
                    business. A license from the state insurance department is a
                    prerequisite to the transaction of insurance business in
                    that state. In general, all states have statutory
                    administrative powers. Such regulation relates, among other
                    things, to licensing of insurers and their agents, the
                    approval of policy forms, the methods of computing reserves,
                    the form and content of statutory financial statements, the
                    amount of policyholders' and stockholders' dividends, and
                    the type of distribution of investments permitted. A blanket
                    bond for $10 million covers all of the officers and
                    employees of the Company.

THE FIXED
ACCOUNT

                    The Fixed Account is funded by the assets of the Company's
                    General Account. Amounts held in the Fixed Account are
                    guaranteed and will be credited with interest at rates as
                    determined from time to time by the Company, but not less
                    than 4% per year.

                    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").

                                                                               7
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                    THEREFORE, NEITHER THE FIXED ACCOUNT NOR ANY INTEREST
                    THEREIN IS GENERALLY SUBJECT TO REGULATION UNDER THE
                    PROVISIONS OF THE 1933 ACT OR THE 1940 ACT. ACCORDINGLY, THE
                    COMPANY HAS BEEN ADVISED THAT THE STAFF OF THE SECURITIES
                    AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURE IN
                    THIS PROSPECTUS RELATING TO THE FIXED ACCOUNT.

THE VARIABLE
ACCOUNT

                    CG Variable Life Insurance Separate Account I was
                    established pursuant to a July 6, 1994 resolution of the
                    Board of Directors of the Company. Under Connecticut
                    insurance law, the income, gains or losses of the Variable
                    Account are credited without regard to the other income,
                    gains or losses of the Company. The Company serves as the
                    custodian of the assets of the Variable Account. These
                    assets are held for the Policies. Although the assets
                    maintained in 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 Policies
                    are general corporate liabilities of the Company. Any and
                    all distributions made by the Funds with respect to shares
                    held by the Variable Account will be reinvested in
                    additional shares at net asset value. Deductions and
                    surrenders from the Variable Account will, in effect, be
                    made by surrendering shares of the Funds at net asset value.
                    On each Valuation Day of each Fund, the Variable Account
                    purchases or redeems Fund shares based on a netting of all
                    transactions for that day. Shares of the Funds held in the
                    Variable Account are held by the Company through an open
                    account system, which makes unnecessary the issuance and
                    delivery of stock certificates.

                    The Variable Account is registered with the Securities and
                    Exchange Commission ("Commission") as a unit investment
                    trust under the 1940 Act. Such registration does not involve
                    supervision of the Variable Account or the Company's
                    management of investment practices or policies by the
                    Commission. The Company does not guarantee the Variable
                    Account's investment performance.

                    The Company has two other separate accounts registered as
                    unit investment trusts with the Commission for the purpose
                    of funding the Company's variable annuity contracts.

THE FUNDS

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

                    The six Trusts and their Investment advisers and
                    distributors are:

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

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

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

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

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

                    Four Funds of ALGER Trust are available under the Policies:

                        Alger American Growth Portfolio;
                        Alger American Leveraged AllCap Portfolio;
                        Alger American MidCap Growth Portfolio;
                        Alger American Small Capitalization Portfolio.

                    One Fund of FIDELITY Trust I is available under the
                    Policies:

                        Equity-Income Portfolio ("Fidelity Equity-Income
                    Portfolio").

                    Two Funds of FIDELITY Trust II are available under the
                    Policies:

                        Asset Manager Portfolio ("Fidelity Asset Manager
                    Portfolio");
                        Investment Grade Bond Portfolio ("Fidelity Bond
                    Portfolio").

                    Three Funds of MFS Trust are available under the Policies:

                        MFS Total Return Series;
                        MFS Utilities Series;
                        MFS World Governments Series.

                    Three Funds of NEUBERGER & BERMAN AMT Trust are available
                    under the Policies:

                        AMT Balanced Portfolio;
                        AMT Limited Maturity Bond Portfolio;
                        AMT Partners Portfolio.

                    Three Funds of QUEST FOR VALUE Trust are available under the
                    Policies:

                        Quest Global Equity Portfolio;
                        Quest Managed Portfolio;
                        Quest Small Cap Portfolio.

                    The investment advisory fees charged the Funds by their
                    advisers are shown on page 11 of this Prospectus.

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

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

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

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

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

                                                                               9
<PAGE>
                    FIDELITY ASSET MANAGER PORTFOLIO: Seeks high total return
                    with reduced risk over the long-term by allocating its
                    assets among domestic and foreign stocks, bonds and short-
                    term fixed-income instruments.

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

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

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

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

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

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

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

                    AMT PARTNERS PORTFOLIO: Seeks capital growth.

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

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

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

10
<PAGE>
                    FUND ANNUAL EXPENSES

                     (as a percentage of Fund average net assets).

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

<TABLE>
<CAPTION>
                                                                                  MANAGEMENT       OTHER      TOTAL ANNUAL
                                                                                     FEES         EXPENSES      EXPENSES
                                                                                --------------  ------------  -------------
<C>                          <S>                                                <C>             <C>           <C>
   ALGER AMERICAN FUNDS      Alger American Growth Portfolio..................         0.75%          0.11%         0.86%
                                                                                       0.85%          0.94%*        1.79%
                             Alger American Leveraged AllCap Portfolio........
                                                                                       0.80%          0.17%         0.97%
                             Alger American MidCap Growth Portfolio...........
                                                                                       0.85%          0.11%         0.96%
                             Alger American Small Capitalization Portfolio....
      FIDELITY FUNDS         Asset Manager Portfolio..........................         0.72%          0.08%         0.80%(1)
                                                                                       0.52%          0.06%         0.58%(1)
                             Equity-Income Portfolio..........................
                                                                                       0.46%          0.21%         0.67%
                             Investment Grade Bond Portfolio..................
       MFS FUNDS(4)          MFS Total Return Series..........................         0.75%          0.25%(4)       1.00%(4)
                                                                                       0.75%          0.25%(4)       1.00%(4)
                             MFS Utilities Series.............................
                                                                                       0.75%          0.25%(4)       1.00%(4)
                             MFS World Governments Series.....................
    NEUBERGER & BERMAN       AMT Balanced Portfolio(1)........................         0.80%          0.17%         0.97%
           FUNDS             AMT Limited Maturity Bond Portfolio..............         0.60%          0.13%         0.73%
                                                                                       0.80%          0.50%         1.30%
                             AMT Partners Portfolio(2)........................
      QUEST FOR VALUE        Quest Global Equity Portfolio....................         0.75%          0.50%         1.25%
          FUNDS**            Quest Managed Portfolio..........................         0.60%          0.06%         0.66%
                                                                                       0.60%          0.14%         0.74%
                             Quest Small Cap Portfolio........................
                           <FN>
                           *   Includes 0.75% estimated Interest Expense.
                                **  The expenses for the Quest Managed, Small
                                    Cap and Global Equity Portfolios will be
                                    voluntarily limited by Quest for Value
                                    Advisors so that annualized operating fund
                                    expenses do not exceed 0.66%, 0.74%, and
                                    1.25% for the Quest Managed, Small Cap and
                                    Global Equity Portfolios, respectively,
                                    through December 31, 1995. Variations in the
                                    actual amount of average assets in any of
                                    these Portfolios during 1995 can cause
                                    significant variations in expenses expressed
                                    as a percentage of that Portfolio's average
                                    net assets. It is estimated by Quest
                                    management that by the end of 1995, the net
                                    assets of each of these Portfolios will be
                                    sufficient such that the total annual
                                    expenses of each Portfolio will, on an
                                    annualized basis, be approximately equal to,
                                    if not less than, the voluntary limits.
                                 (1) Until May 1, 1995, all of these Portfolios
                                    had a Distribution Plan ("Plan") pursuant to
                                    Rule 12b-1 which provided for the
                                    reimbursement of N&B Management for certain
                                    Trust distribution expenses up to a maximum
                                    of 0.25% on an annual basis of each
                                    Portfolio's average daily net assets. The
                                    "Total Annual Expenses" shown here for each
                                    AMT Portfolio would be increased by 0.02% if
                                    the 12b-1 fees for the months of January
                                    through April, 1995 were taken into account.
                                 (2) Other Expenses, and therefore Total Annual
                                    Expenses, have been estimated and are
                                    annualized for the Partners Portfolio.
                                 (3) A portion of the brokerage commissions the
                                    Portfolio paid was used to reduce its
                                    expenses. Without this reduction, "Total
                                    Annual Expenses" would have been 0.81% for
                                    Asset Manager Portfolio and 0.60% for
                                    Equity-Income Portfolio.
                                 (4) 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 0.62% and 1.37%,
                                    respectively, for the Total Return Series,
                                    and 0.93% and 1.68%, respectively, for the
                                    Utilities Series, based upon estimated
                                    expenses for the Series' current fiscal
                                    year. The Adviser has agreed to bear,
                                    subject to reimbursement, until December 31,
                                    2004, expenses of the World Governments
                                    Series such that the Series' aggregate
                                    operating expenses do not exceed 1.00%, on
                                    an annualized basis, of its average daily
                                    net assets. Absent this expense arrangement,
                                    "Other Expenses" and "Total Annual Expenses"
                                    for the World Governments Series would be
                                    0.63% and 1.38%, respectively.
</TABLE>

                                                                              11
<PAGE>
                    The purpose of the foregoing Table on page 11 of this
                    Prospectus is to assist the Policy Owner in understanding
                    the various costs and expenses that a Policy Owner will
                    incur, directly or indirectly. For additional information,
                    see the discussion in each Fund's prospectus.

                    GENERAL

                    There is no assurance that the investment objective of any
                    of the Funds will be met. A Policy Owner bears the complete
                    investment risk for Accumulation Values allocated to a
                    Sub-Account. Each of the Sub-Accounts involves inherent
                    investment risk, and such risk varies significantly among
                    the Sub-Accounts. Policy 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 Policies. 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.")

                    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 investment
                    objectives of the Policies, the Company may substitute
                    shares of another Fund. No substitution of securities in any
                    Sub-Account may take place without prior approval of the
                    Commission and under such requirements as it may impose.

                    VOTING RIGHTS

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

                    The number of shares which a person has a right to vote will
                    be determined as of a date to be chosen by the appropriate
                    Trust 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 Policy 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.

                    FUND PARTICIPATION AGREEMENTS

                    The Company has entered into agreements with the various
                    Trusts and their advisers or distributors under which the
                    Company makes the Funds available under the Policies and
                    performs certain administrative services. In some cases, the
                    advisers or distributors may compensate the Company
                    therefor.

12
<PAGE>
DEATH BENEFIT

                    DEATH BENEFIT OPTIONS

                    Two different Death Benefit Options are available. The
                    amount payable under either option will be determined as of
                    the date of the Insured's death.

                    Under OPTION 1 the Death Benefit will be the greater of the
                    Specified Amount (a minimum of $50,000 as of the date of
                    this Prospectus), or the applicable percentage (the
                    "Corridor Percentage") of the Accumulation Value required to
                    maintain the Policy as a "life insurance contract" for tax
                    purposes (the "Corridor Death Benefit.") The Corridor
                    Percentage is 250% through the Insured's age 40 and
                    decreases in accordance with the table at page 14 of this
                    Prospectus to 100% at the Insured's age 95. Option 1
                    provides a level Death Benefit until the Corridor Death
                    Benefit exceeds the Specified Amount.

                    Under OPTION 2 the Death Benefit will be the greater of the
                    Specified Amount (a minimum of $50,000 as of the date of
                    this Prospectus), plus the Accumulation Value, or the
                    Corridor Death Benefit. Option 2 provides a varying Death
                    Benefit which increases or decreases over time, depending on
                    the amount of premium paid and the investment performance of
                    the underlying funding options chosen.

                    Under both Option 1 and Option 2, the proceeds payable upon
                    death will be the Death Benefit, reduced by partial
                    surrenders and by the amount necessary to repay any loans in
                    full. Option 1 will be in effect unless Option 2 has been
                    elected in the application for the Policy or unless a change
                    has been allowed.

                    CHANGES IN DEATH BENEFIT OPTION

                    A Death Benefit Option change will be allowed upon the
                    Owner's written request to the Variable Products Service
                    Center in form satisfactory to the Company, subject to the
                    following conditions:

                -      The change will take effect on the Monthly Anniversary
                       Day or on the next Valuation Day following the date of
                       receipt of the request.

                -      There will be no change in the Surrender Charge, and
                       evidence of insurability may be required.

                -      No change in the Death Benefit Option may reduce the
                       Specified Amount below $50,000.

                -      For changes from Option 1 to Option 2, the new Specified
                       Amount will equal the Specified Amount less the
                       Accumulation Value at the time of the change.

                -      For changes from Option 2 to Option 1, the new Specified
                       Amount will equal the Specified Amount plus the
                       Accumulation Value at the time of the change.

                    GUARANTEED DEATH BENEFIT PROVISION

                    The Guaranteed Death Benefit Provision assures that, as long
                    as the Guaranteed Initial Death Benefit Premium is paid, the
                    Death Benefit will not be less than the Initial Specified
                    Amount during the first five Policy Years even if the
                    Surrender Value is insufficient to cover the current Monthly
                    Deductions, assuming there have been no loans or partial
                    surrenders.

                    Changes in Initial Specified Amount, partial surrenders, and
                    option changes during the first five Policy Years may affect
                    the Guaranteed Death Benefit Premium. These events and loans
                    may also affect the Policy's ability to remain in force.

                                                                              13
<PAGE>
                    PAYMENT OF DEATH BENEFIT

                    The Death Benefit under the Policy will be paid in a lump
                    sum within seven days after receipt at the Variable Products
                    Service Center of due proof of the Insured's death (a
                    certified copy of the death certificate), unless the Owner
                    or the Beneficiary has elected that it be paid under one or
                    more of the Settlement Options (See "Settlement Options").
                    Payment of the Death Benefit may be delayed if the Policy is
                    being contested.

                    While the Insured is living, the Owner may elect a
                    Settlement Option for the Beneficiary and deem it
                    irrevocable, and may revoke or change a prior election. The
                    Beneficiary may make or change an election within 90 days of
                    the death of the Insured, unless the Owner has made an
                    irrevocable election.

                    All or a part of the Death Benefit may be applied under one
                    or more of the Settlement Options, or such other options as
                    the Company may make available in the future.

                    If the Policy is assigned as collateral security, the
                    Company will pay any amount due the assignee in one lump
                    sum. Any excess Death Benefit due will be paid as elected.

                    The Death Benefit under the Policy at any point in time must
                    be at least the following "Corridor Percentage" of the
                    Accumulation Value based on the Insured's attained age:

<TABLE>
<CAPTION>
  INSURED'S      CORRIDOR        INSURED'S       CORRIDOR
ATTAINED AGE    PERCENTAGE     ATTAINED AGE     PERCENTAGE
- -------------  -------------  ---------------  -------------
<S>            <C>            <C>              <C>
    0-40              250%              70            115%
     41               243               71            113
     42               236               72            111
     43               229               73            109
     44               222               74            107
                       --                -             --
     45               215               75            105
     46               209               76            105
     47               203               77            105
     48               197               78            105
     49               191               79            105
                       --                -             --
     50               185               80            105
     51               178               81            105
     52               171               82            105
     53               164               83            105
     54               157               84            105
                       --                -             --
     55               150               85            105
     56               146               86            105
     57               142               87            105
     58               138               88            105
     59               134               89            105
                       --                -             --
     60               130               90            105
     61               128               91            104
     62               126               92            103
     63               124               93            102
     64               122               94            101
                       --                -             --
     65               120               95            100
     66               119               96            100
     67               118               97            100
     68               117               98            100
     69               116               99            100
                       --                -             --
</TABLE>

14
<PAGE>
                    CHANGES IN SPECIFIED AMOUNT

                    Changes in the Specified Amount of a Policy can be made by
                    submitting a written request to the Variable Products
                    Service Center in form satisfactory to the Company.

                    Changes in the Specified Amount are subject to the following
                    conditions:

                -      Satisfactory evidence of insurability and a supplemental
                       application may be required for an increase in the
                       Specified Amount.

                -      An increase in the Specified Amount will increase the
                       Surrender Charge.

                -      As of the date of this Prospectus, the minimum allowable
                       increase in Specified Amount is $1,000.

                -      No decrease may reduce the Specified Amount to less than
                       $50,000.

                -      No decrease may reduce the Specified Amount below the
                       minimum required to maintain the Policy's status under
                       the Code as a life insurance policy.

PREMIUM
PAYMENTS;
TRANSFERS

                    PREMIUM PAYMENTS

                    The Policies provide for flexible premium payments. Premium
                    Payments are payable in the frequency and in the amount
                    selected by the Policy Owner. The initial Premium Payment is
                    due on the Issue Date and is payable in advance. The minimum
                    payment is the amount necessary to maintain a positive
                    Surrender Value or Guaranteed Minimum Death Benefit. Each
                    subsequent Premium Payment must be at least $100. The
                    Company reserves the right to decline any application or
                    Premium Payment.

                    After the initial Premium Payment, all Premium Payments must
                    be sent directly to the Variable Products Service Center and
                    will be deemed received when actually received there.

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

                    PLANNED PREMIUMS are Premium Payments scheduled when a
                    Policy is applied for. They can be billed annually,
                    semiannually or quarterly. Pre-authorized automatic monthly
                    check payments may also be arranged.

                    ADDITIONAL PREMIUMS are any Premium Payments made ($100
                    minimum) in addition to Planned Premiums.

                    GUARANTEED INITIAL DEATH BENEFIT PREMIUM, if paid during the
                    first five Policy Years, enables the Policy to remain in
                    force regardless of investment performance, assuming no
                    surrenders or loans during that time. The Guaranteed Initial
                    Death Benefit Premium is stated in the Policy
                    Specifications. An increase in Specified Amount would
                    require a recalculation of the Guaranteed Initial Death
                    Benefit Premium. If this premium is not paid, or there are
                    partial surrenders or loans taken during the first five
                    Policy Years, the Policy will lapse during the first five
                    Policy Years if the Surrender Value is less than the next
                    Monthly Deduction, just as it would after the first five
                    Policy Years at any time the Surrender Value is less than
                    the next Monthly Deduction.

                    Payment of Planned Premiums or Additional Premiums in any
                    amount will not, except as noted above, guarantee that the
                    Policy will remain in force. Conversely, failure to pay
                    Planned Premiums or Additional Premiums will not necessarily
                    cause a Policy to lapse (See "Guaranteed Death Benefit
                    Provision").

                                                                              15
<PAGE>
                    PREMIUM INCREASES. At any time, the Owner may increase
                    Planned Premiums, or pay Additional Premiums, but:

                -      Evidence of insurability may be required if the
                       Additional Premium or the new Planned Premium during the
                       current Policy Year would increase the difference between
                       the Death Benefit and the Accumulation Value. If
                       satisfactory evidence of insurability is requested and
                       not provided, the increase in premium will be refunded
                       without interest and without participation of such
                       amounts in any underlying funding options.

                -      In no event may the total of all Premium Payments exceed
                       the then-current maximum premium limitations established
                       by federal law for a Policy to qualify as life insurance.
                       If, at any time, a Premium Payment would result in total
                       premiums exceeding such maximum premium limitation, the
                       Company will only accept that portion of the Premium
                       Payment which will make total premiums equal the maximum.
                       Any part of the premium in excess of that amount will be
                       returned or applied as otherwise agreed and no further
                       Premium Payments will be accepted until allowed by the
                       then-current maximum premium limitations prescribed by
                       law.

                -      If there is any Policy indebtedness, any additional Net
                       Premium Payments will be used first as a loan repayment
                       with any excess applied as an additional Net Premium
                       Payment.

                    ALLOCATION OF NET PREMIUM PAYMENTS

                    At the time of purchase of the Policy, the Owner must decide
                    how to allocate Net Premium Payments among the Sub-Accounts
                    and the Fixed Account. Allocation to any one Variable
                    Account Sub-Account or to the Fixed Account cannot be less
                    than 10% of the Net Premium Payment, and must be in whole
                    percentages. For each Variable Account Sub-Account, the Net
                    Premium Payments are converted into Accumulation Units. The
                    number of Accumulation Units credited to the Policy is
                    determined by dividing the Net Premium Payment allocated to
                    the Sub-Account by the value of the Accumulation Unit for
                    the Sub-Account.

                    During the right-to-examine period, the Net Premium Payment
                    will be allocated to the Fixed Account, and interest
                    credited from the Issue Date if the Premium Payment was
                    received on or before the Issue Date. The Company will
                    allocate the initial Net Premium Payment directly to the
                    Sub-Account(s) selected by the Owner within three days after
                    expiration of the right-to-examine period.

                    Unless the Company is directed otherwise by the Policy
                    Owner, subsequent Net Premium Payments will be allocated on
                    the same basis as the most recent previous Net Premium
                    Payment. Such allocation will occur as of the next Valuation
                    Period after each payment is received.

                    The allocation for future Premium Payments may be changed at
                    any time free of charge. Any new allocation will apply to
                    Premium Payments made more than one week after the Company
                    receives the notice of the new allocation. Any new
                    allocation must allocate a minimum of 10% to any single
                    funding vehicle and must be expressed in whole percents.

16
<PAGE>
                    TRANSFERS

                    Before the Insured attains age 100, values may, at any time,
                    be transferred ($500 minimum) from one Sub-Account to
                    another, or from the Variable Account to the Fixed Account.
                    Within the 30 days after each Policy Anniversary, the Owner
                    may also transfer a portion of the Fixed Account Value to
                    one or more Sub-Accounts, until the Insured attains age 100.
                    Transfers from the Fixed Account are allowed in the 30-day
                    period after a Policy Anniversary and will be effective as
                    of the next Valuation Day after a request is received in
                    good order at the Variable Products Service Center. The
                    cumulative amount of transfers from the Fixed Account within
                    any such 30-day period cannot exceed 20% of the Fixed
                    Account Value on the most recent Policy Anniversary. The
                    Company may further limit transfers from the Fixed Account
                    at any time.

                    Subject to the above restrictions, up to 12 transfers may be
                    made in any Policy Year without charge, and any value
                    remaining in the Fixed Account or a Sub-Account after a
                    transfer must be at least $500. Transfers may be made in
                    writing or by telephone unless the Policy Owner has
                    indicated in writing in the application or otherwise that
                    telephone transfers are not to be permitted. To make a
                    telephone transfer, the Policy Owner must call the Variable
                    Products Service Center and provide, as identification, his
                    or her Policy Number and a requested portion of his or her
                    Social Security number. A customer service representative
                    will then come on the line and, upon ascertaining that
                    telephone transfers are permitted for that Policy, take the
                    transfer request, which will be processed as of the next
                    close of business and confirmed the day after that. The
                    Company disclaims all liability for losses resulting from
                    unauthorized or fraudulent telephone transactions, but
                    acknowledges that if it does not follow these procedures,
                    which it believes to be reasonable, it may be liable for
                    such losses.

                    Any transfer among the Funds or to the Fixed Account will
                    result in the crediting and cancellation of Accumulation
                    Units based on the Accumulation Unit values next determined
                    after a written request is received at the Variable Products
                    Service Center. Any transfer made which causes the remaining
                    value of Accumulation Units for a Sub-Account to be less
                    than $500 will result in those remaining Accumulation Units
                    being cancelled and their aggregate value reallocated
                    proportionately among the other funding options chosen. The
                    Policy Owner should carefully consider current market
                    conditions and each Fund's investment policies and related
                    risks before allocating money to the Sub-Accounts. See pages
                    8-11 of this Prospectus.

                    DOLLAR COST AVERAGING

                    Dollar Cost Averaging is a program which, if elected,
                    enables a Policy Owner to systematically reallocate
                    specified dollar amounts from the Fixed Account to the Sub-
                    Accounts at regular intervals. By allocating on a regularly
                    scheduled basis as opposed to reallocating the total amount
                    at one particular time, a Policy Owner may be less
                    susceptible to the impact of market fluctuations.

                    Dollar Cost Averaging may be selected by establishing a
                    Fixed Account Value of at least $12,000. The minimum
                    transfer amount is $1,000. All Dollar Cost Averaging
                    transfers will be made effective the twentieth of the month
                    (or the next Valuation Day if the twentieth of the month is
                    not a Valuation Day). Election into this program may occur
                    at any time by properly completing the Dollar Cost Averaging
                    election form, returning it to the Company so it is received
                    by the tenth of the month, to be effective that month, and
                    ensuring that sufficient value is in the Fixed Account.

                    Dollar Cost Averaging will terminate when any of the
                    following occurs: (1) the number of designated transfers has
                    been completed; (2) the Fixed Account Value is insufficient

                                                                              17
<PAGE>
                    to complete the next transfer; (3) the Owner requests
                    termination in writing and such writing is received by the
                    tenth of the month in order to cancel the transfer scheduled
                    to take effect that month; or (4) the Policy is surrendered.

                    There is currently no charge for Dollar Cost Averaging, and
                    Dollar Cost Averaging transfers are not counted against the
                    twelve free transfers per Policy Year, but the Company
                    reserves the right to charge for this program. In the event
                    there are additional transfers, a transfer fee may be
                    charged. The Company does not intend to profit from any such
                    charge.

CHARGES;
FEES

                    PREMIUM LOAD

                    A deduction of 3.5% of each Premium Payment will be made to
                    cover the premium load. This load represents state taxes and
                    federal income tax liabilities.

                    MONTHLY DEDUCTIONS

                    A Monthly Deduction is made from the Net Accumulation Value
                    for administrative expenses. The monthly administrative fee
                    is $15 during the first Policy Year and, currently, $5
                    during subsequent Policy Years. This charge is for items
                    such as premium billing and collection, policy value
                    calculation, confirmations and periodic reports and will not
                    exceed the Company's costs. For subsequent Policy Years,
                    this monthly fee will never exceed $10.

                    A Monthly Deduction is also made from the Net Accumulation
                    Value for the Cost of Insurance and any charges for
                    supplemental riders. The Cost of Insurance depends on the
                    attained age, risk class and gender classification (in
                    accordance with state law) of the Insured and the current
                    Net Amount at Risk.

                    The Cost of Insurance is determined by dividing the Death
                    Benefit at the previous Monthly Anniversary Day by
                    1.0032737, subtracting the Accumulation Value at the
                    previous Monthly Anniversary Day, and multiplying the result
                    (the Net Amount at Risk) by the applicable Cost of Insurance
                    Rate as determined by the Company. The Guaranteed Maximum
                    Cost of Insurance Rates, per $1,000 of Net Amount at Risk,
                    for standard risks are set forth in the following Table
                    based on the 1980 Commissioners Standard Ordinary Mortality
                    Tables, Age Nearest Birthday (1980 CSO); or, for unisex
                    rates, on the 1980 CSO-B Table.
<TABLE>
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
     0         0.34845    0.24089    0.32677
     1         0.08917    0.07251    0.08667
     2         0.08251    0.06750    0.07917
     3         0.08167    0.06584    0.07834
     4         0.07917    0.06417    0.07584
     5         0.07501    0.06334    0.07251
     6         0.07167    0.06084    0.06917
     7         0.06667    0.06000    0.06584
     8         0.06334    0.05834    0.06250
     9         0.06167    0.05750    0.06084
    10         0.06084    0.05667    0.06000
    11         0.06417    0.05750    0.06250
    12         0.07084    0.06000    0.06917
    13         0.08251    0.06250    0.07834
    14         0.09584    0.06887    0.09001

<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
    15         0.11085    0.07084    0.10334
    16         0.12585    0.07601    0.11585
    17         0.13919    0.07917    0.12752
    18         0.14836    0.08167    0.13502
    19         0.15502    0.08501    0.14085
    20         0.15836    0.08751    0.14502
    21         0.15919    0.08917    0.14585
    22         0.15752    0.09084    0.14419
    23         0.15502    0.09251    0.14252
    24         0.15189    0.09501    0.14085
    25         0.14752    0.09668    0.13752
    26         0.11419    0.09918    0.13585
    27         0.14252    0.10168    0.13418
    28         0.14169    0.10501    0.13418
    29         0.14252    0.10635    0.13585
</TABLE>

18
<PAGE>
<TABLE>
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
    30         0.14419    0.11251    0.13752
<S>          <C>        <C>        <C>
    31         0.14836    0.11668    0.14169
    32         0.15252    0.12085    0.14585
    33         0.15919    0.12502    0.15252
    34         0.16889    0.13168    0.15919
    35         0.17586    0.13752    0.16836
    36         0.18670    0.14669    0.17837
    37         0.20004    0.15752    0.19170
    38         0.21505    0.17003    0.20588
    39         0.23255    0.18503    0.22338
    40         0.25173    0.20171    0.24173
    41         0.27424    0.22005    0.26340
    42         0.29675    0.23922    0.28508
    43         0.32260    0.25757    0.31010
    44         0.34929    0.27674    0.33428
    45         0.37931    0.29675    0.36263
    46         0.41017    0.31677    0.39182
    47         0.44353    0.33761    0.42268
    48         0.47856    0.36096    0.45437
    49         0.51777    0.38598    0.49107
    50         0.55948    0.41350    0.53028
    51         0.60870    0.44270    0.57533
    52         0.66377    0.47523    0.62539
    53         0.72636    0.51276    0.68297
    54         0.79730    0.55114    0.74722
    55         0.87326    0.59118    0.81566
    56         0.95591    0.63123    0.88996
    57         1.04192    0.66961    0.96593
    58         1.13378    0.70633    1.04609
    59         1.23236    0.74556    1.13211
    60         1.34180    0.78979    1.22817
    61         1.46381    0.84488    1.33511
    62         1.60173    0.91417    1.45796
    63         1.75809    1.00267    1.59922
    64         1.93206    1.10539    1.75725
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
    65         2.12283    1.21731    1.92955
    66         2.32623    1.33511    2.11195
    67         2.54312    1.45461    2.30614
    68         2.77350    1.57247    2.50878
    69         3.02328    1.69955    2.72909
    70         3.30338    1.84590    2.97466
    71         3.62140    2.02325    3.25640
    72         3.98666    2.24419    3.58279
    73         4.40599    2.51548    3.95978
    74         4.87280    2.83552    4.38330
    75         5.37793    3.19685    4.84334
    76         5.91225    3.59370    5.33245
    77         6.46824    4.01942    5.84227
    78         7.04089    4.47410    6.36948
    79         7.64551    4.97042    6.92851
    80         8.30507    5.52957    7.54229
    81         9.03761    6.17118    8.22883
    82         9.86724    6.91414    9.01216
    83        10.80381    7.77075    9.90124
    84        11.82571    8.72632   10.87533
    85        12.91039    9.76952   11.92213
    86        14.03509   10.89151   13.01471
    87        15.18978   12.08770   14.15507
    88        16.36948   13.35774   15.33494
    89        17.57781   14.70820   16.56493
    90        18.82881   16.15259   17.85746
    91        20.14619   17.71416   19.23699
    92        21.57655   19.43814   20.76665
    93        23.20196   21.40786   22.49837
    94        25.28174   23.63051   24.70915
    95        28.27411   27.16158   27.82758
    96        33.10577   32.32378   32.78845
    97        41.68476   41.21204   41.45783
    98        58.01259   57.81394   57.95663
    99        90.90909   90.90909   90.90909
</TABLE>

                    These Monthly Deductions are deducted proportionately from
                    the value of each funding option. This is accomplished for
                    the Sub-Accounts by canceling Accumulation Units and
                    withdrawing the value of the canceled Accumulation Units
                    from each funding option in the same proportion as their
                    respective values have to the Net Accumulation Value. The
                    Monthly Deductions are made on the Monthly Anniversary Day.

                    If the Insured is still living at age 100 and the Policy has
                    not been surrendered, no further Monthly Deductions are
                    taken and any Variable Account Value is transferred to the
                    Fixed Account. The Policy will then remain in force until
                    surrender or the Insured's death.

                    TRANSACTION FEE FOR EXCESS TRANSFERS

                    There will be a $25 transaction fee for each transfer
                    between funding options in excess of 12 during any Policy
                    Year.

                    MORTALITY AND EXPENSE RISK CHARGE

                    For mortality and expense risks, a daily deduction,
                    currently equivalent to .45% per year during the first ten
                    Policy Years and .25% per year thereafter, is made from
                    amounts held in the Variable Account. This deduction is
                    guaranteed not to exceed .90% per year.

                                                                              19
<PAGE>
                    SURRENDER CHARGE

                    Upon surrender of a Policy, a surrender charge may apply, as
                    described below. This charge is in part a deferred sales
                    charge and in part a recovery of certain first year
                    administrative costs.

                    The initial Surrender Charge, as specified in the Policy, is
                    based on the Initial Specified Amount and the amount of
                    Premium Payments during the first two Policy Years. Once
                    determined, the Surrender Charge will remain the same dollar
                    amount during the third through fifth Policy Years.
                    Thereafter, it declines monthly at a rate of 20% per year so
                    that after the end of the tenth Policy Year (assuming no
                    increases in the Specified Amount) the Surrender Charge will
                    be zero. Thus, the Surrender Charge at the end of the sixth
                    Policy Year would be 80% of the Surrender Charge at the end
                    of the fifth Policy Year, at the end of the seventh Policy
                    Year would be 60% of the Surrender Charge at the end of the
                    fifth Policy Year, and so forth. However, in no event will
                    the Surrender Charge exceed the maximum allowed by state or
                    federal law.

                    If the Specified Amount is increased, a new Surrender Charge
                    will be applicable, in addition to any existing Surrender
                    Charge. The Surrender Charge applicable to the increase will
                    be equal to the Surrender Charge on a new policy whose
                    Specified Amount equals the amount of the increase. As of
                    the date of this Prospectus, the minimum allowable increase
                    in Specified Amount is $1,000. The Company may change this
                    at any time.

                    If the Specified Amount is decreased while the Surrender
                    Charge applies, the Surrender Charge will remain the same.

                    No Surrender Charge is imposed on a partial surrender, but
                    an administrative fee of $25 is imposed, allocated pro-rata
                    among the Sub-Accounts (and, where applicable, the Fixed
                    Account) from which the partial surrender proceeds are taken
                    unless the Owner instructs the Company otherwise.

                    The portion of the Surrender Charge applied to reimburse the
                    Company for sales and promotional expense is at most 30% of
                    the sum of Premium Payments in the first two Policy Years up
                    to one Guideline Annual Premium, plus 10% of Premium
                    Payments in the first two Policy Years between one and two
                    times one Guideline Annual Premium plus 9% of Premium
                    Payments in the first two Policy Years in excess of two
                    times one Guideline Annual Premium. The portion applicable
                    to administrative expense is $6.00 per $1,000 of Initial
                    Specified Amount. Under certain circumstances involving the
                    payment of very large premiums during the first two Policy
                    Years, a lesser portion of the Surrender Charge will be
                    applied to reimburse the Company for sales and promotional
                    expense, to the extent required by federal or state law. Any
                    surrenders may result in tax implications. See "Tax
                    Matters".

                    Based on its actuarial determination, the Company does not
                    anticipate that the Surrender Charge will cover all sales
                    and administrative expenses which the Company will incur in
                    connection with the Policy. Any such shortfall, including
                    but not limited to payment of sales and distribution
                    expenses, would be available for recovery from the General
                    Account of the Company, which supports insurance and annuity
                    obligations.

POLICY VALUES

                    ACCUMULATION VALUE

                    Once a Policy has been issued, each Net Premium Payment
                    allocated to a Sub-Account of the Variable Account is
                    credited in the form of Accumulation Units, representing the
                    Fund in which assets of that Sub-Account are invested. Each
                    Net Premium Payment will

20
<PAGE>
                    be credited to the Policy as of the end of the Valuation
                    Period in which it is received at the Variable Products
                    Service Center (or portion thereof allocated to a particular
                    Sub-Account). The number of Accumulation Units credited is
                    determined by dividing the Net Premium Payment by the value
                    of an Accumulation Unit next computed after receipt. Since
                    each Sub-Account has a unique Accumulation Unit value, a
                    Policy Owner who has elected a combination of funding
                    options will have Accumulation Units credited from more than
                    one source.

                    The Accumulation Value of a Policy is determined by: (a)
                    multiplying the total number of Accumulation Units credited
                    to the Policy for each applicable Sub-Account by its
                    appropriate current Accumulation Unit value; (b) if a
                    combination of Sub-Accounts is elected, totaling the
                    resulting values; and (c) adding any values attributable to
                    the General Account (i.e., the Fixed Account Value and the
                    Loan Account Value).

                    The number of Accumulation Units credited to a Policy will
                    not be changed by any subsequent change in the value of an
                    Accumulation Unit. Such value may vary from Valuation Period
                    to Valuation Period to reflect the investment experience of
                    the Fund used in a particular Sub-Account.

                    The Fixed Account Value reflects amounts allocated to the
                    General Account through payment of premiums or transfers
                    from the Variable Account. The Fixed Account Value is
                    guaranteed; however, there is no assurance that the Variable
                    Account Value of the Policy will equal or exceed the Net
                    Premium Payments allocated to the Variable Account.

                    Each Policy Owner will be advised at least annually as to
                    the number of Accumulation Units which remain credited to
                    the Policy, the current Accumulation Unit values, the
                    Variable Account Value, the Fixed Account Value and the Loan
                    Account Value.

                    Accumulation Value will be affected by Monthly Deductions.

                    VARIABLE ACCUMULATION UNIT VALUE

                    The value of a Variable Accumulation Unit for any Valuation
                    Period is determined by multiplying the value of that
                    Variable Accumulation Unit for the immediately preceding
                    Valuation Period by the Net Investment Factor for the
                    current period for the appropriate Sub-Account. The Net
                    Investment Factor is determined separately for each
                    Sub-Account by dividing (a) by (b) and subtracting (c) from
                    the results where (a) equals the net asset value per share
                    of the Fund held in the Sub-Account at the end of a
                    Valuation Period plus the per share amount of any
                    distribution declared by the Fund if the "ex-dividend" date
                    is during the Valuation Period plus or minus taxes or
                    provisions for taxes, if any, attributable to the operation
                    of the Sub-Account during the Valuation Period; (b) equals
                    the net asset value per share of the Fund held in the
                    Sub-Account at the beginning of that Valuation Period, and
                    (c) is the daily charge for mortality and expense risk
                    multiplied by the number of days in the Valuation Period.

                    SURRENDER VALUE

                    The Surrender Value of a Policy is the amount the Owner can
                    receive in cash by surrendering the Policy. All or part of
                    the Surrender Value may be applied to one or more of the
                    Settlement Options. See "Surrender Charge".

                                                                              21
<PAGE>
SURRENDERS

                    PARTIAL SURRENDERS

                    A partial surrender may be made at any time by written
                    request to the Variable Products Service Center during the
                    lifetime of the Insured and while the Policy is in force.
                    Such request may also be made by telephone if telephone
                    transfers have been previously authorized in writing. A $25
                    transaction fee is charged.

                    The amount of a partial surrender may not exceed 90% of the
                    Surrender Value at the end of the Valuation Period in which
                    the election becomes or would become effective, and may not
                    be less than $500.

                    For an Option 1 Policy (See "Death Benefit"): A partial
                    surrender will reduce the Accumulation Value, Death Benefit,
                    and Specified Amount. The Specified Amount and Accumulation
                    Value will be reduced by equal amounts and will reduce any
                    past increases in the reverse order in which they occurred.

                    For an Option 2 Policy (See "Death Benefit"): A partial
                    surrender will reduce the Accumulation Value and the Death
                    Benefit, but it will not reduce the Specified Amount.

                    The Specified Amount remaining in force after a partial
                    surrender may not be less than $50,000. Any request for a
                    partial surrender that would reduce the Specified Amount
                    below this amount will not be granted. In addition, if,
                    following the partial surrender and the corresponding
                    decrease in the Specified Amount, the Policy would not
                    comply with the maximum premium limitations required by
                    federal tax law, the decrease may be limited to the extent
                    necessary to meet the federal tax law requirements.

                    If, at the time of a partial surrender, the Net Accumulation
                    Value is attributable to more than one funding option, the
                    $25 transaction charge and the amount paid upon the
                    surrender will be taken proportionately from the values in
                    each funding option, unless the Policy Owner and the Company
                    agree otherwise.

                    FULL SURRENDERS

                    A full surrender may be made at any time. The Company will
                    pay the Surrender Value next computed after receiving the
                    Owner's written request at the Variable Products Service
                    Center in a form satisfactory to the Company. Payment of any
                    amount from the Variable Account on a full surrender will
                    usually be made within seven calendar days thereafter.

                    DEFERRAL OF PAYMENT

                    Payment of the surrendered amount from the Variable Account
                    may be postponed when the New York Stock Exchange is closed
                    and for such other periods as the Commission may require.
                    Payment from the Fixed Account may be deferred up to six
                    months at the Company's option. If the Company exercises its
                    right to defer such payments interest will be added as
                    required by law.

LAPSE AND
REINSTATEMENT

                    LAPSE OF A POLICY; EFFECT OF GUARANTEED DEATH BENEFIT
                    PROVISION

                    A Policy will not lapse during the five-year period after
                    its Issue Date regardless of investment performance if, on
                    each Monthly Anniversary Day within that period the sum of
                    premiums paid equals or exceeds the required amount of the
                    Guaranteed Initial Death

22
<PAGE>
                    Benefit Premium for that period, assuming there have been no
                    loans or partial surrenders. If there have been any loans or
                    partial surrenders, the Policy may lapse unless there is
                    sufficient Surrender Value to cover the Monthly Deduction.

                    After the five-year period expires, and depending on the
                    investment performance of the funding options, the
                    Accumulation Value may be insufficient to keep this Policy
                    in force, and payment of an additional premium may be
                    necessary.

                    A lapse occurs if a Monthly Deduction is greater than the
                    Surrender Value and no payment to cover the Monthly
                    Deduction is made within the Grace Period. The Company will
                    send the Owner a lapse notice at least 31 days before the
                    Grace Period expires.

                    REINSTATEMENT OF A LAPSED POLICY

                    The Owner can apply for reinstatement at any time during the
                    Insured's lifetime. To reinstate a Policy, the Company will
                    require satisfactory evidence of insurability and an amount
                    sufficient to pay for the current Monthly Deduction plus two
                    additional Monthly Deductions.

                    If the Policy is reinstated within five years of the Issue
                    Date, all values including the Loan Account Value will be
                    reinstated to the point they were on the date of lapse.
                    However, the Guaranteed Initial Death Benefit Option will
                    not be reinstated.

                    If the Policy is reinstated after five years following the
                    Issue Date, it will be reinstated on the Monthly Anniversary
                    Day following the Company approval. The Accumulation Value
                    at reinstatement will be the Net Premium Payment then made
                    less the Monthly Deduction due that day.

                    If the Surrender Value is not sufficient to cover the full
                    Surrender Charge at the time of lapse, the remaining portion
                    of the Surrender Charge will also be reinstated at the time
                    of Policy reinstatement.

POLICY LOANS

                    A Policy loan requires that a loan agreement be executed and
                    that the Policy be assigned to the Company. The loan may be
                    for any amount up to 100% of the Surrender Value; however,
                    the Company may limit the amount of such loan so that total
                    Policy indebtedness will not exceed 90% of an amount equal
                    to the Accumulation Value less the Surrender Charge which
                    would be imposed on a full surrender. The amount of a loan,
                    together with subsequent accrued but not paid interest on
                    the loan, becomes part of the Loan Account Value. If Policy
                    values are held in more than one funding option, withdrawals
                    from each funding option will be made in proportion to the
                    assets in each funding option at the time of the loan for
                    transfer to the Loan Account, unless the Company is
                    instructed otherwise in writing at the Variable Products
                    Service Center.

                    Interest on loans will accrue at an annual rate of 8%, and
                    net loan interest (interest charged less interest credited
                    as described below) is payable once a year in arrears on
                    each anniversary of the loan, or earlier upon full surrender
                    or other payment of proceeds of a Policy. Any interest not
                    paid when due becomes part of the loan and the net interest
                    will be withdrawn proportionately from the values in each
                    funding option.

                    The Company will credit interest on the Loan Account Value.
                    During the first ten Policy Years, the Company's current
                    practice is that interest will be credited at an annual rate
                    equal to the interest rate charged on the loan minus 1%
                    (guaranteed not to exceed 2%). Beginning with the eleventh
                    Policy Year, the Company's current practice is that interest

                                                                              23
<PAGE>
                    will be credited at an annual rate equal to the interest
                    rate charged on the loan, less .25% annually (guaranteed not
                    to exceed 1%). In no case will the annual credited interest
                    rate be less than 6% in each of the first ten Policy Years
                    and 7% thereafter.

                    Repayments on the loan will be allocated among the funding
                    options according to current Net Premium Payment
                    allocations. The Loan Account Value will be reduced by the
                    amount of any loan repayment.

                    A Policy loan, whether or not repaid, will affect the
                    proceeds payable upon the Insured's death and the
                    Accumulation Value because the investment results of the
                    Variable Account or the Fixed Account will apply only to the
                    non-loaned portion of the Accumulation Value. The longer a
                    loan is outstanding, the greater the effect is likely to be.
                    Depending on the investment results of the Variable Account
                    or the Fixed Account while the loan is outstanding, the
                    effect could be favorable or unfavorable.

SETTLEMENT OPTIONS

                    Proceeds in the form of Settlement Options are payable by
                    the Company at the Beneficiary's election upon the Insured's
                    death, or while the Insured is alive upon election by the
                    Owner of one of the Settlement Options.

                    A written request may be made to elect, change, or revoke a
                    Settlement Option before payments begin under any Settlement
                    Option. This request must be in form satisfactory to the
                    Company, and will take effect upon its receipt at the
                    Variable Products Service Center. Payments after the first
                    payment will be made on the first day of each month.

                    FIRST OPTION -- Payments for the lifetime of the payee.

                    SECOND OPTION -- Payments for the lifetime of the payee,
                    guaranteed for 60, 120, 180, or 240 months;

                    THIRD OPTION -- Payment for a stated number of years, at
                    least five but no more than thirty;

                    FOURTH OPTION -- Payment of interest annually on the sum
                    left with the Company at a rate of at least 3% per year, and
                    upon the payee's death the amount on deposit will be paid.

                    ADDITIONAL OPTIONS -- Policy proceeds may also be settled
                    under any other method of settlement offered by the Company
                    at the time the request is made.

OTHER POLICY PROVISIONS

                    ISSUANCE

                    A Policy may only be issued upon receipt of satisfactory
                    evidence of insurability, and generally only where the
                    Insured is below the age of 80.

                    SHORT-TERM RIGHT TO CANCEL THE POLICY

                    A Policy may be returned for cancellation and a full refund
                    of premium within 10 days after the Policy is received,
                    unless otherwise stipulated by state law requirements, or
                    within 45 days after the application for the Policy is
                    signed, whichever occurs latest. The Initial Premium Payment
                    made when the Policy is issued will be held in the Fixed
                    Account and not allocated to the Variable Account even if
                    the Policy Owner may have so directed until three business
                    days following the expiration of the right-to-examine
                    period. If the Policy is returned for cancellation in a
                    timely fashion, the refund of

24
<PAGE>
                    premiums paid, without interest, will usually occur within
                    seven days of notice of cancellation, although a refund of
                    premiums paid by check may be delayed until the check
                    clears.

                    POLICY OWNER

                    While the Insured is living, all rights in this Policy are
                    vested in the Policy Owner named in the application or as
                    subsequently changed, subject to assignment, if any.

                    The Policy Owner may name a new Policy Owner while the
                    Insured is living. Any such change in ownership must be in a
                    written form satisfactory to the Company and recorded at the
                    Variable Products Service Center. Once recorded, the change
                    will be effective as of the date signed; however, the change
                    will not affect any payment made or action taken by the
                    Company before it was recorded. The Company may require that
                    the Policy be submitted for endorsement before making a
                    change.

                    If the Policy Owner is other than the Insured, names no
                    contingent Policy Owner and dies before the Insured, the
                    Policy Owner's rights in this Policy belong to the Policy
                    Owner's estate.

                    BENEFICIARY

                    The Beneficiary(ies) shall be as named in the application or
                    as subsequently changed, subject to assignment, if any.

                    The Policy Owner may name a new Beneficiary while the
                    Insured is living. Any change must be in a written form
                    satisfactory to the Company and recorded at the Variable
                    Products Service Center. Once recorded, the change will be
                    effective as of the date signed; however, the change will
                    not affect any payment made or action taken by the Company
                    before it was recorded.

                    If any Beneficiary predeceases the Insured, that
                    Beneficiary's interest passes to any surviving
                    Beneficiary(ies), unless otherwise provided. Multiple
                    Beneficiaries will be paid in equal shares, unless otherwise
                    provided. If no named Beneficiary survives the Insured, the
                    death proceeds shall be paid to the Policy Owner or the
                    Policy Owner's executor(s), administrator(s) or assigns.

                    ASSIGNMENT

                    While the Insured is living, the Policy Owner may assign his
                    or her rights in the Policy. The assignment must be in
                    writing, signed by the Policy Owner and recorded at the
                    Variable Products Service Center. No assignment will affect
                    any payment made or action taken by the Company before it
                    was recorded. The Company is not responsible for any
                    assignment not submitted for recording, nor is the Company
                    responsible for the sufficiency or validity of any
                    assignment. The assignment will be subject to any
                    indebtedness owed to the Company before it was recorded.

                    RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

                    The Policy Owner may, within the first two Policy Years,
                    exchange the Policy for a permanent life insurance policy
                    then being offered by the Company. The benefits for the new
                    policy will not vary with the investment experience of a
                    separate account. The exchange must be elected within 24
                    months from the Issue Date. No evidence of insurability will
                    be required.

                    The Policy Owner, the Insured and the Beneficiary under the
                    new policy will be the same as those under the exchanged
                    Policy on the effective date of the exchange. The

                                                                              25
<PAGE>
                    new policy will have a Death Benefit on the exchange date
                    not more than the Death Benefit of the original Policy
                    immediately prior to the exchange date. The new policy will
                    have the same Issue Date and Issue Age as the original
                    Policy. The initial Specified Amount and any increases in
                    Specified Amount will have the same rate class as those of
                    the original Policy. Any indebtedness may be transferred to
                    the new policy.

                    The exchange may be subject to an equitable adjustment in
                    rates and values to reflect variances, if any, in the rates
                    and values between the two Policies. After adjustment, if
                    any excess is owed the Policy Owner, the Company will pay
                    the excess to the Policy Owner in cash. The exchange may be
                    subject to federal income tax withholding.

                    INCONTESTABILITY

                    The Company will not contest payment of the death proceeds
                    based on the Initial Specified Amount after the Policy has
                    been in force during the Insured's lifetime for two years
                    from the Issue Date. For any increase in Specified Amount
                    requiring evidence of insurability, the Company will not
                    contest payment of the death proceeds based on such an
                    increase after it has been in force during the Insured's
                    lifetime for two years from its effective date.

                    MISSTATEMENT OF AGE OR SEX

                    If the age or sex of the Insured has been misstated, the
                    affected benefits will be adjusted. The amount of the Death
                    Benefit will be 1. multiplied by 2. and then the result
                    added to 3. where:
                    1. is the Net Amount at Risk at the time of the Insured's
                       death;
                    2. is the ratio of the monthly cost of insurance applied in
                       the policy month of death to the monthly cost of
                       insurance that should have been applied at the true age
                       and sex in the policy month of death; and
                    3. is the Accumulation Value at the time of the Insured's
                       death.

                    SUICIDE

                    If the Insured dies by suicide, while sane or insane, within
                    two years from the Issue Date, the Company will pay no more
                    than the sum of the premiums paid, less any indebtedness. If
                    the Insured dies by suicide, while sane or insane, within
                    two years from the date an application is accepted for an
                    increase in the Specified Amount, the Company will pay no
                    more than a refund of the monthly charges for the cost of
                    such additional benefit.

                    NONPARTICIPATING POLICIES

                    These are nonparticipating Policies on which no dividends
                    are payable. These Policies do not share in the profits or
                    surplus earnings of the Company.

TAX MATTERS

                    POLICY PROCEEDS

                    Section 7702 of the Code provides that if certain tests are
                    met, a Policy will be treated as a life insurance policy for
                    federal tax purposes. The Company will monitor compliance
                    with these tests. The Policy should thus receive the same
                    federal income tax treatment as fixed benefit life
                    insurance. As a result, the death proceeds payable under a
                    Policy are excludable from gross income of the Beneficiary
                    under Section 101 of the Code.

26
<PAGE>
                    Section 7702A of the Code defines modified endowment
                    contracts as those policies issued or materially changed on
                    or after June 21, 1988 on which the total premiums paid
                    during the first seven years exceed the amount that would
                    have been paid if the policy provided for paid up benefits
                    after seven level annual premiums. The Code provides for
                    taxation of surrenders, partial surrenders, loans,
                    collateral assignments and other pre-death distributions
                    from modified endowment contracts in the same way annuities
                    are taxed. Modified endowment contract distributions are
                    defined by the Code as amounts not received as an annuity
                    and are taxable to the extent the cash value of the policy
                    exceeds, at the time of distribution, the premiums paid into
                    the policy. A 10% tax penalty generally applies to the
                    taxable portion of such distributions unless the Policy
                    Owner is over age 59 1/2 or disabled.

                    It may not be advantageous to replace existing insurance
                    with Policies described in this Prospectus. It may also be
                    disadvantageous to purchase a Policy to obtain additional
                    insurance protection if the purchaser already owns another
                    variable life insurance policy.

                    The Policies offered by this Prospectus may or may not be
                    issued as modified endowment contracts. The Company will
                    monitor premiums paid and will notify the Policy Owner when
                    the Policy's non-modified endowment contract status is in
                    jeopardy. If a Policy is not a modified endowment contract,
                    a cash distribution during the first 15 years after a policy
                    is issued which causes a reduction in death benefits may
                    still become fully or partially taxable to the Owner
                    pursuant to Section 7702(f)(7) of the Code. The Policy Owner
                    should carefully consider this potential effect and seek
                    further information before initiating any changes in the
                    terms of the Policy. Under certain conditions, a Policy may
                    become a modified endowment contract as a result of a
                    material change or a reduction in benefits as defined by
                    Section 7702A(c) of the Code.

                    In addition to meeting the tests required under Section 7702
                    and Section 7702A, Section 817(h) of the Code requires that
                    the investments of separate accounts such as the Variable
                    Account be adequately diversified. Regulations issued by the
                    Secretary of the Treasury set the standards for measuring
                    the adequacy of this diversification. A variable life
                    insurance policy not adequately diversified under these
                    regulations would not be treated as life insurance under
                    Section 7702 of the Code. To be adequately diversified, each
                    Sub-Account of the Variable Account must meet certain tests.
                    The Company believes the Variable Account investments meet
                    the applicable diversification standards.

                    Should the Secretary of the Treasury issue additional rules
                    or regulations limiting the number of funds, transfers
                    between funds, exchanges of funds or changes in investment
                    objectives of funds such that the Policy would no longer
                    qualify as life insurance under Section 7702 of the Code,
                    the Company will take whatever steps are available to remain
                    in compliance.

                    The Company will monitor compliance with these regulations
                    and, to the extent necessary, will change the objectives or
                    assets of the Sub-Account investments to remain in
                    compliance.

                    A total surrender or termination of the Policy by lapse may
                    have adverse tax consequences. If the amount received by the
                    Policy Owner plus total Policy indebtedness exceeds the
                    premiums paid into the Policy, the excess will generally be
                    treated as taxable income, regardless of whether or not the
                    Policy is a modified endowment contract.

                    Federal estate and state and local estate, inheritance and
                    other tax consequences of ownership or receipt of Policy
                    proceeds depend on the circumstances of each Policy Owner or
                    Beneficiary.

                                                                              27
<PAGE>
                    TAXATION OF THE COMPANY

                    The Company is taxed as a life insurance company under the
                    Code. Since the Variable Account is not a separate entity
                    from the Company and its operations form a part of the
                    Company, it will not be taxed separately as a "regulated
                    investment company" under Sub-chapter M of the Code.
                    Investment income and realized capital gains on the assets
                    of the Variable Account are reinvested and taken into
                    account in determining the value of Accumulation Units.

                    The Company does not initially expect to incur any Federal
                    income tax liability that would be chargeable to the
                    Variable Account. Based upon these expectations, no charge
                    is currently being made against the Variable Account for
                    federal income taxes. If, however, the Company determines
                    that on a separate company basis such taxes may be incurred,
                    it reserves the right to assess a charge for such taxes
                    against the Variable Account.

                    The Company may also incur state and local taxes in addition
                    to premium taxes in several states. At present, these taxes
                    are not significant. If they increase, however, additional
                    charges for such taxes may be made.

                    SECTION 848 CHARGES

                    The 3.5% premium load is assessed to cover state taxes and
                    federal income tax liabilities incurred by the Company. This
                    load is made up of 2.35% for state taxes and 1.15% for the
                    additional federal income tax burden under Section 848 of
                    the Code relating to the tax treatment of deferred
                    acquisition costs. The 1.15% charge for federal income tax
                    liabilities is reasonable in relation to the Company's
                    increased taxes under this Section of the Code.

                    OTHER CONSIDERATIONS

                    The foregoing discussion is general and is not intended as
                    tax advice. Counsel and other competent advisers should be
                    consulted for more complete information. This discussion is
                    based on the Company's understanding of Federal income tax
                    laws as they are currently interpreted by the Internal
                    Revenue Service. No representation is made as to the
                    likelihood of continuation of these current laws and
                    interpretations.

OTHER MATTERS

                    DIRECTORS AND OFFICERS OF THE COMPANY

                    The following persons are Directors and officers of the
                    Company. The address of each is 900 Cottage Grove Road,
                    Hartford, CT 06152 and each has been employed by the Company
                    for more than five years except Dr. Schaffer. Prior to May
                    1993, Dr. Schaffer was Vice President, Professional Affairs,
                    Aetna Health Plans, Aetna Life & Casualty and until 1990 was
                    Vice President, Quality Management, Humana, Inc.

<TABLE>
<CAPTION>
                                       POSITIONS AND OFFICES
       NAME AND ADDRESS                  WITH THE COMPANY
- ------------------------------  -----------------------------------
<S>                             <C>
Thomas C. Jones                 President
                                (Principal Executive Officer)
James T. Kohan                  Vice President and Actuary
                                (Principal Financial Officer)
Robert Moose                    Vice President
                                (Principal Accounting Officer)
David C. Kopp                   Corporate Secretary
</TABLE>

28
<PAGE>
<TABLE>
<CAPTION>
                                       POSITIONS AND OFFICES
       NAME AND ADDRESS                  WITH THE COMPANY
- ------------------------------  -----------------------------------
<S>                             <C>
Kathy L. Hopkins                Secretary
Stephen C. Stachelek            Treasurer
Harold W. Albert                Director
Martin A. Brennan               Director and Senior Vice President
Robert W. Burgess               Director
John G. Day                     Director and Chief Counsel
R. Chris Doerr                  Director, Senior Vice President and
                                Chief Financial Officer
Lawrence P. English             Director and Chairman of the Board
Joseph M. Fitzgerald            Director and Senior Vice President
Arthur C. Reeds, III            Director and Senior Vice President
W. Allen Schaffer, M.D.         Director and Senior Vice President
</TABLE>

                    DISTRIBUTION OF POLICIES

                    The Policies will be sold by licensed insurance agents in
                    those states where the Policies 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 Policies will be distributed by the
                    Company's principal underwriter, CIGNA Financial Advisors,
                    Inc. ("CFA"), whose address is the same as the Company's.
                    CFA is a Connecticut corporation organized in 1967, and is
                    the principal underwriter for the Company's other registered
                    separate accounts.

                    Gross first year commissions paid by the Company, including
                    expense reimbursement allowances, on the sale of these
                    Policies are not more than 12.6% of Premium Payments. Gross
                    renewal commissions paid by the Company will not exceed 5.4%
                    of Premium Payments, and will not be paid after the tenth
                    Policy Year.

                    CHANGES OF INVESTMENT POLICY

                    The Company may materially change the investment policy of
                    the Variable Account. The Company must inform the Policy
                    Owners and obtain all necessary regulatory approvals. Any
                    change must be submitted to the various state insurance
                    departments which shall disapprove it if deemed detrimental
                    to the interests of the Policy Owners or if it renders the
                    Company's operations hazardous to the public. If a Policy
                    Owner objects, the Policy may be converted to a
                    substantially comparable fixed benefit life insurance policy
                    offered by the Company on the life of the Insured. The
                    Policy Owner has the later of 60 days (6 months in
                    Pennsylvania) from the date of the investment policy change
                    or 60 days (6 months in Pennsylvania) from being informed of
                    such change to make this conversion. The Company will not
                    require evidence of insurability for this conversion.

                    The new policy will not be affected by the investment
                    experience of any separate account. The new policy will be
                    for an amount of insurance not exceeding the Death Benefit
                    of the Policy converted on the date of such conversion.

                    OTHER CONTRACTS ISSUED BY THE COMPANY

                    The Company does presently and will, from time to time,
                    offer other variable annuity contracts and variable life
                    insurance policies with benefits which vary in accordance
                    with the investment experience of a separate account of the
                    Company.

                                                                              29
<PAGE>
                    STATE REGULATION

                    The Company is subject to the laws of Connecticut governing
                    insurance companies and to regulation by the Connecticut
                    Insurance Department. An annual statement in a prescribed
                    form is filed with the Insurance Department each year
                    covering the operation of the Company for the preceding year
                    and its financial condition as of the end of such year.
                    Regulation by the Insurance Department includes periodic
                    examination to determine the Company's contract liabilities
                    and reserves so that the Insurance Department may certify
                    the items are correct. The Company's books and accounts are
                    subject to review by the Insurance Department at all times
                    and a full examination of its operations is conducted
                    periodically by the Insurance Department. Such regulation
                    does not, however, involve any supervision of management or
                    investment practices or policies.

                    REPORTS TO POLICY OWNERS

                    The Company maintains Policy records and will mail to each
                    Policy Owner, at the last known address of record, an annual
                    statement showing the amount of the current death benefit,
                    the Accumulation Value, and Surrender Value, premiums paid
                    and monthly charges deducted since the last report, the
                    amounts invested in the Fixed Account and in the Variable
                    Account and in each Sub-Account of the Variable Account, and
                    any Loan Account Value.

                    Policy Owners will also be sent annual and semi-annual
                    reports containing financial statements for the Variable
                    Account as required by the 1940 Act.

                    In addition, Policy Owners will receive statements of
                    significant transactions, such as changes in Specified
                    Amount, changes in Death Benefit Option, changes in future
                    premium allocation, transfers among Sub-Accounts, Premium
                    Payments, loans, loan repayments, reinstatement and
                    termination.

                    ADVERTISING

                    The Company is also ranked and rated by independent
                    financial rating services, including Moody's, Standard &
                    Poor's, Duff & Phelps and A.M. Best Company. The purpose of
                    these ratings is to reflect the financial strength or
                    claims-paying ability of the Company. The ratings are not
                    intended to reflect the investment experience or financial
                    strength of the Variable Account. The Company may advertise
                    these ratings from time to time. In addition, the Company
                    may include in certain advertisements, endorsements in the
                    form of a list of organizations, individuals or other
                    parties which recommend the Company or the Policies.
                    Furthermore, the Company may occasionally include in
                    advertisements comparisons of currently taxable and tax
                    deferred investment programs, based on selected tax
                    brackets, or discussions of alternative investment vehicles
                    and general economic conditions.

                    LEGAL PROCEEDINGS

                    There are no material legal or administrative proceedings
                    pending or known to be contemplated, other than ordinary
                    routine litigation incidental to the business, to which the
                    Company and the Variable Account are parties or to which any
                    of their property is subject. The principal underwriter,
                    CFA, is not engaged in any material litigation of any
                    nature.

30
<PAGE>
                    EXPERTS

                    Actuarial opinions regarding Deferred Acquisition Cost Tax
                    (DAC Tax) and Mortality and Expense Charges included in this
                    Prospectus have been rendered by Michelle L. Kunzman, as
                    stated in the opinion filed as an Exhibit to the
                    Registration Statement given on the authority of Ms. Kunzman
                    as an expert in actuarial matters.

                    Legal matters in connection with the Policies described
                    herein are being passed upon by Robert A. Picarello, Esq.,
                    Chief Counsel, CIGNA Individual Insurance, 900 Cottage Grove
                    Road, Hartford, CT 06152 in the opinion filed as an Exhibit
                    to the Registration Statement given on his authority as an
                    expert in these matters.

                    The consolidated financial statements of Connecticut General
                    Life Insurance Company as of December 31, 1994 and 1993 and
                    for each of the three years in the period ended December 31,
                    1994 included in this Prospectus 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.

                    REGISTRATION STATEMENT

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

                    FIVE PERCENT OWNERS

                    CIGNA Corporation has no information that any person or
                    concern beneficially owns more than five percent of the
                    outstanding Common Stock, except as reported on three
                    Schedules 13G received in February 1995. Vanguard/Windsor
                    Fund, Inc. ("Windsor"), Vanguard Financial Center, Valley
                    Forge, Pennsylvania 19482, reported sole voting power and
                    shared dispositive power as to 6,268,500 shares of Common
                    Stock, or 8.68% of the outstanding Common Stock as of
                    December 31, 1994. Also, Wellington Management Company
                    ("Wellington"), 75 State Street, Boston, Massachusetts
                    02109, in its capacity as investment advisor to Windsor and
                    other investment advisory clients, reported shared
                    dispositive power as to 7,136,400 shares (which includes the
                    shares reported by Windsor), or 9.88% of the outstanding
                    Common Stock as of December 31, 1994, and shared voting
                    power as to 301,200 of these shares. Finally, Sanford C.
                    Bernstein & Co., Inc. ("Bernstein"), One State Street Plaza,
                    New York, New York 10004, reported sole dispositive power as
                    to 5,788,890 of such shares, or 8.02% of the outstanding
                    Common Stock as of December 31, 1994 and sole voting power
                    as to 2,952,350 of these shares of Common Stock as of
                    December 31, 1994.

                    FINANCIAL STATEMENTS

                    There follow consolidated balance sheets of the Company and
                    its subsidiaries as of December 31, 1994 and 1993 and
                    related consolidated statements of income and retained
                    earnings and cash flows for the years ended December 31,
                    1994, 1993 and 1992.

                    The most current financial statements of the Company are
                    those as of the end of the most recent fiscal year. The
                    Company does not prepare financial statements more often

                                                                              31
<PAGE>
                    than annually and believes that any incremental benefit to
                    prospective Policy Owners that may result from preparing and
                    delivering more current financial statements, though
                    unaudited, does not justify the additional cost that would
                    be incurred. In addition, the Company represents that there
                    have been no adverse changes in the financial condition or
                    operations of the Company between the end of 1994 and the
                    date of this Prospectus.

                    These financial statements should be considered only as
                    bearing upon the ability of the Company to meet its
                    obligations under the Policies. No financial statements of
                    the Variable Account are included, because the Variable
                    Account did not commence operations until April 10, 1995.

32
<PAGE>

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

PRICE WATERHOUSE LLP                                                   [LOGO]

                       REPORT OF INDEPENDENT ACCOUNTANTS

February 13, 1995

The Board of Directors and Shareholder
Connecticut General Life Insurance Company

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

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

             [SIG]

                                                                              33
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
            CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

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

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

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

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

34
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                          CONSOLIDATED BALANCE SHEETS

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

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

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

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

                                                                              35
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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

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

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

36
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

  C) FINANCIAL INSTRUMENTS:  In the normal course of business, the Company
enters into transactions involving various types of financial instruments,
including investments such as fixed maturities and equity securities; and off-
balance-sheet financial instruments such as investment and loan commitments,
financial guarantees, and interest rate swap and futures contracts. These
instruments have credit risk and also may be subject to risk of loss due to
interest rate and market fluctuations. However, risk of loss due to interest
rate fluctuations is reduced through the use of certain derivative instruments.
The Company evaluates and monitors each financial instrument individually and,
where appropriate, obtains collateral or other forms of security to minimize
risk of loss.

  D) INVESTMENTS:  Investments in fixed maturities include bonds, asset-backed
securities, including collateralized mortgage obligations (CMOs); and redeemable
preferred stocks. Fixed maturities classified as held to maturity are

                                                                              37
<PAGE>
carried at amortized cost, net of impairments, and those classified as available
for sale are carried at fair value, with unrealized appreciation or depreciation
included in Shareholder's Equity. Fixed maturities are considered impaired and
written down to fair value when a decline in value is considered to be other
than temporary.

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

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

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

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

  Policy loans are generally carried at unpaid principal balances.

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

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

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

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

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

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

38
<PAGE>
  H) PROPERTY AND EQUIPMENT:  Property and equipment are carried at cost less
accumulated depreciation. When applicable, cost includes interest and real
estate taxes incurred during construction and other construction-related costs.
Depreciation is calculated principally on the straight-line method based on the
estimated useful lives of the assets. Accumulated depreciation was $333 million
and $261 million at December 31, 1994 and 1993, respectively.

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

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

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

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

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

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

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

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

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

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

                                                                              39
<PAGE>
  Revenues for universal life products consist of net investment income and
mortality, administration and surrender fees assessed against the fund values
during the period. Benefit expenses for universal life products consist of
benefit claims in excess of fund values and net investment income credited to
fund values. Revenues for investment-related products consist of net investment
income and contract charges assessed against the fund values during the period.
Benefit expenses for investment-related products primarily consist of net
investment income credited to the fund values after deduction for investment and
risk fees.

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

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

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

NOTE 2 -- INVESTMENTS

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

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

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

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

40
<PAGE>
  As of December 31, 1994, gross unrealized appreciation (depreciation) for
fixed maturities, including policyholder share, by type of issuer was as
follows:

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

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

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

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

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

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

                                                                              41
<PAGE>
  At December 31, the carrying values of mortgage loans and real estate
investments, including policyholder share, were as follows:

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

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

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

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

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

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

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

42
<PAGE>
  D) NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS:  Unrealized
appreciation and depreciation for investments carried at fair value as of
December 31, 1994 and 1993 were as follows:

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

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

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

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

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

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

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

  Cash requirements arise as a result of the Company's derivative activities.
Under interest rate swaps, the Company agrees with other parties to exchange, at
specified intervals, the difference between fixed rate and variable rate
interest amounts calculated by reference to an agreed-upon notional principal
amount. Under futures contracts, initial margin requirements are settled with
cash or other instruments and changes in the contract values are settled

                                                                              43
<PAGE>
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 as hedges are
deferred and recorded as adjustments to the carrying value of the related bond
or mortgage loan. Deferred gains and losses are amortized into net investment
income over the life of the investments purchased or recognized in full as
realized investment gains and losses in the event that the investment or futures
contract is sold prior to maturity. Futures contracts totaled $142 million and
$129 million as of December 31, 1994 and 1993, respectively, and were accounted
for as hedges. At December 31, 1994, gains and losses on futures contracts
deferred in anticipation of investment purchases were $1 million and $3 million,
respectively.

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

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

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

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

44
<PAGE>
NOTE 3 -- INVESTMENT INCOME AND GAINS AND LOSSES

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

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

  Net investment income attributable to policyholder contracts, which is
included in the Company's revenues and is primarily offset by amounts included
in Benefits, Losses and Settlement Expenses, was approximately $1.5 billion for
1994 and $1.6 billion for 1993 and 1992. Net investment income for separate
accounts, which is not reflected in the Company's revenues, was $693 million,
$604 million and $656 million for December 31, 1994, 1993 and 1992,
respectively.

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

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

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

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

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

                                                                              45
<PAGE>
  During 1994, proceeds from sales of available-for-sale fixed maturities and
equities, including policyholder share, were $1.4 billion. Such sales resulted
in gross realized gains and gross realized losses of $73 million and $70
million, respectively.

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

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

NOTE 4 -- SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS

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

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

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

NOTE 5 -- INCOME TAXES

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

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

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

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

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

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

46
<PAGE>
  The tax effect of temporary differences which give rise to deferred income tax
assets and liabilities as of December 31 were as follows:

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

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

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

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

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

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

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

                                                                              47
<PAGE>
NOTE 6 -- PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS PLANS

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

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

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

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

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

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

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

  D) CAPITAL ACCUMULATION PLANS:  CIGNA sponsors various capital accumulation
plans in which employee contributions on a before-tax basis (401(k)) are
supplemented by CIGNA matching contributions. Contributions are invested, at the
election of the employee, in one or more of the following investments: CIGNA
common stock fund, several non-CIGNA stock and bond portfolios and a
fixed-income fund. The Company's expense for such plans totaled $14 million, $13
million and $12 million for December 31, 1994, 1993 and 1992, respectively.

NOTE 7 -- LEASES AND RENTALS

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

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

NOTE 8 -- REINSURANCE

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

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

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

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

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

NOTE 9 -- CONTINGENCIES

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

  The industrial revenue bonds guaranteed directly by the Company have remaining
maturities of up to 21 years. The guarantees provide for payment of debt service
only as it becomes due; consequently, an event of default would not cause an
acceleration of scheduled principal and interest payments. The principal amount
of the bonds guaranteed by the Company at December 31, 1994 and 1993 was $296
million and $323 million, respectively. Revenues in connection with industrial
revenue bond guarantees are derived principally from equity participations in
the related projects and are included in Net Investment Income as earned. Loss
reserves for financial guarantees

                                                                              49
<PAGE>
are established when a default has occurred or when the Company believes that a
loss has been incurred. During 1994 and 1992, losses for industrial revenue
bonds were $1 million, and $4 million, respectively. There were no such losses
in 1993.

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

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

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

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

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

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

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

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

50
<PAGE>
C) LITIGATION:

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

NOTE 10 -- FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

NOTE 11 -- RELATED PARTY TRANSACTIONS

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

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

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

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

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

                                                                              51
<PAGE>
  The Company, together with other CIGNA subsidiaries, has entered into a
pooling arrangement known as the CIGNA Corporate Liquidity Account (the Account)
for the purpose of maximizing earnings on funds available for short-term
investments. As of December 31, 1994 and 1993, the Company had a balance in the
Account of $259 million and $99 million, respectively.

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

52
<PAGE>
APPENDIX 1

                    ILLUSTRATION OF SURRENDER CHARGES

                    The Surrender Charge is calculated as (a) times (b), where
                    (a) is the sum of (i) a Deferred Sales Charge and (ii) a
                    Deferred Administrative Charge and (b) is the applicable
                    Surrender Charge Grading Factor. If the Specified Amount is
                    increased, a new Surrender Charge will be applicable, in
                    addition to any existing Surrender Charge.

                    Below are examples of Surrender Charge calculations, one
                    involving a level Specified Amount and one involving an
                    increase in the Specified Amount, followed by Definitions
                    and Tables used in the calculations.

                    EXAMPLE 1: A male nonsmoker, age 35, purchases a Policy with
                    a Specified Amount of $100,000 and a scheduled annual
                    premium of $1100. He now wants to surrender the Policy at
                    the end of the sixth Policy Year.

                    The Surrender Charge is as follows:

                    Sum of the premiums paid through the end of the second
                    Policy Year = $2200.00

                    Guideline Annual Premium Amount (Male, Age 35, $100,000
                    Specified Amount) = $1177.05

                    Surrender Charge =

                    (.3X$1177.05) + (.1X($2200-$1177.05)) = $353.12 +
                    $102.30 = $ 455.42(i)
                    $6.00 per $1000 of Specified Amount             $ 600.00(ii)

                                                     ---------------------------
                                                                     $1055.42(a)

                    The total Surrender Charge is $1055.42(a) times the
                    surrender charge grading factor(b), ($1055.42 X 80%) =
                    $844.34.

                    EXAMPLE 2: A female nonsmoker, age 45, purchases a Policy
                    with an Initial Specified Amount of $200,000 and a scheduled
                    annual premium of $1500. She pays the scheduled annual
                    premium for the first five Policy Years. At the start of the
                    sixth Policy Year, she increases the Specified Amount to
                    $250,000 and continues to pay the scheduled annual premium
                    of $1500. She now wants to surrender the Policy at the end
                    of the eighth Policy Year. Separate Surrender Charges must
                    be calculated for the Initial Specified Amount and for the
                    increase in Specified Amount.

                    The Surrender Charges are as follows:

                    For the Initial Specified Amount,
                    Sum of the premiums paid through the end of the second
                    Policy Year = $3000.00

                    Guideline Annual Premium Amount (Female, Age 45, $200,000
                    Specified Amount = $2920.67

                    Surrender Charge for Initial Specified Amount =

                    (.3X$2920.67) + (.1X($3000.00-$2920.67)) = $876.20 +
                    $7.93 = $ 884.13(i)

                    $6.00 per $1000 of Initial Specified Amount     $1200.00(ii)

                                                     ---------------------------
                                                                     $2084.13(a)

                    The total Surrender Charge for the Initial Specified Amount
                    is $2084.13(a) times the applicable surrender charge grading
                    factor(b), ($2084.13 X 40%) = $833.65.

                    For the increase in Specified Amount;
                    Sum of the premiums in the first two years following the
                    increase in Specified Amount, applicable to the increase in
                    Specified Amount =
                    ($1500 X 2) X ($50,000 / $250,000) = $600.00.

                    Guideline Annual Premium Amount (Female, Age 50, $50,000
                    Specified Amount) = $978.23.

                                                                              53
<PAGE>
                    Surrender Charge for the increase in Specified Amount =

                    (.3 X $600.00)                                    $180.00(i)
                    $6.00 per $1000 of increase in Specified Amount  $300.00(ii)

                                                      --------------------------
                                                                      $480.00(a)

                    The total Surrender Charge for the increase in the Specified
                    Amount is $480.00(a) times the applicable surrender charge
                    grading factor(b), ($480.00 X 100%) = $480.00

                    The overall Surrender Charge for the Policy is ($833.65 +
                    $480.00) = $1313.65.

                    DEFINITIONS AND TABLES

                    (a)(i) The Deferred Sales Charge is based on the actual
                           premium paid and the applicable Guideline Annual
                           Premium Amount, and is calculated assuming the
                           following:

<TABLE>
                    <S>                   <C>
                    DURING POLICY YEAR:
                    1 and 2               30% of the sum of the premiums paid up to an
                                          amount equal to the Guideline Annual Premium
                                          Amount,* plus 10% of the sum of the premiums paid
                                          between one and two times the Guideline Annual
                                          Premium Amount, plus 9% of the sum of the premiums
                                          paid in excess of two times the Guideline Annual
                                          Premium Amount.
                    3 through 10          same dollar amount as of the end of Policy Year 2.
</TABLE>

                        In no event will the Deferred Sales Charge exceed the
                        maximum permitted under federal or state law.

                      (ii) The Deferred Administrative Charge is $6.00 per
                           $1,000 of Specified Amount.

                    (b) SURRENDER CHARGE GRADING FACTORS

<TABLE>
                         <S>                                       <C>
                         Policy Years** 1-5                         100%
                         Policy Year 6                               80%
                         Policy Year 7                               60%
                         Policy Year 8                               40%
                         Policy Year 9                               20%
                         Policy Year 10                               0%
</TABLE>

                    If a Surrender Charge becomes effective at other than the
                    end of a Policy Year, any applicable surrender charge
                    grading factor will be applied on a pro rata basis as of
                    such effective date.

                     * Guideline Annual Premium Amount is the level annual
                       amount that would be payable through the latest maturity
                       date permitted under the policy but not less than 20
                       years after date of issue or (if earlier) age 95 for the
                       future benefits under the policy, subject to the
                       following provisions: (A) the payments were fixed by the
                       Life Insurer as to both timing and amount; and (B) the
                       payments were based on the 1980 Commissioners Standard
                       Ordinary Mortality Table, net investment earnings at the
                       greater of an annual effective of 5% or rate or rates
                       guaranteed at issue of the Policy, the sales load under
                       the policy, and the fees and charges specified in the
                       Policy. A new Guideline Annual Premium Amount is
                       determined for each increase in Specified Amount under
                       the policy; in such event, "Policy Years" are measured
                       from the effective date(s) of such increase(s).

                    ** Number of Policy Years elapsed since the Date of Issue
                       and from the effective date(s) of any increase(s) in
                       Specified Amount.

54
<PAGE>
APPENDIX 2

                    ILLUSTRATIONS OF ACCUMULATION VALUES, SURRENDER VALUES,
                    AND DEATH BENEFITS

                    The illustrations in this Prospectus have been prepared to
                    help show how values under the Policies change with
                    investment performance. The illustrations illustrate how
                    Accumulation Values, Surrender Values and Death Benefits
                    under a Policy would vary over time if the hypothetical
                    gross investment rates of return were a uniform annual
                    effective rate of either 0%, 6% or 12%. If the hypothetical
                    gross investment rate of return averages 0%, 6%, or 12% over
                    a period of years, but fluctuates above or below those
                    averages for individual years, the Accumulation Values,
                    Surrender Values and Death Benefits may be different. The
                    illustrations also assume there are no Policy loans or
                    partial surrenders, no additional Premium Payments are made
                    other than shown, no Accumulation Values are allocated to
                    the Fixed Account, and there are no changes in the Specified
                    Amount or Death Benefit Option.

                    The amounts shown for the Accumulation Value, Surrender
                    Value and Death Benefit as of each Policy Anniversary
                    reflect the fact that the net investment return on the
                    assets held in the Sub-Accounts is lower than the gross
                    return. This is due to the daily charges made against the
                    assets of the Sub-Accounts for assuming mortality and
                    expense risks. The current mortality and expense risk
                    charges are equivalent to an annual effective rate of 0.45%
                    of the daily net asset value of the Variable Account. On
                    each Policy Anniversary beginning with the 11th, the
                    mortality and expense risk charge is reduced to 0.25% on an
                    annual basis of the daily net assets of the Variable
                    Account. In addition, the net investment returns also
                    reflect the deduction of Fund investment advisory fees and
                    other expenses which will vary depending on which funding
                    vehicle is chosen but which are assumed for purposes of
                    these illustrations to be equivalent to an annual effective
                    rate of 1.00% of the daily net asset value of the Variable
                    Account.

                    Considering current charges for mortality and expense risks
                    and the assumed Fund expenses, gross annual rates of return
                    of 0%, 6%, and 12% correspond to net investment experience
                    at constant annual rates of -1.45%, 4.55% and 10.55%. On
                    each Policy Anniversary beginning with the 11th, the gross
                    annual rates of return of 0%, 6%, and 12% correspond to net
                    investment experience at constant annual rates of -1.25%,
                    4.75%, and 10.75%. This is due to a current reduction in the
                    mortality and expense risk charge from an annual effective
                    rate of 0.45% to an annual effective rate of 0.25% after ten
                    Policy Years.

                    The illustrations also reflect the fact that the Company
                    makes monthly charges for providing insurance protection.
                    Current values reflect current Cost of Insurance charges and
                    guaranteed values reflect the maximum Cost of Insurance
                    charges guaranteed in the Policy. The values shown are for
                    Policies which are issued as standard. Policies issued on a
                    substandard basis would result in lower Accumulation Values
                    and Death Benefits than those illustrated.

                    The illustrations also reflect the fact that the Company
                    deducts a premium load from each Premium Payment. Current
                    and guaranteed values reflect a deduction of 3.5% of each
                    Premium Payment.

                    The Surrender Values shown in the illustrations reflect the
                    fact that the Company will deduct a Surrender Charge from
                    the Policy's Accumulation Value for any Policy surrendered
                    in full during the first ten years.

                    In addition, the illustrations reflect the fact that the
                    Company deducts a monthly administrative charge at the
                    beginning of each Policy Month. This monthly administrative

                                                                              55
<PAGE>
                    expense charge is $15 per month in the first year. Current
                    values reflect a current monthly administrative expense
                    charge of $5 in renewal years, and guaranteed values reflect
                    the $10 maximum monthly administrative charge under the
                    Policy in renewal years.

                    Upon request, the Company will furnish a comparable
                    illustration based on the proposed insured's age, gender
                    classification, smoking classification, risk classification
                    and premium payment requested.

56
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                MALE    NONSMOKER    ISSUE AGE 35
                                $2,720 ANNUAL PREMIUM
                                FACE AMOUNT $500,000
                                DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                                   DEATH BENEFIT                   TOTAL ACCUMULATION VALUE                SURRENDER VALUE
                            ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF
                        GROSS 0%     GROSS 6%     GROSS 12%    GROSS 0%    GROSS 6%   GROSS 12%    GROSS 0%    GROSS 6%   GROSS 12%
                           NET          NET          NET         NET         NET         NET         NET         NET         NET
           PREMIUMS      -1.45%        4.55%       10.55%       -1.45%      4.55%       10.55%      -1.45%      4.55%       10.55%
          ACCUMULATED              IN YEARS 1-10                        IN YEARS 1-10                       IN YEARS 1-10
  END OF      AT           NET          NET          NET         NET         NET         NET         NET         NET         NET
  POLICY  5% INTEREST    -1.25%        4.75%       10.75%       -1.25%      4.75%       10.75%      -1.25%      4.75%       10.75%
   YEAR    PER YEAR            IN YEARS 11 AND AFTER                IN YEARS 11 AND AFTER               IN YEARS 11 AND AFTER
  ------  -----------  -------------------------------------  ----------------------------------  ----------------------------------
  <S>     <C>          <C>          <C>          <C>          <C>         <C>         <C>         <C>         <C>         <C>

      1        2,720      500,000      500,000      500,000       1,561       1,685       1,810           0           0           0
      2        5,576      500,000      500,000      500,000       3,217       3,568       3,936           0           0           0
      3        8,575      500,000      500,000      500,000       4,841       5,531       6,280         209         899       1,648
      4       11,724      500,000      500,000      500,000       6,430       7,570       8,861       1,798       2,938       4,229
      5       15,030      500,000      500,000      500,000       7,975       9,682      11,693       3,343       5,050       7,061

      6       18,501      500,000      500,000      500,000       9,466      11,858      14,794       5,760       8,153      11,088
      7       22,146      500,000      500,000      500,000      10,894      14,094      18,182       8,115      11,314      15,403
      8       25,974      500,000      500,000      500,000      12,252      16,381      21,881      10,399      14,528      20,028
      9       29,992      500,000      500,000      500,000      13,530      18,713      25,912      12,604      17,787      24,986
     10       34,212      500,000      500,000      500,000      14,721      21,084      30,305      14,721      21,084      30,305

     15       58,694      500,000      500,000      500,000      19,259      33,556      59,415      19,259      33,556      59,415
     20       89,939      500,000      500,000      500,000      20,436      46,037     104,975      20,436      46,037     104,975
     25      129,818      500,000      500,000      500,000      17,225      57,440     178,163      17,225      57,440     178,163
     30      180,714      500,000      500,000      500,000       8,080      66,011     299,511       8,080      66,011     299,511
</TABLE>

                             If premiums are paid more frequently than annually,
                             the Death Benefits, Accumulation Values and
                             Surrender Values would be less than those
                             illustrated.

                             Assumes no policy loans or partial surrenders have
                             been made. Current cost of insurance rates assumed.
                             Current mortality and expense risk charges,
                             administrative fees and premium load assumed.

                             These investment results are illustrative only and
                             should not be considered a representation of past
                             or future investment results. Actual investment
                             results may be more or less than those shown and
                             will depend on a number of factors, including the
                             Policy Owner's allocations and the Funds' rates of
                             return. Accumulation Values and Surrender Values
                             for a Policy would be different from those shown if
                             the actual investment rates of return averaged 0%,
                             6% and 12% over a period of years, but fluctuated
                             above or below those averages for individual Policy
                             Years. No representations can be made that these
                             rates of return will in fact be achieved for any
                             one year or sustained over a period of time.

                                                                      57
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                MALE    NONSMOKER    ISSUE AGE 45
                                $4,685 ANNUAL PREMIUM
                                FACE AMOUNT $500,000
                                DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                                   DEATH BENEFIT                   TOTAL ACCUMULATION VALUE                SURRENDER VALUE
                            ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF
                        GROSS 0%     GROSS 6%     GROSS 12%    GROSS 0%    GROSS 6%   GROSS 12%    GROSS 0%    GROSS 6%   GROSS 12%
                           NET          NET          NET         NET         NET         NET         NET         NET         NET
           PREMIUMS      -1.45%        4.55%       10.55%       -1.45%      4.55%       10.55%      -1.45%      4.55%       10.55%
          ACCUMULATED              IN YEARS 1-10                        IN YEARS 1-10                       IN YEARS 1-10
  END OF      AT           NET          NET          NET         NET         NET         NET         NET         NET         NET
  POLICY  5% INTEREST    -1.25%        4.75%       10.75%       -1.25%      4.75%       10.75%      -1.25%      4.75%       10.75%
   YEAR    PER YEAR            IN YEARS 11 AND AFTER                IN YEARS 11 AND AFTER               IN YEARS 11 AND AFTER
  ------  -----------  -------------------------------------  ----------------------------------  ----------------------------------
  <S>     <C>          <C>          <C>          <C>          <C>         <C>         <C>         <C>         <C>         <C>

      1        4,685      500,000      500,000      500,000       3,025       3,250       3,476           0           0           0
      2        9,604      500,000      500,000      500,000       6,041       6,685       7,357         257         901       1,574
      3       14,769      500,000      500,000      500,000       8,919      10,180      11,551       3,136       4,396       5,768
      4       20,193      500,000      500,000      500,000      11,653      13,731      16,084       5,869       7,947      10,300
      5       25,888      500,000      500,000      500,000      14,235      17,332      20,985       8,452      11,548      15,201

      6       31,867      500,000      500,000      500,000      16,660      20,977      26,286      12,033      16,351      21,659
      7       38,145      500,000      500,000      500,000      18,921      24,662      32,025      15,451      21,192      28,554
      8       44,738      500,000      500,000      500,000      21,011      28,380      38,243      18,697      26,067      35,929
      9       51,659      500,000      500,000      500,000      22,924      32,126      44,988      21,767      30,970      43,831
     10       58,927      500,000      500,000      500,000      24,653      35,895      52,313      24,653      35,895      52,313

     15      101,096      500,000      500,000      500,000      30,617      55,389     100,953      30,617      55,389     100,953
     20      154,914      500,000      500,000      500,000      30,599      74,543     178,543      30,599      74,543     178,543
     25      223,601      500,000      500,000      500,000      20,949      90,039     306,538      20,949      90,039     306,538
     30      311,266      500,000      500,000      565,097           0      91,616     528,128           0      91,616     528,128
</TABLE>

                             If premiums are paid more frequently than annually,
                             the Death Benefits, Accumulation Values and
                             Surrender Values would be less than those
                             illustrated.

                             Assumes no policy loans or partial surrenders have
                             been made. Current cost of insurance rates assumed.
                             Current mortality and expense risk charges,
                             administrative fees and premium load assumed.

                             These investment results are illustrative only and
                             should not be considered a representation of past
                             or future investment results. Actual investment
                             results may be more or less than those shown and
                             will depend on a number of factors, including the
                             Policy Owner's allocations and the Funds' rates of
                             return. Accumulation Values and Surrender Values
                             for a Policy would be different from those shown if
                             the actual investment rates of return averaged 0%,
                             6% and 12% over a period of years, but fluctuated
                             above or below those averages for individual Policy
                             Years. No representations can be made that these
                             rates of return will in fact be achieved for any
                             one year or sustained over a period of time.

       58
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
FEMALE    NONSMOKER    ISSUE AGE 35
                            $2,075 ANNUAL PREMIUM
                            FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                             DEATH BENEFIT            TOTAL ACCUMULATION VALUE          SURRENDER VALUE
                      ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF
                                           GROSS                         GROSS                         GROSS
                      GROSS 0%  GROSS 6%    12%     GROSS 0%  GROSS 6%    12%     GROSS 0%  GROSS 6%    12%
                        NET       NET       NET       NET       NET       NET       NET       NET       NET
         PREMIUMS      -1.45%    4.55%     10.55%    -1.45%    4.55%     10.55%    -1.45%    4.55%     10.55%
<S>     <C>           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
        ACCUMULATED                  IN YEARS 1-10                 IN YEARS 1-10                 IN YEARS 1-10
END OF           AT        NET       NET       NET       NET       NET       NET       NET       NET       NET
POLICY  5% INTEREST     -1.25%     4.75%    10.75%    -1.25%     4.75%    10.75%    -1.25%     4.75%    10.75%
  YEAR     PER YEAR          IN YEARS 11 AND AFTER         IN YEARS 11 AND AFTER         IN YEARS 11 AND AFTER
- ------  -----------   ----------------------------  ----------------------------  ----------------------------

    1        2,075    500,000   500,000   500,000     1,154     1,247     1,341         0         0         0
    2        4,254    500,000   500,000   500,000     2,402     2,666     2,943         0         0         0
    3        6,541    500,000   500,000   500,000     3,619     4,136     4,700         0         0       455
    4        8,944    500,000   500,000   500,000     4,781     5,636     6,604       536     1,391     2,359
    5       11,466    500,000   500,000   500,000     5,884     7,160     8,664     1,639     2,915     4,419

    6       14,114    500,000   500,000   500,000     6,927     8,709    10,898     3,531     5,313     7,502
    7       16,895    500,000   500,000   500,000     7,912    10,286    13,325     5,365     7,739    10,778
    8       19,814    500,000   500,000   500,000     8,840    11,891    15,965     7,142    10,193    14,267
    9       22,880    500,000   500,000   500,000     9,711    13,526    18,842     8,862    12,677    17,993
   10       26,099    500,000   500,000   500,000    10,527    15,194    21,982    10,527    15,194    21,982

   15       44,776    500,000   500,000   500,000    13,782    24,139    42,967    13,782    24,139    42,967
   20       68,612    500,000   500,000   500,000    15,155    33,622    76,248    15,155    33,622    76,248
   25       99,034    500,000   500,000   500,000    14,197    43,270   130,050    14,197    43,270   130,050
   30      137,861    500,000   500,000   500,000     9,997    52,180   218,566     9,997    52,180   218,566
</TABLE>

                             If premiums are paid more frequently than annually,
                             the Death Benefits, Accumulation Values and
                             Surrender Values would be less than those
                             illustrated.

                             Assumes no policy loans or partial surrenders have
                             been made. Current cost of insurance rates assumed.
                             Current mortality and expense risk charges,
                             administrative fees and premium load assumed.

                             These investment results are illustrative only and
                             should not be considered a representation of past
                             or future investment results. Actual investment
                             results may be more or less than those shown and
                             will depend on a number of factors, including the
                             Policy Owner's allocations and the Funds' rates of
                             return. Accumulation Values and Surrender Values
                             for a Policy would be different from those shown if
                             the actual investment rates of return averaged 0%,
                             6% and 12% over a period of years, but fluctuated
                             above or below those averages for individual Policy
                             Years. No representations can be made that these
                             rates of return will in fact be achieved for any
                             one year or sustained over a period of time.

                                                                      59
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
FEMALE    NONSMOKER    ISSUE AGE 45
                            $3,550 ANNUAL PREMIUM
                            FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                           DEATH BENEFIT            TOTAL ACCUMULATION VALUE          SURRENDER VALUE
                    ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF
                                         GROSS                         GROSS                         GROSS
                    GROSS 0%  GROSS 6%    12%     GROSS 0%  GROSS 6%    12%     GROSS 0%  GROSS 6%    12%
                      NET       NET       NET       NET       NET       NET       NET       NET       NET
        PREMIUMS     -1.45%    4.55%     10.55%    -1.45%    4.55%     10.55%    -1.45%    4.55%     10.55%
<S>     <C>         <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
        ACCUMULATED                IN YEARS 1-10                 IN YEARS 1-10                 IN YEARS 1-10
               AT
END OF         5%        NET       NET       NET       NET       NET       NET       NET       NET       NET
POLICY   INTEREST     -1.25%     4.75%    10.75%    -1.25%     4.75%    10.75%    -1.25%     4.75%    10.75%
  YEAR   PER YEAR          IN YEARS 11 AND AFTER         IN YEARS 11 AND AFTER         IN YEARS 11 AND AFTER
- ------  ---------   ----------------------------  ----------------------------  ----------------------------

    1      3,550    500,000   500,000   500,000     2,174     2,341     2,508         0         0         0
    2      7,278    500,000   500,000   500,000     4,387     4,861     5,356         0         0       226
    3     11,191    500,000   500,000   500,000     6,514     7,441     8,450     1,384     2,311     3,320
    4     15,301    500,000   500,000   500,000     8,553    10,081    11,812     3,423     4,951     6,682
    5     19,616    500,000   500,000   500,000    10,501    12,780    15,467     5,371     7,650    10,337

    6     24,147    500,000   500,000   500,000    12,355    15,536    19,445     8,251    11,432    15,341
    7     28,904    500,000   500,000   500,000    14,113    18,349    23,777    11,035    15,271    20,699
    8     33,899    500,000   500,000   500,000    15,772    21,219    28,498    13,720    19,167    26,446
    9     39,144    500,000   500,000   500,000    17,329    24,144    33,647    16,303    23,118    32,621
   10     44,652    500,000   500,000   500,000    18,782    27,124    39,270    18,782    27,124    39,270

   15     76,604    500,000   500,000   500,000    24,612    43,212    77,089    24,612    43,212    77,089
   20    117,384    500,000   500,000   500,000    27,014    60,447   137,860    27,014    60,447   137,860
   25    169,431    500,000   500,000   500,000    24,279    77,481   237,386    24,279    77,481   237,386
   30    235,858    500,000   500,000   500,000    12,642    90,961   405,165    12,642    90,961   405,165
</TABLE>

                             If premiums are paid more frequently than annually,
                             the Death Benefits, Accumulation Values and
                             Surrender Values would be less than those
                             illustrated.

                             Assumes no policy loans or partial surrenders have
                             been made. Current cost of insurance rates assumed.
                             Current mortality and expense risk charges,
                             administrative fees and premium load assumed.

                             These investment results are illustrative only and
                             should not be considered a representation of past
                             or future investment results. Actual investment
                             results may be more or less than those shown and
                             will depend on a number of factors, including the
                             Policy Owner's allocations and the Funds' rates of
                             return. Accumulation Values and Surrender Values
                             for a Policy would be different from those shown if
                             the actual investment rates of return averaged 0%,
                             6% and 12% over a period of years, but fluctuated
                             above or below those averages for individual Policy
                             Years. No representations can be made that these
                             rates of return will in fact be achieved for any
                             one year or sustained over a period of time.

       60
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
UNISEX    NONSMOKER    ISSUE AGE 35
                            $2,600 ANNUAL PREMIUM
                            FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                             DEATH BENEFIT            TOTAL ACCUMULATION VALUE          SURRENDER VALUE
                      ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF
                                           GROSS                         GROSS                         GROSS
                      GROSS 0%  GROSS 6%    12%     GROSS 0%  GROSS 6%    12%     GROSS 0%  GROSS 6%    12%
                        NET       NET       NET       NET       NET       NET       NET       NET       NET
         PREMIUMS      -1.45%    4.55%     10.55%    -1.45%    4.55%     10.55%    -1.45%    4.55%     10.55%
<S>     <C>           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
        ACCUMULATED                  IN YEARS 1-10                 IN YEARS 1-10                 IN YEARS 1-10
END OF           AT        NET       NET       NET       NET       NET       NET       NET       NET       NET
POLICY  5% INTEREST     -1.25%     4.75%    10.75%    -1.25%     4.75%    10.75%    -1.25%     4.75%    10.75%
  YEAR     PER YEAR          IN YEARS 11 AND AFTER         IN YEARS 11 AND AFTER         IN YEARS 11 AND AFTER
- ------  -----------   ----------------------------  ----------------------------  ----------------------------

    1        2,600    500,000   500,000   500,000     1,488     1,607     1,726         0         0         0
    2        5,330    500,000   500,000   500,000     3,071     3,407     3,758         0         0         0
    3        8,197    500,000   500,000   500,000     4,622     5,280     5,996        62       720     1,436
    4       11,206    500,000   500,000   500,000     6,134     7,222     8,454     1,574     2,662     3,894
    5       14,367    500,000   500,000   500,000     7,598     9,227    11,146     3,038     4,667     6,586

    6       17,685    500,000   500,000   500,000     9,007    11,289    14,089     5,359     7,641    10,441
    7       21,169    500,000   500,000   500,000    10,355    13,405    17,303     7,619    10,669    14,567
    8       24,828    500,000   500,000   500,000    11,634    15,568    20,809     9,810    13,744    18,985
    9       28,669    500,000   500,000   500,000    12,839    17,774    24,631    11,927    16,862    23,719
   10       32,703    500,000   500,000   500,000    13,962    20,017    28,797    13,962    20,017    28,797

   15       56,104    500,000   500,000   500,000    18,279    31,861    56,441    18,279    31,861    56,441
   20       85,971    500,000   500,000   500,000    19,527    43,833    99,798    19,527    43,833    99,798
   25      124,090    500,000   500,000   500,000    16,796    54,993   169,490    16,796    54,993   169,490
   30      172,741    500,000   500,000   500,000     8,677    63,760   284,812     8,677    63,760   284,812
</TABLE>

                             If premiums are paid more frequently than annually,
                             the Death Benefits, Accumulation Values and
                             Surrender Values would be less than those
                             illustrated.

                             Assumes no policy loans or partial surrenders have
                             been made. Current cost of insurance rates assumed.
                             Current mortality and expense risk charges,
                             administrative fees and premium load assumed.

                             These investment results are illustrative only and
                             should not be considered a representation of past
                             or future investment results. Actual investment
                             results may be more or less than those shown and
                             will depend on a number of factors, including the
                             Policy Owner's allocations and the Funds' rates of
                             return. Accumulation Values and Surrender Values
                             for a Policy would be different from those shown if
                             the actual investment rates of return averaged 0%,
                             6% and 12% over a period of years, but fluctuated
                             above or below those averages for individual Policy
                             Years. No representations can be made that these
                             rates of return will in fact be achieved for any
                             one year or sustained over a period of time.

                                                                      61
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
UNISEX    NONSMOKER    ISSUE AGE 45
                            $4,460 ANNUAL PREMIUM
                            FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                             DEATH BENEFIT            TOTAL ACCUMULATION VALUE          SURRENDER VALUE
                      ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF
                                           GROSS                         GROSS                         GROSS
                      GROSS 0%  GROSS 6%    12%     GROSS 0%  GROSS 6%    12%     GROSS 0%  GROSS 6%    12%
                        NET       NET       NET       NET       NET       NET       NET       NET       NET
         PREMIUMS      -1.45%    4.55%     10.55%    -1.45%    4.55%     10.55%    -1.45%    4.55%     10.55%
<S>     <C>           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
        ACCUMULATED                  IN YEARS 1-10                 IN YEARS 1-10                 IN YEARS 1-10
END OF           AT        NET       NET       NET       NET       NET       NET       NET       NET       NET
POLICY  5% INTEREST     -1.25%     4.75%    10.75%    -1.25%     4.75%    10.75%    -1.25%     4.75%    10.75%
  YEAR     PER YEAR          IN YEARS 11 AND AFTER         IN YEARS 11 AND AFTER         IN YEARS 11 AND AFTER
- ------  -----------   ----------------------------  ----------------------------  ----------------------------

    1        4,460    500,000   500,000   500,000     2,857     3,070     3,285         0         0         0
    2        9,143    500,000   500,000   500,000     5,714     6,324     6,961        61       671     1,308
    3       14,060    500,000   500,000   500,000     8,443     9,638    10,937     2,790     3,985     5,284
    4       19,223    500,000   500,000   500,000    11,039    13,009    15,238     5,386     7,355     9,585
    5       24,644    500,000   500,000   500,000    13,496    16,431    19,892     7,843    10,778    14,239

    6       30,337    500,000   500,000   500,000    15,808    19,900    24,931    11,286    15,378    20,409
    7       36,313    500,000   500,000   500,000    17,969    23,412    30,391    14,577    20,020    26,999
    8       42,589    500,000   500,000   500,000    19,974    26,961    36,311    17,712    24,700    34,050
    9       49,178    500,000   500,000   500,000    21,816    30,544    42,738    20,685    29,414    41,608
   10       56,097    500,000   500,000   500,000    23,490    34,156    49,724    23,490    34,156    49,724

   15       96,240    500,000   500,000   500,000    29,425    52,962    96,186    29,425    52,962    96,186
   20      147,474    500,000   500,000   500,000    29,886    71,705   170,319    29,886    71,705   170,319
   25      212,863    500,000   500,000   500,000    21,626    87,445   292,267    21,626    87,445   292,267
   30      296,317    500,000   500,000   537,454         0    91,309   502,294         0    91,309   502,294
</TABLE>

                             If premiums are paid more frequently than annually,
                             the Death Benefits, Accumulation Values and
                             Surrender Values would be less than those
                             illustrated.

                             Assumes no policy loans or partial surrenders have
                             been made. Current cost of insurance rates assumed.
                             Current mortality and expense risk charges,
                             administrative fees and premium load assumed.

                             These investment results are illustrative only and
                             should not be considered a representation of past
                             or future investment results. Actual investment
                             results may be more or less than those shown and
                             will depend on a number of factors, including the
                             Policy Owner's allocations and the Funds' rates of
                             return. Accumulation Values and Surrender Values
                             for a Policy would be different from those shown if
                             the actual investment rates of return averaged 0%,
                             6% and 12% over a period of years, but fluctuated
                             above or below those averages for individual Policy
                             Years. No representations can be made that these
                             rates of return will in fact be achieved for any
                             one year or sustained over a period of time.

       62
<PAGE>
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                                                                   537402 (5/95)


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