CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
485BPOS, 1997-04-22
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<PAGE>
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997
    
   
                                              1933 ACT REGISTRATION NO. 33-84426
                                              1940 ACT REGISTRATION NO. 811-8780
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
   
                         POST-EFFECTIVE AMENDMENT NO. 3
                                       TO
                                    FORM S-6
    
 
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2
 
                 CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
 
                           (EXACT NAME OF REGISTRANT)
 
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
                              (NAME OF DEPOSITOR)
 
              900 Cottage Grove Road, Hartford, Connecticut 06152
 
              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
 
               Depositor's Telephone Number, including Area Code
 
                                 (860) 726-6000
 
<TABLE>
<S>                                  <C>
   Robert A. Picarello, Esquire              COPY TO:
Connecticut General Life Insurance      George N. Gingold,
              Company                         Esquire
      900 Cottage Grove Road           197 King Philip Drive
    Hartford, Connecticut 06152          West Hartford, CT
  (NAME AND ADDRESS OF AGENT FOR            06117-1409
             SERVICE)
</TABLE>
 
            Approximate date of proposed public offering: Continuous
 
  INDEFINITE NUMBER OF UNITS OF INTEREST IN VARIABLE LIFE INSURANCE CONTRACTS
               (TITLE AND AMOUNT OF SECURITIES BEING REGISTERED)
 
   
                    An indefinite amount of the securities being offered by this
                    Registration Statement has been registered pursuant to Rule
                    24f-2 under the Investment Company Act of 1940, and the
                    initial registration fee of $500 was paid with the Rule
                    24f-2 declaration. Form 24F-2 for Registrant's fiscal year,
                    which ended December 31, 1996, was filed February 26, 1997.
    
 
                    It is proposed that this filing will become effective:
                    ----------------------------- immediately upon filing
                    pursuant to paragraph (b) of Rule 485
   
                    ----------------------------- on May 1, 1997, pursuant to
                    paragraph (b) of Rule 485
    
                       X
                    ----------------------------- 60 days after filing pursuant
                    to paragraph (a) of Rule 485
                    ----------------------------- on
                    ---------------------------, pursuant to paragraph (a) of
                    Rule 485
<PAGE>
                             CROSS REFERENCE SHEET
                            (RECONCILIATION AND TIE)
                     REQUIRED BY INSTRUCTION 4 TO FORM S-6
 
<TABLE>
<CAPTION>
  ITEM OF FORM
     N-8B-2        LOCATION IN PROSPECTUS
- -----------------  --------------------------------------------------------------
<S>                <C>
1                  Cover Page Highlights
 
2                  Cover Page
 
3                  *
 
4                  Distribution of Policies
 
5                  The Company
 
6(a)               The Variable Account
 
6(b)               *
 
9                  Legal Proceedings
 
10(a)-(c)          Short-Term Right to Cancel the Policy; Surrenders;
                   Accumulation Value; Reports to Policy Owners
 
10(d)              Right to Exchange for a Fixed Benefit Policy; Policy Loans;
                   Surrenders; Allocation of Net Premium Payments
 
10(e)              Lapse and Reinstatement
 
10(f)              Voting Rights
 
10(g)-(h)          Substitution of Securities
 
10(i)              Premium Payments; Transfers; Death Benefit; Policy Values;
                   Settlement Options
 
11                 The Funds
 
12                 The Funds
 
13                 Charges; Fees
 
14                 Issuance
 
15                 Premium Payments; Transfers
 
16                 The Variable Account
 
17                 Surrenders
 
18                 The Variable Account
 
19                 Reports to Policy Owners
 
20                 *
 
21                 Policy Loans
 
22                 *
 
23                 The Company
 
24                 Incontestability; Suicide; Misstatement of Age or Sex
 
25                 The Company
 
26                 Fund Participation Agreements
 
27                 The Variable Account
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
  ITEM OF FORM
     N-8B-2        LOCATION IN PROSPECTUS
- -----------------  --------------------------------------------------------------
<S>                <C>
28                 Directors and Officers of the Company
 
29                 The Company
 
30                 *
 
31                 *
 
32                 *
 
33                 *
 
34                 *
 
35                 *
 
37                 *
 
38                 Distribution of Policies
 
39                 Distribution of Policies
 
40                 *
 
41(a)              Distribution of Policies
 
42                 *
 
43                 *
 
44                 The Funds; Premium Payments
 
45                 *
 
46                 Surrenders
 
47                 The Variable Account; Surrenders, Transfers
 
48                 *
 
49                 *
 
50                 The Variable Account
 
51                 Cover Page; Highlights; Premium Payments; Right to Exchange
                   for a Fixed Benefit Policy
 
52                 Substitution of Securities
 
53                 Tax Matters
 
54                 *
 
55                 *
</TABLE>
 
* Not Applicable
<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
                                                                     [LOGO]
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
 
   
<TABLE>
<S>                               <C>
HOME OFFICE LOCATION:             MAILING ADDRESS:
900 COTTAGE GROVE ROAD            CIGNA INDIVIDUAL INSURANCE
BLOOMFIELD, CONNECTICUT           ANNUITY & VARIABLE LIFE SERVICES CENTER,
                                  ROUTING S-249
                                  HARTFORD, CT 06152-2249
                                  (800)(552-9898)
</TABLE>
    
 
- --------------------------------------------------------------------------------
              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-Registered Trademark-
Variable Insurance Trust -- MFS Total Return Series, MFS Utilities Series and
MFS World Governments Series; Neuberger & Berman Advisers Management Trust --
Balanced Portfolio, Limited Maturity Bond Portfolio and Partners Portfolio; OCC
Accumulation Trust -- Global Equity Portfolio, Managed Portfolio and Small Cap
Portfolio.
 
    The fixed interest option offered under 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, 1997
    
<PAGE>
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                                    PAGE
                                                  ---------
<S>                                               <C>
Definitions.....................................      3
Highlights......................................      5
  Initial Choices...............................      5
  Charges and Fees..............................      6
The Company.....................................      6
The Variable Account............................      7
The Funds.......................................      7
  Expense Data/Fee Table........................     10
  General.......................................     12
  Substitution of Securities....................     12
  Voting Rights.................................     12
  Fund Participation Agreements.................     13
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
    Optional Variable Account Sub-Account
     Allocation Programs........................     17
      Dollar Cost Averaging.....................     17
      Automatic Rebalancing.....................     18
Charges; Fees...................................     18
    Premium Load................................     18
    Monthly Deductions..........................     19
    Transaction Fee for Excess Transfers........     20
    Mortality and Expense Risk Charge...........     20
    Surrender Charge............................     20
The Fixed Account...............................     21
Policy Values...................................     21
    Accumulation Value..........................     21
    Variable Accumulation Unit Value............     22
    Surrender Value.............................     22
Surrenders......................................     23
    Partial Surrenders..........................     23
    Full Surrenders.............................     23
    Deferral of Payment and Transfers...........     23
Lapse and Reinstatement.........................     23
    Lapse of a Policy; Effect of Guaranteed
     Death Benefit Provision....................     23
 
<CAPTION>
                                                    PAGE
                                                  ---------
<S>                                               <C>
    Reinstatement of a Lapsed Policy............     24
Policy Loans....................................     24
Settlement Options..............................     25
Other Policy Provisions.........................     25
    Issuance....................................     25
    Short-Term Right to Cancel the Policy.......     25
    Policy Owner................................     26
    Beneficiary.................................     26
    Assignment..................................     26
    Right to Exchange for a Fixed Benefit
     Policy.....................................     26
    Incontestability............................     27
    Misstatement of Age or Sex..................     27
    Suicide.....................................     27
    Nonparticipating Policies...................     27
Tax Matters.....................................     27
    Policy Proceeds.............................     27
    Taxation of the Company.....................     29
    Section 848 Charges.........................     29
    Other Considerations........................     29
Other Matters...................................     29
    Directors and Officers of the Company.......     29
    Distribution of Policies....................     30
    Changes of Investment Policy................     30
    Other Contracts Issued by the Company.......     31
    State Regulation............................     31
    Reports to Policy Owners....................     31
    Advertising.................................     31
    Legal Proceedings...........................     32
    Experts.....................................     32
    Registration Statement......................     32
Financial Statements............................     32
    Connecticut General Life Insurance
     Company....................................     33
    CG Variable Life Insurance Separate Account
     I..........................................     53
Appendix 1......................................     66
    Illustration of Surrender Charges...........     66
Appendix 2......................................     68
    Illustration of Accumulation Values,
     Surrender Values, and Death Benefits.......     68
Appendix 3......................................     78
    Tax Information.............................     78
</TABLE>
    
 
2
<PAGE>
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.
 
                    ANNUITY & VARIABLE LIFE SERVICES CENTER: The office of the
                    Company to which Premium Payments should be sent, notices
                    given and any customer service requests made. Mailing
                    address: CIGNA Individual Insurance, Annuity & Variable Life
                    Services Center, Routing S-249, Hartford, CT 06152-2249.
 
                    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
                    designed to compensate the Company for the anticipated cost
                    of paying Death Benefits in excess of the Accumulation
                    Value, 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-Registered Trademark- Variable Insurance Trust -- MFS
                    Total Return Series, MFS Utilities Series, MFS World
                    Governments Series; Neuberger & Berman Advisers Management
                    Trust -- Balanced Portfolio, Limited Maturity Bond Portfolio
                    and Partners Portfolio; OCC Accumulation Trust -- Global
                    Equity Portfolio, Managed Portfolio and Small Cap Portfolio.
                    Each 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
<PAGE>
                    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.
 
                    RIGHT-TO-EXAMINE PERIOD: The period of time following the
                    issuance of the Policy during which the Owner may return the
                    Policy and receive a refund of premiums paid, the latest of
                    (a) 10 days after the Policy is received, unless otherwise
                    stipulated by state law requirements, (b) 10 days after the
                    Company mails or personally delivers a Notice of Withdrawal
                    Right to the Owner, or (c) 45 days after the application for
                    the Policy is signed.
 
   
                    SETTLEMENT OPTION(S): Several ways in which the Beneficiary
                    may receive a Death Benefit, or in which the Owner 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
<PAGE>
                    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.
 
<TABLE>
<S>            <C>
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"). Premium Payments are
               refundable during the Right-to-Examine Period.
</TABLE>
 
                                                                               5
<PAGE>
<TABLE>
<S>            <C>
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 Initial
               Premium Payment will not be allocated to the
               Variable Account until three days following the
               expiration of the Right-to-Examine Period. 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. No allocation can be made
               which would result in a Sub-Account value of
               less than $50 or a Fixed Account value of less
               than $2,500. Further, at this time, no more
               than 18 Sub-Accounts may be opened during the
               life of the Policy. The Company may expand this
               number at a future date. 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.
</TABLE>
 
<TABLE>
<S>                   <C>
CHARGES               There is a 3.5% premium load on all Premium Payments.
AND FEES              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 deductions 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 pages 10 and 11 of this Prospectus.
</TABLE>
 
   
                    A transaction fee of $25 is imposed for each partial
                    surrender 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. Connecticut
                    General Corporation is the holding company of various
                    insurance companies, one of which is Connecticut General
                    Life Insurance Company.
 
6
<PAGE>
                    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 $100 million covers all of the officers and
                    employees of the Company.
 
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 ("1940 Act"). Such registration
                    does not involve supervision of the Variable Account or the
                    Company's management or investment practices or policies by
                    the Commission. The Company does not guarantee the Variable
                    Account's investment performance.
    
 
                    The Company has several other separate accounts registered
                    as unit investment trusts with the Commission for the
                    purpose of funding the variable annuity contracts and
                    variable life insurance policies of the Company.
 
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 ("Fidelity VIP"), and
                        Variable Insurance Products Fund II ("Fidelity VIP II"),
                        managed by Fidelity Management & Research Company and
                        distributed by Fidelity Distribution Corporation, 82
                        Devonshire Street, Boston, MA 02103;
    
 
                                                                               7
<PAGE>
                        MFS-Registered Trademark- Variable Insurance Trust ("MFS
                        Trust"), managed by Massachusetts Financial Services
                        Company and distributed by MFS Fund Distributors, Inc.,
                        500 Boylston Street, Boston, MA 02116;
 
   
                        Neuberger & Berman Advisers Management Trust ("AMT
                        Trust"), managed and distributed by Neuberger & Berman
                        Management Incorporated, 605 Third Avenue, 2nd Floor,
                        New York, NY 10158-0006;
    
 
   
                        OCC Accumulation Trust ("OCC Trust") (formerly Quest for
                        Value Accumulation Trust), managed by OpCap Advisors
                        (formerly Quest for Value Advisors) and distributed by
                        OCC Distributors (formerly Quest for Value
                        Distributors), One World Financial Center, New York, NY
                        10281.
    
 
                    Four Funds of ALGER Trust are available under the Policies:
 
                        Alger American Growth Portfolio;
                        Alger American Leveraged AllCap Portfolio;
                        Alger American MidCap Growth Portfolio;
                        Alger American Small Capitalization Portfolio.
 
   
                    One Fund of FIDELITY VIP is available under the Policies:
    
 
   
                        Equity-Income Portfolio ("Fidelity VIP Equity-Income
                    Portfolio").
    
 
   
                    Two Funds of FIDELITY VIP II are available under the
                    Policies:
    
 
   
                        Asset Manager Portfolio ("Fidelity VIP II Asset Manager
                    Portfolio");
                        Investment Grade Bond Portfolio ("Fidelity VIP II
                    Investment Grade 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 AMT Trust are available under the Policies:
 
                        Balanced Portfolio;
                        Limited Maturity Bond Portfolio;
                        Partners Portfolio.
 
                    Three Funds of OCC Trust are available under the Policies:
 
                        Global Equity Portfolio;
                        Managed Portfolio;
                        Small Cap Portfolio.
 
                    The investment advisory fees charged the Funds by their
                    advisers are shown on pages 10 and 11 of this Prospectus.
 
                    There follows a brief description of the investment
                    objective and program of each Fund. There can be no
                    assurance that any of the stated investment objectives will
                    be achieved.
 
                    ALGER AMERICAN GROWTH PORTFOLIO (Large Cap Stocks): Seeks
                    long-term capital appreciation by investing in a
                    diversified, actively managed portfolio of equity
                    securities, primarily of companies with total market
                    capitalization of $1 billion or greater.
 
                    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO (Large Cap
                    Stocks): Seeks long-term capital appreciation by investing
                    in a diversified, actively managed portfolio of equity
                    securities, with the ability to engage in leveraging (up to
                    one-third of assets) and options and futures transactions.
 
   
                    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO (Midcap Cap Stocks):
                    Seeks long-term capital appreciation by investing in a
                    diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the S & P MidCap 400 Index.
    
 
                    ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO (Small Cap
                    Stocks): Seeks long-term capital appreciation by investing
                    in a diversified, actively managed portfolio of equity
 
8
<PAGE>
   
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the Russell 2000 Growth Index or the S&P SmallCap 600
                    Index.
    
 
   
                    FIDELITY VIP II ASSET MANAGER PORTFOLIO (Balanced or Total
                    Return): Seeks high total return with reduced risk over the
                    long-term by allocating its assets among domestic and
                    foreign stocks, bonds and short-term fixed-income
                    instruments.
    
 
   
                    FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO (Fixed
                    Income - Intermediate Term Bonds): Seeks as high a level of
                    current income as is consistent with the preservation of
                    capital by investing in a broad range of investment-grade
                    fixed-income securities.
    
 
   
                    FIDELITY VIP EQUITY-INCOME PORTFOLIO (Large Cap Stocks):
                    Seeks reasonable income by investing primarily in
                    income-producing equity securities, with some potential for
                    capital appreciation, seeking a yield that exceeds the
                    composite yield on the securities comprising the Standard
                    and Poor's Composite Index of 500 Stocks.
    
 
                    MFS TOTAL RETURN SERIES (Balanced or Total Return): Seeks
                    primarily to obtain above-average income (compared to a
                    portfolio invested entirely in equity securities),
                    consistent with the prudent employment of capital, and
                    secondarily to provide a reasonable opportunity for growth
                    of capital and income.
 
                    MFS UTILITIES SERIES (Specialty): Seeks capital growth and
                    current income (income above that available from a portfolio
                    invested entirely in equity securities) by investing, under
                    normal circumstances, at least 65% of its assets in equity
                    and debt securities of utility companies.
 
                    MFS WORLD GOVERNMENTS SERIES (International Fixed Income):
                    Seeks not only preservation, but also growth, of capital
                    together with moderate current income through a
                    professionally managed, internationally diversified
                    portfolio consisting primarily of debt securities and to a
                    lesser extent equity securities.
 
   
                    NEUBERGER&BERMAN AMT BALANCED PORTFOLIO (Balanced or Total
                    Return): Seeks long-term capital growth and reasonable
                    current income without undue risk to principal.
    
 
   
                    NEUBERGER&BERMAN AMT LIMITED MATURITY BOND PORTFOLIO (Short
                    to Intermediate Term Bonds): Seeks the highest current
                    income consistent with low risk to principal and liquidity;
                    and secondarily, total return.
    
 
   
                    NEUBERGER&BERMAN AMT PARTNERS PORTFOLIO (Large Cap Stocks):
                    Seeks capital growth. Invests principally in common stocks
                    of medium to large capitalization established companies,
                    using the value-oriented investment approach. The Portfolio
                    seeks capital growth through an investment approach that is
                    designed to increase capital with reasonable risk. The
                    portfolio manager seeks securities believed to be
                    undervalued based on strong fundamentals such as low
                    price-to-earnings ratios, consistent cash flow, and support
                    from asset values.
    
 
                    OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
                    long-term capital appreciation through a global investment
                    strategy primarily involving equity securities.
 
                    OCC MANAGED PORTFOLIO (Balanced or Total Return): Seeks
                    growth of capital over time through investment in a
                    portfolio of common stocks, bonds and cash equivalents, the
                    percentage of which will vary based on management's
                    assessments of relative investment values.
 
                    OCC SMALL CAP PORTFOLIO (Small Cap Stocks): Seeks capital
                    appreciation through investments in a diversified portfolio
                    of equity securities of companies with market
                    capitalizations of under $1 billion.
 
   
                    The Neuberger&Berman AMT Partners Portfolio,
                    Neuberger&Berman Limited Maturity Bond Portfolio, Fidelity
                    VIP Equity-Income Portfolio, Fidelity VIP II Asset Manager
                    Portfolio, Fidelty VIP High Income Portfolio, Fidelity VIP
                    Overseas Portfolio, MFS Total Return Series, MFS Utilities
                    Series, MFS World Governments Series, OCC Global Equity
                    Portfolio, OCC Managed Portfolio, and the OCC Small Cap
                    Portfolio funds may invest in non-investment grade, high
                    yield, high-risk debt securities (commonly referred to as
                    "junk bonds"), as detailed in the individual Fund
                    prospectuses.
    
 
                                                                               9
<PAGE>
EXPENSE DATA
 
The purpose of the following Table is to help Purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by Purchasers assuming that all Net Premium Payments are allocated
to the Variable Account. The table reflects expenses of the Variable Account as
well as of the individual Funds underlying the Variable Sub-Accounts. The
Mortality and Expense Risk Charge shown is the currently charged rate during the
first ten Policy Years. It currently declines to .25% per year thereafter and is
guaranteed not to exceed .90% per year.
 
                                   FEE TABLE
 
   
<TABLE>
<CAPTION>
                                                                                                FIDELITY VARIABLE INSURANCE
                                                                                                      PRODUCTS FUNDS
                                                                                             ---------------------------------
                                              ALGER AMERICAN FUND                                                     VIP II
                     ----------------------------------------------------------------------    VIP II        VIP     INVESTMENT
                                         ALGER AMERICAN    ALGER AMERICAN   ALGER AMERICAN      ASSET      EQUITY-     GRADE
                      ALGER AMERICAN        LEVERAGED       MIDCAP GROWTH      SMALL CAP       MANAGER     INCOME      BOND
                     GROWTH PORTFOLIO   ALLCAP PORTFOLIO      PORTFOLIO        PORTFOLIO      PORTFOLIO   PORTFOLIO  PORTFOLIO
                     -----------------  -----------------  ---------------  ---------------  -----------  ---------  ---------
<S>                  <C>                <C>                <C>              <C>              <C>          <C>        <C>
SEPARATE ACCOUNT
 ANNUAL EXPENSES
Mortality and
 Expense Risk
 Charge.............        0.45%              0.45%             0.45%            0.45%         0.45%        0.45%      0.45%
Total Separate
 Account Annual
 Expenses...........        0.45%              0.45%             0.45%            0.45%         0.45%        0.45%      0.45%
FUND PORTFOLIO
 ANNUAL EXPENSES
Management Fees.....        0.75%              0.85%             0.80%            0.85%         0.64%        0.51%      0.45%
Other Expenses......        0.04%              0.24%             0.04%            0.03%         0.10%        0.07%      0.13%
Total Fund Portfolio
 Annual Expenses....        0.79%              1.09%(1)          0.84%            0.88%         0.74%(2)     0.58%(2)    0.58%
</TABLE>
    
 
   
<TABLE>
<S>  <C>
<FN>
- ------------------------
(1)  Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
     is 0.03% of interest expense.
 
(2)  A portion of the brokerage commissions that certain funds paid was used to
     reduce funds expenses. In addition, certain funds have entered into
     arrangements with their custodian and transfer agent whereby interest
     earned on uninvested cash balances was used to reduce custodian and
     transfer agent expenses. Including these reductions, Total Fund Portfolio
     Annual Expenses would have been 0.73% for the VIP II Asset Manager
     Portfolio and 0.56% for the VIP Equity-Income Portfolio.
</TABLE>
    
 
10
<PAGE>
The table does not reflect the monthly deductions for the cost of insurance and
any riders, nor does it reflect the monthly deduction of $15 during the first
Policy Year, and currently, $5 thereafter for administrative expenses. The
information set forth should be considered together with the information
provided in this Prospectus under the heading "Charges and Fees", and in each
Fund's Prospectus. All expenses are expressed as a percentage of average account
value.
 
   
<TABLE>
<CAPTION>
     MFS VARIABLE INSURANCE TRUST                   NEUBERGER&BERMAN
- ---------------------------------------       ADVISERS MANAGEMENT TRUST (5)              OCC ACCUMULATION TRUST
    MFS                                   -------------------------------------   -------------------------------------
   TOTAL          MFS        MFS WORLD                   LIMITED                     GLOBAL
  RETURN       UTILITIES    GOVERNMENTS   BALANCED      MATURITY       PARTNERS      EQUITY      MANAGED     SMALL CAP
  SERIES        SERIES        SERIES      PORTFOLIO  BOND PORTFOLIO    PORTFOLIO   PORTFOLIO     PORTFOLIO   PORTFOLIO
- -----------   -----------   -----------   --------   ---------------   --------   ------------   --------   -----------
<S>           <C>           <C>           <C>        <C>               <C>        <C>            <C>        <C>
 
   0.45%         0.45%         0.45%        0.45%         0.45%          0.45%        0.45%        0.45%       0.45%
   0.45%         0.45%         0.45%        0.45%         0.45%          0.45%        0.45%        0.45%       0.45%
 
   0.75%         0.75%         0.75%        0.85%(6)      0.65%(6)       0.84%(6)     0.80%        0.80%       0.80%
   0.25%(4)      0.25%(4)      0.25%(4)     0.24%         0.13%          0.11%        0.63%        0.10%       0.22%
   1.00%(3)      1.00%(3)      1.00%(3)     1.09%         0.78%          0.95%        1.43%(7)     0.90%(7)    1.02%(7)
</TABLE>
    
 
   
<TABLE>
<S>  <C>
- ------------------------
(3)  The Adviser has agreed to bear expenses for each Series, subject to
     reimbursement by each Series, such that each Series' "Other Expenses" shall
     not exceed 0.25% of the average daily net assets of the Series during the
     current fiscal year. Otherwise, "Other Expenses" for the Total Return
     Series, Utilities Series and World Government Series would be 1.35%, 2.00%
     and 1.28% respectively, and "Total Fund Portfolio Annual Expenses" would be
     2.10% 2.75% and 2.03% respectively, for these Series. See "Information
     Concerning Shares of Each Series--Expenses."
(4)  Each Series has an expense offset arrangement which reduces the Series'
     custodian fee based upon the amount of cash maintained by the Series with
     its custodian and dividend disbursing agent, and may enter into other such
     arrangements and directed brokerage arrangements (which would also have the
     effect of reducing the Series' expenses). Any such fee reductions are not
     reflected under "Other Expenses".
(5)  Neuberger&Berman Advisers Management Trust is divided into portfolios
     ("Portfolios"), each of which invests all of its net investable assets in a
     corresponding series ("Series") of Advisers Managers Trust.
(6)  The figures reported here are "Management and Administration Fees" which
     include the aggregate of the administration fees paid by the Portfolio and
     the management fees paid by its corresponding Series. Similarly, "Other
     Expenses" includes all other expenses of the Portfolio and its
     corresponding Series.
(7)  The annual expenses of OCC Accumulation Trust Portfolios (the "Portfolios")
     as of December 31, 1996 have been restated to reflect new management fee
     and expense limitation arrangements in effect as of May 1, 1996.
     Additionally, Other Expenses are shown gross of certain expense offsets
     afforded the Portfolios which effectively lowered overall custody expenses.
     Effective May 1, 1996, the expenses of the Portfolios were contractually
     limited by OpCap Advisors so that their respective annualized operating
     expenses (net of any expense offsets) do not exceed 1.25% of their
     respective average daily net assets. Furthermore, through December 31,
     1997, the annualized operating expenses of the Managed and Small Cap
     Portfolios will be voluntarily limited by OpCap Advisors so that annualized
     operating expenses (net of any expense offsets) of these Portfolios do not
     exceed 1.00% of their respective average daily net assets. Without such
     contractual and voluntary expense limitations and without giving effect to
     any expense offsets, the Management Fees, Other Expenses and Total
     Portfolio Annual Expenses incurred for the fiscal year ended December 31,
     1996 would have been: .80%, 1.04% and 1.84%, respectively, for the Global
     Equity Portfolio; .80%, .10% and .90%, respectively, for the Managed
     Portfolio; and .80%, .26% and 1.06%, respectively, for the Small Cap
     Portfolio.
</TABLE>
    
 
                                                                              11
<PAGE>
                    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.")
 
                    Required premium levels will vary based on market
                    performance. In a prolonged market downturn, affecting all
                    Sub-Accounts, additional Premium Payments may be necessary
                    to maintain the level of coverage or to avoid lapsing of the
                    Policy. Review of periodic contract statements is strongly
                    suggested to determine appropriate premium requirements.
 
                    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.
 
12
<PAGE>
                    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.
 
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 in "Payment of Death
                    Benefit" 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 Annuity & Variable Life
                    Services 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
 
                                                                              13
<PAGE>
                    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
                    Death Benefit 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.
 
                    PAYMENT OF DEATH BENEFIT
 
                    The Death Benefit under the Policy will be paid in a lump
                    sum within seven days after receipt at the Annuity &
                    Variable Life Services 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
</TABLE>
 
14
<PAGE>
<TABLE>
<CAPTION>
  INSURED'S      CORRIDOR        INSURED'S       CORRIDOR
ATTAINED AGE    PERCENTAGE     ATTAINED AGE     PERCENTAGE
- -------------  -------------  ---------------  -------------
<S>            <C>            <C>              <C>
     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>
 
                    CHANGES IN SPECIFIED AMOUNT
 
                    Changes in the Specified Amount of a Policy can be made by
                    submitting a written request to the Annuity & Variable Life
                    Services 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 Annuity & Variable Life Services
                    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
 
                                                                              15
<PAGE>
                    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").
 
                    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 must be in whole
                    percentages. No allocation can be made which would result in
                    a Sub-Account of less than $50 or a Fixed Account value of
                    less than $2,500. Further, at this time, no more than 18
                    Sub-Accounts may be opened during the life of the Policy.
                    The Company may expand this number at a future date. 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 Net Premium Payments may be
                    changed at any time free of charge. Any new allocation will
                    apply to Premium Payments made more than one week
 
16
<PAGE>
                    after the Company receives the notice of the new allocation.
                    Any new allocation is subject to the same requirements as
                    the initial allocation. The Company may, at its sole
                    discretion, waive minimum premium allocation requirements.
 
                    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 Annuity & Variable Life Services 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 Annuity &
                    Variable Life Services 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 Sub-Accounts 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
                    Annuity & Variable Services Center. Transfer requests must
                    be received by the Variable Products Center by 4:00 Eastern
                    Time in order to be effective that day. 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 Sub-Account's
                    investment policies and related risks before allocating
                    money to the Sub-Accounts. See pages 9-13 of this
                    Prospectus.
 
                    The Company, at its sole discretion, may waive minimum
                    balance requirements on the Sub-Accounts.
 
                    OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAM
 
                    The Owner may elect to enroll in either of the following
                    programs. However, both programs cannot be in effect at the
                    same time.
 
                    DOLLAR COST AVERAGING
 
                    Dollar Cost Averaging is a program which, if elected by the
                    Owner, systematically allocates specified dollar amounts
                    from the Fixed Account to one or more of the Contract's
                    Variable Account Sub-Accounts at regular intervals as
                    selected by the Owner.
 
                                                                              17
<PAGE>
                    By allocating on a regularly scheduled basis as opposed to
                    allocating the total amount at one particular time, an Owner
                    may be less susceptible to the impact of market
                    fluctuations.
 
   
                    Dollar Cost Averaging may be elected by establishing a Fixed
                    Account value of at least $1,000. The minimum amount per
                    month to allocate is $50 (subject to the 18 Sub-Account
                    Limitation described under "Allocation of Net Premium
                    Payments" above). Enrollment in this program may occur at
                    any time by calling the Annuity & Variable Life Services
                    Center or by providing the information requested on the
                    Dollar Cost Averaging election form to the Company, and
                    provided that sufficient value is in the Fixed Account.
                    Transfers to the Fixed Account are not permitted under
                    Dollar Cost Averaging. The Company may, at its sole
                    discretion, waive Dollar Cost Averaging minimum deposit and
                    transfer requirements.
    
 
                    Dollar Cost Averaging will terminate when any of the
                    following occurs: (1) the number of designated transfers has
                    been completed; (2) the value of the Fixed Account is
                    insufficient to complete the next transfer; (3) the Owner
                    requests termination by telephone or in writing and such
                    request is received at least one week prior to the next
                    scheduled transfer date to take effect that month; or (4)
                    the Policy is surrendered.
 
                    There is no current charge for Dollar Cost Averaging but the
                    Company reserves the right to charge for this program.
 
                    AUTOMATIC REBALANCING
 
   
                    Automatic Rebalancing is an option which, if elected by the
                    Owner, on the initial application, or thereafter by calling
                    the Annuity Variable Life Services Center, periodically
                    restores to a pre-determined level the percentage of Policy
                    Value allocated to each Sub-Account (e.g. 20% Balanced, 50%
                    Growth, 30% Utilities). This pre-determined level will be
                    the allocation initially selected on the application, unless
                    subsequently changed. The Automatic Rebalancing allocation
                    may be changed at any time by submitting a written request
                    to the Company or by calling the Annuity & Variable Life
                    Services Center.
    
 
                    If Automatic Rebalancing is elected, all Net Premium
                    Payments allocated to the Sub-Accounts must be subject to
                    Automatic Rebalancing. The Fixed Account is not available
                    for Automatic Rebalancing.
 
   
                    Automatic Rebalancing may take place on either a quarterly,
                    semi-annual or annual basis, as selected by the Owner. Once
                    Automatic Rebalancing is activated, any Sub-Account
                    transfers executed outside of the rebalancing option will
                    terminate the Automatic Rebalancing. Any subsequent premium
                    payment or withdrawal that modifies the net account balance
                    within each Sub-Account may also cause termination of the
                    Automatic Rebalancing. Any such termination will be
                    confirmed to the Owner. The Owner may terminate the
                    Automatic Rebalancing or re-enroll at any time by calling or
                    writing the Annuity & Variable Life Services Center.
    
 
                    There is no current charge for Automatic Rebalancing but the
                    Company reserves the right to charge for this program.
 
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. The 2.35% portion of this
                    deduction for premium taxes may be higher or lower than the
                    actual tax imposed by the applicable jurisdiction; it is in
                    the mid-range of state premium taxes,
 
18
<PAGE>
                    which range from 1.75% to 5.0%. The Company estimates 1.15%
                    of each Premium Payment will be used to meet federal income
                    tax liabilities attributable to the treatment of deferred
                    acquisition costs.
 
                    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
    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
 
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
    30         0.14419    0.11251    0.13752
    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
</TABLE>
 
                                                                              19
<PAGE>
<TABLE>
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
    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
    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
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
    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.
 
                    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.
 
20
<PAGE>
                    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.
 
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"). 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.
 
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
 
                                                                              21
<PAGE>
                    be credited to the Policy as of the end of the Valuation
                    Period in which it is received at the Annuity & Variable
                    Life Services 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".
 
22
<PAGE>
SURRENDERS
 
                    PARTIAL SURRENDERS
 
                    A partial surrender may be made at any time by written
                    request to the Annuity & Variable Life Services 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 Annuity & Variable Life
                    Services 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 AND TRANSFERS
 
                    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 or transfer 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 payment or transfer
                    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
 
                                                                              23
<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 Annuity & Variable
                    Life Services 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
 
24
<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
                    Annuity & Variable Life Services 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,
                    within 10 days after the Company mails or personally
                    delivers a Notice of Withdrawal Right to the Owner, 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
 
                                                                              25
<PAGE>
                    of 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
                    Annuity & Variable Life Services 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 Annuity &
                    Variable Life Services 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
                    Annuity & Variable Life Services 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
 
26
<PAGE>
                    Accumulation Value under the new Policy will be equal to the
                    Accumulation Value under the old Policy on the date the
                    exchange request is received. The 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. If the Accumulation Value is insufficient to
                    support the Death Benefit, the Policy Owner will be required
                    to make additional Premium Payments in order to effect the
                    exchange. 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
 
                                                                              27
<PAGE>
                    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.
 
                    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.
 
28
<PAGE>
                    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.
 
                    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 Mr. Jones, Mr. Pacy and Dr.
                    Schaffer. Prior to February 1994, Mr. Jones was Executive
                    Vice President, Chief Administrative Officer, Chief
                    Operating Officer and Director, NAC Re Corporation and NAC
                    Reinsurance Corporation (Chief Operating Officer of NAC Re
                    Corporation beginning June 1993). Prior to January 1995, Mr.
                    Pacy was Senior Manager - IT Infrastructure and Technology
                    Management Officer, Digital Equipment Corporation. Prior to
                    May 1993, Dr. Schaffer was Vice President, Professional
                    Affairs, Aetna Health Plans, Aetna Life & Casualty.
    
 
                                                                              29
<PAGE>
 
   
<TABLE>
<CAPTION>
                                       POSITIONS AND OFFICES
       NAME AND ADDRESS                  WITH THE COMPANY
- ------------------------------  -----------------------------------
<S>                             <C>
Thomas C. Jones                 President
                                (Principal Executive Officer)
Bradley K. Miller               Assistant Vice President and
                                Actuary
                                (Principal Financial Officer)
Robert Moose                    Vice President
                                (Principal Accounting Officer)
David C. Kopp                   Corporate Secretary
Andrew G. Helming               Secretary
Stephen C. Stachelek            Vice President and Treasurer
H. Edward Hanway                Director and Chairman of the Board
Harold W. Albert                Director
Robert W. Burgess               Director
John G. Day                     Director and Chief Counsel
Joseph M. Fitzgerald            Director and Senior Vice President
Carol M. Olsen                  Director and Senior Vice President
John E. Pacy                    Director and Senior Vice President
Arthur C. Reeds, III            Director and Senior Vice President
Patricia L. Rowland             Director and Senior Vice President
W. Allen Schaffer, M.D.         Director and Senior Vice President
Marc L. Preminger               Director, Senior Vice President and
                                Chief Financial Officer
</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"), located at 900 Cottage Grove Road, Bloomfield,
                    CT 06002. 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.
 
30
<PAGE>
                    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.
 
                    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 Connecticut Department of Insurance.
                    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 reports containing
                    financial statements for the Variable Account and annual and
                    semi-annual reports of the Funds 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.
 
                                                                              31
<PAGE>
                    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.
 
                    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, 1996 and 1995 and
                    for each of the three years in the period ended December 31,
                    1996 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. Price Waterhouse LLP's consent
                    to this reference to the firm as an "expert" is filed as an
                    exhibit to the registration statement of which this
                    Prospectus is a part.
    
 
                    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.
 
                    FINANCIAL STATEMENTS
 
   
                    There follow consolidated balance sheets of the Company and
                    its subsidiaries as of December 31, 1996 and 1995 and
                    related consolidated statements of income and retained
                    earnings and cash flows for the years ended December 31,
                    1996, 1995 and 1994. There also follow, for the Variable
                    Account, statements of assets and liabilities as of December
                    31, 1996 and related statements of operations for the period
                    ended December 31, 1996 and the statements of changes in net
                    assets for the periods ended December 31, 1996 and 1995.
    
 
   
                    The most current financial statements of the Company are
                    those as of the end of the most recent fiscal year. The
                    Company represents that there have been no adverse changes
                    in the financial condition or operations of the Company
                    between the end of 1996 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.
    
 
32
<PAGE>
 
                      One Financial Plaza              Telephone 860 240 2000
                      Hartford, CT 06103
 
PRICE WATERHOUSE LLP                                                   [LOGO]
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
February 11, 1997
 
The Board of Directors and Shareholder of
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, 1996 and
1995, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
 
             [SIG]
 
                                                                              33
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
            CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
 
(IN MILLIONS)
- -----------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                                           1996       1995       1994
- -----------------------------------------------------------------------------------------------------
 
<S>                                                                   <C>        <C>        <C>
REVENUES
Premiums and fees...................................................  $   5,314  $   4,998  $   4,960
Net investment income...............................................      3,199      3,138      2,805
Realized investment gains (losses)..................................         37         (7)        27
Other revenues......................................................          9          9          8
                                                                      ---------  ---------  ---------
    Total revenues..................................................      8,559      8,138      7,800
                                                                      ---------  ---------  ---------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses............................      6,069      5,892      5,574
Policy acquisition expenses.........................................        143        127         89
Other operating expenses............................................      1,477      1,358      1,363
                                                                      ---------  ---------  ---------
    Total benefits, losses and expenses.............................      7,689      7,377      7,026
                                                                      ---------  ---------  ---------
INCOME BEFORE INCOME TAXES..........................................        870        761        774
                                                                      ---------  ---------  ---------
Income taxes (benefits):
  Current...........................................................        394        301        220
  Deferred..........................................................        (81)       (44)        45
                                                                      ---------  ---------  ---------
    Total taxes.....................................................        313        257        265
                                                                      ---------  ---------  ---------
NET INCOME..........................................................        557        504        509
Dividends declared..................................................       (600)      (252)      (300)
Retained earnings, beginning of year................................      3,220      2,968      2,759
- -----------------------------------------------------------------------------------------------------
RETAINED EARNINGS, END OF YEAR......................................  $   3,177  $   3,220  $   2,968
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</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,                                                               1996       1995
- ------------------------------------------------------------------------------------------------
 
<S>                                                                         <C>        <C>
ASSETS
Investments:
  Fixed maturities, at fair value (amortized cost, $19,882; $20,147)......  $  20,816  $  22,162
  Mortgage loans..........................................................     10,152     10,218
  Equity securities, at fair value (cost, $59; $54).......................         41         66
  Policy loans............................................................      7,133      6,925
  Real estate.............................................................      1,025      1,158
  Other long-term investments.............................................        193        193
  Short-term investments..................................................        417        138
                                                                            ---------  ---------
      Total investments...................................................     39,777     40,860
Cash and cash equivalents.................................................         --         --
Accrued investment income.................................................        619        626
Premiums and accounts receivable..........................................        817        991
Reinsurance recoverables..................................................      1,303      1,258
Deferred policy acquisition costs.........................................        780        689
Property and equipment, net...............................................        276        319
Current income taxes......................................................         12         21
Deferred income taxes, net................................................        639        403
Goodwill..................................................................        488        503
Other assets..............................................................        249        149
Separate account assets...................................................     22,555     18,177
- ------------------------------------------------------------------------------------------------
      Total assets........................................................  $  67,515  $  63,996
- ------------------------------------------------------------------------------------------------
                                                                            --------------------
LIABILITIES
Contractholder deposit funds..............................................  $  29,621  $  29,762
Future policy benefits....................................................      8,187      8,547
Unpaid claims and claim expenses..........................................      1,170      1,151
Unearned premiums.........................................................        200         95
                                                                            ---------  ---------
      Total insurance and contractholder liabilities......................     39,178     39,555
Accounts payable, accrued expenses and other liabilities..................      1,808      1,872
Separate account liabilities..............................................     22,365     18,075
- ------------------------------------------------------------------------------------------------
      Total liabilities...................................................     63,351     59,502
- ------------------------------------------------------------------------------------------------
CONTINGENCIES -- NOTE 11
SHAREHOLDER'S EQUITY
Common stock (6 shares outstanding).......................................         30         30
Additional paid-in capital................................................        766        766
Net unrealized appreciation on investments................................        188        476
Net translation of foreign currencies.....................................          3          2
Retained earnings.........................................................      3,177      3,220
- ------------------------------------------------------------------------------------------------
      Total shareholder's equity..........................................      4,164      4,494
- ------------------------------------------------------------------------------------------------
      Total liabilities and shareholder's equity..........................  $  67,515  $  63,996
- ------------------------------------------------------------------------------------------------
                                                                            --------------------
</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)
- ---------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                                         1996       1995       1994
- ---------------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income........................................................  $     557  $     504  $     509
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Insurance liabilities...........................................         57        (90)      (249)
  Reinsurance recoverables........................................        (11)     1,201        282
  Premiums and accounts receivable................................         77         32       (188)
  Deferred income taxes, net......................................        (82)       (44)        45
  Other assets....................................................         43        (14)        68
  Accounts payable, accrued expenses, other liabilities and
   current income taxes...........................................       (113)       212       (192)
  Other, net......................................................       (149)        22        (24)
                                                                    ---------  ---------  ---------
    Net cash provided by operating activities.....................        379      1,823        251
                                                                    ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
  Fixed maturities -- available for sale..........................      1,589      1,070      1,389
  Fixed maturities -- held to maturity............................         --         --         12
  Mortgage loans..................................................        640        383        496
  Equity securities...............................................         13        119         41
  Real estate.....................................................        345        299        242
  Other (primarily short-term investments)........................      3,613      2,268      1,005
Investment maturities and repayments:
  Fixed maturities -- available for sale..........................      2,634        478        686
  Fixed maturities -- held to maturity............................         --      1,756      1,764
  Mortgage loans..................................................        630        420        194
Investments purchased:
  Fixed maturities -- available for sale..........................     (3,834)    (3,054)    (2,390)
  Fixed maturities -- held to maturity............................         --     (1,385)    (1,788)
  Mortgage loans..................................................     (1,300)    (1,908)      (882)
  Equity securities...............................................         (3)       (20)       (12)
  Policy loans....................................................       (207)    (2,129)    (1,614)
  Other (primarily short-term investments)........................     (3,930)    (2,334)    (1,093)
Other, net........................................................        (94)      (119)      (129)
                                                                    ---------  ---------  ---------
    Net cash provided by (used in) investing activities...........         96     (4,156)    (2,079)
                                                                    ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder deposit funds:
  Deposits and interest credited..................................      7,260      7,489      6,388
  Withdrawals and benefit payments................................     (7,135)    (4,985)    (4,216)
Dividends paid to Parent..........................................       (600)      (252)      (300)
Other, net........................................................         --          1         36
                                                                    ---------  ---------  ---------
      Net cash (used in) provided by financing activities.........       (475)     2,253      1,908
- ---------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents..............         --        (80)        80
Cash and cash equivalents, beginning of year......................         --         80         --
- ---------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year............................  $      --  $      --  $      80
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
Supplemental Disclosure of Cash Information:
  Income taxes paid, net of refunds...............................  $     385  $     211  $     411
  Interest paid...................................................  $       7  $       7  $       5
- ---------------------------------------------------------------------------------------------------
</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 -- DESCRIPTION OF BUSINESS
 
  Connecticut General Life Insurance Company and its subsidiaries (the Company)
provide insurance and related financial services throughout the United States
and in many locations worldwide. Principal products and services include group
life and health insurance, individual life insurance and annuity products, and
retirement and investment products and services. The Company is a wholly-owned
subsidiary of Connecticut General Corporation, which is an indirect wholly-owned
subsidiary of CIGNA Corporation (CIGNA).
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  A) BASIS OF PRESENTATION:  The consolidated financial statements include the
accounts of the Company and all significant subsidiaries. These consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles, and reflect management's estimates and assumptions, such
as those regarding medical costs and interest rates, that affect the recorded
amounts. Significant estimates used in determining insurance and contractholder
liabilities, related reinsurance recoverables, and valuation allowances for
investment assets are discussed throughout the Notes to Financial Statements.
Certain reclassifications have been made to prior years' amounts to conform with
the 1996 presentation.
 
  B) RECENT ACCOUNTING PRONOUNCEMENTS:  In 1996, the Company implemented
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS No. 121 requires write-down to fair value when long-lived assets to be held
and used are impaired. Long-lived assets to be disposed of, including real
estate held for sale, must be carried at the lower of cost or fair value less
costs to sell. Depreciation of assets to be disposed of is prohibited. The
effect of implementing SFAS No. 121 was not material to the Company.
 
  In 1993, the Company implemented SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which required that debt and equity
securities be classified into different categories and carried at fair value if
they are not classified as held-to-maturity. During the fourth quarter of 1995,
the Financial Accounting Standards Board (FASB) issued a guide to implementation
of SFAS No. 115, which permitted a one-time opportunity to reclassify securities
subject to SFAS No. 115. Consequently, the Company reclassified all held-to-
maturity securities to available-for-sale as of December 31, 1995. The non-cash
reclassification of these securities, which had an aggregate amortized cost of
$9.2 billion and fair value of $10.1 billion, resulted in an increase of
approximately $396 million, net of policyholder-related amounts and deferred
income taxes, in net unrealized appreciation included in Shareholder's Equity as
of December 31, 1995.
 
  In 1993, the FASB issued SFAS No. 114, "Accounting by Creditors for Impairment
of a Loan," which provides guidance on the accounting and disclosure for
impaired loans. In 1994, the FASB issued SFAS No. 118, "Accounting by Creditors
for Impairment of a Loan -- Income Recognition and Disclosures," which
eliminates the income recognition requirements of SFAS No. 114. The Company
adopted SFAS Nos. 114 and 118 in the first quarter of 1995, which resulted in a
$6 million increase in net income.
 
  C) FINANCIAL INSTRUMENTS:  In the normal course of business, the Company
enters into transactions involving various types of financial instruments,
including investments such as fixed maturities and equity securities and off-
balance-sheet financial instruments such as investment and loan commitments and
financial guarantees. These instruments are subject to risk of loss due to
interest rate and market fluctuations and most have credit risk. The Company
evaluates and monitors each financial instrument individually and, where
appropriate, uses certain derivative instruments or obtains collateral or other
forms of security to minimize risk of loss.
 
  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 value, except for
Mortgage Loans and Contractholder Deposit Funds (non-insurance products). For
these financial instruments, the fair value was not materially different from
the carrying amount as of December 31, 1996 and 1995. Fair values of off-balance
sheet financial instruments as of December 31, 1996 and 1995 were not material.
 
                                                                              37
<PAGE>
  Fair values 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.
 
  D) INVESTMENTS:  Investments in fixed maturities, which are classified as
available-for-sale, include bonds, asset-backed securities, including
collateralized mortgage obligations (CMOs), and redeemable preferred stocks.
Fixed maturities are carried at fair value, with unrealized appreciation or
depreciation included in Shareholder's Equity. Fixed maturities are considered
impaired and written down to fair value when a decline in value is considered to
be other than temporary.
 
  Mortgage loans are carried principally at unpaid principal balances, net of
valuation reserves. Mortgage loans are considered impaired when it is probable
that the Company will not collect all amounts according to the contractual terms
of the loan agreement. If impaired, a valuation reserve is utilized to record
any change in the fair value of the underlying collateral below the carrying
value of the mortgage loan.
 
  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. Net investment
income on such investments 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 any write-downs to fair value. Depreciation is
generally calculated using the straight-line method based on the estimated
useful lives of these assets.
 
  Real estate investments held for sale are generally those which are acquired
through the foreclosure of mortgage loans. The Company's policy is to
rehabilitate, re-lease and sell foreclosed properties, which generally takes two
to four years. At the time of foreclosure, properties are valued at fair value
less estimated costs to sell and reclassified from mortgage loans to real estate
held for sale. Subsequent to foreclosure, these investments are carried at the
lower of 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, with emphasis placed on the use of
discounted cash flow analyses and, in some cases, the use of third-party
appraisals. Effective with the implementation of SFAS No. 121, real estate held
for sale is no longer depreciated.
 
  Equity securities, which include common and non-redeemable preferred stocks,
are carried at fair value, with unrealized appreciation or depreciation included
in Shareholder's Equity. 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. Realized investment gains and
losses do not include amounts attributable to experience-rated pension
policyholders' contracts and participating life policies (policyholder share).
Realized investment gains and losses are based upon specific identification of
the investment assets.
 
  Unrealized investment gains and losses for investments carried at fair value
are included in Shareholder's Equity net of policyholder-related amounts and
deferred income taxes.
 
  See Note 3(F) for a discussion of the Company's accounting policies for
derivative financial instruments.
 
  E) CASH AND CASH EQUIVALENTS:  Short-term investments with a maturity of three
months or less at the time of purchase are reported as cash equivalents.
 
  F) REINSURANCE RECOVERABLES:  Reinsurance recoverables are estimates of
amounts to be received from reinsurers, including amounts under reinsurance
agreements with affiliated companies. Allowances are established for amounts
estimated to be uncollectible.
 
38
<PAGE>
  G) DEFERRED POLICY ACQUISITION COSTS:  Acquisition costs consist of
commissions, premium taxes and other costs, which vary with, and are primarily
related to, the production of revenues. Acquisition costs for universal life
products and contractholder deposit funds are deferred and amortized in
proportion to total estimated gross profits over the expected lives of the
contracts. Acquisition costs for annuity and other individual life insurance
products are deferred and amortized, generally in proportion to the ratio of
annual revenue to the estimated total revenues over the contract periods.
 
  Deferred policy acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income. If such costs are
estimated to be unrecoverable, they are expensed. If such costs are estimated to
be unrecoverable or are accelerated as a result of treating unrealized
investment gains and losses as though they had been realized, a deferred
acquisition cost valuation allowance may be established or adjusted, with a
comparable offset in net unrealized appreciation (depreciation).
 
  H) PROPERTY AND EQUIPMENT:  Property and equipment are carried at cost less
accumulated depreciation. When applicable, cost includes interest and real
estate taxes incurred during construction and other construction-related costs.
Depreciation is calculated principally on the straight-line method based on the
estimated useful lives of the assets. Accumulated depreciation was $427 million
and $387 million at December 31, 1996 and 1995, 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. Goodwill is amortized on
systematic bases over periods, not exceeding 40 years, that correspond with the
benefits estimated to be derived from the acquisitions. The Company evaluates
the carrying amount of goodwill by analyzing historical and estimated future
income and undiscounted estimated cash flows of the related businesses. Goodwill
is written down when impaired. Amortization periods are revised if it is
estimated that the remaining period of benefit of the goodwill has changed.
Accumulated amortization was $99 million and $84 million at December 31, 1996
and 1995, respectively.
 
  K) SEPARATE ACCOUNTS:  Separate account assets and liabilities are principally
carried at market value 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 revenues and expenses.
 
  L) CONTRACTHOLDER DEPOSIT FUNDS:  Liabilities for Contractholder Deposit Funds
consist of deposits received from customers and investment earnings on their
fund balances, less administrative charges and, for universal life fund
balances, mortality charges.
 
  M) FUTURE POLICY BENEFITS:  Future policy benefits are liabilities for life,
health and annuity products. Such liabilities are established in amounts
adequate to meet the estimated future obligations of policies in force. These
liabilities are computed using premium assumptions for group annuity policies
and the net level premium method for individual life 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 from 1 to 20 years. Mortality, morbidity,
and withdrawal assumptions are based on either the Company's own experience or
various actuarial tables.
 
  N) UNPAID CLAIMS AND CLAIM EXPENSES:  Liabilities for unpaid claims and claim
expenses are estimates of payments to be made on reported and incurred but not
reported insurance claims.
 
  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 consist 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.
 
                                                                              39
<PAGE>
  Q) TRANSLATION OF FOREIGN CURRENCIES:  Foreign operations primarily utilize
the local currencies as their functional currencies, and assets and liabilities
are translated at the rates of exchange as of the balance sheet date. The
translation gain or loss on such functional currencies, net of applicable taxes,
is generally reflected in Shareholder's Equity. Revenues and expenses are
translated at the average rates of exchange prevailing during the year.
 
  R) PREMIUM AND FEES, REVENUES AND RELATED EXPENSES:  Premiums for group life
and accident and health insurance are recognized as revenue on a pro-rata basis
over their contract periods. Benefits, losses and settlement expenses are
recognized when incurred.
 
  Premiums for individual life 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 settlement expenses are
matched with premiums.
 
  Revenues for universal life products consist of net investment income and
mortality, administration and surrender fees assessed against the fund balances
during the period. Net investment income represents investment income on assets
supporting universal life products and is recognized as earned. Fees for
mortality are recognized ratably over the policy year. Administration fees are
recognized as services are provided, and surrender charges are recognized as
earned. Benefit expenses for universal life products consist of benefit claims
in excess of fund balances, which are recognized when claims are filed, and
interest credited in accordance with contract provisions.
 
  Revenues for investment-related products consist of net investment income and
contract fees assessed against the fund balances during the period. Net
investment income represents investment income on assets supporting
investment-related products and is recognized as earned. Contract fees are based
upon related administrative expenses and are assessed ratably over the contract
year. Benefit expenses for investment-related products primarily consist of
interest credited in accordance with contract provisions.
 
  S) PARTICIPATING BUSINESS:  Certain life insurance policies contain dividend
payment provisions that enable the policyholder to participate in a portion of
the earnings of the Company's business. The participating insurance in force
accounted for approximately 7% of total insurance in force at December 31, 1996,
and 1995, and 5% at December 31, 1994.
 
  T) INCOME TAXES:  The Company and its domestic subsidiaries are included in
the consolidated United States federal income tax return filed by CIGNA. In
accordance with a tax sharing agreement with CIGNA, the provision for federal
income tax is computed as if the Company were filing a separate federal income
tax return, except that benefits arising from tax credits and net operating and
capital losses are allocated to those subsidiaries producing such attributes to
the extent they are utilized in CIGNA's consolidated federal income tax
provision.
 
  Deferred income taxes are generally recognized when assets and liabilities
have different values for financial statement and tax reporting purposes. See
Note 6 for additional information.
 
NOTE 3 -- INVESTMENTS
 
  A) FIXED MATURITIES:  Fixed maturities are net of cumulative write-downs of
$95 million and $103 million, including policyholder share, as of December 31,
1996 and 1995, respectively.
 
  The amortized cost and fair value by contractual maturity periods for fixed
maturities, including policyholder share, as of December 31, 1996 were as
follows:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
                                                                            Amortized       Fair
(IN MILLIONS)                                                                    Cost      Value
- ------------------------------------------------------------------------------------------------
<S>                                                                        <C>         <C>
Due in one year or less..................................................   $     936  $     955
Due after one year through five years....................................       5,252      5,419
Due after five years through ten years...................................       4,591      4,773
Due after ten years......................................................       3,301      3,702
Asset-backed securities..................................................       5,802      5,967
- ------------------------------------------------------------------------------------------------
Total....................................................................   $  19,882  $  20,816
- ------------------------------------------------------------------------------------------------
                                                                           ---------------------
</TABLE>
 
40
<PAGE>
  Actual maturities could differ from contractual maturities because issuers may
have the right to call or prepay obligations with or without call or prepayment
penalties. Also, the Company may extend maturities in some cases.
 
  Gross unrealized appreciation (depreciation) for fixed maturities, including
policyholder share, by type of issuer was as follows:
<TABLE>
<S>                                                <C>          <C>          <C>            <C>
- -----------------------------------------------------------------------------------------------------
                                                                   December 31, 1996
- -----------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                     Amortized   Unrealized     Unrealized       Fair
(IN MILLIONS)                                             Cost  Appreciation  Depreciation      Value
<S>                                                <C>          <C>          <C>            <C>
- -----------------------------------------------------------------------------------------------------
Federal government bonds.........................   $     475    $     160     $      --    $     635
State and local government bonds.................         174           13            (4)         183
Foreign government bonds.........................         121            6            --          127
Corporate securities.............................      13,310          742          (148)      13,904
Asset-backed securities..........................       5,802          226           (61)       5,967
- -----------------------------------------------------------------------------------------------------
Total............................................   $  19,882    $   1,147     $    (213)   $  20,816
- -----------------------------------------------------------------------------------------------------
<CAPTION>
                                                   --------------------------------------------------
</TABLE>
<TABLE>
<S>                                                <C>          <C>          <C>            <C>
- -----------------------------------------------------------------------------------------------------
                                                                   December 31, 1995
- -----------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                     Amortized   Unrealized     Unrealized       Fair
(IN MILLIONS)                                             Cost  Appreciation  Depreciation      Value
<S>                                                <C>          <C>          <C>            <C>
- -----------------------------------------------------------------------------------------------------
Federal government bonds.........................   $     503    $     300     $      --    $     803
State and local government bonds.................         207           24            (1)         230
Foreign government bonds.........................         131            9            (1)         139
Corporate securities.............................      13,773        1,427           (73)      15,127
Asset-backed securities..........................       5,533          371           (41)       5,863
- -----------------------------------------------------------------------------------------------------
Total............................................   $  20,147    $   2,131     $    (116)   $  22,162
- -----------------------------------------------------------------------------------------------------
<CAPTION>
                                                   --------------------------------------------------
</TABLE>
 
  Asset-backed securities include investments in CMOs as of December 31, 1996 of
$2.2 billion carried at fair value (amortized cost, $2.1 billion), compared with
$2.1 billion carried at fair value (amortized cost, $2.0 billion) as of December
31, 1995. Certain of these securities are backed by Aaa/AAA-rated government
agencies. All other CMO securities have high quality ratings through use of
credit enhancements provided by subordinated securities or mortgage insurance
from Aaa/AAA-rated insurance companies. CMO holdings are concentrated in
securities with limited prepayment, extension and default risk, such as planned
amortization class bonds. The Company's investments in interest-only and
principal-only CMOs, which are subject to interest rate risk due to accelerated
prepayments, represented approximately 0.1% and 1.9% of total CMO investments at
December 31, 1996 and 1995, respectively.
 
  At December 31, 1996, contractual fixed maturity investment commitments were
$93 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 approximately 75% will be disbursed in 1997.
 
  B) 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 75% 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)                                                                    1996       1995
- ------------------------------------------------------------------------------------------------
<S>                                                                         <C>        <C>
Mortgage Loans............................................................  $  10,152  $  10,218
                                                                            ---------  ---------
Real estate:
  Held for sale...........................................................        586        671
  Held for production of income...........................................        439        487
                                                                            ---------  ---------
Total real estate.........................................................      1,025      1,158
- ------------------------------------------------------------------------------------------------
Total.....................................................................  $  11,177  $  11,376
- ------------------------------------------------------------------------------------------------
                                                                            --------------------
</TABLE>
 
  At December 31, mortgage loans and real estate investments comprised the
following property types and geographic regions:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                    1996       1995
- ------------------------------------------------------------------------------------------------
<S>                                                                         <C>        <C>
Property type:
  Retail facilities.......................................................  $   4,453  $   4,327
  Office buildings........................................................      4,241      4,493
  Apartment buildings.....................................................      1,272      1,246
  Hotels..................................................................        665        711
  Other...................................................................        546        599
- ------------------------------------------------------------------------------------------------
Total.....................................................................  $  11,177  $  11,376
- ------------------------------------------------------------------------------------------------
                                                                            --------------------
Geographic region:
  Central.................................................................  $   3,452  $   4,032
  Pacific.................................................................      3,132      2,580
  Middle Atlantic.........................................................      1,920      1,951
  South Atlantic..........................................................      1,526      1,647
  New England.............................................................      1,147      1,166
- ------------------------------------------------------------------------------------------------
Total.....................................................................  $  11,177  $  11,376
- ------------------------------------------------------------------------------------------------
                                                                            --------------------
</TABLE>
 
MORTGAGE LOANS
 
  At December 31, 1996, scheduled mortgage loan maturities were as follows: 1997
- -- $.9 billion; 1998 -- $.7 billion; 1999 -- $1.3 billion; 2000 -- $1.5 billion;
2001 -- $1.2 billion; and $4.7 billion thereafter. Actual maturities could
differ from contractual maturities because borrowers may have the right to
prepay obligations with or without prepayment penalties; the maturity date may
be extended; and loans may be refinanced. During 1996 and 1995, the Company
refinanced at current market rates approximately $477 million and $379 million,
respectively, of its mortgage loans relating to borrowers that were unable to
obtain alternative financing.
 
  At December 31, 1996, contractual commitments to extend credit under
commercial mortgage loan agreements amounted to approximately $397 million, all
of which were at a fixed market rate of interest. These commitments expire
within six months, and are diversified by property type and geographic region.
 
  At December 31, 1996, the Company's impaired mortgage loans were $814 million,
including $442 million before valuation reserves totaling $94 million, and $372
million which had no valuation reserves. At December 31, 1995, the Company's
impaired mortgage loans were $838 million, including $447 million before
valuation reserves totaling $82 million, and $391 million which had no valuation
reserves.
 
42
<PAGE>
  During the year ended December 31, changes in reserves for impaired mortgage
loans, including policyholder share, were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                         1996       1995
- -----------------------------------------------------------------------------------------------------
<S>                                                                              <C>        <C>
Reserve balance -- January 1...................................................  $      82  $     127
Transfers to foreclosed real estate............................................        (29)       (27)
Charge-offs upon sales.........................................................        (19)       (33)
Net increase in valuation reserves.............................................         60         15
- -----------------------------------------------------------------------------------------------------
Reserve balance -- December 31.................................................  $      94  $      82
- -----------------------------------------------------------------------------------------------------
                                                                                 --------------------
</TABLE>
 
  During 1996 and 1995, impaired mortgage loans, before valuation reserves,
averaged approximately $852 million and $935 million, respectively. Interest
income recorded and cash received on these loans was approximately $73 million
and $71 million in 1996 and 1995, respectively.
 
REAL ESTATE
 
  During 1996, 1995 and 1994, non-cash investing activities included real estate
acquired through foreclosure of mortgage loans, which totaled $107 million, $144
million and $127 million, respectively.
 
  Valuation reserves and cumulative write-downs related to real estate,
including policyholder share, were $273 million and $310 million as of December
31, 1996 and 1995, respectively.
 
  Net income for 1996 included $19 million and $1 million for net investment
income and write-downs upon foreclosures, respectively, for real estate held for
sale.
 
  C) SHORT-TERM INVESTMENTS AND CASH EQUIVALENTS:  At December 31, 1996 and
1995, short-term investments and cash equivalents, in the aggregate, primarily
included debt securities, principally corporate securities of $418 million and
$203 million, respectively.
 
  D) NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS:  Unrealized
appreciation (depreciation) for investments carried at fair value as of December
31 was as follows:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                      1996       1995
- --------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>
Unrealized appreciation:
  Fixed maturities..........................................................  $   1,147  $   2,131
  Equity securities.........................................................          8         23
                                                                              ---------  ---------
                                                                                  1,155      2,154
                                                                              ---------  ---------
Unrealized depreciation:
  Fixed maturities..........................................................       (213)      (116)
  Equity securities.........................................................        (26)       (11)
                                                                              ---------  ---------
                                                                                   (239)      (127)
                                                                              ---------  ---------
Less policyholder-related amounts...........................................        610      1,279
                                                                              ---------  ---------
Shareholder net unrealized appreciation.....................................        306        748
Less deferred income taxes..................................................        118        272
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation.................................................  $     188  $     476
- --------------------------------------------------------------------------------------------------
                                                                              --------------------
</TABLE>
 
  Net unrealized appreciation for investments carried at fair value is included
as a separate component of Shareholder's Equity, net of policyholder-related
amounts and deferred income taxes. The net unrealized (depreciation)
appreciation for these investments, primarily fixed maturities, during 1996,
1995 and 1994 was ($288) million, $542 million and ($494) million, respectively.
 
  During 1995 and 1994, certain fixed maturities were carried at amortized cost
in the financial statements. The change in net unrealized appreciation
(depreciation) for such investments was ($14) million and ($1.2) billion during
1995 and 1994, respectively.
 
                                                                              43
<PAGE>
  E) NON-INCOME PRODUCING INVESTMENTS:  At December 31, the carrying values of
investments, including policyholder share, that were non-income producing during
the preceding 12 months were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                         1996       1995
- -----------------------------------------------------------------------------------------------------
<S>                                                                              <C>        <C>
Fixed maturities...............................................................  $      52  $      75
Mortgage loans.................................................................         14         17
Real estate....................................................................        172        234
- -----------------------------------------------------------------------------------------------------
Total..........................................................................  $     238  $     326
- -----------------------------------------------------------------------------------------------------
                                                                                 --------------------
</TABLE>
 
  F) DERIVATIVE FINANCIAL INSTRUMENTS:  The Company's investment strategy is to
manage the characteristics of investment assets, such as liquidity, currency,
yield and duration, to reflect the underlying characteristics of the related
insurance and contractholder liabilities, which vary among the Company's
principal product lines. In connection with this investment strategy, the
Company's use of derivative instruments, including interest rate and currency
swaps, purchased options and futures contracts, is limited to hedging
applications to minimize market risk.
 
  Hedge accounting treatment requires a probability of high correlation between
the changes in the market value or cash flows of the derivatives and the hedged
assets or liabilities. Under hedge accounting, the changes in market value or
cash flows of the derivatives and the hedged assets or liabilities are
recognized in net income in the same period. If the Company's use of derivatives
does not qualify for hedge accounting treatment, the derivative is recorded at
fair value and changes in its fair value are recognized in net income without
considering changes in the hedged asset or liability.
 
  The Company routinely monitors, by individual counterparty, exposure to credit
risk associated with swap and option contracts and diversifies the portfolio
among approved dealers of high credit quality. 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 and by monitoring legal developments.
 
  Underlying contract, notional or principal amounts associated with derivatives
at December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                         1996       1995
- -----------------------------------------------------------------------------------------------------
<S>                                                                              <C>        <C>
Interest rate swaps............................................................  $     335  $     508
Currency swaps.................................................................        275        335
Purchased options..............................................................        632         --
Futures........................................................................         45         22
- -----------------------------------------------------------------------------------------------------
</TABLE>
 
  Under interest rate swaps, the Company agrees with other parties to
periodically exchange the difference between variable rate and fixed rate asset
cash flows to provide stable returns for related liabilities. The Company uses
currency swaps (primarily Canadian dollars, pounds sterling and Swiss francs) to
match the currency of investments to that of the associated liabilities. Under
currency swaps, the parties exchange principal and interest amounts in two
relevant currencies using agreed-upon exchange amounts.
 
  The net interest cash flows from interest rate and currency swaps are
recognized currently as an adjustment to net investment income, and the fair
value of these swaps is reported as an adjustment to the related investments.
 
  Using purchased options to reduce the effect of changes in interest rates or
equity indexes on liabilities, the Company pays an up-front fee to receive cash
flows from third parties when interest rates or equity indexes vary from
specified levels. Purchased options that qualify for hedge accounting are
recorded consistent with the related liabilities, at amortized cost plus
adjustments based on current equity indexes, and income is reported as an
adjustment to benefit expense. Purchased options are reported in other assets,
and fees paid are amortized to benefit expense over their contractual periods.
Purchased options with underlying notional amounts of $112 million at December
31, 1996 that are designated as hedges, but do not qualify for hedge accounting,
are reported in other long-term investments at fair value with changes in fair
value recognized as realized investment gains and losses.
 
44
<PAGE>
  Interest rate futures are used to temporarily hedge against the changes in
market values of bonds and mortgage loans to be purchased or sold. Under futures
contracts, changes in the contract values are settled in cash daily with the
exchange on which the instrument is traded. These changes in contract values 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 are recognized in full as
realized investment gains and losses if investments are sold. Gains and losses
on futures contracts deferred in anticipation of investment purchases were
immaterial at December 31, 1996 and 1995.
 
  The effects of interest rate and currency swaps, purchased options and futures
on the components of net income for 1996, 1995 and 1994 were not material.
 
  As of December 31, 1996 and 1995, the Company's variable interest rate
investments consisted of approximately $1.3 billion and $1.4 billion of fixed
maturities, respectively. As of December 31, 1996 and 1995, the Company's fixed
interest rate investments consisted of $19.5 billion and $20.6 billion,
respectively, of fixed maturities, and $10.2 billion and $10.0 billion,
respectively, of mortgage loans.
 
  G) OTHER:  As of December 31, 1996 and 1995, the Company had no concentration
of investments in a single investee exceeding 10% of Shareholder's Equity.
 
NOTE 4 -- INVESTMENT INCOME AND GAINS AND LOSSES
 
  A) NET INVESTMENT INCOME:  The components of net investment income, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1996       1995       1994
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Fixed maturities....................................................  $   1,647  $   1,663  $   1,596
Equity securities...................................................         --         15         20
Mortgage loans......................................................        921        866        776
Policy loans........................................................        548        499        365
Real estate.........................................................        227        301        291
Other long-term investments.........................................         23         33         23
Short-term investments..............................................         35         46          8
                                                                      ---------  ---------  ---------
                                                                          3,401      3,423      3,079
Less investment expenses............................................        202        285        274
- -----------------------------------------------------------------------------------------------------
Net investment income...............................................  $   3,199  $   3,138  $   2,805
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
  Net investment income attributable to policyholder contracts, which is
included in the Company's revenues and is primarily offset by amounts included
in Benefits, Losses and Settlement Expenses, was approximately $1.8 billion for
1996 and 1995, and $1.5 billion for 1994 . Net investment income for separate
accounts, which is not reflected in the Company's revenues, was $1.1 billion,
$885 million and $693 million for 1996, 1995 and 1994, respectively.
 
  As of December 31, 1996, fixed maturities and mortgage loans on non-accrual
status, including policyholder share, were $160 million and $360 million,
including restructured investments of $88 million and $304 million,
respectively. As of December 31, 1995, fixed maturities and mortgage loans on
non-accrual status, including policyholder share, were $149 million and $523
million, including restructured investments of $105 million and $447 million,
respectively. If interest on these investments had been recognized in accordance
with their original terms, net income would have been increased by $15 million,
$18 million and $14 million in 1996, 1995 and 1994, respectively.
 
                                                                              45
<PAGE>
  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)                                                                     1996         1995         1994
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>          <C>          <C>
Realized investment gains (losses):
  Fixed maturities.......................................................   $      11    $     (10)   $       4
  Equity securities......................................................           1            5            2
  Mortgage loans.........................................................         (12)          (5)          --
  Real estate............................................................          15            4           15
  Other..................................................................          22           (1)           6
                                                                                  ---          ---          ---
                                                                                   37           (7)          27
Income tax expenses (benefits)...........................................          17           (2)          12
- ----------------------------------------------------------------------------------------------------------------
Net realized investment gains (losses)...................................   $      20    $      (5)   $      15
- ----------------------------------------------------------------------------------------------------------------
                                                                                           --------------------
</TABLE>
 
  Realized investment gains and losses include impairments in the value of
investments, net of recoveries, of $40 million, $27 million and $33 million in
1996, 1995 and 1994, respectively.
 
  Realized investment gains (losses) for separate accounts, which are not
reflected in the Company's revenues, were $305 million, $412 million and ($51)
million for the years ended December 31, 1996, 1995 and 1994, respectively.
Realized investment gains (losses) attributable to policyholder contracts, which
also are not reflected in the Company's revenues, were $82 million and ($6)
million for the years ended December 31, 1996 and 1995, respectively. There were
no realized investment gains (losses) attributable to policyholder contracts for
the year ended December 31, 1994.
 
  Sales of available-for-sale fixed maturities and equity securities, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                              1996       1995       1994
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Proceeds from sales.................................................  $   4,236  $   1,667  $   2,116
Gross gains on sales................................................  $     146  $      78  $      73
Gross losses on sales...............................................  $     (70) $     (53) $     (70)
- -----------------------------------------------------------------------------------------------------
</TABLE>
 
  Prior to the SFAS No. 115 reclassification described in Note 2(B), $171
million of fixed maturities classified as held-to-maturity, including
policyholder share, were transferred to the available-for-sale category in 1995
with no material effect on Shareholder's Equity.
 
NOTE 5 -- SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS
 
  The Connecticut Insurance Department (the Department) recognizes as net income
and surplus (shareholder's equity) those amounts determined in conformity with
statutory accounting practices prescribed or permitted by the Department, which
differ in certain respects from generally accepted accounting principles. As of
December 31, 1996, there were no permitted accounting practices utilized by the
Company that were materially different from those prescribed by the Department.
 
  Capital stock of the Company at December 31, 1996 and 1995 consisted of
5,978,322 shares of common stock authorized, issued and outstanding (par value
$5.00).
 
  The Company's statutory net income was $611 million, $390 million and $428
million for 1996, 1995 and 1994, respectively. Statutory surplus was $2.1
billion at December 31, 1996 and 1995. The Connecticut Insurance Holding Company
Act limits the amount of annual dividends or other distributions available to
shareholders of Connecticut insurance companies without the Department's prior
approval. During 1996, the Company paid a total of $600 million in dividends to
its Parent, of which $200 million received prior approval from the Department in
accordance with requirements. Under current law, the maximum dividend
distribution that may be made by the Company during 1997 without prior approval
is $629 million. The amount of restricted net assets as of December 31, 1996 was
approximately $3.5 billion.
 
46
<PAGE>
NOTE 6 -- INCOME TAXES
 
  The Company's net deferred tax asset of $639 million and $403 million as of
December 31, 1996 and 1995, respectively, reflects management's belief that the
Company's taxable income in future years will be sufficient to realize the net
deferred tax asset based on the Company's earnings history and its future
expectations. In determining the adequacy of future taxable income, management
considered the future reversal of its existing taxable temporary differences and
available tax planning strategies that could be implemented, if necessary.
 
  In accordance with the Life Insurance Company Income Tax Act of 1959, a
portion of the Company's statutory income was not subject to current income
taxation but was accumulated in an account designated Policyholders' Surplus
Account. Under the Tax Reform Act of 1984, no further additions may be made to
the Policyholders' Surplus Account for tax years ending after December 31, 1983.
The balance in the account of approximately $450 million at December 31, 1996
would result in a tax liability of $158 million only if distributed to the
shareholder or if the account balance exceeded a prescribed maximum. No income
taxes have been provided on this amount because, in management's opinion, the
likelihood that these conditions will be met is remote.
 
  CIGNA's federal income tax returns are routinely audited by the Internal
Revenue Service (IRS), and provisions are made in CIGNA's financial statements
in anticipation of the results of these audits.
 
  In management's opinion, adequate tax liabilities have been established for
all years.
 
  The tax effect of temporary differences which give rise to deferred income tax
assets and liabilities as of December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                      1996       1995
- -----------------------------------------------------------------------------------------------------
<S>                                                                              <C>        <C>
Deferred tax assets:
  Other insurance and contractholder liabilities...............................  $     387  $     324
  Employee and retiree benefit plans...........................................        177        176
  Investments, net.............................................................        228        225
  Other........................................................................         74         72
                                                                                       ---        ---
  Total deferred tax assets....................................................        866        797
                                                                                       ---        ---
Deferred tax liabilities:
  Policy acquisition expenses..................................................         21         25
  Depreciation.................................................................         88         97
  Unrealized appreciation on investments.......................................        118        272
                                                                                       ---        ---
  Total deferred tax liabilities...............................................        227        394
- -----------------------------------------------------------------------------------------------------
Net deferred income tax asset..................................................  $     639  $     403
- -----------------------------------------------------------------------------------------------------
                                                                                 --------------------
</TABLE>
 
  Total income taxes for the year ended December 31 were less than the amount
computed using the nominal federal income tax rate of 35% for the following
reasons:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                1996       1995       1994
- ----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>        <C>
Tax expense at nominal rate..............................................  $     305  $     266  $     271
Tax-exempt interest income...............................................         (5)        (6)        (7)
Dividends received deduction.............................................         (7)        (7)        (3)
Amortization of goodwill.................................................          4          4          4
Resolved federal tax audit issues........................................         --         --         (2)
Other....................................................................         16         --          2
- ----------------------------------------------------------------------------------------------------------
Total income taxes.......................................................  $     313  $     257  $     265
- ----------------------------------------------------------------------------------------------------------
                                                                           -------------------------------
</TABLE>
 
NOTE 7 -- PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS PLANS
 
  A) PENSION PLANS:  The Company provides retirement benefits to eligible
employees and agents. These benefits are provided through a plan sponsored by
CIGNA covering most domestic employees (the Plan) and by several separate
pension plans for various subsidiaries, agents and foreign employees.
 
                                                                              47
<PAGE>
  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 $26 million, $23 million and
$31 million in 1996, 1995 and 1994, respectively.
 
  The Plan, and several separate pension plans for various subsidiaries and
agents, had deposits with the Company totalling approximately $2.2 billion and
$2.0 billion at December 31, 1996 and 1995, respectively.
 
  B) OTHER POSTRETIREMENT BENEFITS PLANS:  In addition to providing pension
benefits, the Company provides certain health care and life insurance benefits
to retired employees, spouses and other eligible dependents through various
plans sponsored by CIGNA. A substantial portion of the Company's employees may
become eligible for these benefits upon retirement. CIGNA's contributions for
health care benefits depend upon a retiree's date of retirement, age, years of
service and other cost-sharing features, such as deductibles and coinsurance.
Under the terms of the benefit plans, benefit provisions and cost-sharing
features can be adjusted. In general, retiree health care benefits are not
funded by CIGNA, but are paid as covered expenses are incurred. Retiree life
insurance benefits are paid from plan assets or as covered expenses are
incurred.
 
  In 1996, CIGNA amended its health care plan for certain current and future
retirees effective January 1, 1997, whereby health benefits will be provided
primarily through CIGNA's managed care networks in exchange for a fixed
reimbursement amount per retiree from Medicare. The effect of the plan amendment
was to reduce CIGNA's other postretirement benefit liability by $110 million.
The reduction of the liability is being amortized into income over the average
remaining employee service period, approximately 17 years, through a reduction
of the expense for postretirement benefits other than pensions allocated to the
Company.
 
  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 $16 million for
1996, $20 million for 1995 and $28 million for 1994. The other postretirement
benefit liability included in Accounts Payable, Accrued Expenses and Other
Liabilities as of December 31, 1996 and 1995 was $424 million and $427 million,
including net intercompany payables of $40 million and $28 million,
respectively, for services provided by affiliates' employees.
 
  C) OTHER POSTEMPLOYMENT BENEFITS:  The Company provides certain salary
continuation (severance and disability), health care and life insurance benefits
to inactive and former employees, spouses and other eligible dependents through
various employee benefit plans sponsored by CIGNA.
 
  Although severance benefits accumulate with additional service, the Company
recognizes severance expense when severance is probable and the costs can be
reasonably estimated. Postemployment benefits other than severance generally do
not vest or accumulate; therefore, the estimated cost of benefits is accrued
when determined to be probable and estimable, generally upon disability or
termination. See Note 10 for additional information regarding severance accrued
as part of cost reduction initiatives.
 
  D) CAPITAL ACCUMULATION PLANS:  CIGNA sponsors various capital accumulation
plans in which employee contributions on a pre-tax basis (401(k)) are
supplemented by CIGNA matching contributions. Contributions are invested, at the
election of the employee, in one or more of the following investments: CIGNA
common stock fund, several non-CIGNA stock and bond portfolios and a
fixed-income fund. The Company's allocated expense for such plans totaled $16
million for 1996 and $14 million for each of 1995 and 1994.
 
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 characteristic of its reinsurers.
 
48
<PAGE>
  Failure of reinsurers to indemnify the Company, as a result of reinsurer
insolvencies and disputes, could result in losses. As of December 31, 1996 and
1995 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)                                                           1996       1995       1994
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
SHORT-DURATION CONTRACTS
Premiums and fees:
  Direct............................................................  $   3,709  $   3,374  $   3,419
  Assumed...........................................................        571        818        716
  Ceded.............................................................       (193)      (391)      (291)
- -----------------------------------------------------------------------------------------------------
Net earned premiums and fees........................................  $   4,087  $   3,801  $   3,844
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
 
LONG-DURATION CONTRACTS
Premiums and fees:
  Direct............................................................  $   1,228  $   1,189  $   1,068
  Assumed...........................................................        165        127        126
  Ceded.............................................................       (166)      (119)       (78)
- -----------------------------------------------------------------------------------------------------
Net earned premiums and fees........................................  $   1,227  $   1,197  $   1,116
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
  The effects of reinsurance on written premiums and fees for short-duration
contracts were not materially different from the amounts shown in the above
table. Benefits, losses and settlement expenses for 1996, 1995 and 1994 were net
of reinsurance recoveries of $359 million, $442 million and $415 million,
respectively.
 
NOTE 9 -- LEASES AND RENTALS
 
  Rental expenses for operating leases, principally with respect to buildings,
amounted to $68 million, $60 million and $62 million in 1996, 1995 and 1994,
respectively.
 
  As of December 31, 1996, future net minimum rental payments under
non-cancelable operating leases were $128 million, payable as follows: 1997 -
$42 million; 1998 - $31 million; 1999 - $27 million; 2000 - $13 million; 2001 -
$6 million; and $9 million thereafter.
 
NOTE 10 -- SEGMENT INFORMATION
 
  The Company operates principally in three segments: Employee Life and Health
Benefits, Employee Retirement and Savings Benefits, and Individual Financial
Services. Other Operations consists principally of the results of the Company's
settlement annuity business.
 
                                                                              49
<PAGE>
  Summarized financial information with respect to the business segments for the
year ended and as of December 31 was as follows:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                        1996       1995       1994
- --------------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>        <C>
REVENUES
Employee Life and Health Benefits................................  $   4,510  $   4,243  $   4,194
Employee Retirement and Savings Benefits.........................      1,899      1,914      1,887
Individual Financial Services....................................      1,950      1,800      1,546
Other Operations.................................................        200        181        173
- --------------------------------------------------------------------------------------------------
Total............................................................  $   8,559  $   8,138  $   7,800
- --------------------------------------------------------------------------------------------------
                                                                   -------------------------------
 
INCOME (LOSS) BEFORE INCOME TAXES
Employee Life and Health Benefits................................  $     287  $     294  $     323
Employee Retirement and Savings Benefits.........................        293        232        258
Individual Financial Services....................................        298        252        237
Other Operations.................................................         (8)       (17)       (44)
- --------------------------------------------------------------------------------------------------
Total............................................................  $     870  $     761  $     774
- --------------------------------------------------------------------------------------------------
                                                                   -------------------------------
 
IDENTIFIABLE ASSETS
Employee Life and Health Benefits................................  $   7,065  $   7,629  $   7,197
Employee Retirement and Savings Benefits.........................     40,122     37,609     33,588
Individual Financial Services....................................     17,930     16,189     12,612
Other Operations.................................................      2,398      2,569      2,111
- --------------------------------------------------------------------------------------------------
Total............................................................  $  67,515  $  63,996  $  55,508
- --------------------------------------------------------------------------------------------------
                                                                   -------------------------------
</TABLE>
 
  During 1995, the Company recorded a $13 million pre-tax charge, included in
Other Operating Expenses, for cost reduction initiatives in the Employee Life
and Health Benefits segment. The charge consisted primarily of severance-related
expenses representing costs associated with nonvoluntary employee terminations
covering approximately 1,100 employees. The cash outlays associated with the
restructuring initiatives began in the third quarter of 1995 and will continue
through 1997, with $6 million paid in 1996. As of December 31, 1996, $7 million
of severance was paid to 625 terminated employees. The Company has funded, and
will continue to fund, these costs through liquid assets, and such funding has
not and will not have a material adverse effect on its liquidity.
 
NOTE 11 -- CONTINGENCIES
 
  A) FINANCIAL GUARANTEES:  The Company is contingently liable for financial
guarantees provided in the ordinary course of business on the repayment of
principal and interest on certain industrial revenue bonds. The contractual
amounts of financial guarantees reflect the Company's maximum exposure to credit
loss in the event of nonperformance. To limit the Company's exposure in the
event of default of any guaranteed obligation, various programs are in place to
ascertain the creditworthiness of guaranteed parties and to monitor this status
on a periodic basis.
 
  The industrial revenue bonds guaranteed directly by the Company have remaining
maturities of up to 19 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, 1996 and 1995 was $234
million and $266 million, respectively. Revenues in connection with industrial
revenue bond guarantees are derived principally from equity participations in
the related projects and are included in Net Investment Income as earned. Loss
reserves for financial guarantees are established when a default has occurred or
when the Company believes that a loss has been incurred. During 1994, losses for
industrial revenue bonds were $1 million. There were no such losses in 1996 and
1995.
 
50
<PAGE>
  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, 1996 and 1995, the amount of minimum benefit
guarantees for separate account contracts was $4.9 billion and $5.1 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. No such reserves were required as of December 31, 1996 and
1995. Guarantee fees are part of the overall management fee charged to separate
accounts and are recognized in income as earned.
 
  Although the ultimate outcome of any loss contingencies arising from the
Company's financial guarantees may adversely affect results of operations in
future periods, they are not expected to have a material adverse effect on the
Company's liquidity or financial condition.
 
  B) REGULATORY AND INDUSTRY DEVELOPMENTS:  The Company's businesses are subject
to a changing social, economic, legal, legislative and regulatory environment
that could affect them. Some of the changes include initiatives to: change
certain federal corporate tax laws; restrict insurance pricing and the
application of underwriting standards; reform health care; and expand
regulation. Some of the more significant issues are discussed below.
 
  In August 1996, Congress passed legislation that phases out over a three-year
period the tax deductibility of policy loan interest for most leveraged
corporate-owned life insurance (COLI) products. For 1996, 31% of revenues and
29% of operating income for the Individual Financial Services segment were from
leveraged COLI products that are affected by this legislation. The effect of the
legislation on this segment's income is not expected to be material through
1998. Beginning in 1999, the effect of the legislation is uncertain; however, it
could have a material adverse effect on the segment's income. The Company does
not expect this legislation to have a material effect on its consolidated
results of operations, liquidity or financial condition.
 
  The Company expects proposals for federal and state legislation seeking some
health care insurance reforms. Due to uncertainties associated with the timing
and content of any health care legislation, the effect on the Company's future
results of operations, liquidity or financial condition cannot be reasonably
estimated at this time.
 
  The National Association of Insurance Commissioners is currently developing
standardized statutory accounting principles, which are scheduled to take effect
in 1999. The effect on the Company's statutory net income, surplus and liquidity
cannot be reasonably estimated at this time.
 
  In recent years, the number of insurance companies that are impaired or
insolvent has increased. This is expected to result in an increase in mandatory
assessments by state guaranty funds of, or voluntary payments by, solvent
insurance companies to cover losses to policyholders of insolvent or
rehabilitated companies. Mandatory assessments, which are subject to statutory
limits, can be partially recovered through a reduction in future premium taxes
in some states. The Company recorded pre-tax charges of $53.9 million, $37.0
million and $27.9 million for 1996, 1995 and 1994, respectively, for guaranty
fund assessments that can be reasonably estimated before giving effect to future
premium tax recoveries. Although future assessments and payments may adversely
affect results of operations in future periods, such amounts are not expected to
have a material adverse effect on the Company's liquidity or financial
condition.
 
  The eventual effect on the Company of the changing environment in which it
operates remains uncertain.
 
  C) LITIGATION:  The Company is routinely engaged in litigation incidental to
its business. While the outcome of all litigation involving the Company,
including insurance-related litigation, cannot be determined, litigation is not
expected to result in losses that differ from recorded reserves by amounts that
would be material to results of operations, liquidity or financial condition.
 
NOTE 12 -- RELATED PARTY TRANSACTIONS
 
  The Company has assumed the settlement annuity and group pension business
written by Life Insurance Company of North America (LINA), an affiliate.
Reserves held by the Company with respect to this business were $1.7 billion at
December 31, 1996 and 1995.
 
  The Company cedes long-term disability business to LINA. Reinsurance
recoverables from LINA at December 31, 1996 and 1995 were $917 million and $973
million, respectively.
 
                                                                              51
<PAGE>
  The Company had lines of credit available from affiliates totaling $600
million at both December 31, 1996 and 1995. 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 1996, 1995
and 1994. As of December 31, 1996 and 1995, there were no borrowings outstanding
under such lines.
 
  The Company extended lines of credit to affiliates totalling $600 million at
December 31, 1996 and 1995. All loans are payable upon demand with interest
rates equivalent to CIGNA's average monthly short-term borrowing rate. There
were no amounts outstanding as of December 31, 1996 or 1995.
 
  The Company, together with other CIGNA subsidiaries, has entered into a
pooling arrangement known as the CIGNA Corporate Liquidity Account (the Account)
for the purpose of maximizing earnings on funds available for short-term
investments. Withdrawals from the Account, up to the total amount of the
participant's investment in the Account, are allowed on a demand basis. As of
December 31, 1996 and 1995, the Company had a balance in the Account of $80
million and $212 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>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                                                  FIDELITY
                                                                                                                     VIP
                                                                                                                  PORTFOLIO
                                                                   ALGER AMERICAN PORTFOLIO SUB-ACCOUNTS         SUB-ACCOUNT
                                                             --------------------------------------------------  -----------
                                                                           LEVERAGED     MIDCAP        SMALL       EQUITY-
                                                               GROWTH       ALLCAP       GROWTH     CAPITALIZATION   INCOME
                                                             -----------  -----------  -----------  -----------  -----------
<S>                                                          <C>          <C>          <C>          <C>          <C>
ASSETS:
Investment in variable insurance funds at value............  $   339,597  $   331,450  $    92,436   $ 349,028   $   357,046
Receivable from Connecticut General Life Insurance
 Company...................................................      --           --           --           --             2,503
Receivable for fund shares sold............................            5            5      --           --           --
                                                             -----------  -----------  -----------  -----------  -----------
  Total assets.............................................      339,602      331,455       92,436     349,028       359,549
                                                             -----------  -----------  -----------  -----------  -----------
 
LIABILITIES:
Payable to Connecticut General Life Insurance Company......            5            5      --           --           --
Payable for fund shares purchased..........................      --           --           --           --             2,503
                                                             -----------  -----------  -----------  -----------  -----------
  Total liabilities........................................            5            5      --           --             2,503
                                                             -----------  -----------  -----------  -----------  -----------
  Net assets...............................................  $   339,597  $   331,450  $    92,436   $ 349,028   $   357,046
                                                             -----------  -----------  -----------  -----------  -----------
                                                             -----------  -----------  -----------  -----------  -----------
Accumulation units outstanding.............................       24,719       20,127        6,400      26,199        26,218
Net asset value per accumulation unit......................  $ 13.738238  $ 16.468026  $ 14.443889   $13.322001  $ 13.618095
 
<CAPTION>
 
                                                                 FIDELITY VIP II
                                                              PORTFOLIO SUB-ACCOUNTS
                                                             ------------------------
                                                                ASSET     INVESTMENT
                                                               MANAGER    GRADE BOND
                                                             -----------  -----------
<S>                                                          <C>          <C>
ASSETS:
Investment in variable insurance funds at value............  $    73,156  $    40,819
Receivable from Connecticut General Life Insurance
 Company...................................................      --           --
Receivable for fund shares sold............................      --           --
                                                             -----------  -----------
  Total assets.............................................       73,156       40,819
                                                             -----------  -----------
LIABILITIES:
Payable to Connecticut General Life Insurance Company......      --           --
Payable for fund shares purchased..........................      --           --
                                                             -----------  -----------
  Total liabilities........................................      --           --
                                                             -----------  -----------
  Net assets...............................................  $    73,156  $    40,819
                                                             -----------  -----------
                                                             -----------  -----------
Accumulation units outstanding.............................        6,111        3,890
Net asset value per accumulation unit......................  $ 11.971291  $ 10.493674
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              53
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
FINANCIAL STATEMENTS (CONTINUED)
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                               AMT PORTFOLIO SUB-ACCOUNTS
                                                         MFS SERIES SUB-ACCOUNTS         --------------------------------------
                                                  -------------------------------------                 LIMITED
                                                     TOTAL                     WORLD                    MATURITY
                                                    RETURN      UTILITIES   GOVERNMENTS   BALANCED        BOND       PARTNERS
                                                  -----------  -----------  -----------  -----------  ------------  -----------
<S>                                               <C>          <C>          <C>          <C>          <C>           <C>
ASSETS:
Investment in variable insurance funds at
  value.........................................  $   154,030  $     3,516  $    30,035  $   197,917   $      260   $   124,947
Receivable from Connecticut General Life
  Insurance Company.............................      --           --           --           --            --           --
Receivable for fund shares sold.................        5,091        5,227      --           --            --                 2
                                                  -----------  -----------  -----------  -----------  ------------  -----------
  Total assets..................................      159,121        8,743       30,035      197,917          260       124,949
                                                  -----------  -----------  -----------  -----------  ------------  -----------
                                                  -----------  -----------  -----------  -----------  ------------  -----------
 
LIABILITIES:
Payable to Connecticut General Life Insurance
  Company.......................................        5,091        5,227      --           --            --                 2
Payable for fund shares purchased...............      --           --           --           --            --           --
                                                  -----------  -----------  -----------  -----------  ------------  -----------
  Total liabilities.............................        5,091        5,227      --           --            --                 2
                                                  -----------  -----------  -----------  -----------  ------------  -----------
  Net assets....................................  $   154,030  $     3,516  $    30,035  $   197,917   $      260   $   124,947
                                                  -----------  -----------  -----------  -----------  ------------  -----------
                                                  -----------  -----------  -----------  -----------  ------------  -----------
Accumulation units outstanding..................       12,740          296        2,784       18,966           25         8,019
Net asset value per accumulation unit...........  $ 12.090502  $ 11.880730  $ 10.788580  $ 10.435528   $10.256711   $ 15.580865
 
<CAPTION>
 
                                                  OCC ACCUMULATION TRUST SUB-ACCOUNTS *
                                                  -------------------------------------
                                                    GLOBAL
                                                    EQUITY       MANAGED     SMALL CAP
                                                  -----------  -----------  -----------
<S>                                               <C>          <C>          <C>
ASSETS:
Investment in variable insurance funds at
  value.........................................  $   231,510  $   309,795  $    25,597
Receivable from Connecticut General Life
  Insurance Company.............................        2,490        5,086      --
Receivable for fund shares sold.................      --           --           --
                                                  -----------  -----------  -----------
  Total assets..................................      234,000      314,881       25,597
                                                  -----------  -----------  -----------
                                                  -----------  -----------  -----------
LIABILITIES:
Payable to Connecticut General Life Insurance
  Company.......................................      --           --           --
Payable for fund shares purchased...............        2,490        5,086      --
                                                  -----------  -----------  -----------
  Total liabilities.............................        2,490        5,086      --
                                                  -----------  -----------  -----------
  Net assets....................................  $   231,510  $   309,795  $    25,597
                                                  -----------  -----------  -----------
                                                  -----------  -----------  -----------
Accumulation units outstanding..................       20,118       20,691        2,116
Net asset value per accumulation unit...........  $ 11.507742  $ 14.972784  $ 12.096552
</TABLE>
 
- --------------------------
 
* Formerly Quest for Value Accumulation Trust
 
  The Notes to Financial Statements are an integral part of these statements.
 
54
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                                                  FIDELITY
                                                                                                                     VIP
                                                                                                                  PORTFOLIO
                                                                   ALGER AMERICAN PORTFOLIO SUB-ACCOUNTS         SUB-ACCOUNT
                                                             --------------------------------------------------  -----------
                                                                           LEVERAGED     MIDCAP        SMALL       EQUITY-
                                                               GROWTH       ALLCAP       GROWTH     CAPITALIZATION   INCOME
                                                             -----------  -----------  -----------  -----------  -----------
<S>                                                          <C>          <C>          <C>          <C>          <C>
INVESTMENT INCOME:
Dividends..................................................  $       163  $   --       $   --        $  --       $       137
 
EXPENSES:
Mortality and expense risk and administrative charges......        1,038        1,121          293       1,286           840
                                                             -----------  -----------  -----------  -----------  -----------
  Net investment gain (loss)...............................         (875)      (1,121)        (293)     (1,286)         (703)
                                                             -----------  -----------  -----------  -----------  -----------
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Capital distributions from portfolio sponsors..............        6,806        2,823        1,079       1,247         3,936
Net realized gain on share transactions....................        1,244          307          870       4,249           789
                                                             -----------  -----------  -----------  -----------  -----------
  Net realized gain........................................        8,050        3,130        1,949       5,496         4,725
Net unrealized gain (loss).................................       15,418       14,027        3,694      (3,892)       24,879
                                                             -----------  -----------  -----------  -----------  -----------
  Net realized and unrealized gain (loss) on investments...       23,468       17,157        5,643       1,604        29,604
                                                             -----------  -----------  -----------  -----------  -----------
 
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...........  $    22,593  $    16,036  $     5,350   $     318   $    28,901
                                                             -----------  -----------  -----------  -----------  -----------
                                                             -----------  -----------  -----------  -----------  -----------
 
<CAPTION>
 
                                                                 FIDELITY VIP II
                                                              PORTFOLIO SUB-ACCOUNTS
                                                             ------------------------
                                                                ASSET     INVESTMENT
                                                               MANAGER    GRADE BOND
                                                             -----------  -----------
<S>                                                          <C>          <C>
INVESTMENT INCOME:
Dividends..................................................  $       887  $     1,857
EXPENSES:
Mortality and expense risk and administrative charges......          239          179
                                                             -----------  -----------
  Net investment gain (loss)...............................          648        1,678
                                                             -----------  -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Capital distributions from portfolio sponsors..............          731      --
Net realized gain on share transactions....................            6           26
                                                             -----------  -----------
  Net realized gain........................................          737           26
Net unrealized gain (loss).................................        6,123         (569)
                                                             -----------  -----------
  Net realized and unrealized gain (loss) on investments...        6,860         (543)
                                                             -----------  -----------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...........  $     7,508  $     1,135
                                                             -----------  -----------
                                                             -----------  -----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              55
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
FINANCIAL STATEMENTS (CONTINUED)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                             AMT PORTFOLIO SUB-ACCOUNTS
                                                       MFS SERIES SUB-ACCOUNTS         ---------------------------------------
                                                -------------------------------------                  LIMITED
                                                   TOTAL                     WORLD                  MATURITY BOND
                                                  RETURN      UTILITIES   GOVERNMENTS   BALANCED          *         PARTNERS
                                                -----------  -----------  -----------  -----------  -------------  -----------
<S>                                             <C>          <C>          <C>          <C>          <C>            <C>
INVESTMENT INCOME:
Dividends.....................................  $     2,327  $        81  $   --       $     3,401   $   --        $       120
 
EXPENSES:
Mortality and expense risk and administrative
  charges.....................................          243           14          118          658             1           344
                                                -----------  -----------  -----------  -----------  -------------  -----------
  Net investment gain (loss)..................        2,084           67         (118)       2,743            (1)         (224)
                                                -----------  -----------  -----------  -----------  -------------  -----------
 
NET REALIZED AND UNREALIZED GAIN ON
  INVESTMENTS:
Capital distributions from portfolio
  sponsors....................................        1,012          211      --            18,913            --         1,502
Net realized gain (loss) on share
  transactions................................        1,484          (55)           7       (8,925)            1         1,028
                                                -----------  -----------  -----------  -----------  -------------  -----------
  Net realized gain...........................        2,496          156            7        9,988             1         2,530
Net unrealized gain (loss)....................        3,315          126        1,294       (4,946)            6        19,615
                                                -----------  -----------  -----------  -----------  -------------  -----------
  Net realized and unrealized gain on
    investments...............................        5,811          282        1,301        5,042             7        22,145
                                                -----------  -----------  -----------  -----------  -------------  -----------
 
INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS..................................  $     7,895  $       349  $     1,183  $     7,785   $         6   $    21,921
                                                -----------  -----------  -----------  -----------  -------------  -----------
                                                -----------  -----------  -----------  -----------  -------------  -----------
 
<CAPTION>
                                                 OCC ACCUMULATION TRUST SUB-ACCOUNTS
                                                                 **
                                                -------------------------------------
                                                  GLOBAL
                                                  EQUITY       MANAGED     SMALL CAP
                                                -----------  -----------  -----------
<S>                                             <C>          <C>          <C>
INVESTMENT INCOME:
Dividends.....................................  $       853  $       420  $       249
EXPENSES:
Mortality and expense risk and administrative
  charges.....................................          753          732           90
                                                -----------  -----------  -----------
  Net investment gain (loss)..................          100         (312)         159
                                                -----------  -----------  -----------
NET REALIZED AND UNREALIZED GAIN ON
  INVESTMENTS:
Capital distributions from portfolio
  sponsors....................................        1,218          268          640
Net realized gain (loss) on share
  transactions................................        2,064        1,805          312
                                                -----------  -----------  -----------
  Net realized gain...........................        3,282        2,073          952
Net unrealized gain (loss)....................       19,438       33,259        2,743
                                                -----------  -----------  -----------
  Net realized and unrealized gain on
    investments...............................       22,720       35,332        3,695
                                                -----------  -----------  -----------
INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS..................................  $    22,820  $    35,020  $     3,854
                                                -----------  -----------  -----------
                                                -----------  -----------  -----------
</TABLE>
 
- --------------------------
 
*   Period from September 13, 1996 (date deposits first received) to December
31, 1996
 
**  Formerly Quest for Value Accumulation Trust
 
  The Notes to Financial Statements are an integral part of these statements.
 
56
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                                                  FIDELITY
                                                                                                                     VIP
                                                                                                                  PORTFOLIO
                                                                   ALGER AMERICAN PORTFOLIO SUB-ACCOUNTS         SUB-ACCOUNT
                                                             --------------------------------------------------  -----------
                                                                           LEVERAGED     MIDCAP        SMALL       EQUITY-
                                                               GROWTH       ALLCAP       GROWTH     CAPITALIZATION   INCOME
                                                             -----------  -----------  -----------  -----------  -----------
<S>                                                          <C>          <C>          <C>          <C>          <C>
OPERATIONS:
Net investment gain (loss).................................  $      (875) $    (1,121) $      (293)  $  (1,286)  $      (703)
Net realized gain..........................................        8,050        3,130        1,949       5,496         4,725
Net unrealized gain (loss).................................       15,418       14,027        3,694      (3,892)       24,879
                                                             -----------  -----------  -----------  -----------  -----------
  Net increase from operations.............................       22,593       16,036        5,350         318        28,901
                                                             -----------  -----------  -----------  -----------  -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of premium load..................       15,142        7,761        8,317      11,813        27,075
Participant transfers......................................      278,167      309,607       69,138     288,681       253,480
Participant withdrawals....................................      (10,736)      (7,624)      (3,232)    (11,026)       (8,466)
                                                             -----------  -----------  -----------  -----------  -----------
  Net increase from participant transactions...............      282,573      309,744       74,223     289,468       272,089
                                                             -----------  -----------  -----------  -----------  -----------
    Total increase in net assets...........................      305,166      325,780       79,573     289,786       300,990
 
NET ASSETS:
Beginning of period........................................       34,431        5,670       12,863      59,242        56,056
                                                             -----------  -----------  -----------  -----------  -----------
End of period..............................................  $   339,597  $   331,450  $    92,436   $ 349,028   $   357,046
                                                             -----------  -----------  -----------  -----------  -----------
                                                             -----------  -----------  -----------  -----------  -----------
 
PARTICIPANT ACCUMULATION UNIT
  TRANSACTIONS (IN UNITS):
Participant deposits.......................................        3,090          492          602       2,156         1,170
Participant transfers......................................       19,615       19,725        5,046      20,255        21,039
Participant withdrawals....................................         (814)        (474)        (240)       (824)         (674)
                                                             -----------  -----------  -----------  -----------  -----------
  Net increase in units from participant transactions......       21,891       19,743        5,408      21,587        21,535
                                                             -----------  -----------  -----------  -----------  -----------
                                                             -----------  -----------  -----------  -----------  -----------
 
<CAPTION>
 
                                                                 FIDELITY VIP II
                                                              PORTFOLIO SUB-ACCOUNTS
                                                             ------------------------
                                                                ASSET     INVESTMENT
                                                               MANAGER    GRADE BOND
                                                             -----------  -----------
<S>                                                          <C>          <C>
OPERATIONS:
Net investment gain (loss).................................  $       648  $     1,678
Net realized gain..........................................          737           26
Net unrealized gain (loss).................................        6,123         (569)
                                                             -----------  -----------
  Net increase from operations.............................        7,508        1,135
                                                             -----------  -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of premium load..................        2,107           85
Participant transfers......................................       40,593        3,967
Participant withdrawals....................................       (1,711)      (1,829)
                                                             -----------  -----------
  Net increase from participant transactions...............       40,989        2,223
                                                             -----------  -----------
    Total increase in net assets...........................       48,497        3,358
NET ASSETS:
Beginning of period........................................       24,659       37,461
                                                             -----------  -----------
End of period..............................................  $    73,156  $    40,819
                                                             -----------  -----------
                                                             -----------  -----------
PARTICIPANT ACCUMULATION UNIT
  TRANSACTIONS (IN UNITS):
Participant deposits.......................................          195            9
Participant transfers......................................        3,719          395
Participant withdrawals....................................         (153)        (181)
                                                             -----------  -----------
  Net increase in units from participant transactions......        3,761          223
                                                             -----------  -----------
                                                             -----------  -----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              57
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
FINANCIAL STATEMENTS (CONTINUED)
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                                             AMT PORTFOLIO SUB-ACCOUNTS
                                                       MFS SERIES SUB-ACCOUNTS         ---------------------------------------
                                                -------------------------------------                  LIMITED
                                                   TOTAL                     WORLD                  MATURITY BOND
                                                  RETURN      UTILITIES   GOVERNMENTS   BALANCED          *         PARTNERS
                                                -----------  -----------  -----------  -----------  -------------  -----------
<S>                                             <C>          <C>          <C>          <C>          <C>            <C>
OPERATIONS:
Net investment gain (loss)....................  $     2,084  $        67  $      (118) $     2,743   $        (1)  $      (224)
Net realized gain.............................        2,496          156            7        9,988             1         2,530
Net unrealized gain (loss)....................        3,315          126        1,294       (4,946)            6        19,615
                                                -----------  -----------  -----------  -----------  -------------  -----------
  Net increase from operations................        7,895          349        1,183        7,785             6        21,921
                                                -----------  -----------  -----------  -----------  -------------  -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of premium load.....       26,898          772        4,010        8,958           194        10,029
Participant transfers.........................      113,853        1,355        5,048      137,877           148        73,338
Participant withdrawals.......................       (3,122)        (360)        (666)      (5,113)          (88)       (3,582)
                                                -----------  -----------  -----------  -----------  -------------  -----------
  Net increase from participant
    transactions..............................      137,629        1,767        8,392      141,722           254        79,785
                                                -----------  -----------  -----------  -----------  -------------  -----------
    Total increase in net assets..............      145,524        2,116        9,575      149,507           260       101,706
 
NET ASSETS:
Beginning of period...........................        8,506        1,400       20,460       48,410       --             23,241
                                                -----------  -----------  -----------  -----------  -------------  -----------
End of period.................................  $   154,030  $     3,516  $    30,035  $   197,917   $       260   $   124,947
                                                -----------  -----------  -----------  -----------  -------------  -----------
                                                -----------  -----------  -----------  -----------  -------------  -----------
 
PARTICIPANT ACCUMULATION UNIT
  TRANSACTIONS (IN UNITS):
Participant deposits..........................        2,769          528          388        1,190            19           703
Participant transfers.........................        9,440         (338)         495       13,349            15         5,649
Participant withdrawals.......................         (270)         (33)         (63)        (509)           (9)         (257)
                                                -----------  -----------  -----------  -----------  -------------  -----------
  Net increase in units from participant
    transactions..............................       11,939          157          820       14,030            25         6,095
                                                -----------  -----------  -----------  -----------  -------------  -----------
                                                -----------  -----------  -----------  -----------  -------------  -----------
 
<CAPTION>
                                                 OCC ACCUMULATION TRUST SUB-ACCOUNTS
                                                                 **
                                                -------------------------------------
                                                  GLOBAL
                                                  EQUITY       MANAGED     SMALL CAP
                                                -----------  -----------  -----------
<S>                                             <C>          <C>          <C>
OPERATIONS:
Net investment gain (loss)....................  $       100  $      (312) $       159
Net realized gain.............................        3,282        2,073          952
Net unrealized gain (loss)....................       19,438       33,259        2,743
                                                -----------  -----------  -----------
  Net increase from operations................       22,820       35,020        3,854
                                                -----------  -----------  -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of premium load.....       30,836       12,038        1,946
Participant transfers.........................      123,949      266,908       16,958
Participant withdrawals.......................       (8,380)      (7,491)      (1,306)
                                                -----------  -----------  -----------
  Net increase from participant
    transactions..............................      146,405      271,455       17,598
                                                -----------  -----------  -----------
    Total increase in net assets..............      169,225      306,475       21,452
NET ASSETS:
Beginning of period...........................       62,285        3,320        4,145
                                                -----------  -----------  -----------
End of period.................................  $   231,510  $   309,795  $    25,597
                                                -----------  -----------  -----------
                                                -----------  -----------  -----------
PARTICIPANT ACCUMULATION UNIT
  TRANSACTIONS (IN UNITS):
Participant deposits..........................        3,565          860        1,637
Participant transfers.........................       11,134       20,102          191
Participant withdrawals.......................         (778)        (542)        (117)
                                                -----------  -----------  -----------
  Net increase in units from participant
    transactions..............................       13,921       20,420        1,711
                                                -----------  -----------  -----------
                                                -----------  -----------  -----------
</TABLE>
 
- --------------------------
 
*   Period from September 13, 1996 (date deposits first received) to December
31, 1996
 
**  Formerly Quest for Value Accumulation Trust
 
  The Notes to Financial Statements are an integral part of these statements.
 
58
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS FROM INCEPTION (DATE DEPOSITS
FIRST RECEIVED) TO DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                                                            FIDLELITY
                                                                                                               VIP
                                                          ALGER AMERICAN PORTFOLIO SUB-ACCOUNTS             PORTFOLIO
                                                 --------------------------------------------------------  SUB-ACCOUNT
                                                                                               SMALL       -----------
                                                                LEVERAGED      MIDCAP     CAPITALIZATION     EQUITY-
                                                  GROWTH **     ALLCAP **     GROWTH **         **          INCOME **
                                                 -----------  -------------  -----------  ---------------  -----------
<S>                                              <C>          <C>            <C>          <C>              <C>
Inception Date.................................  May 5, 1995   May 5, 1995   May 5, 1995    May 5, 1995    May 5, 1995
 
OPERATIONS:
Net investment gain (loss).....................   $     (23)    $      (8)    $     (13)     $     (52)     $     439
Net realized gain (loss).......................          (3)           12             1            (15)            (2)
Net unrealized gain (loss).....................         424           839           498         (4,213)         2,857
                                                 -----------       ------    -----------       -------     -----------
  Net increase (decrease) from operations......         398           843           486         (4,280)         3,294
                                                 -----------       ------    -----------       -------     -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of premium load......       3,930         3,178         3,910          2,938          2,731
Participant transfers..........................      30,447         1,857         8,745         61,383         50,773
Participant withdrawals........................        (344)         (208)         (278)          (799)          (742)
                                                 -----------       ------    -----------       -------     -----------
  Net increase from participant transactions...      34,033         4,827        12,377         63,522         52,762
                                                 -----------       ------    -----------       -------     -----------
    Total increase in net assets...............      34,431         5,670        12,863         59,242         56,056
NET ASSETS:
Beginning of period............................      --            --            --             --             --
                                                 -----------       ------    -----------       -------     -----------
End of period..................................   $  34,431     $   5,670     $  12,863      $  59,242      $  56,056
                                                 -----------       ------    -----------       -------     -----------
                                                 -----------       ------    -----------       -------     -----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN
  UNITS):
Participant deposits...........................         349           268           336            266            256
Participant transfers..........................       2,508           131           678          4,408          4,492
Participant withdrawals........................         (29)          (15)          (22)           (62)           (65)
                                                 -----------       ------    -----------       -------     -----------
  Net increase in units from participant
    transactions...............................       2,828           384           992          4,612          4,683
                                                 -----------       ------    -----------       -------     -----------
                                                 -----------       ------    -----------       -------     -----------
 
<CAPTION>
 
                                                           FIDELITY VIP II
                                                        PORTFOLIO SUB-ACCOUNTS
                                                 ------------------------------------
                                                       ASSET           INVESTMENT
                                                      MANAGER          GRADE BOND
                                                 -----------------  -----------------
<S>                                              <C>                <C>
Inception Date.................................  November 16, 1995  November 16, 1995
OPERATIONS:
Net investment gain (loss).....................      $      (9)         $     (14)
Net realized gain (loss).......................         --                 --
Net unrealized gain (loss).....................            794                606
                                                       -------            -------
  Net increase (decrease) from operations......            785                592
                                                       -------            -------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of premium load......         --                 --
Participant transfers..........................         23,939             36,925
Participant withdrawals........................            (65)               (56)
                                                       -------            -------
  Net increase from participant transactions...         23,874             36,869
                                                       -------            -------
    Total increase in net assets...............         24,659             37,461
NET ASSETS:
Beginning of period............................         --                 --
                                                       -------            -------
End of period..................................      $  24,659          $  37,461
                                                       -------            -------
                                                       -------            -------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN
  UNITS):
Participant deposits...........................         --                 --
Participant transfers..........................          2,356              3,672
Participant withdrawals........................             (6)                (5)
                                                       -------            -------
  Net increase in units from participant
    transactions...............................          2,350              3,667
                                                       -------            -------
                                                       -------            -------
</TABLE>
 
- ------------------------------
 
**  Premium load reduced by $22 due to waiver of 1.15% of premium load from May
5, 1995 to August 1, 1995
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              59
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
FINANCIAL STATEMENTS (CONTINUED)
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS FROM INCEPTION (DATE DEPOSITS
FIRST RECEIVED) TO DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                   MFS SERIES SUB-ACCOUNTS
                                   -------------------------------------------------------     AMT PORTFOLIO SUB-ACCOUNTS
                                         TOTAL                                  WORLD       --------------------------------
                                        RETURN             UTILITIES       GOVERNMENTS **        BALANCED        PARTNERS **
                                   -----------------  -------------------  ---------------  -------------------  -----------
<S>                                <C>                <C>                  <C>              <C>                  <C>
Inception Date...................  October 10, 1995    December 26, 1995     May 5, 1995    September 12, 1995   May 5, 1995
 
OPERATIONS:
Net investment gain (loss).......      $     159           $      25          $   1,919          $     (55)       $     (15)
Net realized gain................            157                  61             --                 --                    8
Net unrealized gain (loss).......            164                 (76)            (1,668)              (621)             857
                                          ------              ------            -------            -------       -----------
  Net increase (decrease) from
    operations...................            480                  10                251               (676)             850
                                          ------              ------            -------            -------       -----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of
  premium load...................          2,123              --                  1,861             --                2,943
Participant transfers............          5,933               1,390             18,466             49,657           19,642
Participant withdrawals..........            (30)             --                   (118)              (571)            (194)
                                          ------              ------            -------            -------       -----------
  Net increase from participant
    transactions.................          8,026               1,390             20,209             49,086           22,391
                                          ------              ------            -------            -------       -----------
    Total increase in net
      assets.....................          8,506               1,400             20,460             48,410           23,241
NET ASSETS:
Beginning of period..............         --                  --                 --                 --               --
                                          ------              ------            -------            -------       -----------
End of period....................      $   8,506           $   1,400          $  20,460          $  48,410        $  23,241
                                          ------              ------            -------            -------       -----------
                                          ------              ------            -------            -------       -----------
PARTICIPANT ACCUMULATION UNIT
  TRANSACTIONS (IN UNITS):
Participant deposits.............            213              --                    185             --                  273
Participant transfers............            591                 139              1,791              4,994            1,668
Participant withdrawals..........             (3)             --                    (12)               (58)             (17)
                                          ------              ------            -------            -------       -----------
  Net increase in units from
    participant transactions.....            801                 139              1,964              4,936            1,924
                                          ------              ------            -------            -------       -----------
                                          ------              ------            -------            -------       -----------
 
<CAPTION>
                                            OCC ACCUMULATION TRUST SUB-ACCOUNTS *
                                   -------------------------------------------------------
                                         GLOBAL
                                         EQUITY          MANAGED **         SMALL CAP
                                   -------------------  -------------  -------------------
<S>                                <C>                  <C>            <C>
Inception Date...................  September 12, 1995    May 5, 1995   September 26, 1995
OPERATIONS:
Net investment gain (loss).......       $     123         $      (7)        $      (3)
Net realized gain................           1,262                 3                 1
Net unrealized gain (loss).......            (981)              413               186
                                          -------            ------            ------
  Net increase (decrease) from
    operations...................             404               409               184
                                          -------            ------            ------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of
  premium load...................          --                 1,867            --
Participant transfers............          62,563             1,268             4,095
Participant withdrawals..........            (682)             (224)             (134)
                                          -------            ------            ------
  Net increase from participant
    transactions.................          61,881             2,911             3,961
                                          -------            ------            ------
    Total increase in net
      assets.....................          62,285             3,320             4,145
NET ASSETS:
Beginning of period..............          --                --                --
                                          -------            ------            ------
End of period....................       $  62,285         $   3,320         $   4,145
                                          -------            ------            ------
                                          -------            ------            ------
PARTICIPANT ACCUMULATION UNIT
  TRANSACTIONS (IN UNITS):
Participant deposits.............          --                   182            --
Participant transfers............           6,245               108               419
Participant withdrawals..........             (48)              (19)              (14)
                                          -------            ------            ------
  Net increase in units from
    participant transactions.....           6,197               271               405
                                          -------            ------            ------
                                          -------            ------            ------
</TABLE>
 
- ------------------------------
 
*   Formerly Quest for Value Accumulation Trust
 
**  Premium load reduced by $22 due to waiver of 1.15% of premium load from May
    5, 1995 to August 1, 1995
 
  The Notes to Financial Statements are an integral part of these statements.
 
60
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
1. ORGANIZATION
 
    CG Variable Life Insurance Separate Account I (the Account) is registered as
a Unit Investment Trust under the Investment Company Act of 1940, as amended.
The operations of the Account are part of the operations of Connecticut General
Life Insurance Company (CG Life). The assets and liabilities of the Account are
clearly identified and distinguished from other assets and liabilities of CG
Life. The assets of the Account are not available to meet the general
obligations of CG Life and are held for the exclusive benefit of the
participants.
 
    The assets of the Account are divided into variable sub-accounts each of
which is invested in shares of one of sixteen portfolios (mutual funds) of six
diversified open-end management investment companies, each portfolio with its
own investment objective. The variable sub-accounts are:
 
    ALGER AMERICAN FUND:--
 
        Alger American Growth Portfolio
 
        Alger American Leveraged AllCap Portfolio
 
        Alger American MidCap Growth Portfolio
 
        Alger American Small Capitalization Portfolio
 
    FIDELITY VARIABLE INSURANCE PRODUCTS FUND:--
 
        Equity-Income Portfolio
 
    FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:--
 
        Asset Manager Portfolio
 
        Investment Grade Bond Portfolio
 
    MFS VARIABLE INSURANCE TRUST:--
 
        MFS Total Return Series
 
        MFS Utilities Series
 
        MFS World Governments Series
 
    NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:--
 
        AMT Balanced Portfolio
 
        AMT Limited Maturity Bond Portfolio
 
        AMT Partners Portfolio
 
    OCC (FORMERLY QUEST FOR VALUE) ACCUMULATION TRUST:--
 
        OCC Global Equity Portfolio
 
        OCC Managed Portfolio
 
        OCC Small Cap Portfolio
 
2. SIGNIFICANT ACCOUNTING POLICIES
 
    These financial statements have been prepared in conformity with generally
accepted accounting principles. The following is a summary of significant
accounting policies consistently followed in the preparation of the Account's
financial statements.
 
A.  INVESTMENT VALUATION:--Investments held by the sub-accounts are valued at
    their respective closing net asset values per share as determined by the
    mutual funds as of December 31, 1996. The change in the difference between
    cost and value is reflected as unrealized gain (loss) in the Statements of
    Operations.
 
B.  INVESTMENT TRANSACTIONS:--Investment transactions are recorded on the trade
    date (date the order to buy or sell is executed). Realized gains and losses
    on sales of investments are determined by the last-in, first-out cost basis
    of the investment sold. Dividend and capital gain distributions are recorded
    on the ex-dividend date. Investment transactions are settled through CG
    Life.
 
                                                                              61
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
C.  FEDERAL INCOME TAXES:--The operations of the Account form a part of, and are
    taxed with, the total operations of CG Life, which is taxed as a life
    insurance company. Under existing federal income tax law, investment income
    (dividends) and capital gains attributable to the Account are not taxed.
 
3. INVESTMENTS
 
    Total shares held and cost of investments as of December 31, 1996 were:
<TABLE>
<CAPTION>
  -------------------------------------------------------------------------------------------
 
                                                                           SHARES      COST OF
SUB-ACCOUNT                                                                 HELD     INVESTMENTS
- ------------------------------------------------------------------------------------------------
<S>                                                                       <C>        <C>
Alger American Growth Portfolio.........................................      9,892   $ 323,755
Alger American Leveraged AllCap Portfolio...............................     17,120     316,584
Alger American MidCap Growth Portfolio..................................      4,330      88,244
Alger American Small Capitalization Portfolio...........................      8,532     357,133
Fidelity Equity-Income Portfolio........................................     16,978     329,310
Fidelity Asset Manager Portfolio........................................      4,321      66,239
Fidelity Investment Grade Bond Portfolio................................      3,335      40,782
MFS Total Return Series.................................................     11,235     150,551
MFS Utilities Series....................................................        257       3,466
MFS World Governments Series............................................      2,839      30,409
AMT Balanced Portfolio..................................................     12,432     203,484
AMT Limited Maturity Bond Portfolio.....................................         19         254
AMT Partners Portfolio..................................................      7,582     104,475
OCC Global Equity Portfolio.............................................     17,499     213,053
OCC Managed Portfolio...................................................      8,556     276,123
OCC Small Cap Portfolio.................................................      1,132      22,668
- -------------------------------------------------------------------------------------------
 
    Total purchases and sales of shares for each mutual fund, for the year ended December 31,
 1996, amounted to:
 
<CAPTION>
  -------------------------------------------------------------------------------------------
 
SUB-ACCOUNT                                                               PURCHASES     SALES
- ------------------------------------------------------------------------------------------------
<S>                                                                       <C>        <C>
Alger American Growth Portfolio.........................................  $ 399,891   $ 111,387
Alger American Leveraged AllCap Portfolio...............................    336,431      24,985
Alger American MidCap Growth Portfolio..................................    158,606      83,597
Alger American Small Capitalization Portfolio...........................    392,149     102,720
Fidelity Equity-Income Portfolio........................................    409,649     134,327
Fidelity Asset Manager Portfolio........................................     44,235       1,867
Fidelity Investment Grade Bond Portfolio................................      5,923       2,022
MFS Total Return Series.................................................    247,690     106,965
MFS Utilities Series....................................................     20,495      18,450
MFS World Governments Series............................................      9,039         765
AMT Balanced Portfolio..................................................    281,549     118,171
AMT Limited Maturity Bond Portfolio*....................................     48,118      47,865
AMT Partners Portfolio..................................................    115,118      34,055
OCC Global Equity Portfolio.............................................    239,204      91,481
OCC Managed Portfolio...................................................    348,149      76,738
OCC Small Cap Portfolio.................................................     33,392      14,995
- -------------------------------------------------------------------------------------------
</TABLE>
 
*  For the period from September 13, 1996 (date deposits first received) to
December 31, 1996.
 
62
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
4. CHARGES AND DEDUCTIONS
 
    CG Life assumes the risk that policyholders may live longer than expected
and also assumes a mortality risk in connection with the death benefits of the
contract. CG Life also assumes a risk that its actual administrative expenses
may be higher than amounts deducted for such expenses. CG Life charges each
variable sub-account, for mortality and expense risks, a daily deduction,
equivalent to .45% per year during the first ten policy years and .25% per year
thereafter. The mortality and expense risk charges, for each sub-account, are
reported on the Statements of Operations.
 
    CG Life deducts a premium load of 3.5% of each premium payment to cover
state taxes and federal income tax liabilities.
 
    CG Life charges a monthly administrative fee of $15 in the first policy year
and $5 in subsequent policy years. This charge is for items such as premium
billing and collection, policy value calculation, confirmations and periodic
reports.
 
    CG Life charges a monthly deduction for the cost of insurance and any
charges for supplemental riders. The cost of insurance charge depends on the
attained age, risk classification, gender classification (in accordance with
state law) and the current net amount at risk. On a monthly basis, the
administrative fee and the cost of insurance charge are deducted proportionately
from the value of each variable sub-account and/or the fixed account funding
option. The fixed account is part of the general account of CG Life and is not
included in these financial statements.
 
    Under certain circumstances, CG Life reserves the right to charge a transfer
fee of up to $25 for transfers between sub-accounts. For the year ended December
31, 1996, no transfer fees were deducted from the variable sub-accounts.
 
    The fees charged by CG Life for premium loads (deducted from premium
payments), administrative fees and the amount deducted for the cost of
insurance, both of which are included in participant withdrawals, for variable
sub-accounts for the year ended December 31, 1996, amounted to:
 
<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------
 
                                                                                             COST OF
                                                                   PREMIUM    ADMINISTRATIVE  INSURANCE
SUB-ACCOUNT                                                         LOADS        FEES      DEDUCTIONS
- ------------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>          <C>
Alger American Growth Portfolio................................   $     578    $   1,380    $   9,297
Alger American Leveraged AllCap Portfolio......................         282          857        6,744
Alger American MidCap Growth Portfolio.........................         306          525        2,690
Alger American Small Capitalization Portfolio..................         478        1,281        9,725
Fidelity Equity-Income Portfolio...............................       1,003          816        7,645
Fidelity Asset Manager Portfolio...............................          81          300        1,412
Fidelity Investment Grade Bond Portfolio.......................           3          159        1,605
MFS Total Return Series........................................         978          420        2,690
MFS Utilities Series...........................................          29           83          275
MFS World Governments Series...................................         145           82          584
AMT Balanced Portfolio.........................................         372          527        4,592
AMT Limited Maturity Bond Portfolio*...........................           7           60           28
AMT Partners Portfolio.........................................         356          558        2,999
OCC Global Equity Portfolio....................................       1,124        1,163        7,214
OCC Managed Portfolio..........................................         444        1,045        6,437
OCC Small Cap Portfolio........................................          71          192        1,114
- -------------------------------------------------------------------------------------------
</TABLE>
 
*  For the period from September 13, 1996 (date deposits first received) to
December 31, 1996.
 
                                                                              63
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
4. CHARGES AND DEDUCTIONS (CONTINUED)
    CG Life, upon full surrender of a policy, may charge a surrender charge.
This charge is in part a deferred sales charge and in part a recovery of certain
first year administrative costs. The amount of the surrender charge, if any,
will depend on the amount of the death benefit, the amount of premium payments
made during the first two policy years and the age of the policy. In no event
will the surrender charge exceed the maximum allowed by state or Federal law. No
surrender charge is imposed on a partial surrender, but an administrative fee of
$25 is imposed, allocated pro-rata among the variable sub-accounts (and, where
applicable, the fixed account) from which the partial surrender proceeds are
taken. No full surrender or partial surrender administrative charges were paid
to CG
Life, attributable to the variable sub-accounts, for the year ended December 31,
1996.
 
5. DISTRIBUTION OF NET INCOME
 
    The Account does not expect to declare dividends to participants from
accumulated net income. The accumulated net income is distributed to
participants as part of death benefits, surrenders, and transfers to other fixed
or variable sub-accounts.
 
6. DIVERSIFICATION REQUIREMENTS
 
    Under the provisions of Section 817(h) of the Internal Revenue Code of 1986
(the Code), a variable life insurance policy will not be treated as life
insurance under Section 7702 of the Code for any period for which the
investments of the segregated asset account, on which the policy is based, are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of Treasury. CG Life believes, based on assurances from the
mutual fund managers, that the mutual funds satisfy the requirements of the
regulations.
 
64
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors of Connecticut General
Life Insurance Company and Participants of the
CG Variable Life Insurance Separate Account I
 
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the sub-accounts, Alger
American Fund--Alger American Growth Portfolio, Alger American Leveraged AllCap
Portfolio, Alger American MidCap Growth Portfolio, Alger American Small
Capitalization Portfolio; Fidelity Variable Insurance Products Fund--
Equity-Income Portfolio; Fidelity Variable Insurance Products Fund II--Asset
Manager Portfolio, Investment Grade Bond Portfolio; MFS Variable Insurance
Trust--MFS Total Return Series, MFS Utilities Series, MFS World Governments
Series; Neuberger & Berman Advisers Management Trust--AMT Balanced Portfolio,
AMT Limited Maturity Bond Portfolio, AMT Partners Portfolio; OCC (formerly Quest
for Value) Accumulation Trust--OCC Global Equity Portfolio, OCC Managed
Portfolio, OCC Small Cap Portfolio (constituting the CG Variable Life Insurance
Separate Account I, hereafter referred to as "the Account") at December 31,
1996, the results of each of their operations and the changes in each of their
net assets for the periods indicated, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Account's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at December 31, 1996 by correspondence with the
custodians, provide a reasonable basis for the opinion expressed above.
 
PRICE WATERHOUSE LLP
Hartford, Connecticut
February 20, 1997
 
                                                                              65
<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.
 
66
<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.
 
                                                                              67
<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.
 
   
                    Considering guaranteed charges for mortality and expense
                    risks and assumed Fund expenses, gross annual rates of 0%,
                    6% and 12% correspond to net investment experience at
                    constant annual rates of -1.90%, 4.10% and 10.10%.
    
 
                    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.
 
68
<PAGE>
                    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
                    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.
 
                                                                              69
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                MALE    NONSMOKER    ISSUE AGE 35
                                $2,720 ANNUAL PREMIUM
                                FACE AMOUNT $500,000
                                DEATH BENEFIT OPTION 1
 
                                GUARANTEED BASIS
 
   
<TABLE>
<CAPTION>
           PREMIUMS                DEATH BENEFIT                   TOTAL ACCUMULATION VALUE                SURRENDER VALUE
          ACCUMULATED       ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF
  END OF      AT        GROSS 0%     GROSS 6%     GROSS 12%    GROSS 0%    GROSS 6%   GROSS 12%    GROSS 0%    GROSS 6%   GROSS 12%
  POLICY  5% INTEREST      NET          NET          NET         NET         NET         NET         NET         NET         NET
   YEAR    PER YEAR      -1.90%        4.10%       10.10%       -1.90%      4.10%       10.10%      -1.90%      4.10%       10.10%
          -----------  -------------------------------------
  ------                                                      ----------------------------------  ----------------------------------
  <S>     <C>          <C>          <C>          <C>          <C>         <C>         <C>         <C>         <C>         <C>
 
      1        2,856      500,000      500,000      500,000       1,360       1,478       1,597           0           0           0
      2        5,855      500,000      500,000      500,000       2,693       3,015       3,354           0           0           0
      3        9,004      500,000      500,000      500,000       3,925       4,539       5,209           0           0         577
      4       12,310      500,000      500,000      500,000       5,049       6,038       7,164         417       1,406       2,532
      5       15,781      500,000      500,000      500,000       6,052       7,497       9,213       1,420       2,865       4,581
 
      6       19,426      500,000      500,000      500,000       6,926       8,905      11,357       3,221       5,199       7,652
      7       23,254      500,000      500,000      500,000       7,656      10,240      13,587       4,877       7,461      10,808
      8       27,272      500,000      500,000      500,000       8,243      11,500      15,913       6,390       9,647      14,060
      9       31,492      500,000      500,000      500,000       8,671      12,663      18,325       7,745      11,736      17,399
     10       35,922      500,000      500,000      500,000       8,938      13,719      20,831       8,938      13,719      20,831
 
     15       61,628      500,000      500,000      500,000       7,457      16,739      34,646       7,457      16,739      34,646
     20       94,436       --          500,000      500,000      --          13,283      49,735      --          13,283      49,735
     25      136,309       --           --          500,000      --          --          62,239      --          --          62,239
     30      189,749       --           --          500,000      --          --          64,388      --          --          64,388
</TABLE>
    
 
All Amounts are in Dollars
 
                             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. Guaranteed cost of insurance rates,
                             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.
 
   
                             The net rates of return referred to above reflect
                             the deduction of 0.90% per year for the mortality
                             and expense risk charge and Fund expenses assumed
                             to be 1.00% per year but which may be higher or
                             lower (see pages 10 and 11 of this prospectus).
    
 
       70
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                MALE    NONSMOKER    ISSUE AGE 35
                                $2,720 ANNUAL PREMIUM
                                FACE AMOUNT $500,000
                                DEATH BENEFIT OPTION 1
 
                                CURRENT BASIS
 
<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        2,856      500,000      500,000      500,000       1,561       1,685       1,810           0           0           0
      2        5,855      500,000      500,000      500,000       3,217       3,568       3,936           0           0           0
      3        9,004      500,000      500,000      500,000       4,841       5,531       6,280         209         899       1,648
      4       12,310      500,000      500,000      500,000       6,430       7,570       8,861       1,798       2,938       4,229
      5       15,781      500,000      500,000      500,000       7,975       9,682      11,693       3,343       5,050       7,061
 
      6       19,426      500,000      500,000      500,000       9,466      11,858      14,794       5,760       8,153      11,088
      7       23,254      500,000      500,000      500,000      10,894      14,094      18,182       8,115      11,314      15,403
      8       27,272      500,000      500,000      500,000      12,252      16,381      21,881      10,399      14,528      20,028
      9       31,492      500,000      500,000      500,000      13,530      18,713      25,912      12,604      17,787      24,986
     10       35,922      500,000      500,000      500,000      14,721      21,084      30,305      14,721      21,084      30,305
 
     15       61,628      500,000      500,000      500,000      19,259      33,556      59,415      19,259      33,556      59,415
     20       94,436      500,000      500,000      500,000      20,436      46,037     104,975      20,436      46,037     104,975
     25      136,309      500,000      500,000      500,000      17,225      57,440     178,163      17,225      57,440     178,163
     30      189,749      500,000      500,000      500,000       8,080      66,011     299,511       8,080      66,011     299,511
</TABLE>
 
All Amounts are in Dollars
 
                             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.
 
                             The net rates of return referred to above reflect
                             the deduction of 0.45% per year in years 1-10 and
                             0.25% thereafter for the mortality and expense risk
                             charge and Fund expenses assumed to be 1.00% per
                             year but which may be higher or lower (see pages 10
                             and 11 of this prospectus).
 
                                                                      71
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                MALE    NONSMOKER    ISSUE AGE 45
                                $4,685 ANNUAL PREMIUM
                                FACE AMOUNT $500,000
                                DEATH BENEFIT OPTION 1
 
                                GUARANTEED BASIS
 
   
<TABLE>
<CAPTION>
           PREMIUMS                DEATH BENEFIT                   TOTAL ACCUMULATION VALUE                SURRENDER VALUE
          ACCUMULATED       ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF
  END OF      AT        GROSS 0%     GROSS 6%     GROSS 12%    GROSS 0%    GROSS 6%   GROSS 12%    GROSS 0%    GROSS 6%   GROSS 12%
  POLICY  5% INTEREST      NET          NET          NET         NET         NET         NET         NET         NET         NET
   YEAR    PER YEAR      -1.90%        4.10%       10.10%       -1.90%      4.10%       10.10%      -1.90%      4.10%       10.10%
          -----------  -------------------------------------  ----------------------------------  ----------------------------------
  ------
  <S>     <C>          <C>          <C>          <C>          <C>         <C>         <C>         <C>         <C>         <C>
 
      1        4,919      500,000      500,000      500,000       2,027       2,220       2,414           0           0           0
      2       10,084      500,000      500,000      500,000       3,903       4,416       4,956           0           0           0
      3       15,508      500,000      500,000      500,000       5,558       6,513       7,560           0         729       1,777
      4       21,203      500,000      500,000      500,000       6,985       8,496      10,227       1,201       2,713       4,443
      5       27,182      500,000      500,000      500,000       8,165      10,338      12,939       2,382       4,555       7,155
 
      6       33,460      500,000      500,000      500,000       9,088      12,019      15,688       4,462       7,392      11,061
      7       40,053      500,000      500,000      500,000       9,715      13,488      18,437       6,245      10,018      14,967
      8       46,974      500,000      500,000      500,000      10,015      14,702      21,153       7,701      12,389      18,839
      9       54,242      500,000      500,000      500,000       9,949      15,606      23,790       8,792      14,449      22,633
     10       61,874      500,000      500,000      500,000       9,472      16,135      26,295       9,472      16,135      26,295
 
     15      106,150       --          500,000      500,000      --          11,290      35,182      --          11,290      35,182
     20      162,660       --           --          500,000      --          --          29,787      --          --          29,787
     25      234,782       --           --           --          --          --          --          --          --          --
     30      326,828       --           --           --          --          --          --          --          --          --
</TABLE>
    
 
All Amounts are in Dollars
 
                             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. Guaranteed cost of insurance rates,
                             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.
 
   
                             The net rates of return referred to above reflect
                             the deduction of 0.90% per year for the mortality
                             and expense risk charge and Fund expenses assumed
                             to be 1.00% per year but which may be higher or
                             lower (see pages 10 and 11 of this prospectus).
    
 
       72
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                MALE    NONSMOKER    ISSUE AGE 45
                                $4,685 ANNUAL PREMIUM
                                FACE AMOUNT $500,000
                                DEATH BENEFIT OPTION 1
 
                                CURRENT BASIS
 
<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        4,919      500,000      500,000      500,000       3,025       3,250       3,476           0           0           0
      2       10,084      500,000      500,000      500,000       6,041       6,685       7,357         257         901       1,574
      3       15,508      500,000      500,000      500,000       8,919      10,180      11,551       3,136       4,396       5,768
      4       21,203      500,000      500,000      500,000      11,653      13,731      16,084       5,869       7,947      10,300
      5       27,182      500,000      500,000      500,000      14,235      17,332      20,985       8,452      11,548      15,201
 
      6       33,460      500,000      500,000      500,000      16,660      20,977      26,286      12,033      15,351      21,659
      7       40,053      500,000      500,000      500,000      18,921      24,662      32,025      15,451      21,192      28,554
      8       46,974      500,000      500,000      500,000      21,011      28,380      38,243      18,697      26,067      35,929
      9       54,242      500,000      500,000      500,000      22,924      32,126      44,988      21,767      30,970      43,831
     10       61,874      500,000      500,000      500,000      24,653      35,895      52,313      24,653      35,895      52,313
 
     15      106,150      500,000      500,000      500,000      30,617      55,389     100,953      30,617      55,389     100,953
     20      162,660      500,000      500,000      500,000      30,599      74,543     178,543      30,599      74,543     178,543
     25      234,782      500,000      500,000      500,000      20,949      90,039     306,538      20,949      30,039     306,538
     30      326,829      500,000      500,000      565,097           0      91,616     528,128           0      91,616     528,128
</TABLE>
 
All Amounts are in Dollars
 
                             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. Guaranteed cost of insurance rates,
                             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.
 
                             The net rates of return referred to above reflect
                             the deduction of 0.45% per year in years 1-10 and
                             0.25% thereafter for the mortality and expense risk
                             charge and Fund expenses assumed to be 1.00% per
                             year but which may be higher or lower (see pages 10
                             and 11 of this prospectus).
 
                                                                      73
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                FEMALE    NONSMOKER    ISSUE AGE 35
                                $2,075 ANNUAL PREMIUM
                                FACE AMOUNT $500,000
                                DEATH BENEFIT OPTION 1
 
                                GUARANTEED BASIS
 
   
<TABLE>
<CAPTION>
           PREMIUMS                DEATH BENEFIT                   TOTAL ACCUMULATION VALUE                SURRENDER VALUE
          ACCUMULATED       ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF
  END OF      AT        GROSS 0%     GROSS 6%     GROSS 12%    GROSS 0%    GROSS 6%   GROSS 12%    GROSS 0%    GROSS 6%   GROSS 12%
  POLICY  5% INTEREST      NET          NET          NET         NET         NET         NET         NET         NET         NET
   YEAR    PER YEAR      -1.90%        4.10%       10.10%       -1.90%      4.10%       10.10%      -1.90%      4.10%       10.10%
          -----------  -------------------------------------  ----------------------------------  ----------------------------------
  ------
  <S>     <C>          <C>          <C>          <C>          <C>         <C>         <C>         <C>         <C>         <C>
 
      1        2,179      500,000      500,000      500,000         975       1,063       1,151           0           0           0
      2        4,466      500,000      500,000      500,000       1,938       2,176       2,426           0           0           0
      3        6,869      500,000      500,000      500,000       2,821       3,272       3,765           0           0           0
      4        9,391      500,000      500,000      500,000       3,615       4,338       5,163           0          93         918
      5       12,039      500,000      500,000      500,000       4,308       5,360       6,613          63       1,115       2,368
 
      6       14,820      500,000      500,000      500,000       4,891       6,326       8,109       1,495       2,930       4,713
      7       17,739      500,000      500,000      500,000       5,357       7,223       9,647       2,810       4,676       7,100
      8       20,805      500,000      500,000      500,000       5,704       8,045      11,226       4,006       6,347       9,528
      9       24,024      500,000      500,000      500,000       5,938       8,792      12,857       5,089       7,943      12,008
     10       27,404      500,000      500,000      500,000       6,056       9,457      14,541       6,056       9,457      14,541
 
     15       47,014      500,000      500,000      500,000       4,817      11,264      23,825       4,817      11,264      23,825
     20       72,042       --          500,000      500,000      --           8,987      34,132      --           8,987      34,132
     25      103,985       --           --          500,000      --          --          44,484      --          --          44,484
     30      144,754       --           --          500,000      --          --          52,904      --          --          52,904
</TABLE>
    
 
All Amounts are in Dollars
 
                             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. Guaranteed cost of insurance rates,
                             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.
 
   
                             The net rates of return referred to above reflect
                             the deduction of 0.90% per year for the mortality
                             and expense risk charge and Fund expenses assumed
                             to be 1.00% per year but which may be higher or
                             lower (see pages 10 and 11 of this prospectus).
    
 
       74
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
FEMALE    NONSMOKER    ISSUE AGE 35
                            $2,075 ANNUAL PREMIUM
                            FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
 
CURRENT BASIS
 
<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        2,179    500,000   500,000   500,000     1,154     1,247     1,341         0         0         0
    2        4,466    500,000   500,000   500,000     2,402     2,666     2,943         0         0         0
    3        6,869    500,000   500,000   500,000     3,619     4,136     4,700         0         0       455
    4        9,391    500,000   500,000   500,000     4,781     5,636     6,604       536     1,391     2,359
    5       12,039    500,000   500,000   500,000     5,884     7,160     8,664     1,639     2,915     4,419
 
    6       14,820    500,000   500,000   500,000     6,927     8,709    10,898     3,531     5,313     7,502
    7       17,739    500,000   500,000   500,000     7,912    10,286    13,325     5,365     7,739    10,778
    8       20,805    500,000   500,000   500,000     8,840    11,891    15,965     7,142    10,193    14,267
    9       24,024    500,000   500,000   500,000     9,711    13,526    18,842     8,862    12,677    17,993
   10       27,404    500,000   500,000   500,000    10,527    15,194    21,982    10,527    15,194    21,982
 
   15       47,014    500,000   500,000   500,000    13,782    24,139    42,967    13,782    24,139    42,967
   20       72,042    500,000   500,000   500,000    15,155    33,622    76,248    15,155    33,622    76,248
   25      103,985    500,000   500,000   500,000    14,197    43,270   130,050    14,197    43,270   130,050
   30      144,754    500,000   500,000   500,000     9,997    52,180   218,566     9,997    52,180   218,566
</TABLE>
 
All Amounts are in Dollars
 
                             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.
 
                             The net rates of return referred to above reflect
                             the deduction of 0.45% per year in years 1-10 and
                             0.25% thereafter for the mortality and expense risk
                             charge and Fund expenses assumed to be 1.00% per
                             year but which may be higher or lower (see pages 10
                             and 11 of this prospectus).
 
                                                                      75
<PAGE>
   
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
FEMALE    NONSMOKER    ISSUE AGE 45
                            $3,550 ANNUAL PREMIUM
                            FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
                            GUARANTEED BASIS
    
 
   
<TABLE>
<CAPTION>
                             DEATH BENEFIT            TOTAL ACCUMULATION VALUE          SURRENDER VALUE
         PREMIUMS     ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF
        ACCUMULATED                        GROSS                         GROSS                         GROSS
END OF      AT        GROSS 0%  GROSS 6%    12%     GROSS 0%  GROSS 6%    12%     GROSS 0%  GROSS 6%    12%
POLICY  5% INTEREST     NET       NET       NET       NET       NET       NET       NET       NET       NET
 YEAR    PER YEAR      -1.90%    4.10%     10.10%    -1.90%    4.10%     10.10%    -1.90%    4.10%     10.10%
        -----------   ----------------------------
- ------                                              ----------------------------  ----------------------------
<S>     <C>           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 
    1        3,728    500,000   500,000   500,000     1,435     1,578     1,722         0         0         0
    2        7,641    500,000   500,000   500,000     2,789     3,166     3,562         0         0         0
    3       11,751    500,000   500,000   500,000     4,001     4,699     5,466         0         0       336
    4       16,066    500,000   500,000   500,000     5,057     6,161     7,426         0     1,031     2,296
    5       20,597    500,000   500,000   500,000     5,952     7,539     9,438       822     2,409     4,308
 
    6       25,354    500,000   500,000   500,000     6,673     8,815    11,495     2,569     4,711     7,391
    7       30,349    500,000   500,000   500,000     7,214     9,975    13,591     4,136     6,897    10,513
    8       35,594    500,000   500,000   500,000     7,558    10,994    15,712     5,506     8,942    13,660
    9       41,102    500,000   500,000   500,000     7,679    11,838    17,833     6,653    10,812    16,807
   10       45,884    500,000   500,000   500,000     7,575    12,492    19,950     7,575    12,492    19,950
 
   15       80,434    500,000   500,000   500,000     3,692    12,535    30,446     3,692    12,535    30,446
   20      123,253      --      500,000   500,000     --        4,013    38,841     --        4,013    38,841
   25      177,903      --        --      500,000     --        --       34,340     --        --       34,340
   30      247,651      --        --        --        --        --        --        --        --        --
</TABLE>
    
 
All Amounts are in Dollars
 
                             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. Guaranteed cost of insurance rates,
                             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.
 
   
                             The net rates of return referred to above reflect
                             the deduction of 0.90% per year for the mortality
                             and expense risk charge and Fund expenses assumed
                             to be 1.00% per year but which may be higher or
                             lower (see pages 10 and 11 of this prospectus).
    
 
       76
<PAGE>
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
FEMALE    NONSMOKER    ISSUE AGE 45
                            $3,550 ANNUAL PREMIUM
                            FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
                            CURRENT BASIS
 
<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      3,728    500,000   500,000   500,000     2,174     2,341     2,508         0         0         0
    2      7,641    500,000   500,000   500,000     4,387     4,861     5,356         0         0       226
    3     11,751    500,000   500,000   500,000     6,514     7,441     8,450     1,384     2,311     3,320
    4     16,066    500,000   500,000   500,000     8,553    10,081    11,812     3,423     4,951     6,682
    5     20,597    500,000   500,000   500,000    10,501    12,780    15,467     5,371     7,650    10,337
 
    6     25,354    500,000   500,000   500,000    12,355    15,536    19,445     8,251    11,432    15,341
    7     30,349    500,000   500,000   500,000    14,113    18,349    23,777    11,035    15,271    20,699
    8     35,594    500,000   500,000   500,000    15,772    21,219    28,498    13,720    19,167    26,446
    9     41,102    500,000   500,000   500,000    17,329    24,144    33,647    16,303    23,118    32,621
   10     46,884    500,000   500,000   500,000    18,782    27,124    39,270    18,782    27,124    39,270
 
   15     80,434    500,000   500,000   500,000    24,612    43,212    77,089    24,612    43,212    77,089
   20    123,253    500,000   500,000   500,000    27,014    60,447   137,860    27,014    60,447   137,860
   25    177,903    500,000   500,000   500,000    24,279    77,481   237,386    24,279    77,481   237,386
   30    247,651    500,000   500,000   500,000    12,642    90,961   405,165    12,642    90,961   405,165
</TABLE>
 
All Amounts are in Dollars
 
                             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.
 
                             The net rates of return referred to above reflect
                             the deduction of 0.45% per year in years 1-10 and
                             0.25% thereafter for the mortality and expense risk
                             charge and Fund expenses assumed to be 1.00% per
                             year but which may be higher or lower (see pages 10
                             and 11 of this prospectus).
 
                                                                      77
<PAGE>
APPENDIX 3
 
                    TAX INFORMATION
 
                    The Office of Tax Analysis of the U.S. Department of the
                    Treasury published a "Report to the Congress on the Taxation
                    of Life Insurance Company Products" in March 1990. Page 4 of
                    this report is Table 1.1, a "Comparison of Tax Treatment of
                    Life Insurance Products and Other Retirement Savings Plans".
                    Because it is a convenient summary of the relevant tax
                    characteristics of these products and plans, it is reprinted
                    here, with added footnotes to reflect exceptions to the
                    general rules.
 
                            ------------------------
 
                                   TABLE 1.1
           COMPARISON OF TAX TREATMENT OF LIFE INSURANCE PRODUCTS AND
                         OTHER RETIREMENT SAVINGS PLANS
 
<TABLE>
<CAPTION>
                                                              CASH-VALUE
                                                                 LIFE          NON-QUALIFIED                     QUALIFIED
                                                               INSURANCE         ANNUITIES          IRA'S         PENSION
                                                            ---------------  -----------------  --------------  -----------
<S>                                                         <C>              <C>                <C>             <C>
Annual Contribution Limits                                            No                No           Yes            Yes
Income Eligibility Limits                                             No                No          Yes**           No
Borrowing Treated as Distributions                                    No*              Yes        Loans not        Yes,
                                                                                                   allowed        beyond
                                                                                                   $50,000
Income Ordering Rules (Income included in First                       No*              Yes           Yes            Yes
 Distribution)
Early Withdrawal Penalties                                            No*              Yes***       Yes***        Yes***
Minimum Distribution Rules by Age 70 1/2                              No                No           Yes            Yes
Maximum Annual Distribution Rules                                     No                No           Yes            Yes
Anti-discrimination Rules                                             No                No            No            Yes
</TABLE>
 
- ------------------------
Department of the Treasury                                            March 1990
  Office of Tax Analysis
 
  *If the Policy is not a modified endowment contract.
 **If amounts paid in to fund the IRA are deductible; once over the income
   eligibility limits amounts paid into an IRA are permitted but not deductible.
***There are several exceptions to the application of the early withdrawal
   penalties for annuities, IRAs and qualified pensions.
 
                    The foregoing information is not intended as tax advice. You
                    should consult with your own tax advisor for more complete
                    information.
 
       78
<PAGE>
   
      [LOGO]
 
                                                                          (5/97)
    
<PAGE>
   
                        FEES AND CHARGES REPRESENTATION
    
 
   
    The Company represents that the fees and charges deducted under the
Contracts, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by the
Company.
    
 
                          UNDERTAKING TO FILE REPORTS
 
    Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
 
                       CONTENTS OF REGISTRATION STATEMENT
 
    This registration statement comprises the following papers and documents:
 
   
       The facing sheet;
       A cross-reference sheet (reconciliation and tie);
       The prospectus, consisting of 78 pages;
       The undertaking to file reports;
       The signatures;
       Written consents of the following persons:
    
   
           Robert A. Picarello
           Michelle L. Kunzman (previously filed with Pre-Effective Amendment
           No. 1)
           Price Waterhouse LLP
    
       Exhibit 1.  Fund Participation Agreements.
           Agreements between Connecticut General Life Insurance Company and
 
            (a) Alger American Fund
            (b) Fidelity Variable Products Fund*
            (c) Fidelity Variable Products Fund II*
            (d) MFS-Registered Trademark- Variable Insurance Trust*
            (e) Neuberger & Berman Advisers Management Trust
            (f)  OCC Accumulation Trust*
 
       *Incorporated by reference to Form S-6 Post-Effective Amendment No. 1
        (File No. 83-89238) of CG Variable Life Insurance Separate Account II,
        filed April 19, 1996.
<PAGE>
                                   SIGNATURES
 
   
    As required by the Securities Act of 1933 and the Investment Company Act of
1940, the registrant has duly caused this Post-Effective Amendment No. 3 to this
registration statement on Form S-6 (File No. 33-84426) to be signed on its
behalf by the undersigned thereunto duly authorized, in the Town of Bloomfield
and State of Connecticut, on the 17th day of April, 1997.
    
 
                                          CG VARIABLE LIFE INSURANCE SEPARATE
                                          ACCOUNT I
                                              (Registrant)
 
                                          By: ________/s/_THOMAS C. JONES_______
                                                      Thomas C. Jones,
                                                          PRESIDENT
                                             CONNECTICUT GENERAL LIFE INSURANCE
                                                           COMPANY
 
                                          CONNECTICUT GENERAL LIFE INSURANCE
                                          COMPANY
                                              (Depositor)
 
                                          By: ________/s/_THOMAS C. JONES_______
                                                      Thomas C. Jones,
                                                          PRESIDENT
 
<PAGE>
   
    Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Registration Statement (File No. 33-84426) has
been signed below on April 17, 1997 by the following persons as officers and
directors of the Depositor, in the capacities indicated:
    
 
   
<TABLE>
<CAPTION>
                      SIGNATURE                         TITLE
- ------------------------------------------------------  ------------------------------------------------------
<C>                                                     <S>
 
                  /s/THOMAS C. JONES
     -------------------------------------------        President
                   Thomas C. Jones                      (Principal Executive Officer)
 
                 /s/BRADLEY K MILLER*
     -------------------------------------------        Assistant Vice President and Actuary
                  Bradley K. Miller                     (Principal Financial Officer)
 
                   /s/ROBERT MOOSE*
     -------------------------------------------        Vice President
                     Robert Moose                       (Principal Accounting Officer)
 
                 /s/HAROLD W. ALBERT*
     -------------------------------------------        Director
                   Harold W. Albert
 
                /s/ROBERT W. BURGESS*
     -------------------------------------------        Director
                  Robert W. Burgess
 
                   /s/JOHN G. DAY*
     -------------------------------------------        Director
                     John G. Day
 
               /s/JOSEPH M. FITZGERALD*
     -------------------------------------------        Director
                 Joseph M. Fitzgerald
 
                 /s/H. EDWARD HANWAY*
     -------------------------------------------        Director
                   H. Edward Hanway
 
                  /s/CAROL M. OLSEN*
     -------------------------------------------        Director
                    Carol M. Olsen
 
                   /s/JOHN E. PACY*
     -------------------------------------------        Director
                     John E. Pacy
 
                /s/MARC L. PREMINGER*
     -------------------------------------------        Director
                  Marc L. Preminger
</TABLE>
    
<PAGE>
<TABLE>
<CAPTION>
                      SIGNATURE                         TITLE
- ------------------------------------------------------  ------------------------------------------------------
<C>                                                     <S>
               /s/ARTHUR C. REEDS, III*
     -------------------------------------------        Director
                 Arthur C. Reeds, III
 
               /s/PATRICIA L. ROWLAND*
     -------------------------------------------        Director
                 Patricia L. Rowland
 
             /s/W. ALLEN SCHAFFER, M.D.*
     -------------------------------------------        Director
               W. Allen Schaffer, M.D.
 
             *By: /s/ROBERT A. PICARELLO*
         ------------------------------------
                 Robert A. Picarello
                   ATTORNEY-IN-FACT
 
(A Majority of the Directors)
</TABLE>
<PAGE>
                               POWER OF ATTORNEY
 
   
    We, the undersigned directors and officers of Connecticut General Life
Insurance Company, hereby severally constitute and appoint David C. Kopp and
Robert A. Picarello, and each of them individually, our true and lawful
attorneys-in-fact, with full power to them and each of them to sign for us, in
our names and in the capacities indicated below, any and all amendments to
Registration Statement No. 33-84426 filed with the Securities and Exchange
Commission under the Securities Act of 1933, on behalf of the Company in its own
name or in the name of one of its Separate Accounts, hereby ratifying and
confirming our signatures as they may be signed by either of our
attorneys-in-fact to any such Registration Statement.
    
 
   
    WITNESS our hands and common seal on this 15th day of April, 1997.
    
 
   
             SIGNATURE                         TITLE
- -----------------------------------  -------------------------
 
          THOMAS C. JONES            President
- -----------------------------------  (Principal Executive
          Thomas C. Jones            Officer)
 
                                     Assistant Vice President
         BRADLEY K. MILLER           and Actuary
- -----------------------------------  (Principal Financial
         Bradley K. Miller           Officer)
 
           ROBERT MOOSE              Vice President
- -----------------------------------  (Principal Accounting
           Robert Moose              Officer)
 
         HAROLD W. ALBERT
- -----------------------------------  Director
         Harold W. Albert
 
         ROBERT W. BURGESS
- -----------------------------------  Director
         Robert W. Burgess
 
            JOHN G. DAY
- -----------------------------------  Director
            John G. Day
 
       JOSEPH M. FITZGERALD
- -----------------------------------  Director
       Joseph M. Fitzgerald
 
         H. EDWARD HANWAY
- -----------------------------------  Director
         H. Edward Hanway
 
          CAROL M. OLSEN
- -----------------------------------  Director
          Carol M. Olsen
 
           JOHN E. PACY
- -----------------------------------  Director
           John E. Pacy
 
         MARC L. PREMINGER
- -----------------------------------  Director
         Marc L. Preminger
 
       ARTHUR C. REEDS, III
- -----------------------------------  Director
       Arthur C. Reeds, III
 
        PATRICIA L. ROWLAND
- -----------------------------------  Director
        Patricia L. Rowland
 
      W. ALLEN SCHAFFER, M.D.
- -----------------------------------  Director
      W. Allen Schaffer, M.D.
 
    
<PAGE>
 
ROBERT A. PICARELLO
CHIEF COUNSEL                                                           [LOGO]
 
                                                             Law Department
                                                             S-321
                                                             900 Cottage Grove
                                                             Road
                                                             Hartford, CT
                                                             06152-2321
                                                             Phone: 860.726.8064
                                                             Fax: 860.726.1778
April 17, 1997
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
 
Re:    Connecticut General Life Insurance Company
       CG Variable Life Insurance Separate Account I
       File No. 33-84426
       Post-Effective Amendment No. 3
 
Dear Sirs:
 
As Chief Counsel of the Individual Insurance Division of the CIGNA Companies, I
am familiar with the actions of the Board of Directors of Connecticut General
Life Insurance Company (the "Company"), establishing CG Variable Life Insurance
Separate Account I (the "Account") and its method of operation and authorizing
the filing of a registration statement under the Securities Act of 1933 for the
securities to be issued by the Account and the Investment Company Act of 1940
for the Account itself.
 
In the course of preparing this opinion, I have reviewed the Certificate of
Incorporation and the By-Laws of the Company, the Board actions with respect to
the Account, and such other matters as I deemed necessary or appropriate. Based
on such review, I am of the opinion that the variable life insurance policies
(and interests therein) which are the subject of the registration statement
under the Securities Act of 1933 filed for the Account will, when issued, be
legally issued and will represent binding obligations of the Company, the
depositor for the Account.
 
I further consent to the use of this opinion as an Exhibit to said Registration
Statement and to the reference to me under the heading "Experts" in said
Registration Statement.
 
Very truly yours,
 
/s/ ROBERT A. PICARELLO
 
Robert A. Picarello
Chief Counsel
<PAGE>
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
   
We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 3 to the registration statement of the CG Variable
Life Insurance Separate Account I on Form S-6 of our reports dated February 11,
1997 and February 20, 1997, relating to the consolidated financial statements of
Connecticut General Life Insurance Company and of the CG Variable Life Insurance
Separate Account I of Connecticut General Life Insurance Company, respectively,
which appear in such Prospectus. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
    
 
   
Price Waterhouse LLP
Hartford, Connecticut
April 22, 1997
    

<PAGE>

Insured   JOHN DOE                               SPECIMEN     Policy Number

Initial Specified Amount  $100,000               October 15, 1994  Date of Issue



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

                MAILING ADDRESS: CIGNA INDIVIDUAL INSURANCE
                                 VARIABLE PRODUCTS SERVICE CENTER - ROUTING S249
                                 HARTFORD, CT  06152-2249


The Company agrees to pay the death benefit to the Beneficiary upon receipt of
due proof of the Insured's death during the continuance of the policy.

RIGHT TO EXAMINE THIS POLICY.  The policy may be returned to the insurance agent
through whom it was purchased or to the Company within 45 days of the date the
application is signed by the Owner or within 10 days after receipt of the 
policy, (20 days after its receipt where required by law for policies issued in
replacement of other insurance), whichever is later.  During this period, the
premium paid will be placed in the Fixed Account, and if the policy is so
returned, it will be deemed void from the Date of Issue and the Company will
refund all premium paid.  If the policy is not returned during the
right-to-examine period, the premium payment will be processed as set forth in
the "Allocation of Premium Payments" provision.

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

THE DEATH BENEFIT AMOUNT ON THE DATE OF ISSUE EQUALS THE INITIAL SPECIFIED 
AMOUNT OF THE POLICY.  THEREAFTER, THE DEATH BENEFIT MAY VARY UNDER THE 
CONDITIONS DESCRIBED UNDER THE "INSURANCE COVERAGE PROVISIONS".

The policy is issued and accepted subject to the terms set forth on the 
following pages, which are made a part of the policy.  In consideration of 
the application and the payment of premiums as provided, this policy is 
executed by Connecticut General Life Insurance Company as of its Date of 
Issue.

                                               /s/ Thomas C. Jones

     Registrar                                       PRESIDENT

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
            Variable life insurance payable upon death of Insured.
           Flexible premiums. Non-participating. Investment results
                         reflected in policy benefits.

<PAGE>


                               TABLE OF CONTENTS


                                                                            PAGE

POLICY SPECIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

LIST OF VARIABLE ACCOUNT SUB-ACCOUNTS. . . . . . . . . . . . . . . . . . . .  4

SCHEDULE 1:  SURRENDER CHARGES . . . . . . . . . . . . . . . . . . . . . . .  5

SCHEDULE 2:  EXPENSE CHARGES AND FEES. . . . . . . . . . . . . . . . . . . .  6

SCHEDULE 3:  TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES . . . . . .  7

SCHEDULE 4:  CORRIDOR PERCENTAGES TABLE. . . . . . . . . . . . . . . . . . .  8

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

PREMIUM AND REINSTATEMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . 10

OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS . . . . . . . . . . . . . . 11

VARIABLE ACCOUNTS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 12

POLICY VALUES PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 13

TRANSFER PRIVILEGE PROVISION . . . . . . . . . . . . . . . . . . . . . . . . 16

NONFORFEITURE AND SURRENDER VALUE PROVISIONS . . . . . . . . . . . . . . . . 17

LOAN PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

INSURANCE COVERAGE PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . 18

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

FOLLOWED BY OPTIONAL METHODS OF SETTLEMENT AND ANY RIDERS

NOTE:  PAGES 4 AND 6 ARE INTENTIONALLY "BLANK".

                                                                               2
<PAGE>


                             POLICY SPECIFICATIONS

Insured  John Doe                      Specimen   Policy Number 
Initial Specified Amount  $100,000     October 15, 1994 Date of Issue 
Minimum Specified Amount   $50,000     35 Issue Age 
Monthly Anniversary Day   15           Nonsmoker Premium Class

LN605 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT:  The Death Benefit Option initially elected under this policy 
is Death Benefit Option 1.  (See "Insurance Coverage Provisions").

PREMIUM PAYMENTS:  Initial premium paid with application  $580.00 Additional 
premium payments may vary by frequency or amount.

PAYMENT MODE:  Annually

GUARANTEED INITIAL DEATH BENEFIT PREMIUM:  $2,249.70, or cumulative premium 
                                           payments as of any Monthly 
                                           Anniversary Day during the first 5
                                           Policy Years must be at least equal
                                           to 1/60th of this amount times the
                                           sum of 1 plus the number of full
                                           months that have elapsed between the
                                           Date of Issue and the applicable
                                           Monthly Anniversary Day. (Such 
                                           payment(s) will guarantee a minimum
                                           death benefit equal to the Initial
                                           Specified Amount during the first 5
                                           Policy Years, assuming there have
                                           been no loans or surrenders. See 
                                           "Minimum Premiums" provision).

NOTE:  This policy may terminate prior to age 100 if actual premiums paid, 
interest credited and market performance are insufficient to maintain a 
positive surrender value to continue coverage to that date.

GUIDELINE ANNUAL PREMIUM AMOUNT: $1,177.05 
     NOTE:  A separate Guideline Annual Premium Amount will apply to 
            increases if any, in Specified Amount.

LIMITS ON ALLOCATION OF NET PREMIUM PAYMENTS:  The minimum allocation 
percentage to the Fixed Account or a Variable Account Sub-Account is 10%.  
All allocations must be made in whole percentages and in aggregate must total 
100%.  Premium payments will be allocated net of the Premium Load specified 
in Schedule 2.

LIMITS ON TRANSFERS:  Transfer(s) from the Fixed Account may only be made 
during the 30-day period following each Policy Anniversary and is (are) 
subject to a maximum aggregate annual limit of 20% of the Fixed Account Value 
as of that Policy Anniversary.  Additionally, the Company has the right to 
limit the dollar amount of such transfers.

GUARANTEED MINIMUM INTEREST RATES:  The interest rate used to credit interest
on the Fixed Account Value may vary but will never be less than .010746% 
compounded daily (4% compounded yearly).

The interest rate used to credit interest on the Loan Account Value may vary 
but will never be less than the loan interest rate less 2% per year during 
Policy Years 1 through 10 and less 1% per year thereafter.  (As of the Date 
of Issue, the difference between the loan interest rate charged and the 
interest rate credited on the Loan Account Value is 1% per year  for Policy 
Years 1 through 10 and .25% per year thereafter.)

OWNER:  THE INSURED

BENEFICIARY:  MARY DOE, WIFE


                                                                               3
<PAGE>

                    LIST OF VARIABLE ACCOUNT SUB-ACCOUNTS


FUND GROUPS                              FUNDS (SUB-ACCOUNTS)

FIDELITY INVESTMENTS
  Variable Insurance Products Fund       Equity-Income Portfolio 
  Variable Insurance Products Fund II    Asset Manager Portfolio
                                         Investment Grade Bond Portfolio

FRED ALGER MANAGEMENT, INC.
  Alger American Fund                    Alger American Growth Portfolio
                                         Alger American Leveraged AllCap
                                          Portfolio
                                         Alger American MidCap Growth Portfolio
                                         Alger American Small Capitalization
                                          Portfolio

MASSACHUSETTS FINANCIAL SERVICES 
  MFS Variable Insurance Trust           MFS Total Return Series
                                         MFS Utilities Series
                                         MFS World Governments Series

NEUBERGER & BERMAN
  Neuberger & Berman Advisers            AMT Balanced Portfolio
   Management Trust (AMT)                AMT Limited Maturity Bond Portfolio
                                         AMT Partners Portfolio

QUEST FOR VALUE 
Quest for Value Accumulation Trust       Quest Global Equity Portfolio
                                         Quest Managed Portfolio
                                         Quest Small Cap Portfolio

NOTE:  NET PREMIUM PAYMENTS MAY ALSO BE ALLOCATED TO THE FIXED ACCOUNT.


VARIABLE ACCOUNT SEPARATE ACCOUNT:   CG Variable Life Insurance Separate 
Account I:  A Connecticut General Life Insurance Company separate Investment 
Account which was established on July 6, 1994.


                                                                              4
<PAGE>

                       SCHEDULE 1:   SURRENDER CHARGES

Surrender charges are used in the determination of the surrender value of the 
policy and are assessed upon surrender of the policy.  Such charges are 
applicable within 10 years of the Date of Issue and within 10 years following 
the date of any increase in Specified Amount.  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 from the table below, but in no event will 
the surrender charge ever exceed the maximum surrender charge allowed by law.

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

         DURING POLICY YEAR*:

         1 and 2 30% of the sum of premiums paid up to an amount equal to the
                 Guideline Annual Premium Amount, plus 10% of the sum of 
                 premiums paid between one and two times the Guideline Annual 
                 Premium Amount, plus 9% of the sum of premiums paid in excess 
                 of two times the Guideline Annual Premium Amount.

         3 through 10 Same dollar amount as end of Policy Year* 2.

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

(b)      SURRENDER CHARGE GRADING FACTORS 
            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%

         If a surrender 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.

         *NUMBER OF POLICY YEARS ELAPSED SINCE  THE DATE OF ISSUE OR FROM THE 
          EFFECTIVE DATE(S) OF ANY INCREASE(S) IN SPECIFIED AMOUNT.

No surrender charge is applied upon either a partial surrender or a decrease 
in Specified Amount, however, a transaction fee of $25 is assessed for each 
partial surrender and will be processed as set forth in the "Partial 
Surrender" provision and for any decrease in Specified Amount effected while 
surrender charges apply under the policy, there will be no change in the 
surrender charge from that which was applicable before the decrease took effect.

                                                                               5
<PAGE>


                    SCHEDULE 2:  EXPENSE CHARGES AND FEES

PREMIUM LOAD.  A charge equal to 3.5% of each premium payment will be 
deducted to cover applicable state taxes and federal income tax liabilities.

MONTHLY ADMINISTRATIVE FEE.  A monthly deduction is made on each Monthly 
Anniversary Day. (See "Monthly Deduction" provision.)  It includes an 
administrative fee charge, cost of insurance charges and any charges for 
supplemental riders or optional benefits.

The monthly administrative fee as of the Date of Issue of the policy is 
$15.00 per month during the first Policy Year and $5.00 per month during 
subsequent Policy Years.  This fee may be changed by the Company after the 
first Policy Year based on its expectations of future expenses, but the 
amount of such fee is guaranteed not to exceed $10.00 per month.

CHARGES AND FEES ASSOCIATED WITH THE VARIABLE ACCOUNT SUB-ACCOUNTS.  For 
mortality and expense risk, an asset charge is deducted from each Variable 
Account Sub-Account at the end of each Valuation Period.  This charge may be 
changed by the Company from time to time, but it is guaranteed not to exceed 
a daily rate which is equivalent to .90% annually of a Sub-Account's Value.
As of the Date of Issue of the policy, this charge was equal to a daily rate 
which is equivalent to .45% annually during Policy Years 1 through 10 and a 
daily rate which is equivalent to .25% annually during the 11th and later 
Policy Years.

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

TRANSFER FEE.  A transaction fee of $25 applies to each transfer in excess of 
12 made during any Policy Year.



                                                                               6
<PAGE>


          SCHEDULE 3: TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
                      (ATTAINED AGE MONTHLY RATES PER $1,000 OF NET AMOUNT
                      AT RISK)

SPECIAL NOTE:  The actual monthly cost of insurance rates charged under this 
               policy will vary based on the sex, attained age (nearest
               birthday) and Premium Class of the person insured; however, they
               will not exceed the rates shown in the table below. In
               determining the monthly cost of insurance, the Company will add
               the amount of the Flat Extra Monthly Insurance Cost, if any, 
               shown in the Policy Specifications.  If the person insured is in
               a rated premium class, the Guaranteed Maximum Life Insurance
               Rates will be those in the table multiplied by the Risk Factor,
               if any, shown in the Policy Specifications. The rates below are
               based on the 1980 CSO Tables (Male or Female as appropriate).

<TABLE>
<CAPTION>

ATTAINED                     ATTAINED                       ATTAINED
  AGE       MALE    FEMALE      AGE       MALE    FEMALE      AGE       MALE    FEMALE
(NEAREST   MONTHLY  MONTHLY  (NEAREST    MONTHLY  MONTHLY  (NEAREST    MONTHLY  MONTHLY
BIRTHDAY)    RATE    RATE     BIRTHDAY)    RATE    RATE     BIRTHDAY)   RATE     RATE
- ---------------------------  ----------------------------  ----------------------------
<S>        <C>      <C>      <C>         <C>      <C>      <C>         <C>       <C>
    0      0.34845  0.24089      35      0.17586  0.13752      70      3.30338   1.84590
    1      0.08917  0.07251      36      0.18670  0.14669      71      3.62140   2.02325
    2      0.08251  0.06750      37      0.20004  0.15752      72      3.98666   2.24419
    3      0.08167  0.06584      38      0.21505  0.17003      73      4.40599   2.51548
    4      0.07917  0.06417      39      0.23255  0.18503      74      4.87280   2.83552
- ---------------------------  ----------------------------  -----------------------------

    5      0.07501  0.06334      40      0.25173  0.20171      75      5.37793   3.19685
    6      0.07167  0.06084      41      0.27424  0.22005      76      5.91225   3.59370
    7      0.06667  0.06000      42      0.29675  0.23922      77      6.46824   4.01942
    8      0.06334  0.05834      43      0.32260  0.25757      78      7.04089   4.47410
    9      0.06167  0.05750      44      0.34929  0.27674      79      7.64551   4.97042
- ---------------------------  ----------------------------  -----------------------------

    10     0.06084  0.05667      45      0.37931  0.29675      80      8.30507   5.52957
    11     0.06417  0.05750      46      0.41017  0.31677      81      9.03761   6.17118
    12     0.07084  0.06000      47      0.44353  0.33761      82      9.86724   6.91414
    13     0.08251  0.06250      48      0.47856  0.36096      83     10.80381   7.77075
    14     0.09584  0.06667      49      0.51777  0.38598      84     11.82571   8.72632
- ---------------------------  ----------------------------  -----------------------------

    15     0.11085  0.07084      50      0.55948  0.41350      85     12.91039   9.76952
    16     0.12585  0.07501      51      0.60870  0.44270      86     14.03509  10.89151
    17     0.13919  0.07917      52      0.66377  0.47523      87     15.18978  12.08770
    18     0.14836  0.08167      53      0.72636  0.51276      88     16.36948  13.35774
    19     0.15502  0.08501      54      0.79730  0.55114      89     17.57781  14.70820
- ---------------------------  ----------------------------  -----------------------------

    20     0.15836  0.08751      55      0.87326  0.59118      90     18.82881  16.15259
    21     0.15919  0.08917      56      0.95591  0.63123      91     20.14619  17.71416
    22     0.15752  0.09084      57      1.04192  0.66961      92     21.57655  19.43814
    23     0.15502  0.09251      58      1.13378  0.70633      93     23.20196  21.40786
    24     0.15169  0.09501      59      1.23235  0.74556      94     25.28174  23.83051
- ---------------------------  ----------------------------  -----------------------------

    25     0.14752  0.09668      60      1.34180  0.78979      95     28.27411  27.16158
    26     0.14419  0.09918      61      1.46381  0.84488      96     33.10677  32.32378
    27     0.14252  0.10168      62      1.60173  0.91417      97     41.68475  41.21204
    28     0.14169  0.10501      63      1.75809  1.00267      98     58.01259  57.81394
    29     0.14252  0.10835      64      1.93206  1.10539      99     83.33333  83.33333
- ---------------------------  ----------------------------  -----------------------------

    30     0.14419  0.11251      65      2.12283  1.21731
    31     0.14836  0.11668      66      2.32623  1.33511
    32     0.15252  0.12085      67      2.54312  1.45461
    33     0.15919  0.12502      68      2.77350  1.57247
    34     0.16669  0.13168      69      3.02328  1.69955
- ---------------------------  ----------------------------

</TABLE>


                                                                               7
<PAGE>

                   SCHEDULE 4:  CORRIDOR PERCENTAGES TABLE

As of the Date of Issue of this policy the formula in effect to determine the 
amount under item (b) of both Death Benefit Option 1 and Death Benefit Option 
2 is based on a percent of the Accumulation Value as determined from the 
following table:

      INSURED'S          CORRIDOR          INSURED'S          CORRIDOR
     ATTAINED AGE       PERCENTAGE       ATTAINED AGE        PERCENTAGE
     ------------       ----------       ------------        -----------
         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
        -----             -----             ------              -----


                                                                              8
<PAGE>

                                   DEFINITIONS


ACCUMULATION VALUE.  The sum of (i) the then current value of the Fixed 
Account, (ii) all of the then current values of the Variable Account 
Sub-Accounts (i.e. the Variable Account Value), and (iii) the Loan Account 
Value.

DATE OF ISSUE.  The date on which the policy becomes effective.  The Date of 
Issue is shown in the Policy Specifications.

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

FIXED ACCOUNT.  The account which provides for a guaranteed minimum interest 
rate.  The Company may, at its discretion, credit a higher current rate of 
interest.  Fixed Account assets are general assets of the Company and are 
distinguishable from those allocated to a separate account of the Company.

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

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

HOME OFFICE.  Connecticut General Life Insurance Company, the mailing 
address of which for this policy is CIGNA Individual Insurance, Variable 
Products Service Center - Routing S249, Hartford, Connecticut 06152-2249.

IN WRITING.  In a written form satisfactory to the Company and received by 
the Company at its Home Office.

LOAN ACCOUNT.  The account in which policy indebtedness (outstanding loans 
and interest) accrues once it is transferred out of the Fixed Account and 
Variable Account Sub-Accounts.  The Loan Account is part of the Company's 
general account.

LOAN ACCOUNT VALUE.  The value of the Loan Account, the amount of which 
equals the indebtedness under the policy.

MONTHLY ANNIVERSARY DAY.  The day of the month, as shown in the Policy 
Specifications, when the Company deducts certain charges.  If that day does 
not occur on a Valuation Day or is nonexistent for that month, then such 
charges will be deducted on the next Valuation Day.

NET ACCUMULATION VALUE.  An amount equal to the Accumulation Value less the 
amount of indebtedness, if any, in the Loan Account.

NET PREMIUM PAYMENT.  The amount of a premium payment, less the premium load 
shown in Schedule 2.  A Net Premium Payment is the amount available for 
allocation to the Fixed Account and the Variable Account Sub-Accounts.

POLICY ANNIVERSARIES AND POLICY YEARS.  Twelve-month periods measured from 
the Date of Issue.

SEC.  The Securities and Exchange Commission.

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

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

                                                                              9
<PAGE>

                               DEFINITIONS (CONTINUED)

VALUATION PERIOD.  The period of time for which a Fund determines its net 
asset value; a Valuation Period begins on the day following a Valuation Day 
and ends on the next Valuation Day.  A Valuation Period may be more than one 
day in length.

VARIABLE ACCOUNT.   The account consisting of all Sub-Account(s) invested in 
shares of the Fund(s).  Variable Account assets are separate account assets 
of the Company, the investment performance of which is kept separate from 
that of the general assets of the Company and are not chargeable with the 
general liability of the Company.

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

                     PREMIUM AND REINSTATEMENT PROVISIONS

PAYMENT OF PREMIUMS.  All premiums are payable at the Home Office or to an 
authorized representative of the Company.  The first premium is due on the 
Date of Issue and is payable in advance.  Additional premiums may be paid 
under the policy subject to the consent of the Company and the requirements 
specified under the "Minimum Premiums" and "Additional Premiums" 
provisions.  Receipts signed by the President or Secretary and duly 
countersigned will be furnished upon request.

MINIMUM PREMIUMS.  The minimum premium for the policy is the amount necessary 
to maintain a positive surrender value as set forth under the "Grace 
Period" provision.  The Guaranteed Initial Death Benefit Premium, as shown 
in the Policy Specifications, is not mandatory but is the premium amount 
necessary to guarantee that the death benefit will not be less than the 
Initial Specified Amount during the first 5 Policy Years regardless of market 
performance, assuming that there are no loans or partial surrenders under the 
policy.

PLANNED PREMIUMS.  If the Owner chooses to make periodic premium payments, 
the Company will send premium reminder notices for the amounts and frequency 
of payments established by the Owner.  Changes in the amounts or frequency of 
such planned periodic payments by the Owner will be subject to the consent of 
the Company.

ADDITIONAL PREMIUMS.  In addition to planned premiums, if any, additional 
premium payments of at least $100.00 each may be made up to age 100 of the 
Insured during the continuance of the policy.  The Company reserves the right 
to limit the amount or number of any such additional premium payments.

Unless otherwise specified by the Owner, if there is any policy indebtedness, 
any additional premiums paid will be used first as a loan repayment with any 
excess applied as an additional premium.

ALLOCATION OF NET PREMIUM PAYMENTS.  Net Premium Payments may be allocated to 
the Fixed Account and/or to Variable Account Sub-Accounts under the policy 
subject to the "Limits on Allocation of Net Premium Payments" shown in the 
Policy Specifications. The Net Premium Payment associated with the initial 
premium payment will be allocated within 3 business days of the expiration of 
the "Right to Examine Contract" period in accordance with the allocation 
percentages specified in the application.  Subsequent Net Premium Payments 
will be allocated on the same basis as the most recent previous Net Premium 
Payment unless the Company is otherwise instructed in writing to change the 
allocation percentages.

GUIDELINE ANNUAL PREMIUM AMOUNT.  The level annual amount as shown in the 
Policy Specifications as of the Date of Issue is an amount calculated in 
accordance with SEC Rule 6e-3(T) under the 1940 Act as in effect on such 
date.  The Guideline Annual Premium Amount under this policy is used in 
determining the amount of the surrender charges if the policy is surrendered 
during a period for which surrender charges are applicable.

GRACE PERIOD.  If the surrender value on any Monthly Anniversary Day is less 
than the required monthly deduction, a grace period of 61 days will be 
granted to pay a premium sufficient to cover the required monthly deduction.  
If, however, the Guaranteed Initial Death Benefit Premium requirement as set 
forth in the Policy Specifications is met, the policy will not lapse during 
the first 5 Policy Years and a minimum death benefit amount at least equal to 
the Initial Specified Amount will be guaranteed during that period, 
regardless of market performance (assuming that there are no loans or partial 
surrenders under the policy).
                                                                             10
<PAGE>


                PREMIUM AND REINSTATEMENT PROVISIONS (CONTINUED)

At least 31 days before the end of the grace period the Company will send a 
notice that there is insufficient value under the policy.  The notice will 
show the amount of premium required to cover the monthly deduction to prevent 
the policy from lapsing and will be mailed to the last known addresses of the 
Owner and the assignee of record with the Company, if any.  If such premium, 
as billed by the Company, is not paid within the grace period, all coverage 
under the policy will terminate without value at the end of the grace period. 
 If the Insured dies during the grace period, the Company will deduct any 
overdue monthly deductions from the benefits.

REINSTATEMENT. After the policy has lapsed due to the expiration of a grace 
period, it may be reinstated any time during the Insured's lifetime provided: 
(a) it has not been surrendered for cash, (b) a written application for 
reinstatement is submitted to the Company, (c) evidence of insurability 
satisfactory to the Company is furnished, (d) enough premium is paid to keep 
the policy in force for at least 2 months, and (e) any indebtedness against 
the policy increased by any loan interest is paid or reinstated.

The effective date of the reinstated policy will be the Monthly Anniversary 
Day next following the date the application for reinstatement is approved by 
the Company. The surrender charges set forth in Schedule 1 will be reinstated 
as of the Policy Year in which the policy lapsed.

                OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS

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.

RIGHTS OF OWNER.  While the Insured is alive, the Owner may exercise all 
rights and privileges under the policy including the right to:   (a) release 
or surrender the policy to the Company, (b) agree with the Company to any 
change in or amendment to the policy, (c) transfer all rights and privileges 
to another person, (d) change the Beneficiary, and (e) assign the policy.

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

Unless provided otherwise, if the Owner is a person other than the Insured 
and dies before the Insured, all the rights and privileges of the Owner will 
vest in the Owner's executors, administrators or assigns.

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

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

A transfer of Ownership, or a revocation of transfer, must be in writing on a 
form satisfactory to the Company and filed at the Home Office.  A transfer, 
or a revocation, will not take effect until recorded in writing by the 
Company.  When a transfer or revocation has been so recorded, it will take 
effect as of the effective date specified by the Owner.  Any payment made or 
any action taken or allowed by the Company before the transfer, or the 
revocation, is recorded will be without prejudice to the Company.

ASSIGNMENT.  The Company will not be affected by any assignment of the policy 
until the original assignment or a certified copy of the assignment is filed 
at the Home Office.

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


                                                                              11
<PAGE>

         OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS (CONTINUED)

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

BENEFICIARY. The Beneficiary on the Date of Issue will be the person 
designated in the Policy Specifications.

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

CHANGE OF BENEFICIARY. A new Beneficiary may be designated from time to time. 
A request for change of Beneficiary must be in writing on a form satisfactory 
to the Company and filed at the Home Office. The request must be signed by 
the Owner. The request must also be signed by the Beneficiary if the right to 
change the Beneficiary has not been reserved to the Owner.

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

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

                          VARIABLE ACCOUNT PROVISIONS

VARIABLE ACCOUNT AND SUB-ACCOUNTS.  Assets accumulated on a variable basis 
are held in the Variable Account Separate Account designated in this policy 
on page 5 which was established by a resolution of the Company's Board of 
Directors as a "separate account" under governing law of Connecticut, the 
Company's state of domicile, and registered as a unit investment trust under 
the 1940 Act.  Under Connecticut law, the Variable Account assets (except 
assets in excess of its reserves and other contract liabilities) cannot be 
charged with the general liabilities of the Company.  The Variable Account 
assets are owned and controlled exclusively by the Company, and the Company 
is not a trustee with respect to those assets.

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

Subject to any vote by persons having the right under the 1940 Act to vote 
thereon, the Company may elect to operate the Variable Account as a 
management company rather than a unit investment trust under the 1940 Act, 
or, if registration is no longer required, to deregister the Variable 
Account.  In such event, the Company may endorse this policy to reflect such 
change and any necessary or appropriate action taken to effect the change.  
Any changes in Variable Account investment policy shall have been approved by 
the Connecticut Insurance Commissioner and approved or filed, as required, in 
the state or other jurisdiction where this policy was issued.

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


                                                                            12
<PAGE>

                   VARIABLE ACCOUNT PROVISIONS (CONTINUED)

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

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

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

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


                               POLICY VALUES PROVISIONS

ACCUMULATION VALUE.  The Accumulation Value equals the sum of (i) the then 
current value of the Fixed Account (ii) all of the then current values of the 
Variable Account Sub-Accounts (i.e. the Variable Account Value), and (iii) 
the Loan Account Value.  At any point in time, therefore, the Accumulation 
Value reflects (a) Net Premium Payments made, (b) interest credited under the 
Fixed Account, (c) the amount of any partial surrenders, (d) interest charged 
and credited under the Loan Account, (e) any transfer fees, (f) all monthly 
and other deductions as specified below, (g) the daily mortality and expense 
deduction specified under Schedule 2, and (h) any increases or decreases as a 
result of market performance in the Variable Account Sub-Accounts.

CALCULATION OF ACCUMULATION VALUE. On each Valuation Day after the Date of 
Issue, the Accumulation Value will be equal to (1), plus (2), plus (3), minus 
(4), plus or minus (5) as the case may be, minus (6), minus (7), minus (8), 
and if the Valuation Day is the same as a Monthly Anniversary Day, minus (9), 
where;

(1)  is the Accumulation Value on the preceding Valuation Day;

(2)  is all premiums received since the preceding Valuation Day less the 
     premium load charges from Schedule 2;

(3)  the interest credited under the Fixed Account and the Loan Account since 
     the preceding Valuation Day;

(4)  the interest charged against the Loan Account since the preceding 
     Valuation Day;

(5)  is the gain or loss in the Variable Account Value based on market 
     performance since the last Valuation Day;
 
                                                                              13
<PAGE>

                     POLICY VALUES PROVISIONS (CONTINUED)

(6)  the charges and fees associated with the Variable Account Sub-Accounts 
     from Schedule 2;
 
(7)  the amount of any partial surrenders since the preceding Valuation Day;

(8)  any transaction fees assessed since the preceding Valuation Day;

(9)  is the monthly deduction  for the month following the Monthly 
Anniversary Day.

FIXED ACCOUNT VALUE.  The Fixed Account Value, if any, with respect to this 
policy, at any point in time, is equal to the sum of the Net Premium Payments 
allocated or other amounts (net of any charges) transferred to the Fixed 
Account plus interest credited to such account less the monthly deductions 
applied to such account and less any partial surrenders or amounts 
transferred from the Fixed Account.

INTEREST CREDITED UNDER FIXED ACCOUNT.  The Company will credit interest to 
the Fixed Account daily.  The interest rate applied to the Fixed Account will 
be the greater of:  (a) .010746% compounded daily, (4% compounded yearly), or 
(b) a rate determined by the Company from time to time.  Such rate will be 
established on a prospective basis and may vary by the policy issue year and 
duration.

VARIABLE ACCOUNT VALUE.  The Variable Account Value, if any, for any 
Valuation Period is equal to the sum of the then current values of all 
Variable Account Sub-Accounts under the policy.  The value of each Variable 
Account Sub-Account is determined by multiplying the number of Variable 
Accumulation Units, if any, credited or debited to such Variable Account 
Sub-Account with respect to this policy by the Variable Accumulation Unit 
Value of the particular Variable Account Sub-Account for such Valuation 
Period.

CREDITING AND CANCELLING VARIABLE ACCUMULATION UNITS.  Upon receipt of a 
premium payment or a request for transfer of funds from the Fixed Account, 
all or that portion, if any, of the Net Premium Payment to be allocated to 
the Variable Account Sub-Accounts and/or the net amount transferred will be 
credited to the Variable Account in the form of Variable Accumulation Units.  
The number of Variable Accumulation Units to be credited is determined by 
dividing the dollar amount allocated to the particular Variable Account 
Sub-Account by the Variable Accumulation Unit Value for the particular 
Variable Account Sub-Account for the Valuation Period during which the 
premium payment and/or the request for transfer is received by the Company.  
The amount of monthly deduction allocated to each Variable Account 
Sub-Account will result in the cancellation of Variable Accumulation Units 
which have an aggregate value on the date of such deduction equal to the 
total amount by which the Variable Account Sub-Account is reduced.

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

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

                                                                              14

<PAGE>

                     POLICY VALUES PROVISIONS (CONTINUED)

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

     (a) is the net result of:

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

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

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

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

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

The asset charge factor for any Valuation Period is equal to the daily asset 
charge factor multiplied by the number of 24-hour periods in the Valuation 
Period.  The daily asset charge factor will be determined annually by the 
Company, but in no event may it exceed that specified in Schedule 2.

COST OF INSURANCE RATES.  Monthly cost of insurance rates will be determined 
from time to time by the Company based on its expectations of future 
mortality.  Any change in cost of insurance rates will apply to all 
individuals of the same class as the Insured.  Under no circumstance will the 
cost of insurance rates ever be greater than those described in Schedule 3.

COST OF INSURANCE.   The cost of insurance for the Insured is determined on a 
monthly basis.  Such cost is calculated as (1), multiplied by the result of 
(2) minus (3), where:

1.  is the cost of insurance rate as described in the "Cost of Insurance 
    Rates" provision,

2.  is the death benefit at the beginning of the policy month, divided by 
    1.0032737, and

3.  is the Accumulation Value at the beginning of the policy month prior to 
    the deduction for the monthly cost of insurance.

MONTHLY DEDUCTION.  The monthly deduction for a policy month will be 
calculated as Charge (1) plus Charge (2) where:

Charge (1) is the cost of insurance (as described in the "Cost of 
Insurance" provision) and the cost of any supplemental riders or optional 
benefits, and

Charge (2) is the Monthly Administrative Fee as described under Schedule 2.

                                                                              15
<PAGE>


                     POLICY VALUES PROVISIONS (CONTINUED)

The amount of monthly deduction will be deducted from the Fixed Account and 
each Variable Account Sub-Account in the same proportion that the value of 
each account bears to the Net Accumulation Value as of the date on which the 
deduction is made.

BASIS OF COMPUTATIONS.  The minimum Fixed Account Value is guaranteed to be 
no less than that calculated based on the applicable Commissioners 1980 
Standard Ordinary Mortality Table (age nearest birthday) from Schedule 3 with 
interest at 4% per year, compounded yearly.

All policy values are at least equal to that required by the jurisdiction in 
which this policy is delivered.  A detailed statement of the method of 
computing values has been filed with the insurance supervisory official of 
that jurisdiction.

                          TRANSFER PRIVILEGE PROVISION

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

Transfers involving Variable Account Sub-Accounts will reflect the purchase 
or cancellation of Variable Accumulation Units having an aggregate value 
equal to the dollar amount being transferred to or from a particular Variable 
Account Sub-Account.  The purchase or cancellation of such units shall be 
made using Variable Accumulation Unit Values of the applicable Variable 
Account Sub-Account for the Valuation Period during which the transfer is 
effective.  Transfers to the Fixed Account will earn interest as specified 
under the "Interest Credited Under Fixed Account" provision.

Unless otherwise changed by the Company to be less restrictive, transfers 
shall be subject to the following conditions:  (a) Up to 12 transfers may be 
made during any Policy Year without charge, however, for each transfer in 
excess of 12, a transfer fee as set forth in Schedule 2 will be deducted on a 
pro-rata basis from the Fixed Account and/or Variable Account Sub-Accounts 
from which the transfer is being made; (b) No partial surrender transaction 
fee will be imposed on transferred amounts; (c) The amount being transferred 
may not be less than $500 unless the entire value of the Fixed Account or a 
Variable Account Sub-Account is being transferred; (d) The amount being 
transferred may not exceed the Company's maximum amount limit then in effect; 
(e) Transfers among the Variable Account Sub-Accounts or from a Variable 
Account Sub-Account to the Fixed Account can be made at any time; (f) 
Transfers from the Fixed Account are subject to the "Limits on Transfers" 
as set forth in the Policy Specifications; (g) Any value remaining in the 
Fixed Account or a Variable Account Sub-Account following a transfer may not 
be less than $500; (h) Transfers involving Variable Account Sub-Account(s) 
shall be subject to such additional terms and conditions as may be imposed by 
the Funds.

                                                                              16
<PAGE>

                     NONFORFEITURE AND SURRENDER VALUE PROVISIONS

SURRENDER AND SURRENDER VALUE.  This policy may be surrendered on any day 
during the lifetime of the Insured and during the continuance of the policy, 
for its surrender value by returning it to the Company with a signed request 
for surrender in a form satisfactory to the Company.  The surrender will take 
effect on the business day the policy and the request are received in the 
Home Office. The amount payable on surrender of the policy (i.e., the 
"surrender value") will be the Net Accumulation Value less any surrender 
charges as determined from Schedule 1.

The surrender value will be paid in cash or under an elected optional mode of 
settlement.  Any deferment of payments will be subject to the "Deferment of 
Payments" provision (See "General Provisions").

Any surrender from a Variable Account Sub-Account will result in the 
cancellation of Variable Accumulation Units which have an aggregate value on 
the effective date of the surrender equal to the total amount by which the 
Variable Account Sub-Account is reduced.  The cancellation of such units will 
be based on the Variable Accumulation Unit Value of the Variable Account 
Sub-Account determined at the close of the Valuation Period during which the 
surrender is effective.

Unless otherwise agreed to by the Owner and the Company, if the Insured is 
still living at age 100 and the policy has not been surrendered, the Variable 
Account Value, if any, will be transferred to the Fixed Account on the next 
Monthly Anniversary Day after the Insured becomes age 100 and the policy will 
remain in force until it is surrendered or the death benefit proceeds become 
payable.

INSUFFICIENT VALUE.  If the surrender value, on the day preceding a Monthly 
Anniversary Day is insufficient to cover the monthly deduction for the month 
following such Monthly Anniversary Day, the policy will terminate as provided 
in the "Grace Period" provision.

PARTIAL SURRENDER.   A partial surrender of this policy may be elected on any 
Valuation Day during the lifetime of the Insured and while the policy is in 
force by submitting a written request to the Company.  Such request may also 
be made by telephone if telephone transfers have been previously authorized 
in writing.  The amount of each partial surrender (a) must be at least 
$500.00 but (b) may not exceed 90% of the surrender value at the end of the 
Valuation Period during which the election becomes or would become effective.

When a partial surrender is made, the Accumulation Value is reduced by (a) 
the amount of the partial surrender and (b) the transaction fee as specified 
in Schedule 1.   Also, the death benefit will be reduced by the amount of the 
partial surrender.  The Specified Amount remaining in force after any partial 
surrender may not be less than the Minimum Specified Amount shown in the 
Policy Specifications.

When the partial surrender is processed, the amount of the partial surrender 
and the transaction fee will be deducted from the applicable Fixed Account 
and/or Variable Account Sub-Accounts in proportion to the then current 
account values provided there are sufficient account values for making the 
deduction(s); otherwise, the amount payable upon a partial surrender will be 
net of any remaining transaction fee, unless the Owner and the Company agree 
otherwise.

                               LOAN PROVISIONS

POLICY LOANS.  After a surrender value is available, the Company will grant a 
loan against the policy provided: (a) a proper loan agreement is executed and 
(b) a satisfactory assignment of the policy to the Company is made.  The loan 
may be for any amount up to 100% of the then current surrender value; 
however, the Company reserves the right to limit the amount of such loan so 
that total indebtedness will not exceed 90% of an amount equal to the then 
current Accumulation Value less surrender charge.


                                                                              17

<PAGE>


                         LOAN PROVISIONS (CONTINUED)

The amount borrowed will be paid within seven days of the Company's receipt 
of such request, except as the Company may be permitted to defer the payment 
of amounts as specified under the "Deferment of Payments" provision.  (See 
"General Provisions.")

The minimum loan amount is $500.  The Company reserves the right to modify 
this amount in the future.  The Company will effect such loan from the Fixed 
Account and each Variable Account Sub-Account in proportion to the then 
current account values, unless the Owner instructs the Company otherwise.

LOAN ACCOUNT AND LOAN ACCOUNT VALUE.  The amount of any loan will be 
transferred out of the Fixed Account and Variable Accounts Sub-Accounts as 
described above. Such amount will become part of the Loan Account Value.  The 
outstanding loan balance at any time includes accrued interest on the loan.

The outstanding loan balance (i.e. Indebtedness) may be repaid at any time 
during the lifetime of the Insured, however, the minimum loan repayment is 
$100.00 or the amount of the outstanding indebtedness, if less.  The Loan 
Account Value will be reduced by the amount of any loan repayment.  Loan 
repayments will be allocated to the Fixed Account and each Variable Account 
Sub-Account in the proportion in which current Net Premium Payment(s) are 
being allocated, unless otherwise agreed to in writing by the Owner and the 
Company.

Net loan interest, which equals the difference between interest charged and 
interest credited on the Loan Account Value, is payable annually on each 
policy anniversary or as otherwise agreed in writing by the Owner and the 
Company. Such loan interest amount, if not paid when due, will be transferred 
out of the Fixed Account and each Variable Account Sub-Account in proportion 
to the then current account value, unless both the Owner and the Company 
agree otherwise.

INTEREST RATE CHARGED ON LOAN ACCOUNT VALUE.  Interest charged on the Loan 
Account Value will be at a rate equivalent to 8% per year, payable in arrears.

INTEREST RATE CREDITED ON LOAN ACCOUNT VALUE.  The interest rate used to 
credit interest on the Loan Account Value may vary, but will not be less than 
the loan interest rate less 2% per year during Policy Years 1 through 10 and 
less 1% per year thereafter.  (See Policy Specifications page for the rate in 
effect as of the Date of Issue).

INDEBTEDNESS. The term "indebtedness" means money which is owed on this 
policy due to an outstanding loan and interest accrued thereon.  A loan, 
whether or not repaid, will have a permanent effect on the Net Accumulation 
Value and on the death benefits.  Any indebtedness at time of settlement will 
reduce the proceeds payable under the policy.  A policy loan reduces the then 
current Net Accumulation Value under the policy while repayment of a loan 
will cause an increase in the then current Net Accumulation Value.

If at any time the total indebtedness against the policy, including interest 
accrued but not due, equals or exceeds the then current Accumulation Value 
less surrender charge, the policy will thereupon terminate without value 
subject to the conditions in the "Grace Period" provision and a notice will 
be sent at least 31 days before the end of the grace period to the Owner and 
to assignees, if any, that this policy will terminate unless the indebtedness 
is repaid.

                         INSURANCE COVERAGE PROVISIONS

EFFECTIVE DATE OF COVERAGE. The effective date of this policy will be the 
Date of Issue provided the initial premium has been paid (1) while the 
Insured is alive and (2) prior to any change in the health and insurability 
of the Insured as represented in the application.

For any insurance that has been reinstated, the effective date will be the 
Monthly Anniversary Day that coincides with or next follows the day the 
application for reinstatement is approved by the Company, provided the 
Insured is alive on such day.

                                                                              18

<PAGE>

                   INSURANCE COVERAGE PROVISIONS (CONTINUED)

TERMINATION OF COVERAGE.  All coverage under this policy will automatically 
terminate upon whichever of the following occurs first:

1.  The Owner surrenders the policy.

2.  The Insured dies.

3.  The grace period ends and the necessary premium payment has not been made 
    prior to such time.

Any monthly deduction made after termination of coverage will not, by itself, 
be considered a reinstatement of the policy nor a waiver by the Company of 
the termination. Any such deduction will be refunded.

DEATH BENEFIT.  If the Insured dies while the policy is in force, the Company 
will pay a death benefit based upon the Death Benefit Option in effect on the 
date of death, less (a) any indebtedness against the policy and (b) the 
amount of any partial surrenders.

The Death Benefit Options available under this policy are as follows:

DEATH      Insured's Specified Amount includes the Accumulation Value. The 
BENEFIT    Insured's death benefit (before deduction of any indebtedness
OPTION 1   against the policy and the amount of any partial surrenders) will
           equal the greater of:

           (a)  the Specified Amount on the date of death, or

           (b)  an amount determined by the Company equal to that required by
                the Internal Revenue Code to maintain this contract as a life
                insurance policy (See Schedule 4). Any amount so determined
                will be set forth in the annual report which the Company
                will send to the Owner.

DEATH      The Insured's Specified Amount is in addition to the Accumulation 
BENEFIT    Value.  The Insured's death benefit (before deduction of any 
OPTION 2   indebtedness against the policy and the amount of any partial 
           surrenders) will equal the greater of:

           (a)  the Specified Amount on the date of death plus the Accumulation
                Value on the date of death, or

           (b)  an amount determined by the Company equal to that required by
                the Internal Revenue Code to maintain this contract as a life
                insurance policy (See Schedule 4).  Any amount so determined
                will be set forth in the annual report which the Company
                will send to the Owner.

Unless the application for the policy indicates otherwise, or a change in the 
death benefit option is effected as provided below, the Company will consider 
Death Benefit Option 1 to be the option in effect.

CHANGES IN SPECIFIED AMOUNT. Unless provided otherwise, a change in Specified 
Amount may be effected any time while this policy is in force, subject to (a) 
the consent of the Company and (b) the following conditions:

1.  All such changes must be requested in writing on a form satisfactory to the 
    Company and filed at the Home Office.

                                                                             19
<PAGE>

                   INSURANCE COVERAGE PROVISIONS (CONTINUED)

2.  If a decrease in the Insured's Specified Amount is requested, the decrease 
    will become effective on the Monthly Anniversary Day that coincides with or
    next follows receipt of the request provided any requirements as determined 
    by the Company are met.

    In such event, the Company will reduce the existing Specified Amount against
    the most recent increase first, then against the next most recent increases 
    successively, and finally, against insurance provided under the original 
    application; however, the Company reserves the right to limit the amount of 
    any decrease so that the Specified Amount will not be less than the Minimum 
    Specified Amount shown in the Policy Specifications.

3.  If an increase in the Insured's Specified Amount is requested:

    (a)  a supplemental application must be submitted and evidence of
         insurability satisfactory to the Company must be furnished; and

    (b)  any other requirements as determined by the Company must be met.

    If the Company approves the request, the increase will become effective upon
    (i) the Monthly Anniversary Day that coincides with or next follows the date
    the request is approved by the Company and (ii) the deduction from the 
    Accumulation Value (in proportion to the then current account values of the
    Fixed Account and/or Variable Account Sub-Accounts) of the first month's 
    cost of insurance for the increase, provided the Insured is alive on such
    day.

4.  If a request is made to change the death benefit from Death Benefit Option 
    1 to Death Benefit Option 2:

    (a) the Specified Amount will be reduced to equal the death benefit, less 
        the Accumulation Value, as of the effective date of change; and

    (b) the effective date will be the Monthly Anniversary Day that coincides
        with or next follows the date of receipt of the request for change.

5.  If a request is made to change the death benefit from Death Benefit Option 
    2 to Death Benefit Option 1:

    (a) the Specified Amount will be increased to equal the death benefit as of 
        the effective date of change; and

    (b) the effective date will be the Monthly Anniversary Day that coincides
        with or next follows the date of receipt of the request for change.

The Company will not allow a decrease in the amount of insurance below the 
minimum amount required to maintain this contract as a life insurance policy 
under the Internal Revenue Code.

                               GENERAL PROVISIONS

THE POLICY. The policy and the application for the policy constitute the 
entire contract between the parties. All statements made in the application 
will, in the absence of fraud, be deemed representations and not warranties. 
No statement will be used in defense of a claim under the policy unless it is 
contained in the application, and a copy of the application is attached to 
the policy when issued.

Only the President, a Vice President, a Secretary, a Director or an Assistant 
Director of the Company may execute or modify this policy.

                                                                              20

<PAGE>


                        GENERAL PROVISIONS (CONTINUED)

The policy is executed at the Home Office of the Company, the mailing address 
of which for this policy is CIGNA Individual Insurance, Variable Products 
Service Center - Routing S249, Hartford, Connecticut 06152-2249.

NON-PARTICIPATION.  The policy is not entitled to share in surplus 
distribution.

PAYMENT OF PROCEEDS.  Proceeds, as used in this policy, means the amount 
payable (a) upon the surrender of this policy, or (b) upon the death of the 
Insured.

The proceeds payable to the Beneficiary upon receipt of due proof of the 
Insured's death will be the Death Benefit as of the date of death which takes 
into account (a) any indebtedness against the policy and (b) the amount of 
any partial surrenders (See "Death Benefit" provision).  If the Insured 
dies during the grace period, the Company will pay the death benefit proceeds 
in effect immediately prior to the grace period reduced by any overdue 
monthly deductions.

If the policy is surrendered, the proceeds will be the surrender value 
described in the "Nonforfeiture and Surrender Value Provisions" section.

The proceeds are subject to the adjustments described in the following 
provisions:

1.      Misstatement of Age or Sex;

2.      Incontestability;

3.      Suicide;

4.      Grace Period;

5.      Indebtedness; and

6.      Partial Surrender

When settlement is made, the Company may require return of the policy.

DEFERMENT OF PAYMENTS.  Any amounts payable as a result of loans, surrender, 
or partial surrenders will be paid within 7 days of the Company's receipt of 
such request.  However, payment of amounts from the Variable Account 
Sub-Accounts may be postponed when the NYSE is closed or when the SEC 
declares an emergency. Additionally, the Company reserves the right to defer 
the payment of such amounts from the Fixed Account for a period not to exceed 
6 months from the date written request is received by the Company; during any 
such deferred period, the amount payable will bear interest as required by 
law.

MISSTATEMENT OF AGE OR SEX.  If the age or sex of the Insured is misstated, 
the Company will adjust all benefits to the amounts that would have been 
purchased for the correct age and sex.

SUICIDE. If the Insured commits suicide, while sane or insane, within 2 years 
from the Date of Issue, the death benefit will be limited to a refund of 
premiums paid, less (a) any indebtedness against the policy and (b) the 
amount of any partial surrenders.  If the Insured commits suicide, while sane 
or insane, within 2 years from the effective date of any increase in the 
Specified Amount, the death benefit payment with respect to such increase 
will be limited to a refund of the monthly charges for the cost of such 
additional insurance.

                                                                              21
<PAGE>

                        GENERAL PROVISIONS (CONTINUED)

INCONTESTABILITY.  Except for nonpayment of monthly deductions, this policy 
will be incontestable after it has been in force during the Insured's 
lifetime for 2 years from its Date of Issue. This means that the Company will 
not use any misstatement in the application to challenge a claim or avoid 
liability after that time. Any increase in the Specified Amount effective 
after the Date of Issue will be incontestable only after such increase has 
been in force for 2 years during the Insured's lifetime.

The basis for contesting an increase in Specified Amount will be limited to 
material misrepresentations made in the supplemental application for the 
increase. The basis for contesting after reinstatement will be (a) limited 
for a period of 2 years from the date of reinstatement and (b) limited to 
material misrepresentations made in the reinstatement application.

ANNUAL REPORT. The Company will send a report to the Owner at least once a 
year without charge. The report will show the Accumulation Value as of the 
reporting date and the amounts deducted from or added to the Accumulation 
Value since the last report.  The report will also show (a) the current death 
benefit, (b) the current policy values, (c) premiums paid and all deductions 
made since the last report, and (d) outstanding policy loans.

PROJECTION OF BENEFITS AND VALUES.  The Company will provide a projection of 
illustrative future death benefits and values to the Owner at any time upon 
written request and payment of a reasonable service fee.

CHANGE OF PLAN.  Within the first 2 Policy Years the Owner may exchange this 
policy without any evidence of insurability for any one of the permanent 
insurance policies then being issued by the Company to the same class to 
which this policy belongs.  The request for the exchange must be received by 
the Company within 24 months from the Date of Issue of this policy.  Unless 
otherwise agreed to between the Owner and the Company, the new policy shall 
have the same amount of insurance and surrender value as this policy as of 
the date of exchange, its Date of Issue shall be the date of exchange, and 
the Insured's issue age under the new policy shall be the Insured's then 
attained age (as of the date of exchange).

POLICY CHANGES - APPLICABLE LAW.  This policy must qualify initially and 
continue to qualify as life insurance under the Internal Revenue Code in 
order for the Owner to receive the tax treatment accorded to life insurance 
under Federal law. Therefore, to maintain this qualification to the maximum 
extent permitted by law, the Company reserves the right to return any premium 
payments that would cause this policy to fail to qualify as life insurance 
under applicable tax law as interpreted by the Company.  Further, the Company 
reserves the right to make changes in this policy or to make distributions 
from the policy to the extent it deems necessary, in its sole discretion, to 
continue to qualify this policy as life insurance.  Any such changes will 
apply uniformly to all policies that are affected.  The Owner will be given 
advance written notice of such changes.

                                                                              22
<PAGE>



















                    CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

                     Death benefit payable upon death of Insured.
               Flexible premiums. Non-participating. Investment results
                        reflected in policy benefits.



<PAGE>
<TABLE>
<S><C>
VARIABLE LIFE INSURANCE APPLICATION                                                        
PART I
                                                                                     CIGNA INDIVIDUAL INSURANCE
                                                                                     Connecticut General Life Insurance Company
                                                                                     Hartford, CT 06152
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
1. OWNER
                    Name
  (FOR JOINT OR              -----------------------------------------------------------------------------------------------------
  MULTIPLE OWNER-                    First                              Middle                             Last
  SHIP, ENTER "1,"  Address  
  "2," ETC. ALONG-           -----------------------------------------------------------------------------------------------------
  SIDE OWNERS'                   Number                Street                   City                State               Zip Code  
  NAMES AND ALONG-
  SIDE CORRESPOND-  Date of      /  /       SS#                      Sex  / /  M    Telephone (   )               (HOME)
  ING RESPONSES TO   Birth   ------------      ---------------------                          --------------------
  EACH ITEM)                 Mo. Day  Yr.        (or Tax Iden. #)         / /  F              (   )               (WORK)
                                                                                              --------------------
                    
                    Full Name of Trust (If applicable)
                                                      --------------------------------------  --------------------------
                    (Also complete Address, Tax Iden. # and Telephone items above)            (Date of Trust)
                    
                    Name(s) of Trustee(s) (If applicable)
                                                         ---------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
2. PROPOSED          (If Proposed Insured is same as Owner, skip to Age Nearest Birthday, Place of Birth, and Occupation/Employment 
   INSURED           items)

  MAY NOT BE A      Name                                                                                                          
  CORPORATION OR A           -----------------------------------------------------------------------------------------------------
  TRUST; MUST BE                     First                              Middle                             Last                   
  A NATURAL PERSON) Address                                                                                                       
                             -----------------------------------------------------------------------------------------------------
                                 Number                Street                   City                State               Zip Code  

                    Date of      /  /       SS#                      Sex  / /  M    Telephone (   )               (HOME)
                     Birth   ------------      ---------------------                          --------------------
                             Mo. Day  Yr.                                 / /  F              (   )               (WORK)
                                                                                              --------------------

                    Age Nearest Birthday                             Place of Birth
                                         --------------------------                 ------------------------------------
                                                                                                  CITY, STATE
                    Regular Occupation:                              How long so employed? 
                                        --------------------------                         -----------------------------

                    Name of employer and nature of business:
                                                             ---------------------------------------------------------------------

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

- ----------------------------------------------------------------------------------------------------------------------------------
3. BENEFICIARY      All Primary Beneficiaries shall share equally unless otherwise indicated.  If no Primary Beneficiary is alive 
                    at the time death benefits are payable, benefits will be paid in equal shares to the Contingent Beneficiaries,
                    if surviving the Insured, unless otherwise specified.

                         Primary Beneficiary(s) and relationship to             Contingent Beneficiary(s) and relationship to
                         Proposed Insured                                       Proposed Insured

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

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

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


                    If Beneficiary or Owner is other than an individual, indicate whether:
                         Beneficiary is a    / / Corporation     Owner is a  / / Corporation
                                             / / Partnership                 / / Partnership

- ----------------------------------------------------------------------------------------------------------------------------------
4. PLAN             Initial Specified Amount (Face Amount)  $
   INFORMATION                                               ---------------

                    Death Benefit Option                         Waiver of Monthly Deduction Benefit
                         / / Option 1: Specified Amount               / / Yes
                         / / Option 2: Specified Amount Plus          / / No
                                        Accumulation Value
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
5. PREMIUM          
   PAYMENT(S)         Initial Premium Payment    $                      (MAKE CHECK PAYABLE TO "CGLIC")
                                                  ---------------       
   IF POLICY IS       Planned Periodic Payments  $                       Payable  / / Annually         / / Quarterly
   FOR USE WITH        (FILL-INS OPTIONAL)        ---------------                 / / Semi-Annually        / / PAC
   A QUALIFIED                                                                    / / Other
   PLAN, CHECK                                                                    
   HERE:                                                                          ----------------------------------
                      To whom shall premium notices be sent? (MAY NOT CHECK MORE THAN 2)
   / / QUALIFIED      
                       / / Owner     / / Insured    / / Other
                                                              ---------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
6. INITIAL
   PREMIUM
   PAYMENT            FIXED ACCOUNT            %
   ALLOCATION                        ----------

   (Allocation to     VARIABLE ACCOUNT - SUB-ACCOUNTS (FUNDS)
   any one % line     
   must be 5% or      
   more. Use whole    FIDELITY INVESTMENTS                                NEUBERGER & BERMAN
   percentages        ___% VIP Equity-Income Portfolio                    ___% AMT Balanced Portfolio
   only. Grand        ___% VIP II Asset Manager Portfolio                 ___% AMT Limited Maturity Bond Portfolio
   Total of all       ___% VIP II Investment Grade Bonds Portfolio        ___% AMT Partners Portfolio
   allocations        
   made in this       FRED ALGER MANAGEMENT, INC.                         OPCAP
   section of the     ___% Alger American Growth Portfolio                ___% OCC Global Equity Portfolio
   application        ___% Alger American Leveraged AllCap Portfolio      ___% OCC Managed Portfolio
   must equal 100%)   ___% Alger American MidCap Growth Portfolio         ___% OCC Small Cap Portfolio
                      ___% Alger American Small Capitalization Portfolio       
   If DOLLAR COST
   AVERAGING is       MASSACHUSETTS FINANCIAL SERVICES                    OTHER (IF AVAILABLE FOR THESE PRODUCTS)
   employed, an       ___% MFS Total Return Series                        ___% _____________________________________
   allocation must    ___% MFS Utilities Series                           ___% _____________________________________
   be made to the     ___% MFS World Governments Series                   
   Fixed Account      
   and the %          
   allocation must    
   result in at       
   least $12,000 to   
   such account.      
   Please complete    NOTE: ALL PAYMENTS AND VALUES PROVIDED BY THE LIFE INSURANCE POLICY WHEN BASED ON THE INVESTMENT EXPERIENCE 
   Section 9.         OF THE VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.                            
- ----------------------------------------------------------------------------------------------------------------------------------
7. REPLACEMENT        Will you discontinue, stop paying premiums or initiate a reduction in face amount/cash value on any Life 
                      Insurance if this insurance is issued?  / / Yes   / / No

                      IF "YES," GIVE FULL DETAILS BELOW.  FORWARD PROPER REPLACEMENT FORMS, IF REQUIRED.

                                 Company                  Policy Number                  Amount

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

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

<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
8. TELEPHONE          I(We) acknowledge that neither the Company nor any person authorized by the Company will be responsible for 
   TRANSFER           any claim, loss, liability or expense in connection with a telephone transfer if the Company or such other  
   AUTHORIZATION      person acted on telephone transfer instructions in good faith in reliance on this authorization.            

                      Check here if you DO NOT wish to authorize telephone transfer instructions. / /
                      Check here if you DO wish to authorize your registered representative/agent to make telephone transfers. / /
- ----------------------------------------------------------------------------------------------------------------------------------
9. DOLLAR COST        SELECT ONE TRANSFER OPTION ($1,000 MINIMUM PER TRANSFER):
   AVERAGING          
                        / / $                monthly  / / $                 quarterly
   (FOLLOW                   ---------------                ---------------
   INSTRUCTIONS IN    Each amount transferred is to be applied to the following Fund(s) in these percentages (USE WHOLE 
   SECTION 6 BEFORE   PERCENTAGES ONLY.  TOTAL MUST EQUAL 100%).
   COMPLETING THIS 
   SECTION)           FIDELITY INVESTMENTS                                NEUBERGER & BERMAN                         
                      ___% VIP Equity-Income Portfolio                    ___% AMT Balanced Portfolio                
                      ___% VIP II Asset Manager Portfolio                 ___% AMT Limited Maturity Bond Portfolio   
                      ___% VIP II Investment Grade Bonds Portfolio        ___% AMT Partners Portfolio                
                                                                                                                     
                      FRED ALGER MANAGEMENT, INC.                         OPCAP                                      
                      ___% Alger American Growth Portfolio                ___% OCC Global Equity Portfolio           
                      ___% Alger American Leveraged AllCap Portfolio      ___% OCC Managed Portfolio                 
                      ___% Alger American MidCap Growth Portfolio         ___% OCC Small Cap Portfolio               
                      ___% Alger American Small Capitalization Portfolio                                             
                                                                                                                     
                      MASSACHUSETTS FINANCIAL SERVICES                    OTHER (IF AVAILABLE FOR THESE PRODUCTS)    
                      ___% MFS Total Return Series                        ___% _____________________________________ 
                      ___% MFS Utilities Series                           ___% _____________________________________ 
                      ___% MFS World Governments Series                 


                      I(We) understand that these transfers will be made on the 20th day of the month (or the next business day) 
                      and will continue for the period specified or until the value of the Fund noted above with respect to the 
                      policy/contract is exhausted or I(we) terminate the program, whichever occurs earlier.  I(We) also 
                      understand that I(we) may add to such Fund at any time to continue this program or may change the periodic 
                      amounts.
- ----------------------------------------------------------------------------------------------------------------------------------
10. UNDERWRITING      a. Do you contemplate flying, or have you flown during the past 2 years as a pilot,                    
    INFORMATION          student pilot or crew member?                                                        / / Yes  / / No
                         IF YES, AN AVIATION SUPPLEMENT IS REQUIRED.                                                         
    (IN THIS SECTION, ------------------------------------------------------------------------------------------------------------ 
    "YOU" REFERS TO   b. Do you plan to participate or have you participated within the past 2 years in                            
    THE PROPOSED         motor vehicle or boat racing, hang gliding or sky, skin, or scuba diving or                               
    INSURED AND          similar sports?                                                                      / / Yes  / / No      
    RESPONSES ARE TO     IF YES, COMPLETE AVOCATION QUESTIONNAIRE.                                                                 
    BE PROVIDED BY    ------------------------------------------------------------------------------------------------------------ 
    THE PROPOSED      c. Do you contemplate residence or travel outside of the United States or Canada                             
    INSURED)             for more than 30 days within the next year?                                          / / Yes  / / No      
                         IF YES, COMPLETE FOREIGN TRAVEL OR RESIDENCE QUESTIONNAIRE.                                               
                      ------------------------------------------------------------------------------------------------------------ 
                      d. Have you ever been convicted of a felony?                                            / / Yes  / / No      
                         Have you within the last 3 years had convictions for motor vehicle violations,                            
                         or had your license suspended, revoked or restricted?                                / / Yes  / / No      
                         IF YES, PROVIDE DETAILS BELOW.                                                                            
                                                                                                                                   
                      ------------------------------------------------------------------------------------------------------------ 
                      e. Have you within the last 12 months used tobacco in any form?                         / / Yes  / / No
                         IF YES, DESCRIBE BELOW, THE FREQUENCY, QUANTITY AND KIND OF TOBACCO USED.                                 
                      ------------------------------------------------------------------------------------------------------------ 
                      f. Have you ever applied for any Life or Health Insurance which resulted in your                             
                         being turned down, asked to pay extra premium or issued a reduced face amount?       / / Yes  / / No      
                         IF YES, PROVIDE DETAILS BELOW.                                                                            
                      ------------------------------------------------------------------------------------------------------------ 
                      g. Are you negotiating or have you within the past 6 months negotiated for Life                              
                         Insurance?                                                                           / / Yes  / / No      
                         IF YES, INDICATE BELOW, THE COMPANY, AMOUNT, PLAN AND PURPOSE.                                            
                      ------------------------------------------------------------------------------------------------------------ 
                      h. What is the total amount of Life Insurance (Personal and Business) presently in                           
                         force on your life EXCLUDING ANY POLICIES BEING REPLACED?  The amount shown for                           
                         each policy should also include coverage under any term riders, but Group or Health                       
                         Insurance policies should not be included. List each policy separately.  IF NONE,                         
                         SO STATE.                                                                                                 
                                                                                                                                   
                              Company                    When Issued                   Amount                     AI Amount        
                                                                                                                                   
                      -------------------------   -------------------------   -------------------------   ------------------------ 
                                                                                                                                   
                      -------------------------   -------------------------   -------------------------   ------------------------ 
- ---------------------------------------------------------------------------------------------------------------------------------- 
</TABLE>
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
11. ADDITIONAL
    INFORMATION/
    INSTRUCTIONS



- ----------------------------------------------------------------------------------------------------------------------------------
12. HOME OFFICE       Changes or corrections made by the Company are ratified by the Owner upon acceptance of a life insurance
    CHANGES OR        policy containing this Application with the changes or corrections noted below.  In those states where  
    CORRECTIONS       written consent is required by statute or State Insurance Department regulation, amendments as to plan, 
                      amount, age at issue, classification, or benefits will be made only with Owner's written consent.       
    (NOT APPLICABLE   
    IN WEST VIRGINIA) 

- ----------------------------------------------------------------------------------------------------------------------------------
13. CERTIFICATIONS    I (We) have read the above questions and answers and declare that they are complete and true to the best 
                      of my (our) knowledge and belief.  I (We) agree, a) that this Application Part I (and Part II, or Part 
                      IIA, if required) shall form a part of any policy/contract issued, and b) that no Agent/Representative 
                      of the Company shall have the authority to waive a complete answer to any question in this Application, 
                      transfer insurability, make or alter any contract, or waive any of the Company's other rights or 
                      requirements.  I (We) further agree that no insurance shall take effect unless and until the 
                      policy/contract has been delivered to and accepted by me (us) and the initial premium paid during the 
                      lifetime of the Proposed Insured, and while the Proposed Insured is in the state of health and 
                      insurability represented in this Application.
                      
                      I(We) acknowledge receipt of a current prospectus.  Under penalties of perjury, I (the Owner) certify 
                      that the above Social Security and Taxpayer Identification numbers are correct and that I am of legal 
                      age to enter into this agreement.
                      
                      ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN 
                      APPLICATION FORM OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE 
                      PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE 
                      ACT, WHICH IS A CRIME, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION.

- ----------------------------------------------------------------------------------------------------------------------------------
14. SIGNATURES

                      Signed at                                                               On      /     /
                               -------------------------------------------------------------     ----- ----- -----
                                      (CITY/STATE)                                               MO.   DAY   YEAR

                      --------------------------------------------------------------------------------------------
                                                   SIGNATURE OF PROPOSED INSURED

                      --------------------------------------------------------------------------------------------
                                       SIGNATURE(S) OF OWNER(S) IF OTHER THAN PROPOSED INSURED

                      --------------------------------------------------------------------------------------------
                                                        SIGNATURE OF WITNESS

- ----------------------------------------------------------------------------------------------------------------------------------
15. CERTIFICATION/    The Registered Representative hereby certifies that the contract  / / IS  / / IS NOT  intended to replace or
    REPORT BY         change any existing annuity or life insurance.
    REGISTERED        
    REPRESENTA-       Print Name                                             Signature                                            
    TIVE/                        ----------------------------------------              -------------------------------------------
    WITNESS           SS#                                                    Telephone                                            
                          -----------------------------------------------              -------------------------------------------
                      Rep. Code/Percentage               /              %    Field Office Code                                    
                                           ------------------------------                      -----------------------------------
                                                                                                                                 
                      Print Name                                             Signature                                            
                                 ----------------------------------------              -------------------------------------------
                      SS#                                                    Telephone                                            
                          -----------------------------------------------              -------------------------------------------
                      Rep. Code/Percentage               /              %    Field Office Code                                    
                                           ------------------------------                      -----------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
16. BROKER/           
    DEALER            Print Name                                             Telephone
    INFORMATION                  ----------------------------------------              -------------------------------------------
                      Address                                                Broker Code
                                 ----------------------------------------                -----------------------------------------
                                                                             Field Office Code
                                 ----------------------------------------                      -----------------------------------

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

<PAGE>

                             SECRETARY'S CERTIFICATE                     
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY

The following is certified to be a true and correct copy of certain 
resolutions adopted by the Board of Directors of Connecticut General Life 
Insurance Company at a meeting held on July 6, 1994, a quorum being 
present; and such resolutions remain in full force and effect as of the 
date of certification, not having been amended, modified or rescinded since 
the date of their adoption.

ESTABLISHMENT OF CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I

  WHEREAS, Section 38a-433 of the Connecticut Insurance Laws permits a   
  domestic life insurance company to establish one or more separate accounts; 
  and
  
  WHEREAS, it is desired that the Company create such a separate account to 
  house certain of its variable life insurance products;
  
  NOW, THEREFORE, BE IT RESOLVED: That a separate account referred to herein 
  as "CG Variable Life Insurance Separate Account I" is hereby established.
  
  FURTHER RESOLVED: That the assets of CG Variable Life Insurance Separate 
  Account I shall be derived solely from (a) sale of variable life insurance 
  products, (b) funds corresponding to dividend accumulation with respect to 
  investment of such assets, and (c) advances made by the Company in 
  connection with operation of CG Variable life Insurance Separate Account I.

  FURTHER RESOLVED: That this Company shall maintain in CG Variable Life 
  Insurance Separate Account I assets with a fair market value at least equal 
  to the statutory valuation reserves for the variable life insurance policies.

  FURTHER RESOLVED: That the officers of the Company be, and each of them 
  hereby is, authorized in his or her discretion, as the Company may deem 
  appropriate from time to time, in accordance with applicable laws and 
  regulations (a) to divide CG Variable Life Insurance Separate Account I into
  divisions and subdivisions, with each division or subdivision investing in 
  shares of designated classes of designated investment companies or other 
  appropriate securities, (b) to modify or eliminate any such divisions or 
  subdivisions, (c) to designate
  
<PAGE>

  further any division of subdivision thereof and (d) to change the 
  designation of CG Variable Life Insurance Separate Account I to another 
  designation.

  FURTHER RESOLVED: That the officers of the Company be, and each of them 
  hereby is, authorized to invest cash from the Company's general account 
  in CG Variable Life Insurance Separate Account I or in any division or
  subdivision thereof as may be deemed necessary or appropriate to 
  facilitate the commencement of the operations of CG Variable Life Insurance 
  Separate Account I or to meet any minimum capital requirements under the 
  Investment Company Act of 1940 and to transfer cash or securities from time 
  to time between the Company's general account and CG Variable Life Insurance 
  Separate Account I as deemed necessary or appropriate so long as such 
  transfers are not prohibited by law and are consistent with the terms of the 
  variable life insurance policies issued by the Company providing for 
  allocations to CG Variable Life Insurance Separate Account I.
  
  FURTHER RESOLVED: That the income, gains, and losses (whether or not 
  realized) from assets allocated to CG Variable Life Insurance Separate 
  Account I shall, in accordance with any variable life insurance polices 
  issued by the Company providing for allocations to CG Variable Life Insurance
  Separate Account I, be credited to or charged against CG Variable Life 
  Insurance Separate Account I without regard to the other income, gains, or 
  losses of the Company.

  FURTHER RESOLVED: That authority is hereby delegated to the President of 
  the Company to adopt procedures regarding, among other things, criteria by 
  which the Company shall afford a pass-through of voting rights to the 
  owners of variable life insurance policies providing for allocation to CG 
  Variable Life Insurance Separate Account I with respect to the shares of any 
  investment companies which are held in CG Variable Life Insurance Separate 
  Account I.

  FURTHER RESOLVED: That the officers of the Company be, and each of them hereby
  is, authorized and directed to prepare and execute any necessary agreements 
  to enable CG Variable Life Insurance Separate Account I to invest or reinvest 
  the assets of CG Variable Life Insurance Separate Account I in securities 
  issued by investment companies registered under the Investment Company Act of 
  1940 or other appropriate securities as the officers of the Company may 
  designate pursuant to the provisions of the variable life insurance polices 
  providing for allocations to CG Variable Life Insurance Separate Account I.

<PAGE>

  FURTHER RESOLVED: That the Company may register under the Securities Act of 
  1933 variable life insurance policies, or units of interest thereunder, 
  under which amounts will be allocated by the Company to CG Variable Life 
  Insurance Separate Account I to support reserves for such policies and, in 
  connection therewith, the officers of the Company be, and each of them hereby
  is, authorized, to prepare, execute and file with the Securities and 
  Exchange Commission, in the name and on behalf of the Company, registration
  statements under the Securities Act of 1933, including prospectuses, 
  supplements, exhibits and other documents relating thereto, and amendments 
  to the foregoing, in such form as the officer executing the same may deem 
  necessary or appropriate.
  
  FURTHER RESOLVED: That the officers of the Company be, and each of them 
  hereby is, authorized to take all actions necessary to register CG Variable 
  Life Insurance Separate Account I as a unit investment trust under the 
  Investment Company Act of 1940 and to take such related actions as they deem 
  necessary and appropriate to carry out the foregoing.
  
  FURTHER RESOLVED: That the officers of the Company be, and each of them 
  hereby is, authorized to prepare, execute and file with the Securities and 
  Exchange Commission, applications and amendments thereto for such 
  exemptions from or orders under the Investment Company Act of 1940 and the 
  Securities Act of 1933, and to request from the Securities and Exchange 
  Commission no action and interpretative letters as they may from time to 
  time deem necessary or desirable.

  FURTHER RESOLVED: That the officers of the Company be, and each of them 
  hereby is, authorized to prepare, execute and file all periodic reports 
  required under the Investment Company Act of 1940 and the Securities Exchange
  Act of 1934.
  
  FURTHER RESOLVED: That the Chief Counsel of the Company, or the person as 
  is designated by him from time to time, is hereby appointed as agent for 
  service under any such registration statement and is duly authorized to 
  receive communications and notices from the Securities and Exchange 
  Commission with respect thereto, and to exercise powers given to such agent 
  by the Securities Act of 1933 and the Rules thereunder and any other 
  necessary Acts.

  FURTHER RESOLVED: That the officers of the Company be, and each of them 
  hereby is, authorized to effect in the name and on behalf of the Company, all 
  such registrations, filings and qualifications under blue sky or other 
  applicable securities laws and regulations and 

<PAGE>

  under insurance securities laws and insurance laws and regulations of such
  states and other jurisdictions as they may deem necessary or appropriate,
  with respect to the Company, and with respect to any variable life insurance
  polices under which amounts will be allocated by the Company to CG Variable
  Life Insurance Separate Account I to support reserves for such policies; such 
  authorization shall include registration, filing and qualification of the 
  Company and of said policies, as well as registration, filing and 
  qualification of officers, employees and agents of the Company as brokers, 
  dealers, agents, salespersons, or otherwise; and such authorization shall 
  also include, in connection therewith, authority to prepare, execute, 
  acknowledge and file all such applications, applications for exemptions, 
  certificates, affidavits, covenants, consents to service of process and 
  other instruments, an to take all such action as the officer executing the 
  same or taking such action may deem necessary or desirable.

  FURTHER RESOLVED: That the officers of the Company be, and each of them 
  hereby is, authorized to execute and deliver all such documents and papers 
  and to do or cause to be done all such acts and things as they may deem 
  necessary or desirable to carry out the foregoing resolutions an the intent 
  and purpose thereof.
  
Dated:       4/4/97                      /s/ Pamela S. Williams
       ---------------------------       --------------------------------------
                                         Pamela S. Williams
                                         Assistant Corporate Secretary

(SEAL)


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