CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
497, 1997-05-05
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CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
                                                                     [LOGO]
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
 
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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)
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- --------------------------------------------------------------------------------
              THE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------
 
    This  prospectus  describes  a  flexible  premium  variable  life  insurance
contract ("Policy") offered either in an individual or group form 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 nineteen  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:  AIM
Variable  Insurance Funds, Inc. -- AIM  V.I. Capital Appreciation Fund, AIM V.I.
Growth Fund,  AIM V.I.  Value  Fund, AIM  V.I.  Diversified Income  Fund,  CIGNA
Variable  Products Group -- CIGNA  VP Money Market Fund,  CIGNA VP S&P 500 Index
Fund; 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  Emerging Growth  Series, MFS  Total Return  Series, MFS Utilities
Series and MFS World Governments Series; Templeton Variable Products Series Fund
- -- Templeton  Asset Allocation  Fund;  Templeton International  Fund,  Templeton
Stock Fund; 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
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                               TABLE OF CONTENTS
   
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Definitions.....................................           3
Highlights......................................           5
  Initial Choices to be Made....................           5
  Charges and Fees..............................           6
The Company.....................................           6
The Variable Account............................           6
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.....................          18
      Automatic Rebalancing.....................          18
Charges; Fees...................................          19
    Premium Load................................          19
    Monthly Deductions..........................          19
    Transaction Fee for Excess Transfers........          20
    Mortality and Expense Risk Charge...........          20
    Surrender Charge............................          21
The Fixed Account...............................          22
Policy Values...................................          22
    Accumulation Value..........................          22
    Variable Accumulation Unit Value............          22
    Surrender Value.............................          23
Surrenders......................................          23
    Partial Surrenders..........................          23
    Full Surrenders.............................          23
    Deferral of Payment and Transfers...........          24
Lapse and Reinstatement.........................          24
    Lapse of a Policy; Effect of Guaranteed
     Death Benefit Provision....................          24
 
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    Reinstatement of a Lapsed Policy............          24
Policy Loans....................................          25
Settlement Options..............................          25
Other Policy Provisions.........................          26
    Issuance....................................          26
    Short-Term Right to Cancel the Policy.......          26
    Policy Owner................................          26
    Beneficiary.................................          26
    Assignment..................................          27
    Right to Exchange for a Fixed Benefit
     Policy.....................................          27
    Incontestability............................          27
    Misstatement of Age or Sex..................          27
    Suicide.....................................          28
    Nonparticipating Policies...................          28
Tax Matters.....................................          28
    Policy Proceeds.............................          28
    Taxation of the Company.....................          29
    Section 848 Charges.........................          29
    Other Considerations........................          30
Other Matters...................................          30
    Directors and Officers of the Company.......          30
    Distribution of Policies....................          31
    Changes of Investment Policy................          31
    Other Contracts Issued by the Company.......          31
    State Regulation............................          31
    Reports to Policy Owners....................          31
    Advertising.................................          32
    Legal Proceedings...........................          32
    Experts.....................................          32
    Registration Statement......................          32
Financial Statements............................          33
    Connecticut General Life Insurance
     Company....................................          35
    CG Variable Life Insurance Separate Account
     II.........................................          54
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
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DEFINITIONS
 
                    ACCUMULATION VALUE: The sum of the Fixed Account Value,
                    Variable Account Value and the Loan Account Value.
 
                    ACCUMULATION UNIT: A unit of measure used to calculate the
                    value of a Variable Account Sub-Account.
 
                    ADDITIONAL PREMIUMS: Any premium paid in addition to Planned
                    Premiums.
 
                    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.
 
                    CERTIFICATE: The document which evidences the participation
                    of an Owner in a group policy.
 
                    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 AIM Variable Insurance Funds, Inc.
                    -- AIM V.I. Capital Appreciation Fund, AIM V.I. Growth Fund,
                    AIM V.I. Value Fund, AIM V.I. Diversified Income Fund; CIGNA
                    Variable Products Group -- CIGNA VP Money Market Fund; CIGNA
                    VP S&P 500 Index Fund; 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 Emerging Growth Series; MFS Total
                    Return Series, MFS Utilities Series, MFS World Governments
                    Series; Templeton Variable Products Series Fund -- Templeton
                    Asset Allocation Fund, Templeton International Fund,
                    Templeton Stock Fund; 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.
 
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                    GUIDELINE ANNUAL PREMIUM: The level amount, calculated in
                    accordance with Rule 6e-3(T) under the Investment Company
                    Act of 1940, required to mature the Policy under guaranteed
                    mortality and expense charges and an annual interest rate of
                    5%.
 
                    INITIAL SPECIFIED AMOUNT: The amount (at least $100,000),
                    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 5.0% 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 as having all
                    ownership rights under the Policy; includes the Certificate
                    Owner under a group policy. 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, i.e., either an individual Policy or a
                    Certificate evidencing the Owner's participation in a group
                    policy, 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.
 
                    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.
 
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                    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 II. 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.
 
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 CHOICES
TO BE MADE
                    When purchasing a Policy, the Owner makes three important
                    choices:
 
                    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 VARYING
DEATH BENEFIT
                    At the time of purchase, the Policy Owner (also called the
                    "Owner" in this Prospectus) must 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
PREMIUM PAYMENT
                    At the time of purchase, the Policy Owner must also choose
                    the amount of premium to be paid. 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.
SELECTION OF
FUNDING
VEHICLE(S)
                    The Policy Owner must choose how to allocate Net Premium
                    Payments. Net Premium Payments 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 (see
                    "Short-Term Right to Cancel the Policy"). 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
 
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                    the Fund(s) selected as funding vehicle(s). The portion of
                    the Variable Account Value attributable to a particular Fund
                    through the Sub-Account of the Variable Account is not
                    guaranteed and will vary with the investment performance of
                    that Fund.
CHARGES
AND FEES
                    There is a 5.0% premium load on all Premium Payments.
 
                    Monthly deductions are made for the Cost of Insurance and
                    any riders.
 
                    Monthly deductions ($15 per month during the first Policy
                    Year and, currently, $5 per month thereafter) are also made
                    for administrative expenses.
 
                    Daily deductions from Variable Account Value are made for
                    the mortality and expense risk, currently at the annual rate
                    of .80% during the first twelve Policy Years and .55%
                    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 10-11 of this Prospectus.
 
                    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 (860) 726-6000. It
                    has obtained authorization to do business in fifty states,
                    the District of Columbia and Puerto Rico. The Company issues
                    group and individual life and health insurance policies and
                    annuities. The Company has various wholly-owned subsidiaries
                    which are generally engaged in the insurance business. The
                    Company is a wholly-owned subsidiary of Connecticut General
                    Corporation, Bloomfield, Connecticut. Connecticut General
                    Corporation is wholly-owned by CIGNA Holdings Inc.,
                    Philadelphia, Pennsylvania which is in turn wholly-owned by
                    CIGNA Corporation, Philadelphia, Pennsylvania. Connecticut
                    General Corporation is the holding company of various
                    insurance companies, one of which is Connecticut General
                    Life Insurance Company.
 
                    The Company markets the Policies through independent
                    insurance brokers, general agents, and registered
                    representatives of broker-dealers which 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 II 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.
 
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                    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 Investment Company Act of 1940 ("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 nineteen Sub-Accounts of the Variable Account is
                    invested solely in the shares of one of the nineteen Funds
                    available as funding vehicles under the Policies. Each of
                    the Funds is a series of one of seven entities, all
                    Massachusetts business trusts, except for AIM Variable
                    Insurance Funds, Inc., a Maryland corporation. Each such
                    entity is registered as an open-end, diversified management
                    investment company under the 1940 Act. These entities are
                    collectively referred to herein as the "Trusts."
 
                    The seven Trusts and their Investment advisers and
                    distributors are:
 
                        AIM Variable Insurance Funds, Inc. ("AIM V.I. Fund"),
                        managed by A I M Advisors, Inc., and distributed by
                        A I M Distributors, Inc., 11 Greenway Plaza, Suite 100,
                        Houston, TX 77046-1173;
 
                        CIGNA Variable Products Group ("CIGNA Group"), managed
                        by CIGNA Investments, Inc., and distributed by CIGNA
                        Financial Advisors, Inc., 900 Cottage Grove Road,
                        Hartford, CT 06152;
 
                        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 Distributors
                        Corporation, 82 Devonshire Street, Boston, MA 02103;
 
                        MFS-Registered Trademark- Variable Insurance Trust ("MFS
                        Trust"), managed by Massachusetts Financial Services
                        Company and distributed by MFS Fund Distributors, Inc.,
                        500 Boylston Street, Boston, MA 02116;
 
                        Templeton Variable Products Series Fund ("Templeton
                        Trust"), managed by Templeton Investment Counsel, Inc.
                        and its Templeton and Franklin affiliates and
                        distributed by Franklin/Templeton Distributors, Inc.,
                        700 Central Avenue, St. Petersburg, FL 33701;
 
                        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 AIM V.I. Fund are available under the
                    Policies:
 
                        AIM V.I. Capital Appreciation Fund;
                        AIM V.I. Diversified Income Fund;
                        AIM V.I. Growth Fund;
                        AIM V.I. Value Fund.
 
                    Two Funds of CIGNA GROUP are available under the Policies:
 
                        CIGNA VP Money Market Fund;
 
                                                                               7
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                        CIGNA VP S&P 500 Index Fund.
 
                    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").
 
                    Four Funds of MFS Trust are available under the Policies:
 
                        MFS Emerging Growth Series;
                        MFS Total Return Series;
                        MFS Utilities Series;
                        MFS World Governments Series.
 
                    Three Funds of TEMPLETON Trust are available under the
                    Policies:
 
                        Templeton Asset Allocation Fund: Class 1;
                        Templeton International Fund: Class 1;
                        Templeton Stock Fund: Class 1.
 
                    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 11 and 12 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.
 
                    AIM V.I. CAPITAL APPRECIATION FUND (Small Cap Stocks): Seeks
                    to provide capital appreciation through investments in
                    common stocks, with emphasis on medium-sized and smaller
                    emerging growth companies.
 
                    AIM V.I. DIVERSIFIED INCOME FUND (Fixed
                    Income - Intermediate Term Bonds): Seeks to achieve a high
                    level of current income primarily by investing in a
                    diversified portfolio of foreign and U.S. government and
                    corporate debt securities, including lower rated high yield
                    debt securities (commonly known as "junk bonds").
 
                    AIM V.I. GROWTH FUND (Large Cap Stocks): Seeks to provide
                    growth of capital through investments primarily in common
                    stocks of leading U.S. companies considered by its adviser
                    to have strong earnings momentum.
 
                    AIM V.I. VALUE FUND (Large Cap Stocks): Seeks to achieve
                    long-term growth of capital by investing primarily in equity
                    securities judged by its adviser to be undervalued relative
                    to the current or projected earnings of the companies
                    issuing the securities, or relative to current market values
                    of assets owned by the companies issuing the securities or
                    relative to the equity markets generally. Income is a
                    secondary objective.
 
                    CIGNA VP MONEY MARKET FUND (Money Market): Seeks to provide
                    as high a level of current income as is consistent with the
                    preservation of capital and liquidity and the maintenance of
                    a stable $1.00 per share net asset value by investing in
                    short-term money market instruments.
 
                    CIGNA VP S&P 500 INDEX FUND (Large Cap Stocks): Seeks to
                    achieve its objective of long-term growth of capital by
                    attempting to replicate the composition and total return,
                    reduced by fund expenses, of the Standard and Poor's 500
                    Composite Stock Price 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.
 
8
<PAGE>
                    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 EMERGING GROWTH SERIES (Large Cap Stocks): Seeks to
                    provide long-term growth of capital by investing primarily
                    in common stocks of foreign and domestic issuers.
 
                    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.
 
                    TEMPLETON ASSET ALLOCATION FUND (Balanced or Total Return):
                    Seeks a high level of total return through a flexible policy
                    of investing in stocks of companies in any nation, debt
                    securities of companies and governments of any nation, and
                    in money market instruments. Assets are allocated among
                    different investments depending upon worldwide market and
                    economic conditions.
 
                    TEMPLETON INTERNATIONAL FUND (International Stocks): Seeks
                    long-term capital growth through a flexible policy of
                    investing in stocks and debt obligations of companies and
                    governments outside the United States.
 
                    TEMPLETON STOCK FUND (Global Stocks): Seeks capital growth
                    through a policy of investing primarily in common stocks
                    issued by companies, large and small, in various nations
                    throughout the world, including the U.S.
 
                    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 AIM Diversified Income Fund, Fidelity VIP Equity-Income
                    Portfolio, Fidelity VIP II Asset Manager Portfolio, MFS
                    Total Return Series, MFS Utilities Series, MFS World
                    Governments Series, OCC Global Equity Portfolio, OCC Managed
                    Portfolio, OCC Small Cap Portfolio, Templeton Asset
                    Allocation Fund, Templeton International Fund and Templeton
                    Stock Fund portfolios 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 twelve Policy Years. It currently declines to .55% per year thereafter and
is guaranteed not to exceed .90% per year.
 
                                   FEE TABLE
<TABLE>
<CAPTION>
                                             AIM VARIABLE INSURANCE FUNDS, INC.
                                     --------------------------------------------------
                                       AIM V.L.
                                        CAPITAL       AIM V.I.     AIM V.I.   AIM V.I.
                                     APPRECIATION   DIVERSIFIED     GROWTH      VALUE
                                         FUND       INCOME FUND      FUND       FUND
                                     -------------  ------------   --------   ---------
<S>                                  <C>            <C>            <C>        <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
Mortality and Expense Risk
 Charge............................      0.80%           0.80%      0.80%      0.80%
Total Separate Account Annual
 Expenses..........................      0.80%           0.80%      0.80%      0.80%
FUND PORTFOLIO ANNUAL EXPENSES
Management Fees....................      0.64%           0.60%      0.65%      0.64%
Other Expenses.....................      0.09%           0.26%      0.13%      0.09%
Total Fund Portfolio Annual
 Expenses..........................      0.73%           0.86%      0.78%      0.73%
 
<CAPTION>
                                                                              FIDELITY VARIABLE INSURANCE
                                                  CIGNA VP                          PRODUCTS FUNDS
                                                    GROUP                  ---------------------------------
                                     -----------------------------------    VIP II      VIP I       VIP II
                                         CIGNA VP            CIGNA          ASSET      EQUITY-    INVESTMENT
                                          MONEY              VP S&P        MANAGER     INCOME     GRADE BOND
                                       MARKET FUND       500 INDEX FUND    PORTFOLIO  PORTFOLIO   PORTFOLIO
                                     ----------------   ----------------   --------   ---------   ----------
<S>                                  <C>                <C>                <C>        <C>         <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
Mortality and Expense Risk
 Charge............................            0.80%              0.80%       0.80%      0.80%      0.80%
Total Separate Account Annual
 Expenses..........................            0.80%              0.80%       0.80%      0.80%      0.80%
FUND PORTFOLIO ANNUAL EXPENSES
Management Fees....................            0.35%              0.25%       0.64%      0.51%      0.45%
Other Expenses.....................            0.15%              0.00%       0.10%      0.07%      0.13%
Total Fund Portfolio Annual
 Expenses..........................            0.50%(1)           0.25%(1)    0.74%(2)    0.58%(2)   0.58%
</TABLE>
 
- ------------------------
   
(1) The Funds' investment adviser has voluntarily agreed to waive such portion
    of its management fee as is necessary to cause the Total Fund Portfolio
    Annual Expenses of the Fund not to exceed .50% of the VP Money Market Fund's
    average daily net asset value and .25% of the VP S&P 500 Index Fund's
    average daily net asset value. If this is not sufficient to cause the Total
    Fund Portfolio Annual Expenses of the VP Money Market Fund and VP S&P 500
    Index Fund not to exceed the applicable percentage of average daily net
    asset value, the adviser has agreed to pay such other expenses of those
    Funds as is necessary to keep Total Fund Portfolio Annual Expenses from
    exceeding the applicable percentage. This arrangement will continue in
    effect until May 1, 1998, and afterwards to the extent described in the
    Funds' then current prospectus. To the extent management fees are waived by
    the adviser, or expenses of a Fund are paid by the adviser, the total return
    to shareholders will increase. Total return to shareholders will decrease to
    the extent management fees are no longer waived or expenses of a Fund are no
    longer paid. Total Fund Portfolio Annual Expenses would have been 1.53% and
    0.64% for VP Money Market and VP S&P 500 Index Fund, respectively, prior to
    reimbursement by the adviser.
    
 
(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.
 
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
   ---------------------------------------------------------
       MFS             MFS
     EMERGING         TOTAL          MFS         MFS WORLD
      GROWTH         RETURN       UTILITIES     GOVERNMENTS
      SERIES         SERIES         SERIES         SERIES
   ------------    -----------   ------------   ------------
   <S>             <C>           <C>            <C>
       0.80%          0.80%          0.80%          0.80%
       0.80%          0.80%          0.80%          0.80%
 
       0.75%          0.75%          0.75%          0.75%
       0.25%(4)       0.25%(4)       0.25%(4)       0.25%(4)
       1.00%(3)       1.00%(3)       1.00%(3)       1.00%(3)
 
<CAPTION>
                         TEMPLETON VARIABLE PRODUCTS
                                 SERIES FUNDS
                 --------------------------------------------
   ------------    TEMPLETON
       MFS           ASSET           TEMPLETON      TEMPLETON
     EMERGING      ALLOCATION      INTERNATIONAL      STOCK
      GROWTH          FUND             FUND           FUND
      SERIES        CLASS 1           CLASS 1        CLASS 1
   ------------  --------------    -------------    ---------
   <S>            <C>          <C>          <C>
       0.80%           0.80%               0.80%        0.80%
       0.80%           0.80%               0.80%        0.80%
       0.75%           0.61%               0.70%        0.70%
       0.25%(4)        0.17%               0.18%        0.18%
       1.00%(3)        0.78%(5)            0.88%(5)     0.88%(5)
 
<CAPTION>
 
   ------------         OCC ACCUMULATION TRUST
       MFS        -----------------------------------
     EMERGING      GLOBAL
      GROWTH       EQUITY       MANAGED     SMALL CAP
      SERIES      PORTFOLIO    PORTFOLIO    PORTFOLIO
   ------------   ---------    ---------    ---------
       0.80%          0.80%        0.80%        0.80%
       0.80%          0.80%        0.80%        0.80%
       0.75%          0.80%        0.80%        0.80%
       0.25%(4)       0.63%        0.10%        0.22%
       1.00%(3)       1.48%(6)     0.90%(6)     1.02%(6)
<FN>
- ------------------------
(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 Emerging Growth
     Series, Total Return Series, Utilities Series and World Government Series
     would be 0.41%, 1.35%, 2.00% and 1.28% respectively, and "Total Fund
     Portfolio Annual Expenses" would be 1.16%, 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)  Management Fees and Total Fund Portfolio Annual Expenses have been restated
     to  reflect the management fee  schedule approved by shareholders effective
     May 1,  1997. See  fund  prospectus for  details.  Actual fees  and  annual
     expenses before May 1, 1997 were lower.
 
(6)  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 Series Fund 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
                    Series Funds 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
                    Series Fund not more than sixty (60) days prior to the
                    meeting of the particular Series Fund. 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 Series Funds 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 Series
                    Funds' 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
                    Series Funds 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 $100,000 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 $100,000 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 $100,000.
 
                     - 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
</TABLE>
 
14
<PAGE>
<TABLE>
<CAPTION>
                     INSURED'S     CORRIDOR       INSURED'S      CORRIDOR
                    ATTAINED AGE  PERCENTAGE    ATTAINED AGE    PERCENTAGE
                    ------------  -----------   -------------   -----------
                    <S>           <C>           <C>             <C>
                         63           124             93            102
                         64           122             94            101
                                       --              -             --
                         65           120             95            100
                         66           119             96            100
                         67           118             97            100
                         68           117             98            100
                         69           116             99            100
                                       --              -             --
</TABLE>
 
                    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
                       $100,000.
 
                     - 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
                    each of 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
 
                                                                              15
<PAGE>
                    is not paid, or there are partial surrenders or loans taken
                    during the first five Policy Years, the Policy will lapse
                    during the first five Policy Years if the Surrender Value is
                    less than the next Monthly Deduction, just as it would after
                    the first five Policy Years at any time the Surrender Value
                    is less than the next Monthly Deduction.
 
                    Payment of Planned Premiums or Additional Premiums in any
                    amount will not, except as noted above, guarantee that the
                    Policy will remain in force. Conversely, failure to pay
                    Planned Premiums or Additional Premiums will not necessarily
                    cause a Policy to lapse (See "Guaranteed Death Benefit
                    Provision").
 
                    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
                       Premium Payments 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 Payment 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 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.
                    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.
 
16
<PAGE>
                    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 after the
                    Company receives the notice of the new allocatin. 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 Life Services Center. Transfer requests
                    must be received by the Annuity & Variable Life Services
                    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 8-11 of this Prospectus.
 
                    The Company, at its sole discretion, may waive minimum
                    balance requirements on the Sub-Accounts.
 
                    OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS
 
                    The Owner may elect to enroll in either of the following
                    programs. However, both programs cannot be in effect at the
                    same time.
 
                                                                              17
<PAGE>
                    DOLLAR COST AVERAGING
 
                    Dollar Cost Averaging is a program which, if elected by the
                    Owner, systematically allocates specified dollar amounts
                    from the Money Market Sub-Account or the Fixed Account to
                    one or more of the Contract's Variable Account Sub-Accounts
                    at regular intervals as selected by the Owner. By allocating
                    on a regularly scheduled basis as opposed to allocating the
                    total amount at one particular time, an Owner may be less
                    susceptible to the impact of market fluctuations.
 
                    Dollar Cost Averaging may be elected by establishing a Money
                    Market Sub-Account or the Fixed Account value of at least
                    $1,000. The minimum amount per month to allocate is $100
                    (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, provided that sufficient value is in
                    the Money Market Sub-Account or 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 Money Market Sub-
                    Account or 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% Money Market,
                    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
                    Automatic Rebalancing. Any such termination will be
                    confirmed to the Owner. The Owner may terminate 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.
 
18
<PAGE>
CHARGES; FEES
 
                    PREMIUM LOAD
 
                    A deduction of 5.0% of each Premium Payment will be made to
                    cover the premium load. This load represents state taxes and
                    federal income tax liabilities and a portion of the sales
                    expenses incurred by the Company. 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, 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.
                    The remaining 1.5% of the deduction is for sales expenses.
                    The combination of the 1.5% front-end sales load and the
                    deferred sales component of the surrender charge will not
                    exceed maximum sales charges permitted under the 1940 Act.
 
                    MONTHLY DEDUCTIONS
 
                    A Monthly Deduction is made from the Net Accumulation Value
                    for administrative expenses. The monthly administrative fee
                    is $15 during the first Policy Year and, currently, $5
                    during subsequent Policy Years. This charge is for items
                    such as premium billing and collection, policy value
                    calculation, confirmations and periodic reports and will not
                    exceed the Company's costs. For subsequent Policy Years,
                    this monthly fee will never exceed $10.
 
                    A Monthly Deduction is also made from the Net Accumulation
                    Value for the Cost of Insurance and any charges for
                    supplemental riders. The Cost of Insurance depends on the
                    attained age, risk class and gender classification (in
                    accordance with state law) of the Insured and the current
                    Net Amount at Risk.
 
                    The Cost of Insurance is determined by dividing the Death
                    Benefit at the previous Monthly Anniversary Day by
                    1.0032737, subtracting the Accumulation Value at the
                    previous Monthly Anniversary Day, and multiplying the result
                    (the Net Amount at Risk) by the applicable Cost of Insurance
                    Rate as determined by the Company. The Guaranteed Maximum
                    Cost of Insurance Rates, per $1,000 of Net Amount at Risk,
                    for standard risks are set forth in the following Table
                    based on the 1980 Commissioners Standard Ordinary Mortality
                    Tables, Age Nearest Birthday (1980 CSO); or, for unisex
                    rates, on the 1980 CSO-B Table.
<TABLE>
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
     0         0.34845    0.24089    0.32677
     1         0.08917    0.07251    0.08667
     2         0.08251    0.06750    0.07917
     3         0.08167    0.06584    0.07834
     4         0.07917    0.06417    0.07584
     5         0.07501    0.06334    0.07251
     6         0.07167    0.06084    0.06917
     7         0.06667    0.06000    0.06584
     8         0.06334    0.05834    0.06250
     9         0.06167    0.05750    0.06084
    10         0.06084    0.05667    0.06000
    11         0.06417    0.05750    0.06250
    12         0.07084    0.06000    0.06917
    13         0.08251    0.06250    0.07834
    14         0.09584    0.06887    0.09001
 
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
    15         0.11085    0.07084    0.10334
    16         0.12585    0.07601    0.11585
    17         0.13919    0.07917    0.12752
    18         0.14836    0.08167    0.13502
    19         0.15502    0.08501    0.14085
    20         0.15836    0.08751    0.14502
    21         0.15919    0.08917    0.14585
    22         0.15752    0.09084    0.14419
    23         0.15502    0.09251    0.14252
    24         0.15189    0.09501    0.14085
    25         0.14752    0.09668    0.13752
    26         0.11419    0.09918    0.13585
    27         0.14252    0.10168    0.13418
    28         0.14169    0.10501    0.13418
    29         0.14252    0.10635    0.13585
</TABLE>
 
                                                                              19
<PAGE>
<TABLE>
<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
    60         1.34180    0.78979    1.22817
    61         1.46381    0.84488    1.33511
    62         1.60173    0.91417    1.45796
    63         1.75809    1.00267    1.59922
    64         1.93206    1.10539    1.75725
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
    65         2.12283    1.21731    1.92955
    66         2.32623    1.33511    2.11195
    67         2.54312    1.45461    2.30614
    68         2.77350    1.57247    2.50878
    69         3.02328    1.69955    2.72909
    70         3.30338    1.84590    2.97466
    71         3.62140    2.02325    3.25640
    72         3.98666    2.24419    3.58279
    73         4.40599    2.51548    3.95978
    74         4.87280    2.83552    4.38330
    75         5.37793    3.19685    4.84334
    76         5.91225    3.59370    5.33245
    77         6.46824    4.01942    5.84227
    78         7.04089    4.47410    6.36948
    79         7.64551    4.97042    6.92851
    80         8.30507    5.52957    7.54229
    81         9.03761    6.17118    8.22883
    82         9.86724    6.91414    9.01216
    83        10.80381    7.77075    9.90124
    84        11.82571    8.72632   10.87533
    85        12.91039    9.76952   11.92213
    86        14.03509   10.89151   13.01471
    87        15.18978   12.08770   14.15507
    88        16.36948   13.35774   15.33494
    89        17.57781   14.70820   16.56493
    90        18.82881   16.15259   17.85746
    91        20.14619   17.71416   19.23699
    92        21.57655   19.43814   20.76665
    93        23.20196   21.40786   22.49837
    94        25.28174   23.63051   24.70915
    95        28.27411   27.16158   27.82758
    96        33.10577   32.32378   32.78845
    97        41.68476   41.21204   41.45783
    98        58.01259   57.81394   57.95663
    99        90.90909   90.90909   90.90909
</TABLE>
 
                    These Monthly Deductions are deducted proportionately from
                    the value of each funding option. This is accomplished for
                    the Sub-Accounts by canceling Accumulation Units and
                    withdrawing the value of the canceled Accumulation Units
                    from each funding option in the same proportion as their
                    respective values have to the Net Accumulation Value. The
                    Monthly Deductions are made on the Monthly Anniversary Day.
 
                    If the Insured is still living at age 100 and the Policy has
                    not been surrendered, no further Monthly Deductions are
                    taken and any Variable Account Value is transferred to the
                    Fixed Account. The Policy will then remain in force until
                    surrender or the Insured's death.
 
                    TRANSACTION FEE FOR EXCESS TRANSFERS
 
                    There will be a $25 transaction fee for each transfer
                    between funding options in excess of 12 during any Policy
                    Year.
 
                    MORTALITY AND EXPENSE RISK CHARGE
 
                    For mortality and expense risks, a daily deduction,
                    currently equivalent to .80% per year during the first
                    twelve Policy Years and .55% per year thereafter, is made
                    from amounts held in the Variable Account. This deduction is
                    guaranteed not to exceed .90% per year.
 
20
<PAGE>
                    SURRENDER CHARGE
 
                    Upon surrender of a Policy, a surrender charge may apply, as
                    described below. This charge is in part a deferred sales
                    charge and in part a recovery of certain first year
                    administrative costs. (See "Appendix 1 -- Illustration of
                    Surrender Charges".)
 
                    The initial Surrender Charge, as specified in the Policy, is
                    based on the Initial Specified Amount and the amount of
                    Premium Payments during the first two Policy Years. Once
                    determined, the Surrender Charge will remain the same dollar
                    amount during the third through fifth Policy Years.
                    Thereafter, it declines monthly at a rate of 20% per year so
                    that after the end of the tenth Policy Year (assuming no
                    increases in the Specified Amount) the Surrender Charge will
                    be zero. Thus, the Surrender Charge at the end of the sixth
                    Policy Year would be 80% of the Surrender Charge at the end
                    of the fifth Policy Year, at the end of the seventh Policy
                    Year would be 60% of the Surrender Charge at the end of the
                    fifth Policy Year, and so forth. However, in no event will
                    the Surrender Charge exceed the maximum allowed by state or
                    federal law.
 
                    If the Specified Amount is increased, a new Surrender Charge
                    will be applicable, in addition to any existing Surrender
                    Charge. The Surrender Charge applicable to the increase
                    would be equal to the Surrender Charge on a new policy whose
                    Specified Amount was equal to 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 28.5%
                    of the sum of Premium Payments in the first two Policy Years
                    up to one Guideline Annual Premium, plus 8.5% of Premium
                    Payments in the first two Policy Years between one and two
                    times one Guideline Annual Premium plus 7.5% 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.
 
                                                                              21
<PAGE>
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 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
 
22
<PAGE>
                    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."
 
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 $100,000. 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.
 
                                                                              23
<PAGE>
                    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 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.
 
24
<PAGE>
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
                    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;
 
                                                                              25
<PAGE>
                    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 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
 
26
<PAGE>
                    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
                    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;
 
                                                                              27
<PAGE>
                    2. is the ratio of the monthly cost of insurance applied in
                       the policy month of death to the monthly cost of
                       insurance that should have been applied at the true age
                       and sex in the policy month of death; and
 
                    3. is the Accumulation Value at the time of the Insured's
                       death.
 
                    SUICIDE
 
                    If the Insured dies by suicide, while sane or insane, within
                    two years from the Issue Date, the Company will pay no more
                    than the sum of the premiums paid, less any indebtedness. If
                    the Insured dies by suicide, while sane or insane, within
                    two years from the date an application is accepted for an
                    increase in the Specified Amount, the Company will pay no
                    more than a refund of the monthly charges for the cost of
                    such additional benefit.
 
                    NONPARTICIPATING POLICIES
 
                    These are nonparticipating Policies on which no dividends
                    are payable. These Policies do not share in the profits or
                    surplus earnings of the Company.
 
TAX MATTERS
 
                    POLICY PROCEEDS
 
                    Section 7702 of the Code provides that if certain tests are
                    met, a Policy will be treated as a life insurance policy for
                    federal tax purposes. The Company will monitor compliance
                    with these tests. The Policy should thus receive the same
                    federal income tax treatment as fixed benefit life
                    insurance. As a result, the death proceeds payable under a
                    Policy are excludable from gross income of the Beneficiary
                    under Section 101 of the Code.
 
                    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.
 
28
<PAGE>
                    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 that is not adequately diversified under
                    these regulations would not be treated as life insurance
                    under Section 7702 of the Code. To be adequately
                    diversified, each Sub-Account of the Variable Account must
                    meet certain tests. The Company believes the Variable
                    Account investments meet the applicable diversification
                    standards.
 
                    Should the Secretary of the Treasury issue additional rules
                    or regulations limiting the number of funds, transfers
                    between funds, exchanges of funds or changes in investment
                    objectives of funds such that the Policy would no longer
                    qualify as life insurance under Section 7702 of the Code,
                    the Company will take whatever steps are available to remain
                    in compliance.
 
                    The Company will monitor compliance with these regulations
                    and, to the extent necessary, will change the objectives or
                    assets of the Sub-Account investments to remain in
                    compliance.
 
                    A total surrender or termination of the Policy by lapse may
                    have adverse tax consequences. If the amount received by the
                    Policy Owner plus total Policy indebtedness exceeds the
                    premiums paid into the Policy, the excess will generally be
                    treated as taxable income, regardless of whether or not the
                    Policy is a modified endowment contract.
 
                    Federal estate and state and local estate, inheritance and
                    other tax consequences of ownership or receipt of Policy
                    proceeds depend on the circumstances of each Policy Owner or
                    Beneficiary.
 
                    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 5.0% premium load is assessed to cover state taxes,
                    federal income tax liabilities and a portion of the sales
                    expenses incurred by the Company. This load is made up of
                    2.35% for state taxes, 1.15% for the additional federal
                    income tax burden under
 
                                                                              29
<PAGE>
                    Section 848 of the Code relating to the tax treatment of
                    deferred acquisition costs and a 1.5% sales load. 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
                    or its affiliates 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.
 
<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>
 
30
<PAGE>
                    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. CFA is a Connecticut corporation organized in 1967, and
                    is the principal underwriter for the Company's other
                    registered separate accounts and for a registered separate
                    account of CIGNA Life Insurance Company, a wholly-owned
                    subsidiary of the Company.
 
                    Gross first year commissions paid by the Company, including
                    expense reimbursement allowances, on the sale of these
                    Policies are not more than 112.5% of Premium Payments. Gross
                    renewal commissions paid by the Company will not exceed
                    5.625% of Premium Payments.
 
                    CHANGES OF INVESTMENT POLICY
 
                    The Company may materially change the investment policy of
                    the Variable Account. The Company must inform the Policy
                    Owners and obtain all necessary regulatory approvals. Any
                    change must be submitted to the various state insurance
                    departments which shall disapprove it if deemed detrimental
                    to the interests of the Policy Owners or if it renders the
                    Company's operations hazardous to the public. If a Policy
                    Owner objects, the Policy may be converted to a
                    substantially comparable fixed benefit life insurance policy
                    offered by the Company on the life of the Insured. The
                    Policy Owner has the later of 60 days (6 months in
                    Pennsylvania) from the date of the investment policy change
                    or 60 days (6 months in Pennsylvania) from being informed of
                    such change to make this conversion. The Company will not
                    require evidence of insurability for this conversion.
 
                    The new policy will not be affected by the investment
                    experience of any separate account. The new policy will be
                    for an amount of insurance not exceeding the Death Benefit
                    of the Policy converted on the date of such conversion.
 
                    OTHER CONTRACTS ISSUED BY THE COMPANY
 
                    The Company does presently and will, from time to time,
                    offer other variable annuity contracts and variable life
                    insurance policies with benefits which vary in accordance
                    with the investment experience of a separate account of the
                    Company.
 
                    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
 
                                                                              31
<PAGE>
                    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.
 
                    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
 
32
<PAGE>
                    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 and statements
                    of changes in net assets for the period ended December 31,
                    1996.
 
                    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.
 
                                                                              33
<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]
 
34
<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.
 
                                                                              35
<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.
 
36
<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.
 
                                                                              37
<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.
 
38
<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.
 
                                                                              39
<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.
 
40
<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>
 
  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.
 
                                                                              41
<PAGE>
  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.
 
42
<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.
 
                                                                              43
<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.
 
44
<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.
 
                                                                              45
<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.
 
46
<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.
 
                                                                              47
<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.
 
48
<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.
 
                                                                              49
<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.
 
50
<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.
 
                                                                              51
<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.
 
52
<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.
 
                                                                              53
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
FINANCIAL STATEMENTS
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                         AIM VARIABLE INSURANCE FUNDS SUB-ACCOUNTS
                                     --------------------------------------------------
                                       CAPITAL    DIVERSIFIED
                                     APPRECIATION   INCOME       GROWTH        VALUE
                                     -----------  -----------  -----------  -----------
<S>                                  <C>          <C>          <C>          <C>
ASSETS:
Investment in variable insurance
  funds at value...................  $   300,215  $    79,943  $   396,937  $   400,047
Receivable from Connecticut General
  Life Insurance
  Company..........................        1,097      --           135,631        1,645
Receivable for fund shares sold....      --                52      --           --
                                     -----------  -----------  -----------  -----------
    Total assets...................      301,312       79,995      532,568      401,692
                                     -----------  -----------  -----------  -----------
 
LIABILITIES:
Payable to Connecticut General Life
  Insurance Company................      --                52      --           --
Payable for fund shares
  purchased........................        1,097      --           135,631        1,645
                                     -----------  -----------  -----------  -----------
    Total liabilities..............        1,097           52      135,631        1,645
                                     -----------  -----------  -----------  -----------
    Net assets.....................  $   300,215  $    79,943  $   396,937  $   400,047
                                     -----------  -----------  -----------  -----------
                                     -----------  -----------  -----------  -----------
Accumulation units outstanding.....       28,628        7,356       37,637       35,352
Net asset value per accumulation
  unit.............................  $ 10.486698  $ 10.868038  $ 10.546548  $ 11.316054
 
<CAPTION>
                                        CIGNA
                                      VARIABLE     FIDELITY
                                      PRODUCTS        VIP
                                        GROUP      PORTFOLIO       FIDELITY VIP II
                                     SUB-ACCOUNT  SUB-ACCOUNT   PORTFOLIO SUB-ACCOUNTS
                                     -----------  -----------  ------------------------
                                        MONEY       EQUITY-       ASSET     INVESTMENT
                                       MARKET       INCOME       MANAGER    GRADE BOND
                                     -----------  -----------  -----------  -----------
<S>                                  <C>          <C>          <C>          <C>
ASSETS:
Investment in variable insurance
  funds at value...................  $  183,119   $   298,186  $    68,048  $    40,821
Receivable from Connecticut General
  Life Insurance
  Company..........................      --               475      --           --
Receivable for fund shares sold....      --           --           --           --
                                     -----------  -----------  -----------  -----------
    Total assets...................     183,119       298,661       68,048       40,821
                                     -----------  -----------  -----------  -----------
LIABILITIES:
Payable to Connecticut General Life
  Insurance Company................      --           --           --           --
Payable for fund shares
  purchased........................      --               475      --           --
                                     -----------  -----------  -----------  -----------
    Total liabilities..............      --               475      --           --
                                     -----------  -----------  -----------  -----------
    Net assets.....................  $  183,119   $   298,186  $    68,048  $    40,821
                                     -----------  -----------  -----------  -----------
                                     -----------  -----------  -----------  -----------
Accumulation units outstanding.....      17,823        27,224        6,332        3,845
Net asset value per accumulation
  unit.............................  $10.274144   $ 10.953184  $ 10.747301  $ 10.615798
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
54
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
FINANCIAL STATEMENTS (CONTINUED)
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                              OCC ACCUMULATION TRUST
                                        MFS SERIES SUB-ACCOUNTS                   SUB-ACCOUNTS *
                                  -----------------------------------   ----------------------------------
                                    TOTAL                    WORLD        GLOBAL
                                    RETURN    UTILITIES   GOVERNMENTS     EQUITY     MANAGED    SMALL CAP
                                  ----------  ----------  -----------   ----------  ----------  ----------
<S>                               <C>         <C>         <C>           <C>         <C>         <C>
ASSETS:
Investment in variable insurance
  funds at value................  $  126,098  $    5,819  $    10,041   $   16,055  $  242,604  $  170,376
Receivable from Connecticut
  General Life Insurance
  Company.......................      --          --          --            --          --          --
Receivable for fund shares
  sold..........................      --          --          --            --          --          --
                                  ----------  ----------  -----------   ----------  ----------  ----------
    Total assets................     126,098       5,819       10,041       16,055     242,604     170,376
                                  ----------  ----------  -----------   ----------  ----------  ----------
 
LIABILITIES:
Payable to Connecticut General
  Life Insurance Company........      --          --          --            --          --          --
Payable for fund shares
  purchased.....................      --          --          --            --          --          --
                                  ----------  ----------  -----------   ----------  ----------  ----------
    Total liabilities...........      --          --          --            --          --          --
                                  ----------  ----------  -----------   ----------  ----------  ----------
    Net assets..................  $  126,098  $    5,819  $    10,041   $   16,055  $  242,604  $  170,376
                                  ----------  ----------  -----------   ----------  ----------  ----------
                                  ----------  ----------  -----------   ----------  ----------  ----------
Accumulation units
  outstanding...................      11,656         519          952        1,478      21,824      16,137
Net asset value per accumulation
  unit..........................  $10.818148  $11.210158  $ 10.546056   $10.865525  $11.116268  $10.558285
 
<CAPTION>
                                       TEMPLETON VARIABLE PRODUCTS
                                         SERIES FUND SUB-ACCOUNTS
                                  --------------------------------------
                                    ASSET
                                  ALLOCATION  INTERNATIONAL     STOCK
                                  ----------  -------------   ----------
<S>                               <C>         <C>             <C>
ASSETS:
Investment in variable insurance
  funds at value................  $  312,377   $    373,559   $   91,496
Receivable from Connecticut
  General Life Insurance
  Company.......................      --                594       --
Receivable for fund shares
  sold..........................      --           --             --
                                  ----------  -------------   ----------
    Total assets................     312,377        374,153       91,496
                                  ----------  -------------   ----------
LIABILITIES:
Payable to Connecticut General
  Life Insurance Company........      --           --             --
Payable for fund shares
  purchased.....................      --                594       --
                                  ----------  -------------   ----------
    Total liabilities...........      --                594       --
                                  ----------  -------------   ----------
    Net assets..................  $  312,377   $    373,559   $   91,496
                                  ----------  -------------   ----------
                                  ----------  -------------   ----------
Accumulation units
  outstanding...................      28,005         33,071        8,246
Net asset value per accumulation
  unit..........................  $11.154447   $  11.295688   $11.095968
</TABLE>
 
- --------------------------
 
* Formerly Quest for Value Accumulation Trust
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              55
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (DATE DEPOSITS FIRST RECEIVED) TO
DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                           AIM VARIABLE INSURANCE FUNDS SUB-ACCOUNTS
                                     ------------------------------------------------------
                                       CAPITAL     DIVERSIFIED
                                     APPRECIATION     INCOME        GROWTH        VALUE
                                     ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Inception date.....................   May 6, 1996  May 22, 1996  May 22, 1996   May 6, 1996
 
INVESTMENT INCOME:
Dividends..........................  $        321  $      3,336  $        833  $      1,608
 
EXPENSES:
Mortality and expense risk and
  administrative charges...........           385            88           282           468
                                     ------------  ------------  ------------  ------------
    Net investment gain (loss).....           (64)        3,248           551         1,140
                                     ------------  ------------  ------------  ------------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Capital distributions from
  portfolio sponsors...............       --            --              9,355        15,593
Net realized gain on share
  transactions.....................           379            11           337           337
                                     ------------  ------------  ------------  ------------
    Net realized gain..............           379            11         9,692        15,930
Net unrealized gain (loss).........         2,251        (1,549)       (9,782)       (3,822)
                                     ------------  ------------  ------------  ------------
    Net realized and unrealized
      gain (loss) on investments...         2,630        (1,538)          (90)       12,108
                                     ------------  ------------  ------------  ------------
INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS........  $      2,566  $      1,710  $        461  $     13,248
                                     ------------  ------------  ------------  ------------
                                     ------------  ------------  ------------  ------------
 
<CAPTION>
                                        CIGNA
                                       VARIABLE    FIDELITY VIP
                                       PRODUCTS     PORTFOLIO         FIDELITY VIP II
                                        GROUP      SUB-ACCOUNT     PORTFOLIO SUB-ACCOUNTS
                                     SUB-ACCOUNT   ------------  --------------------------
                                     ------------    EQUITY-        ASSET       INVESTMENT
                                     MONEY MARKET     INCOME       MANAGER      GRADE BOND
                                     ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Inception date.....................  May 6, 1996    May 6, 1996  July 1, 1996   May 6, 1996
INVESTMENT INCOME:
Dividends..........................  $     2,053   $    --       $    --       $    --
EXPENSES:
Mortality and expense risk and
  administrative charges...........          315            322            89            32
                                     ------------  ------------  ------------  ------------
    Net investment gain (loss).....        1,738           (322)          (89)          (32)
                                     ------------  ------------  ------------  ------------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Capital distributions from
  portfolio sponsors...............      --             --            --            --
Net realized gain on share
  transactions.....................      --                 350           344             4
                                     ------------  ------------  ------------  ------------
    Net realized gain..............      --                 350           344             4
Net unrealized gain (loss).........      --               5,635         1,319           (66)
                                     ------------  ------------  ------------  ------------
    Net realized and unrealized
      gain (loss) on investments...      --               5,985         1,663           (62)
                                     ------------  ------------  ------------  ------------
INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS........  $     1,738   $      5,663  $      1,574  $        (94)
                                     ------------  ------------  ------------  ------------
                                     ------------  ------------  ------------  ------------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
56
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
FINANCIAL STATEMENTS (CONTINUED)
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (DATE DEPOSITS FIRST RECEIVED) TO
DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                            MFS SERIES SUB-ACCOUNTS               OCC ACCUMULATION TRUST SUB-ACCOUNTS *
                                  --------------------------------------------  ------------------------------------------
                                                                     WORLD         GLOBAL
                                  TOTAL RETURN      UTILITIES     GOVERNMENTS      EQUITY        MANAGED       SMALL CAP
                                  -------------  ---------------  ------------  ------------  -------------  -------------
<S>                               <C>            <C>              <C>           <C>           <C>            <C>
Inception date..................   May 28, 1996  August 19, 1996   May 6, 1996   May 6, 1996   May 28, 1996   May 21, 1996
 
INVESTMENT INCOME:
Dividends.......................  $       1,859  $           135  $    --       $         56  $    --        $    --
 
EXPENSES:
Mortality and expense risk and
  administrative charges........            165                9            13            24            375            281
                                  -------------  ---------------  ------------  ------------  -------------  -------------
    Net investment gain
      (loss)....................          1,694              126           (13)           32           (375)          (281)
                                  -------------  ---------------  ------------  ------------  -------------  -------------
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
Capital distributions from
  portfolio sponsors............            808              350       --                 85       --             --
Net realized gain (loss) on
  share transactions............             61               (1)      --                  7            174             26
                                  -------------  ---------------  ------------  ------------  -------------  -------------
    Net realized gain (loss)....            869              349       --                 92            174             26
Net unrealized gain.............            656                9            24           375         11,891          9,222
                                  -------------  ---------------  ------------  ------------  -------------  -------------
    Net realized and unrealized
      gain on investments.......          1,525              358            24           467         12,065          9,248
                                  -------------  ---------------  ------------  ------------  -------------  -------------
INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS...............  $       3,219  $           484  $         11  $        499  $      11,690  $       8,967
                                  -------------  ---------------  ------------  ------------  -------------  -------------
                                  -------------  ---------------  ------------  ------------  -------------  -------------
 
<CAPTION>
                                         TEMPLETON VARIABLE PRODUCTS
                                           SERIES FUND SUB-ACCOUNTS
                                  ------------------------------------------
                                     ASSET
                                   ALLOCATION   INTERNATIONAL      STOCK
                                  ------------  -------------  -------------
<S>                               <C>           <C>            <C>
Inception date..................   May 6, 1996   May 21, 1996   May 22, 1996
INVESTMENT INCOME:
Dividends.......................  $    --       $    --        $    --
EXPENSES:
Mortality and expense risk and
  administrative charges........           244            473            121
                                  ------------  -------------  -------------
    Net investment gain
      (loss)....................          (244)          (473)          (121)
                                  ------------  -------------  -------------
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
Capital distributions from
  portfolio sponsors............       --            --             --
Net realized gain (loss) on
  share transactions............           249            156            (25)
                                  ------------  -------------  -------------
    Net realized gain (loss)....           249            156            (25)
Net unrealized gain.............         8,859         22,647          4,870
                                  ------------  -------------  -------------
    Net realized and unrealized
      gain on investments.......         9,108         22,803          4,845
                                  ------------  -------------  -------------
INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS...............  $      8,864  $      22,330  $       4,724
                                  ------------  -------------  -------------
                                  ------------  -------------  -------------
</TABLE>
 
- --------------------------
 
* Formerly Quest for Value Accumulation Trust
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              57
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
FINANCIAL STATEMENTS
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM INCEPTION (DATE DEPOSITS FIRST RECEIVED) TO
DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                               AIM VARIABLE INSURANCE FUNDS SUB-ACCOUNTS
                                     -------------------------------------------------------------
                                        CAPITAL       DIVERSIFIED
                                     APPRECIATION       INCOME          GROWTH           VALUE
                                     -------------   -------------   -------------   -------------
<S>                                  <C>             <C>             <C>             <C>
Inception date.....................    May 6, 1996    May 22, 1996    May 22, 1996     May 6, 1996
 
OPERATIONS:
Net investment gain (loss).........  $         (64)  $       3,248   $         551   $       1,140
Net realized gain..................            379              11           9,692          15,930
Net unrealized gain (loss).........          2,251          (1,549)         (9,782)         (3,822)
                                     -------------   -------------   -------------   -------------
  Net increase (decrease) from
    operations.....................          2,566           1,710             461          13,248
                                     -------------   -------------   -------------   -------------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of
  premium load.....................        101,952           1,147         108,913          94,506
Participant transfers..............        207,039          80,113         292,966         306,773
Participant withdrawals............        (11,342)         (3,027)         (5,403)        (14,480)
                                     -------------   -------------   -------------   -------------
  Net increase from participant
    transactions...................        297,649          78,233         396,476         386,799
                                     -------------   -------------   -------------   -------------
    Total increase in net assets...        300,215          79,943         396,937         400,047
 
NET ASSETS:
Beginning of period................       --              --              --              --
                                     -------------   -------------   -------------   -------------
End of period......................  $     300,215   $      79,943   $     396,937   $     400,047
                                     -------------   -------------   -------------   -------------
                                     -------------   -------------   -------------   -------------
PARTICIPANT ACCUMULATION UNIT
  TRANSACTIONS (IN UNITS):
Participant deposits...............          9,708             109          10,164           8,581
Participant transfers..............         20,023           7,532          27,995          28,109
Participant withdrawals............         (1,103)           (285)           (522)         (1,338)
                                     -------------   -------------   -------------   -------------
    Net increase in units from
      participant transactions.....         28,628           7,356          37,637          35,352
                                     -------------   -------------   -------------   -------------
                                     -------------   -------------   -------------   -------------
 
<CAPTION>
                                         CIGNA
                                       VARIABLE      FIDELITY VIP
                                       PRODUCTS        PORTFOLIO            FIDELITY VIP II
                                         GROUP        SUB-ACCOUNT       PORTFOLIO SUB-ACCOUNTS
                                      SUB-ACCOUNT    -------------   -----------------------------
                                     -------------      EQUITY-          ASSET        INVESTMENT
                                     MONEY MARKET       INCOME          MANAGER       GRADE BOND
                                     -------------   -------------   -------------   -------------
<S>                                  <C>             <C>             <C>             <C>
Inception date.....................   May 6, 1996      May 6, 1996    July 1, 1996     May 6, 1996
OPERATIONS:
Net investment gain (loss).........  $      1,738    $        (322)  $         (89)  $         (32)
Net realized gain..................       --                   350             344               4
Net unrealized gain (loss).........       --                 5,635           1,319             (66)
                                     -------------   -------------   -------------   -------------
  Net increase (decrease) from
    operations.....................         1,738            5,663           1,574             (94)
                                     -------------   -------------   -------------   -------------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of
  premium load.....................        29,639           40,360          25,510             668
Participant transfers..............       162,260          260,509          42,284          41,527
Participant withdrawals............       (10,518)          (8,346)         (1,320)         (1,280)
                                     -------------   -------------   -------------   -------------
  Net increase from participant
    transactions...................       181,381          292,523          66,474          40,915
                                     -------------   -------------   -------------   -------------
    Total increase in net assets...       183,119          298,186          68,048          40,821
NET ASSETS:
Beginning of period................       --              --              --              --
                                     -------------   -------------   -------------   -------------
End of period......................  $    183,119    $     298,186   $      68,048   $      40,821
                                     -------------   -------------   -------------   -------------
                                     -------------   -------------   -------------   -------------
PARTICIPANT ACCUMULATION UNIT
  TRANSACTIONS (IN UNITS):
Participant deposits...............         2,928            3,789           2,464              61
Participant transfers..............        15,929           24,210           3,993           3,905
Participant withdrawals............        (1,034)            (775)           (125)           (121)
                                     -------------   -------------   -------------   -------------
    Net increase in units from
      participant transactions.....        17,823           27,224           6,332           3,845
                                     -------------   -------------   -------------   -------------
                                     -------------   -------------   -------------   -------------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
58
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
FINANCIAL STATEMENTS (CONTINUED)
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM INCEPTION (DATE DEPOSITS FIRST RECEIVED) TO
DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                            MFS SERIES SUB-ACCOUNTS               OCC ACCUMULATION TRUST SUB-ACCOUNTS *
                                  --------------------------------------------  ------------------------------------------
                                      TOTAL                          WORLD         GLOBAL
                                     RETURN         UTILITIES     GOVERNMENTS      EQUITY        MANAGED       SMALL CAP
                                  -------------  ---------------  ------------  ------------  -------------  -------------
<S>                               <C>            <C>              <C>           <C>           <C>            <C>
Inception date..................   May 28, 1996  August 19, 1996   May 6, 1996   May 6, 1996   May 28, 1996   May 21, 1996
OPERATIONS:
Net investment gain (loss)......  $       1,694  $           126  $        (13) $         32  $        (375) $        (281)
Net realized gain (loss)........            869              349       --                 92            174             26
Net unrealized gain.............            656                9            24           375         11,891          9,222
                                  -------------  ---------------  ------------  ------------  -------------  -------------
    Net increase from
      operations................          3,219              484            11           499         11,690          8,967
                                  -------------  ---------------  ------------  ------------  -------------  -------------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of
  premium load..................         42,659               64         2,843         1,678         31,531         16,598
Participant transfers...........         82,784            5,527         7,813        14,816        207,398        150,455
Participant withdrawals.........         (2,564)            (256)         (626)         (938)        (8,015)        (5,644)
                                  -------------  ---------------  ------------  ------------  -------------  -------------
    Net increase from
      participant
      transactions..............        122,879            5,335        10,030        15,556        230,914        161,409
                                  -------------  ---------------  ------------  ------------  -------------  -------------
    Total increase in net
      assets....................        126,098            5,819        10,041        16,055        242,604        170,376
NET ASSETS:
Beginning of period.............       --              --              --            --            --             --
                                  -------------  ---------------  ------------  ------------  -------------  -------------
End of period...................  $     126,098  $         5,819  $     10,041  $     16,055  $     242,604  $     170,376
                                  -------------  ---------------  ------------  ------------  -------------  -------------
                                  -------------  ---------------  ------------  ------------  -------------  -------------
PARTICIPANT ACCUMULATION UNIT
  TRANSACTIONS (IN UNITS):
Participant deposits............          4,082                6           273           159          2,911          1,614
Participant transfers...........          7,818              537           739         1,409         19,660         15,075
Participant withdrawals.........           (244)             (24)          (60)          (90)          (747)          (552)
                                  -------------  ---------------  ------------  ------------  -------------  -------------
    Net increase in units from
      participant
      transactions..............         11,656              519           952         1,478         21,824         16,137
                                  -------------  ---------------  ------------  ------------  -------------  -------------
                                  -------------  ---------------  ------------  ------------  -------------  -------------
 
<CAPTION>
                                         TEMPLETON VARIABLE PRODUCTS
                                           SERIES FUND SUB-ACCOUNTS
                                  ------------------------------------------
                                     ASSET
                                   ALLOCATION   INTERNATIONAL      STOCK
                                  ------------  -------------  -------------
<S>                               <C>           <C>            <C>
Inception date..................   May 6, 1996   May 21, 1996   May 22, 1996
OPERATIONS:
Net investment gain (loss)......  $       (244) $        (473) $        (121)
Net realized gain (loss)........           249            156            (25)
Net unrealized gain.............         8,859         22,647          4,870
                                  ------------  -------------  -------------
    Net increase from
      operations................         8,864         22,330          4,724
                                  ------------  -------------  -------------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits, net of
  premium load..................         8,075         60,621          8,496
Participant transfers...........       297,737        302,403         81,619
Participant withdrawals.........        (2,299)       (11,795)        (3,343)
                                  ------------  -------------  -------------
    Net increase from
      participant
      transactions..............       303,513        351,229         86,772
                                  ------------  -------------  -------------
    Total increase in net
      assets....................       312,377        373,559         91,496
NET ASSETS:
Beginning of period.............       --            --             --
                                  ------------  -------------  -------------
End of period...................  $    312,377  $     373,559  $      91,496
                                  ------------  -------------  -------------
                                  ------------  -------------  -------------
PARTICIPANT ACCUMULATION UNIT
  TRANSACTIONS (IN UNITS):
Participant deposits............           771          5,685            798
Participant transfers...........        27,444         28,489          7,769
Participant withdrawals.........          (210)        (1,103)          (321)
                                  ------------  -------------  -------------
    Net increase in units from
      participant
      transactions..............        28,005         33,071          8,246
                                  ------------  -------------  -------------
                                  ------------  -------------  -------------
</TABLE>
 
- --------------------------
 
* Formerly Quest for Value Accumulation Trust
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              59
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
1.  ORGANIZATION
 
    CG Variable Life Insurance Separate Account II (the Account) is registered
as a Unit Investment Trust under the Investment Company Act of 1940, as amended.
The operations of the Account are part of the operations of Connecticut General
Life Insurance Company (CG Life). The assets and liabilities of the Account are
clearly identified and distinguished from other assets and liabilities of CG
Life. The assets of the Account are not available to meet the general
obligations of CG Life and are held for the exclusive benefit of the
participants.
 
    The assets of the Account are divided into variable sub-accounts each of
which is invested in shares of one of seventeen portfolios (mutual funds) of
seven diversified open-end management investment companies, each portfolio with
its own investment objective. The variable sub-accounts are:
 
    AIM VARIABLE INSURANCE FUNDS, INC.:--
 
       AIM V.I. Capital Appreciation Fund
       AIM V.I. Diversified Income Fund
       AIM V.I. Growth Fund
       AIM V.I. Value Fund
 
    CIGNA VARIABLE PRODUCTS GROUP:--
 
       CIGNA Variable Products Money Market Fund
 
    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
 
    OCC (FORMERLY QUEST FOR VALUE) ACCUMULATION TRUST:--
 
       OCC Global Equity Portfolio
       OCC Managed Portfolio
       OCC Small Cap Portfolio
 
    TEMPLETON VARIABLE PRODUCTS SERIES FUND:--
 
       Templeton Asset Allocation Fund
       Templeton International Fund
       Templeton Stock Fund
 
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.
 
60
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    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 difference between cost and value is
reflected as unrealized gain (loss) in the Statements of Operations.
 
    B.  INVESTMENT TRANSACTIONS:--Investment transactions are recorded on the
trade date (date the order to buy or sell is executed). Realized gains and
losses on sales of investments are determined by the last-in, first-out cost
basis of the investment sold. Dividend and capital gain distributions are
recorded on the ex-dividend date. Investment transactions are settled through CG
Life.
 
    C.  FEDERAL INCOME TAXES:--The operations of the Account form a part of, and
are taxed with, the total operations of CG Life, which is taxed as a life
insurance company. Under existing federal income tax law, investment income
(dividends) and capital gains attributable to the Account are not taxed.
 
3.  INVESTMENTS
 
    Total shares held and cost of investments at December 31, 1996 were:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                                                              SHARES      COST OF
SUB-ACCOUNT                                                                                    HELD     INVESTMENTS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>        <C>
AIM V.I. Capital Appreciation Fund.........................................................     15,451   $ 297,964
AIM V.I. Diversified Income Fund...........................................................      7,739      81,492
AIM V.I. Growth Fund.......................................................................     24,427     406,719
AIM V.I. Value Fund........................................................................     22,886     403,869
CIGNA Variable Products Money Market Fund..................................................    183,119     183,119
Fidelity Equity-Income Portfolio...........................................................     14,179     292,551
Fidelity Asset Manager Portfolio...........................................................      4,019      66,729
Fidelity Investment Grade Bond Portfolio...................................................      3,335      40,887
MFS Total Return Series....................................................................      9,198     125,442
MFS Utilities Series.......................................................................        426       5,810
MFS World Governments Series...............................................................        949      10,017
OCC Global Equity Portfolio................................................................      1,214      15,680
OCC Managed Portfolio......................................................................      6,700     230,713
OCC Small Cap Portfolio....................................................................      7,535     161,154
Templeton Asset Allocation Fund............................................................     14,819     303,518
Templeton International Fund...............................................................     20,302     350,912
Templeton Stock Fund.......................................................................      3,999      86,626
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
 
                                                                              61
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
3.  INVESTMENTS (CONTINUED)
    Total purchases and sales of shares for each of the mutual funds, for the
periods ended December 31, 1996, amounted to:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                       PERIOD *                  PURCHASES     SALES
- -----------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                       <C>         <C>
AIM V.I. Capital Appreciation Fund..............          May 6, 1996 to December 31, 1996  $  386,550  $  88,965
AIM V.I. Diversified Income Fund................         May 22, 1996 to December 31, 1996      83,874      2,393
AIM V.I. Growth Fund............................         May 22, 1996 to December 31, 1996     446,351     39,969
AIM V.I. Value Fund.............................          May 6, 1996 to December 31, 1996     458,646     55,115
CIGNA Variable Products Money Market Fund.......          May 6, 1996 to December 31, 1996     278,659     95,540
Fidelity Equity-Income Portfolio................          May 6, 1996 to December 31, 1996     333,736     41,535
Fidelity Asset Manager Portfolio................         July 1, 1996 to December 31, 1996     102,703     36,318
Fidelity Investment Grade Bond Portfolio........          May 6, 1996 to December 31, 1996      46,977      6,094
MFS Total Return Series.........................         May 28, 1996 to December 31, 1996     169,286     43,905
MFS Utilities Series............................      August 19, 1996 to December 31, 1996       6,123        312
MFS World Governments Series....................          May 6, 1996 to December 31, 1996      12,460      2,443
OCC Global Equity Portfolio.....................          May 6, 1996 to December 31, 1996      16,391        718
OCC Managed Portfolio...........................         May 28, 1996 to December 31, 1996     289,425     58,886
OCC Small Cap Portfolio.........................         May 21, 1996 to December 31, 1996     165,091      3,963
Templeton Asset Allocation Fund.................          May 6, 1996 to December 31, 1996     341,220     37,951
Templeton International Fund....................         May 21, 1996 to December 31, 1996     384,420     33,664
Templeton Stock Fund............................         May 22, 1996 to December 31, 1996      98,643     11,992
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
 
* Date deposits first received.
 
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 .80% per year during the first twelve policy years and .55% 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 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.
 
62
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
4.  CHARGES AND DEDUCTIONS (CONTINUED)
    Under certain circumstances, CG Life reserves the right to charge a transfer
fee of up to $25 for transfers between sub-accounts. For the periods 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 periods noted, amounted to:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                            COSTS OF
                                                                                 PREMIUM    ADMINISTRATIVE  INSURANCE
SUB-ACCOUNT                                          PERIOD *                     LOADS         FEES       DEDUCTIONS
- ----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                       <C>          <C>            <C>
AIM V.I. Capital Appreciation
  Fund.............................          May 6, 1996 to December 31, 1996   $   5,303     $   1,996     $   9,346
AIM V.I. Diversified Income Fund...         May 22, 1996 to December 31, 1996          61           239         2,788
AIM V.I. Growth Fund...............         May 22, 1996 to December 31, 1996       5,698           604         4,799
AIM V.I. Value Fund................          May 6, 1996 to December 31, 1996       4,903         1,658        12,822
CIGNA Variable Products Money
  Market Fund......................          May 6, 1996 to December 31, 1996       1,560           987         9,531
Fidelity Equity-Income Portfolio...          May 6, 1996 to December 31, 1996       2,102           762         7,584
Fidelity Asset Manager Portfolio...         July 1, 1996 to December 31, 1996       1,345           106         1,214
Fidelity Investment Grade Bond
  Portfolio........................          May 6, 1996 to December 31, 1996          34           166         1,114
MFS Total Return Series............         May 28, 1996 to December 31, 1996       2,241           244         2,320
MFS Utilities Series...............      August 19, 1996 to December 31, 1996           4            49           207
MFS World Governments Series.......          May 6, 1996 to December 31, 1996         150            64           562
OCC Global Equity Portfolio........          May 6, 1996 to December 31, 1996          88           131           807
OCC Managed Portfolio..............         May 28, 1996 to December 31, 1996       1,618           809         5,919
OCC Small Cap Portfolio............         May 21, 1996 to December 31, 1996         872           400         3,971
Templeton Asset Allocation Fund....          May 6, 1996 to December 31, 1996         437           163           854
Templeton International Fund.......         May 21, 1996 to December 31, 1996       3,162           985         9,515
Templeton Stock Fund...............         May 22, 1996 to December 31, 1996         448           414         2,929
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
 
* Date deposits first received.
 
    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 periods 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.
 
                                                                              63
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
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 II
 
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the sub-accounts, AIM
Variable Insurance Funds, Inc.--AIM V.I. Capital Appreciation Fund, AIM V.I.
Diversified Income Fund, AIM V.I. Growth Fund, AIM V.I. Value Fund; CIGNA
Variable Products Group--CIGNA Variable Products Money Market Fund; 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; OCC (formerly Quest for Value)
Accumulation Trust--OCC Global Equity Portfolio, OCC Managed Portfolio, OCC
Small Cap Portfolio; Templeton Variable Products Series Fund--Templeton Asset
Allocation Fund, Templeton International Fund, Templeton Stock Fund
(constituting the CG Variable Life Insurance Separate Account II, 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 since
inception (as indicated in the financial statements) through December 31, 1996,
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 audit. We conducted our audit 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 audit, which included confirmation of securities at December
31, 1996 by correspondence with the custodians, provides 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 computed 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) = $1195.63
 
                    Surrender Charge =
 
<TABLE>
                    <S>                                                                  <C>
                    (.285X$1195.63) + (.085X($2200-$1195.63)) = $340.75 + $85.37 =       $ 426.12(i)
                    $6.00 per $1000 of Specified Amount                                  $ 600.00(ii)
                                                                                         --------
                                                                                         $1026.12(a)
</TABLE>
 
                    The total Surrender Charge is $1026.12(a), times the
                    surrender charge grading factor,(b): ($1026.12 X 80%) =
                    $820.90.
 
                    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 computed 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 = $2966.81
 
<TABLE>
                    <S>                                                                  <C>
                    Surrender Charge for Initial Specified Amount =
                    (.285X$2966.81) +(.085X($3000.00-$2966.81)) = $845.54 + $2.82 =      $ 848.36(i)
                    $6.00 per $1000 of Initial Specified Amount                          $1200.00(ii)
                                                                                         --------
                                                                                         $2048.36(a)
</TABLE>
 
                    The total Surrender Charge for the Initial Specified Amount
                    is $2048.36,(a), times the applicable surrender charge
                    grading factor,(b): ($2048.36 X 40%) = $819.34.
 
66
<PAGE>
                    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) = $993.68.
 
<TABLE>
                    <S>                                                                  <C>
                    Surrender Charge for the increase in Specified Amount =
                    (.285 X $600.00)                                                     $ 171.00(i)
                    $6.00 per $1000 of increase in Specified Amount                      $ 300.00(ii)
                                                                                         --------
                                                                                         $ 471.00(a)
</TABLE>
 
                    The total Surrender Charge for the increase in the Specified
                    Amount is $471.00,(a), times the applicable surrender charge
                    grading factor,(b): ($471.00 X 100%) = $471.00
 
                    The overall Surrender Charge for the Policy is ($819.34 +
                    $471.00) = $1290.34.
 
                    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       28.5% of the sum of the
                                  premiums paid up to an amount
                                  equal to the Guideline Annual
                                  Premium Amount,* plus 8.5% of
                                  the sum of the premiums paid
                                  between one and two times the
                                  Guideline Annual Premium
                                  Amount, plus 7.5% 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 or
                       since 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 0.80%
                    of the daily net asset value of the Variable Account. On
                    each Policy Anniversary beginning with the 13th, the
                    mortality and expense risk charge is reduced to 0.55% on an
                    annual basis of the daily net assets of the Variable
                    Account. The mortality and expense risk charge is guaranteed
                    never to exceed an annual effective rate of 0.90%. 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 0.80% 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 -1.60%, 4.40% and 10.40%. On
                    each Policy Anniversary beginning with the 13th, the gross
                    annual rates of return of 0%, 6%, and 12% correspond to net
                    investment experience at constant annual rates of -1.35%,
                    4.65% and 10.65%. This is due to a reduction, currently in
                    effect, in the mortality and expense risk charge from an
                    annual effective rate of 0.80% to an annual effective rate
                    of 0.55% after twelve Policy Years.
 
                    Considering guaranteed charges for mortality and expense
                    risks and the assumed Fund expenses, gross annual rates of
                    0%, 6% and 12% correspond to net investment experience at
                    constant annual rates of -1.70%, 4.30% and 10.30%.
 
                    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 5.0% 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 45
                                  PREFERRED -- $5,998 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      -1.70%     4.30%      10.30%      -1.70%     4.30%      10.30%      -1.70%     4.30%      10.30%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         6,298     500,000    500,000     500,000      3,196      3,460       3,725          0          0           0
   2        12,911     500,000    500,000     500,000      6,231      6,960       7,724        335      1,065       1,829
   3        19,854     500,000    500,000     500,000      9,035     10,429      11,952      3,140      4,534       6,056
   4        27,145     500,000    500,000     500,000     11,604     13,859      16,426      5,708      7,963      10,530
   5        34,800     500,000    500,000     500,000     13,918     17,224      21,151      8,022     11,329      15,256
 
   6        42,838     500,000    500,000     500,000     15,968     20,512      26,146     11,251     15,798      21,430
   7        51,278     500,000    500,000     500,000     17,716     23,677      31,401     14,178     20,140      27,864
   8        60,139     500,000    500,000     500,000     19,133     26,683      36,917     16,775     24,325      34,559
   9        69,444     500,000    500,000     500,000     20,182     29,484      42,688     19,003     28,305      41,508
  10        79,214     500,000    500,000     500,000     20,820     32,024      48,702     20,820     32,024      48,702
 
  15       135,900     500,000    500,000     500,000     16,900     39,331      82,853     16,900     38,331      82,853
  20       208,246       --       500,000     500,000      --        30,982     124,520      --        30,982     124,520
  25       300,580       --         --        500,000      --         --        173,139      --         --        173,139
  30       418,425       --         --        500,000      --         --        229,603      --         --        229,603
</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" percentages in these illustrations
                                  reflect (1) the deduction of guaranteed
                                  mortality and expense risk charges and (2)
                                  assumed Fund total expenses of 0.80% per year.
                                  See "Expense Data" at pages 10-11 of this
                                  Prospectus.
 
70
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $5,998 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      -1.60%     4.40%      10.40%      -1.60%     4.40%      10.40%      -1.60%     4.40%      10.40%
         ACCUMULATED            IN YEARS 1-12                     IN YEARS 1-12                     IN YEARS 1-12
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -1.35%     4.65%      10.65%      -1.35%     4.65%      10.65%      -1.35%     4.65%      10.65%
 YEAR     PER YEAR          IN YEARS 13 AND AFTER             IN YEARS 13 AND AFTER             IN YEARS 13 AND AFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         6,298     500,000    500,000     500,000      4,010      4,300       4,591          0          0           0
   2        12,911     500,000    500,000     500,000      7,988      8,824       9,697      2,093      2,929       3,802
   3        19,854     500,000    500,000     500,000     11,795     13,439      15,225      5,900      7,543       9,329
   4        27,145     500,000    500,000     500,000     15,458     18,174      21,247      9,562     12,278      15,351
   5        34,800     500,000    500,000     500,000     19,003     23,062      27,843     13,108     17,166      21,948
 
   6        42,838     500,000    500,000     500,000     22,458     28,135      35,104     17,742     23,419      30,388
   7        51,278     500,000    500,000     500,000     25,800     33,381      43,078     22,263     29,844      39,541
   8        60,139     500,000    500,000     500,000     28,915     38,690      51,727     26,557     36,332      49,369
   9        69,444     500,000    500,000     500,000     31,971     44,234      61,293     30,792     43,055      60,114
  10        79,214     500,000    500,000     500,000     34,900     49,955      71,810     34,900     49,955      71,810
 
  15       135,900     500,000    500,000     500,000     45,414     79,406     141,053     45,414     79,406     141,053
  20       208,246     500,000    500,000     500,000     47,893    109,728     252,944     47,893    109,728     252,944
  25       300,580     500,000    500,000     515,211     42,572    142,297     444,148     42,572    142,297     444,148
  30       418,425     500,000    500,000     821,158     21,779    173,081     767,437     21,779    173,081     767,437
</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" percentages in these illustrations
                                  reflect (1) the deduction of current mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.80% per year. See "Expense
                                  Data" at pages 10-11 of this Prospectus.
 
                                                                              71
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $9,727 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      -1.70%     4.30%        10.30%       -1.70%     4.30%        10.30%       -1.70%     4.30%        10.30%
- ------   -----------   --------   --------   ------------   --------   --------   ------------   --------   --------   ------------
<S>      <C>           <C>        <C>        <C>            <C>        <C>        <C>            <C>        <C>        <C>
 
   1        10,213     500,000    500,000         500,000     3,801      4,185           4,572         0          0               0
   2        20,937     500,000    500,000         500,000     7,154      8,161           9,221         0          0           1,388
   3        32,198     500,000    500,000         500,000     9,990     11,842          13,879     2,158      4,010           8,047
   4        44,021     500,000    500,000         500,000    12,283     15,185          18,524     4,451      7,353          10,892
   5        56,435     500,000    500,000         500,000    14,001     18,140          23,124     5,169     10,307          15,292
 
   6        69,470     500,000    500,000         500,000    15,088     20,825          27,620     8,823     14,360          21,355
   7        83,157     500,000    500,000         500,000    15,476     22,548          31,939    10,778     17,849          27,238
   8        97,528     500,000    500,000         500,000    15,073     23,787          35,977    11,840     20,654          32,644
   9       112,618     500,000    500,000         500,000    13,771     24,194          39,608    12,294     22,628          38,041
  10       128,462     500,000    500,000         500,000    11,460     23,616          42,692    11,480     23,816          42,692
 
  15       220,389       --         --            500,000     --         --             44,045     --         --             44,045
  20       337,714       --         --            --          --         --            --          --         --            --
  25       487,454       --         --            --          --         --            --          --         --            --
  30       678,563       --         --            --          --         --            --          --         --            --
</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" percentages in these illustrations
                                  reflect (1) the deduction of guaranteed
                                  mortality and expense risk charges and (2)
                                  assumed Fund total expenses of 0.80% per year.
                                  See "Expense Data" at pages 10-11 of this
                                  Prospectus.
 
72
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $9,727 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      -1.60%     4.40%        10.40%       -1.60%     4.40%        10.40%       -1.60%     4.40%        10.40%
         ACCUMULATED             IN YEARS 1-12                        IN YEARS 1-12                        IN YEARS 1-12
END OF       AT          NET        NET          NET          NET        NET          NET          NET        NET          NET
POLICY   5% INTEREST    -1.35%     4.65%        10.65%       -1.35%     4.65%        10.65%       -1.35%     4.65%        10.65%
 YEAR     PER YEAR           IN YEARS 13 AND AFTER                IN YEARS 13 AND AFTER                IN YEARS 13 AND AFTER
- ------   -----------   ----------------------------------   ----------------------------------   ----------------------------------
<S>      <C>           <C>        <C>        <C>            <C>        <C>        <C>            <C>        <C>        <C>
 
   1        10,213     500,000    500,000         500,000     6,380      6,847           7,316       608      1,075           1,544
   2        20,937     500,000    500,000         500,000    12,478     13,814          15,210     4,646      5,982           7,377
   3        32,198     500,000    500,000         500,000    18,205     20,812          23,649    10,372     12,980          15,817
   4        44,021     500,000    500,000         500,000    23,655     27,939          32,796    15,823     20,107          24,963
   5        56,435     500,000    500,000         500,000    28,787     35,157          42,684    20,955     27,325          34,852
 
   6        69,470     500,000    500,000         500,000    33,737     42,609          53,543    27,471     36,344          47,277
   7        83,157     500,000    500,000         500,000    38,532     50,337          65,510    33,832     45,637          60,811
   8        97,528     500,000    500,000         500,000    43,154     58,334          78,696    40,021     55,201          75,563
   9       112,618     500,000    500,000         500,000    47,441     66,457          93,087    45,874     64,890          91,520
  10       128,462     500,000    500,000         500,000    51,317     74,640         108,761    51,317     74,640         108,761
 
  15       220,389     500,000    500,000         500,000    64,077    116,768         213,886    64,077    116,768         213,886
  20       337,714     500,000    500,000         500,000    60,464    158,064         391,033    60,464    158,064         391,033
  25       487,454     500,000    500,000         737,613    23,449    188,047         702,489    23,449    188,047         702,489
  30       678,563     500,000    500,000       1,273,695         0    199,619       1,213,043         0    199,619       1,213,043
</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" percentages in these illustrations
                                  reflect (1) the deduction of current mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.80% per year. See "Expense
                                  Data" at pages 10-11 of this Prospectus.
 
                                                                              73
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $4,459 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      -1.70%     4.30%      10.30%      -1.70%     4.30%      10.30%      -1.70%     4.30%      10.30%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         4,682     500,000    500,000     500,000      2,239      2,431       2,623          0          0           0
   2         9,598     500,000    500,000     500,000      4,390      4,915       5,488          0          0         245
   3        14,760     500,000    500,000     500,000      8,390      7,391       8,484      1,170      2,170       3,263
   4        20,180     500,000    500,000     500,000      8,229      9,843      11,682      3,008      4,622       6,461
   5        25,871     500,000    500,000     500,000      9,899     12,263      15,072      4,678      7,942       9,851
 
   6        31,846     500,000    500,000     500,000     11,389     14,635      18,660      7,212     10,458      14,484
   7        38,120     500,000    500,000     500,000     12,692     16,949      22,462      9,980     13,816      19,330
   8        44,708     500,000    500,000     500,000     13,793     19,183      26,484     11,206     17,095      24,395
   9        51,626     500,000    500,000     500,000     14,686     21,308      30,721     13,622     20,263      29,677
  10        58,889     500,000    500,000     500,000     15,309     23,313      35,199     15,309     23,313      35,199
 
  15       101,030     500,000    500,000     500,000     15,102     31,321      62,312     15,102     31,321      62,312
  20       154,813     500,000    500,000     500,000      7,425     33,431      99,893      7,425     33,431      99,993
  25       223,456       --       500,000     500,000      --        19,403     149,593      --        19,403     149,583
  30       311,063       --         --        500,000      --         --        217,216      --         --        217,216
</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" percentages in these illustrations
                                  reflect (1) the deduction of guaranteed
                                  mortality and expense risk charges and (2)
                                  assumed Fund total expenses of 0.80% per year.
                                  See "Expense Data" at pages 10-11 of this
                                  Prospectus.
 
74
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $4,459 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      -1.60%     4.40%      10.40%      -1.60%     4.40%      10.40%      -1.60%     4.40%      10.40%
         ACCUMULATED            IN YEARS 1-12                     IN YEARS 1-12                     IN YEARS 1-12
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -1.35%     4.65%      10.65%      -1.35%     4.65%      10.65%      -1.35%     4.65%      10.65%
 YEAR     PER YEAR          IN YEARS 13 AND AFTER             IN YEARS 13 AND AFTER             IN YEARS 13 AND AFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         4,682     500,000    500,000     500,000      2,911      3,124       3,338          0          0           0
   2         9,598     500,000    500,000     500,000      5,851      6,465       7,106        631      1,244       1,886
   3        14,760     500,000    500,000     500,000      8,703      9,911      11,224      3,482      4,691       6,004
   4        20,180     500,000    500,000     500,000     11,468     13,468      15,731      6,247      8,248      10,510
   5        25,871     500,000    500,000     500,000     14,147     17,142      20,668      8,926     11,921      15,447
 
   6        31,846     500,000    500,000     500,000     16,694     20,889      26,032     12,518     16,712      21,856
   7        38,120     500,000    500,000     500,000     19,113     24,715      31,873     15,981     21,582      28,740
   8        44,708     500,000    500,000     500,000     21,406     28,624      38,242     19,318     26,536      36,154
   9        51,626     500,000    500,000     500,000     23,623     32,672      45,249     22,578     31,627      44,204
  10        58,889     500,000    500,000     500,000     25,764     36,864      52,962     25,764     36,864      52,962
 
  15       101,030     500,000    500,000     500,000     34,257     59,233     104,388     34,257     59,233     104,388
  20       154,813     500,000    500,000     500,000     37,635     82,924     186,861     37,635     82,924     186,861
  25       223,456     500,000    500,000     500,000     36,721    109,359     324,974     36,721    109,359     324,974
  30       311,063     500,000    500,000     600,635     28,907    137,572     561,341     28,907    137,572     561,341
</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" percentages in these illustrations
                                  reflect (1) the deduction of current mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.80% per year. See "Expense
                                  Data" at pages 10-11 of this Prospectus.
 
                                                                              75
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $7,095 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      -1.70%     4.30%      10.30%      -1.70%     4.30%      10.30%      -1.70%     4.30%      10.30%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         7,450     500,000    500,000     500,000      2,980      3,266       3,555          0          0           0
   2        15,272     500,000    500,000     500,000      5,755      6,517       7,318          0          0         719
   3        23,485     500,000    500,000     500,000      8,280      9,703      11,263      1,681      3,104       4,664
   4        32,109     500,000    500,000     500,000     10,570     12,834      15,426      3,971      6,235       8,827
   5        41,165     500,000    500,000     500,000     12,613     15,895      19,818      6,014      9,296      13,219
 
   6        50,673     500,000    500,000     500,000     14,386     18,856      24,441      9,107     13,577      19,161
   7        60,656     500,000    500,000     500,000     15,830     21,651      29,260     11,871     17,692      25,300
   8        71,138     500,000    500,000     500,000     16,868     24,193      34,221     14,228     21,554      31,582
   9        82,145     500,000    500,000     500,000     17,394     26,361      39,238     16,074     25,041      37,918
  10        93,702     500,000    500,000     500,000     17,331     28,057      44,246     17,331     28,057      44,246
 
  15       160,755     500,000    500,000     500,000      6,980     27,230      68,271      6,960     27,230      68,271
  20       246,333           0          0     500,000          0          0      83,532          0          0      83,532
  25       355,555           0          0     500,000          0          0      51,651          0          0      51,651
  30       494,953           0          0           0          0          0           0          0          0       --
</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" percentages in these illustrations
                                  reflect (1) the deduction of guaranteed
                                  mortality and expense risk charges and (2)
                                  assumed Fund total expenses of 0.80% per year.
                                  See "Expense Data" at pages 10-11 of this
                                  Prospectus.
 
76
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $7,095 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      -1.60%     4.40%      10.40%      -1.60%     4.40%      10.40%      -1.60%     4.40%      10.40%
         ACCUMULATED            IN YEARS 1-12                     IN YEARS 1-12                     IN YEARS 1-12
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -1.35%     4.65%      10.65%      -1.35%     4.65%      10.65%      -1.35%     4.65%      10.65%
 YEAR     PER YEAR          IN YEARS 13 AND AFTER             IN YEARS 13 AND AFTER             IN YEARS 13 AND AFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         7,450     500,000    500,000     500,000      4,661      5,002       5,344          0          0         322
   2        15,272     500,000    500,000     500,000      9,180     10,156      11,176      2,581      3,557       4,577
   3        23,485     500,000    500,000     500,000     13,463     15,372      17,447      6,864      8,773      10,848
   4        32,109     500,000    500,000     500,000     17,572     20,713      24,272     10,973     14,114      17,673
   5        41,165     500,000    500,000     500,000     21,478     26,157      31,678     14,879     19,558      25,079
 
   6        50,673     500,000    500,000     500,000     25,271     31,797      39,824     19,992     26,518      34,545
   7        60,656     500,000    500,000     500,000     28,958     37,649      48,796     24,998     33,690      44,837
   8        71,138     500,000    500,000     500,000     32,536     43,723      58,685     29,896     41,083      56,046
   9        82,145     500,000    500,000     500,000     35,888     49,909      69,476     34,568     48,589      68,156
  10        93,702     500,000    500,000     500,000     38,978     56,179      81,236     38,978     56,179      81,236
 
  15       160,755     500,000    500,000     500,000     50,570     89,311     159,981     50,570     89,311     159,981
  20       246,333     500,000    500,000     500,000     54,132    125,067     290,267     54,132    125,067     290,267
  25       355,555     500,000    500,000     538,962     38,985    155,678     513,297     38,985    155,678     513,297
  30       494,953     500,000    500,000     934,385          0    168,795     889,890          0    168,795     889,890
</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" percentages in these illustrations
                                  reflect (1) the deduction of current mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.80% per year. See "Expense
                                  Data" at pages 10-11 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 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>
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