CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
485APOS, 1999-03-01
Previous: IL ANNUITY & INSURANCE CO SEPARATE ACCOUNT 1, 485APOS, 1999-03-01
Next: DATASTREAM SYSTEMS INC, 10-Q/A, 1999-03-01



<PAGE>
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 1999
    
                                              1933 ACT REGISTRATION NO. 33-89238
                                              1940 ACT REGISTRATION NO. 811-8970
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
   
                         POST-EFFECTIVE AMENDMENT NO. 4
                                       TO
                                    FORM S-6
    
 
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2
 
                 CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
 
                           (EXACT NAME OF REGISTRANT)
 
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
                              (NAME OF DEPOSITOR)
 
              900 Cottage Grove Road, Hartford, Connecticut 06152
 
              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
 
               Depositor's Telephone Number, including Area Code
 
                                 (860) 726-6000
 
<TABLE>
<S>                                  <C>
     Mark A. Parsons, Esquire                COPY TO:
Connecticut General Life Insurance      George N. Gingold,
              Company                         Esquire
      900 Cottage Grove Road           197 King Philip Drive
    Hartford, Connecticut 06152          West Hartford, CT
  (NAME AND ADDRESS OF AGENT FOR            06117-1409
             SERVICE)
</TABLE>
 
            Approximate date of proposed public offering: Continuous
 
  INDEFINITE NUMBER OF UNITS OF INTEREST IN VARIABLE LIFE INSURANCE CONTRACTS
               (TITLE AND AMOUNT OF SECURITIES BEING REGISTERED)
 
   
    An indefinite amount of the securities being offered by the Registration
Statement has been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The initial registration fee of $500 was paid with the
declaration. Form 24F-2 was filed on February 27, 1998 for Registrant's fiscal
year, ended December 31, 1997. The Form for the fiscal year ending December 31,
1998 is not yet due.
    
 
    It is proposed that this filing will become effective:
- --------- immediately upon filing pursuant to paragraph (b) of Rule 485
   
- --------- on            , pursuant to paragraph (b) of Rule 485
    
 
- --------- 60 days after filing pursuant to paragraph (a) of Rule 485
 
   
    X
    
   
- --------- on May 3, 1999, pursuant to paragraph (a) of Rule 485
    
<PAGE>
                             CROSS REFERENCE SHEET
                            (RECONCILIATION AND TIE)
                     REQUIRED BY INSTRUCTION 4 TO FORM S-6
 
   
<TABLE>
<CAPTION>
  ITEM OF FORM
     N-8B-2        LOCATION IN PROSPECTUS
- -----------------  --------------------------------------------------------------
<S>                <C>
             1     Cover Page Highlights
 
             2     Cover Page
 
             3     *
 
             4     Distribution of Policies
 
             5     The Company, the Separate Account and the General Account
 
          6(a)     The Company, the Separate Account and the General Account
 
          6(b)     *
 
             9     Legal Proceedings
 
     10(a)-(c)     Short-Term Right to Cancel the Policy; Surrenders;
                   Accumulation Value; Reports to Policy Owners
 
         10(d)     Right to Exchange for a Fixed Benefit Policy; Policy Loans;
                   Surrenders; Allocation of Net Premium Payments
 
         10(e)     Lapse and Reinstatement
 
         10(f)     Voting Rights
 
     10(g)-(h)     Substitution of Securities
 
         10(i)     Premium Payments; Transfers; Death Benefit; Policy Values;
                   Settlement Options
 
            11     The Funds
 
            12     The Funds
 
            13     Charges; Fees
 
            14     Issuance
 
            15     Premium Payments; Transfers
 
            16     The Company, the Separate Account and the General Account
 
            17     Surrenders
 
            18     The Company, the Separate Account and the General Account
 
            19     Reports to Policy Owners
 
            20     *
 
            21     Policy Loans
 
            22     *
 
            23     The Company, the Separate Account and the General Account
 
            24     Incontestability; Suicide; Misstatement of Age or Sex
 
            25     The Company, the Separate Account and the General Account
 
            26     Fund Participation Agreements
 
            27     The Company, the Separate Account and the General Account
</TABLE>
    
<PAGE>
   
<TABLE>
<CAPTION>
  ITEM OF FORM
     N-8B-2        LOCATION IN PROSPECTUS
- -----------------  --------------------------------------------------------------
<S>                <C>
            28     Directors and Officers of the Company
 
            29     The Company, the Separate Account and the General Account
 
            30     *
 
            31     *
 
            32     *
 
            33     *
 
            34     *
 
            35     *
 
            37     *
 
            38     Distribution of Policies
 
            39     Distribution of Policies
 
            40     *
 
         41(a)     Distribution of Policies
 
            42     *
 
            43     *
 
            44     The Funds; Premium Payments
 
            45     *
 
            46     Surrenders
 
            47     The Company, the Separate Account and the General Account;
                   Surrenders, Transfers
 
            48     *
 
            49     *
 
            50     The Company, the Separate Account and the General Account
 
            51     Cover Page; Highlights; Premium Payments; Right to Exchange
                   for a Fixed Benefit Policy
 
            52     Substitution of Securities
 
            53     Tax Matters
 
            54     *
 
            55     *
</TABLE>
    
 
* Not Applicable
<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
 
   
<TABLE>
<S>                               <C>
                                  ADMINISTRATIVE OFFICE:
                                  PERSONAL SERVICE CENTER, MVLI
HOME OFFICE LOCATION:             350 CHURCH STREET
900 COTTAGE GROVE ROAD            HARTFORD, CT 06103-1106
BLOOMFIELD, CONNECTICUT 06152     (800)(552-9898)
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
               A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
    
- --------------------------------------------------------------------------------
 
   
    This Prospectus describes a flexible premium variable life insurance
contract (the "Policy"), offered by Connecticut General Life Insurance Company
(the "Company ("we", "our" or "us")"). (Page references are to this Prospectus
unless otherwise stated.)
    
 
   
    The Policy features:
    
 
   
    - flexible premium payments (see page 16);
    
 
   
    - a choice of one of two death benefit options (see page 15); and
    
 
   
    - a choice of underlying investment options (see pages 8-11)
    
 
   
    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 mutual funds available through the Company's
Separate Account ("Variable Account"), should be read carefully to understand
the Policy being offered.
    
 
   
    Those mutual funds ("Funds") are:
    
 
   
<TABLE>
<S>                                           <C>
                                              MFS-Registered Trademark- Variable Insurance
                                              Trust
AIM Variable Insurance Funds, Inc.            MFS Emerging Growth Series
  AIM V.I. Capital Appreciation Fund          MFS Total Return Series
  AIM V.I. Growth Fund                        MFS Utilities Series
  AIM V.I. Value Fund                         MFS World Governments Series
  AIM V.I. Diversified Income Fund
                                              Templeton Variable Products Series Fund
CIGNA Variable Products Group                 Templeton Asset Allocation Fund -- Class 1
  CIGNA VP Money Market Fund                  Templeton International Fund -- Class 1
  CIGNA VP S&P 500 Index Fund                 Templeton Stock Fund -- Class 1
 
Fidelity Variable Insurance Products Fund
  Equity-Income Portfolio                     OCC Accumulation Trust
                                              Global Equity Portfolio
                                              Managed Portfolio
Fidelity Variable Insurance Products Fund II  Small Cap Portfolio
  Asset Manager Portfolio
  Investment Grade Bond Portfolio
</TABLE>
    
 
   
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:
    
<PAGE>
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                                     PAGE
                                                  -----------
<S>                                               <C>
Technical Terms.................................           2
Highlights......................................           3
  Initial Choices to be Made....................           3
  Level or Varying Death Benefit................           3
  Amount of Premium Payments....................           4
  Selection of Funding Vehicles.................           4
  Charges and Fees..............................           5
  Changes in Specified Amount...................           5
The Company, the Separate Account and the
 General Account................................           6
Buying Variable Life Insurance..................           7
  Replacements..................................           8
The Funds.......................................           8
  Expense Data/Fee Table........................          12
  General.......................................          14
  Substitution of Securities....................          14
  Voting Rights.................................          14
  Fund Participation Agreements.................          15
Death Benefit...................................          15
    Death Benefit Options.......................          15
    Changes in Death Benefit Option.............          15
    Guaranteed Death Benefit Provision..........          16
    Payment of Death Benefit....................          16
    Changes in Specified Amount.................          16
Premium Payments; Transfers.....................          17
    Premium Payments............................          17
    Allocation of Net Premium Payments..........          18
    Transfers...................................          18
    Optional Variable Account Sub-Account
     Allocation Programs........................          19
      Dollar Cost Averaging.....................          19
      Automatic Rebalancing.....................          19
Charges; Fees...................................          20
    Premium Load................................          20
    Monthly Deductions..........................          20
    Transaction Fee for Excess Transfers........          21
    Mortality and Expense Risk Charge...........          21
    Surrender Charge............................          21
Policy Values...................................          22
    Accumulation Value..........................          22
    Variable Accumulation Unit Value............          23
    Surrender Value.............................          23
Surrenders......................................          23
    Partial Surrenders..........................          23
    Full Surrenders.............................          24
    Deferral of Payment and Transfers...........          24
 
<CAPTION>
                                                     PAGE
                                                  -----------
<S>                                               <C>
Lapse and Reinstatement.........................          24
    Lapse of a Policy; Effect of Guaranteed
     Death Benefit Provision....................          24
    Reinstatement of a Lapsed Policy............          24
Policy Loans....................................          25
Settlement Options..............................          26
Other Policy Provisions.........................          26
    Issuance....................................          26
    Short-Term Right to Cancel the Policy.......          26
    Policy Owner................................          26
    Beneficiary.................................          27
    Assignment..................................          27
    Right to Exchange for a Fixed Benefit
     Policy.....................................          27
    Incontestability............................          28
    Misstatement of Age or Sex..................          28
    Suicide.....................................          28
    Nonparticipating Policies...................          28
    Riders......................................          28
Tax Matters.....................................          28
    Policy Proceeds.............................          28
    Taxation of the Company.....................          30
    Section 848 Charges.........................          30
    Other Considerations........................          30
Other Matters...................................          31
    Directors and Officers of the Company.......          31
    Distribution of Policies....................          31
    Changes of Investment Policy................          32
    Other Contracts Issued by the Company.......          32
    State Regulation............................          32
    Reports to Policy Owners....................          32
    Advertising.................................          33
    Year 2000 Issues............................          33
    Legal Proceedings...........................          34
    Experts.....................................          34
    Registration Statement......................          34
Appendix 1......................................          35
    Corridor Percentages........................          35
Appendix 2......................................          36
    Maximum Cost of Insurance Rates.............          36
Appendix 3......................................          37
    Illustration of Surrender Charges...........          37
Appendix 4......................................          39
    Illustration of Accumulation Values,
     Surrender Values, and Death Benefits.......          39
Financial Statements............................         S-1
</TABLE>
    
 
1
<PAGE>
   
TECHNICAL TERMS
    
 
   
                    ACCUMULATION UNIT: A unit of measure used to calculate the
                    value of a Variable Account Sub-Account.
    
 
   
                    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.
    
 
   
                    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.
    
 
   
                    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%.
    
 
   
                    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.
    
 
   
                    POLICY YEAR: Each twelve-month period, beginning on the
                    Issue Date, during which the Policy is in effect.
    
 
   
                    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.
    
 
   
                    SURRENDER VALUE: The amount a Policy Owner can receive in
                    cash by surrendering the Policy. This equals the Net
                    Accumulation Value minus the applicable Surrender Charge.
                    All of the Surrender Value may be applied to one or more of
                    the Settlement Options.
    
 
   
                    VALUATION DAY: Every day on which Accumulation Units are
                    valued; any day on which the New York Stock Exchange is
                    open, except any day on which trading on the Exchange is
                    restricted, or on which an emergency exists, as determined
                    by the Securities and Exchange Commission, so that valuation
                    or disposal of securities is not practicable.
    
 
   
                    VALUATION PERIOD: The period of time beginning on the day
                    following a Valuation Day and ending on the next Valuation
                    Day. A Valuation Period may be more than one day in length.
    
 
2
<PAGE>
   
HIGHLIGHTS
    
 
   
                    This section is an overview of key Policy features.
                    (Regulations in your state may vary the provisions of your
                    own Policy.) Your Policy is a flexible premium variable life
                    insurance policy. Its value may change on a:
    
 
   
                    1) fixed basis;
    
   
                    2) variable basis; or a
    
   
                    3) combination of both fixed and variable bases.
    
 
   
                    Review your personal financial objectives and discuss them
                    with a qualified financial counselor before you buy a
                    variable life insurance policy. This Policy may, or may not,
                    be appropriate for your individual financial goals. The
                    value of the Policy and, under one option, the death benefit
                    amount depend on the investment results of the funding
                    options you select.
    
 
   
                    At all times, your Policy must qualify as life insurance
                    under the Internal Revenue Code of 1986 (the "Code") to
                    receive favorable tax treatment under Federal law. If these
                    requirements are met, you may benefit from such tax
                    treatment. The Company reserves the right to return your
                    premium payments if they result in your Policy failing to
                    meet Code requirements.
    
 
   
                    INITIAL CHOICES TO BE MADE
    
 
   
                    The Policy Owner (the "Owner" or "you") is the person named
                    in the "Policy Specifications" who has all of the Policy
                    ownership rights. Under an Employer Group Policy, this
                    person is called the Certificate Owner and is given a
                    Certificate in place of a Policy. If no Owner is named, the
                    Insured (the person whose life is insured under the Policy
                    or the Certificate) will be the Owner of the Policy. You, as
                    the Owner, have three important choices to make when the
                    Policy is first purchased. You need to choose:
    
 
   
                    1) one of the two Death Benefit Options (described on page
                    15);
    
   
                    2) the amount of premium you want to pay; and
    
   
                    3) the amount of your Net Premium Payment to be placed in
                       each of the funding options you select. The Net Premium
                       Payment is the balance of your Premium Payment that
                       remains after certain charges are deducted from it.
    
 
   
                    LEVEL OR VARYING DEATH BENEFIT
    
 
   
                    The Death Benefit is the amount the Company pays to the
                    Beneficiary(ies) when the Insured dies. Before we pay the
                    Beneficiary(ies), any outstanding loan account balances or
                    outstanding amounts due are subtracted from the Death
                    Benefit. The Company calculates the Death Benefit payable as
                    of the date on which the Insured died.
    
 
   
                    When you purchase your Policy, you must choose one of two
                    Death Benefit Options:
    
 
   
                    1) a level death benefit; or
    
   
                    2) a varying death benefit.
    
 
   
                    If you choose the level Death Benefit Option, the Death
                    Benefit will be the greater of:
    
 
   
                    1) the Specified Amount, which is the amount of the death
                       benefit in effect for the Policy when the Insured died
                       (The Specified Amount is on the Policy's Specification
                       Page); or
    
   
                    2) the Corridor Death Benefit, which is the death benefit
                       calculated as a percentage of the Accumulation Value.
    
 
                                                                               3
<PAGE>
   
                    If you choose the varying Death Benefit Option, the Death
                    Benefit will be the greater of:
    
 
   
                    1) the Specified Amount plus the Net Accumulation Value when
                       the Insured died. The Net Accumulation Value is the total
                       of the balances in the Fixed Account, and the Variable
                       Account minus any outstanding Loan Account amounts; or
    
   
                    2) the Corridor Death Benefit. See page 16.
    
 
   
                    This policy contains a Guaranteed Initial Death Benefit
                    Premium. This means that the Death Benefit will not be lower
                    than the Initial Specified Amount regardless of the gains or
                    losses of the Funds you select as long as you pay that
                    Premium. Therefore, the Initial Death Benefit under your
                    Policy would be guaranteed for five years even though your
                    Net Accumulation Value is insufficient to pay your current
                    Monthly Deductions. If you have borrowed against your Policy
                    or surrendered a portion of your Policy, your Initial Death
                    Benefit will be reduced by the Loan Account balance and any
                    surrendered amount.
    
 
   
                    AMOUNT OF PREMIUM PAYMENT
    
 
   
                    When you apply for your Policy, you must decide how much
                    premium to pay. Premium payments may be changed within the
                    limits described on page 17.
    
 
   
                    You may use the value of the Policy to pay the premiums due
                    and continue the Policy in force if sufficient values are
                    available for premium payments. Be careful; if the
                    investment options you choose do not do as well as you
                    expect, there may not be enough value to continue the Policy
                    in force without more premium payments. Charges against
                    Policy values for the cost of insurance (see page 20)
                    increase as the Insured gets older.
    
 
   
                    If your Policy lapses because your Monthly Premium Deduction
                    is larger than the Net Accumulation Value, you may reinstate
                    your Policy. See page 24.
    
 
   
                    When you first receive your Policy you will have 10 days to
                    look it over, unless state law requires a greater time. This
                    is called the "Right-to-Examine" time period. Use this time
                    to review your Policy and make sure it meets your needs.
                    During this time period your Initial Premium Payment will be
                    deposited in the Fixed Account. If you then decide you do
                    not want your Policy, we will return all Premium Payments to
                    you with no interest paid. See page 26.
    
 
   
                    SELECTION OF FUNDING VEHICLES
    
 
   
                    This Prospectus focuses on the Variable Account investment
                    information that makes up the "variable" part of the
                    contract. If you put money into the variable funding
                    options, you assume all the investment risk on that money.
                    This means that if the mutual fund(s) you select go up in
                    value, the value of your Policy, net of charges and
                    expenses, also goes up. If those funds lose value, so does
                    your Policy. Each fund has its own investment objective. You
                    should review each fund's Prospectus before making your
                    decision.
    
 
   
                    You must choose the Fund(s) in which you want to place each
                    Net Premium Payment. These Fund Sub-Accounts make up the
                    Variable Account. Each Sub-Account invests in shares of a
                    certain Fund. You may also choose to place your Net Premium
                    Payment or part of it into the Fixed Account. A Variable
                    Sub-Account is not guaranteed and will increase or decrease
                    in value according to the particular Fund's investment
                    performance. See page 8.
    
 
4
<PAGE>
   
                    You may also use The Company's Fixed Account to fund your
                    Policy. Net Premium payments put into the Fixed Account:
    
 
   
                     - become part of the Company's General Account;
    
 
   
                     - do not share the investment experience of the Separate
                       Account; and
    
 
   
                     - have a guaranteed minimum interest rate of 4% per year.
    
 
   
                    Interest beyond 4% is credited at the Company's discretion.
                    For additional information on the Fixed Account, see page 7
                    and the Policy itself.
    
 
   
                    CHARGES AND FEES
    
 
   
                    We deduct a premium charge of 5% from each Premium Payment.
                    We make monthly deductions for administrative expenses
                    (currently, $15 per month for the first Policy Year and $5
                    per month afterwards, guaranteed not to exceed $10 after the
                    first Policy Year) along with the Cost of Insurance and any
                    riders that are placed on your Policy. We make daily charges
                    against the Variable Account for mortality and expense risk.
                    This charge is currently at an annual rate of .80% for
                    Policy Years 1-12, 0.55% for Policy Year 13 and beyond. The
                    charge is guaranteed not to exceed .90% per year.
    
 
   
                    Each Fund has its own management fee charge, also deducted
                    daily. Each Fund's expense levels will affect its investment
                    results. The table on pages 12-13 shows you current expense
                    levels for each Fund.
    
 
   
                    Each Policy Year you may make 12 transfers between funding
                    options without charge. Beyond 12, a $25 fee may apply.
    
 
   
                    The Surrender Charge is the amount retained by the Company
                    if the Policy is surrendered. We charge you $25, but not
                    more than 2% of the amount withdrawn, each time you request
                    a partial surrender of your Policy. If you totally surrender
                    your Policy within the first 10 years, a Surrender Charge
                    will be deducted in computing what will be paid you. If you
                    surrender your Policy within the first 10 years after an
                    increase in the Specified Amount, a Surrender Charge will
                    also be imposed in addition to any existing Surrender
                    Charges. See page 21.
    
 
   
                    You may borrow within described limits against the Policy.
                    You may surrender the Policy in full or withdraw part of its
                    value. A Surrender Charge is applied if the Policy is
                    surrendered totally.
    
 
   
                    If you borrow against your Policy, 8% annual interest will
                    be charged to the Loan Account Value. You may pay that
                    interest or have it added to your loan. The Company will
                    credit interest on the Loan Account Value at an annual rate
                    equal to the interest rate charged minus 1% for the first
                    ten Policy Years, and thereafter at the annual interest rate
                    charged on the loan.
    
 
   
                    CHANGES IN SPECIFIED AMOUNT
    
 
   
                    The Initial Specified Amount is the amount originally chosen
                    by the Policy Owner and is initially equal to the Death
                    Benefit.
    
 
   
                    Within certain limits, you may decrease or, with
                    satisfactory evidence of insurability, increase the
                    Specified Amount. The minimum Specified Amount is currently
                    $100,000. Such changes will affect other aspects of your
                    Policy. See page 14.
    
 
                                                                               5
<PAGE>
   
THE COMPANY, THE SEPARATE ACCOUNT AND
THE GENERAL ACCOUNT
    
 
   
                    The Company is a Connecticut life insurance company
                    incorporated in 1865, located at 900 Cottage Grove Road,
                    Hartford, CT 06152. Wholly-owned by Connecticut General
                    Corporation, and in turn by CIGNA Holdings, Inc. and CIGNA
                    Corporation, it is licensed to do business in all states,
                    the District of Columbia and Puerto Rico.
    
 
   
                    CG Variable Life Insurance Separate Account II ("Account
                    II") is a "separate account" of the Company established
                    pursuant to a July 6, 1994 resolution of our Board of
                    Directors. Under Connecticut law, the assets of Account II
                    attributable to the Policies, though our property, are not
                    chargeable with liabilities of any other business of the
                    Company and are available first to satisfy our obligations
                    under the Policies. Account II income, gains, and losses are
                    credited to or charged against Account II without regard to
                    our other income, gains, or losses. Its values and
                    investment performance are not guaranteed. It is registered
                    with the Securities and Exchange Commission (the
                    "Commission") as a "unit investment trust" under the 1940
                    Act and meets the 1940 Act's definition of "separate
                    account". Such registration does not involve Commission
                    supervision of Account II's or our management, investment
                    practices, or policies. We have other registered separate
                    accounts which fund other variable life insurance policies
                    and variable annuity contracts.
    
 
   
                    Account II is divided into Sub-Accounts, each of which is
                    invested solely in the shares of one of the Funds. On each
                    Valuation Day, Net Premium Payments allocated to Account II
                    will be invested in Fund shares at net asset value, and
                    monies necessary to pay for deductions, charges, transfers
                    and surrenders from Account II are raised by selling Fund
                    shares at net asset value.
    
 
   
                    The Funds and their investment objectives, which they may or
                    may not achieve, are on pages 8-11. More Fund information is
                    in the Funds' prospectuses, which must accompany or precede
                    this prospectus and should be read carefully. Some Funds
                    have investment objectives and policies similar to those of
                    other funds managed by the same investment adviser. Their
                    investment results may be higher or lower than those of the
                    other funds, and there can be no assurance, and no
                    representation is made, that a Fund's investment results
                    will be comparable to the investment results of any other
                    fund.
    
 
   
                    We reserve the right to add, withdraw or substitute Funds,
                    subject to the conditions of the Policy and to compliance
                    with regulatory requirements, if in our sole discretion
                    legal, regulatory, marketing, tax or investment
                    considerations so warrant or in the event a particular Fund
                    is no longer available for investment by the Sub-Accounts.
                    No substitution will take place without prior approval of
                    the Commission, to the extent required by law.
    
 
   
                    Shares of the Funds may be used by us and other insurance
                    companies to fund both variable annuity contracts and
                    variable life insurance policies. While this is not
                    perceived as problematic, the Funds' governing bodies
                    (Boards of Directors/Trustees) have agreed to monitor events
                    to identify any material irreconcilable conflicts which
                    might arise and to decide what responsive action might be
                    appropriate. If a separate account were to withdraw its
                    investment in a Fund because of a conflict, a Fund might
                    have to sell portfolio securities at unfavorable prices.
    
 
   
                    The Lincoln National Life Insurance Company ("Lincoln") and
                    its affiliates perform certain administrative functions
                    relating to the Policies, and maintains books and records
                    necessary to operate and administer the Contracts.
    
 
6
<PAGE>
   
                    A Policy may also be funded in whole or in part through the
                    "Fixed Account", part of the Company's General Account
                    supporting its insurance and annuity obligations. We will
                    credit interest on amounts held in the Fixed Account as we
                    determine from time to time, but not less than 4% per year.
                    Interest, once credited, and Fixed Account principal are
                    guaranteed. Interests in the Fixed Account have not been
                    registered under the 1933 Act in reliance on exemptive
                    provisions. The Commission has not reviewed Fixed Account
                    disclosures, but they are subject to securities law
                    provisions relating to accuracy and completeness.
    
 
   
BUYING VARIABLE LIFE INSURANCE
    
 
   
                    The Policies this Prospectus offers are variable life
                    insurance policies which provide death benefit protection.
                    Investors not needing death benefit protection should
                    consider other forms of investment, as there are extra costs
                    and expenses of providing the insurance feature. Further,
                    life insurance purchasers who are risk-aversive or want more
                    predictable premium levels and benefits may be more
                    comfortable buying more traditional, non-variable life
                    insurance. However, variable life insurance is a flexible
                    tool for financial and investment planning for persons
                    needing death benefit protection and willing to assume
                    investment risk and to monitor investment choices they have
                    made.
    
 
   
                    Flexibility starts with the ability to make differing levels
                    of premium payments. A young family just starting out may
                    only be able to pay modest premiums initially but hope to
                    increase premium payments over time. At first, this family
                    would be paying primarily for the insurance feature (perhaps
                    at ages where the insurance cost is relatively low) and
                    later use a Policy more as a savings vehicle. A customer at
                    peak earning capacity may wish to pay substantial premiums
                    for a limited number of years prior to retirement, after
                    which Policy values may suffice, based on future expected
                    return results, though not guaranteed, to keep the Policy
                    inforce for the expected lifetime and to provide, through
                    loans, supplemental retirement income. A customer may be
                    able to pay a large single premium, using the Policy
                    primarily as a savings and investment vehicle for potential
                    tax advantages. A parent or grandparent may find a policy on
                    the life of a child or grandchild a useful gifting
                    opportunity over a period of years and the basis of an
                    investment program for the donee. A business may be able to
                    use a Policy to fund non-qualified executive compensation or
                    business continuation plans.
    
 
   
                    Sufficient premiums must always be paid to keep a policy
                    inforce, and there is a risk of lapse if premiums are too
                    low in relation to the insurance amount and if investment
                    results are less favorable than anticipated. The Guaranteed
                    Death Benefit Provision, if elected, may help to assure a
                    death benefit even if investment results are unfavorable.
    
 
   
                    Flexibility also results from being able to select, monitor
                    and change investment choices within a Policy. With the wide
                    variety of funding options available, it is possible to fine
                    tune an investment mix and change it to meet changing
                    personal objectives or investment conditions. Policy owners
                    should be prepared to monitor their investment choices on an
                    ongoing basis.
    
 
   
                    Variable life insurance has significant tax advantages under
                    current tax law. A transfer of values from one fund to
                    another within the Policy generates no taxable gain or loss.
                    And any investment income and realized capital gains within
                    a fund are automatically reinvested without being taxed to
                    the Policy owners. Policy values therefore accumulate on a
                    tax-deferred basis. These situations would normally result
                    in immediate tax liabilities in the case of direct
                    investment in mutual funds.
    
 
   
                    While these tax deferral features also apply to variable
                    annuities, liquidity (the ability of Policy owners to access
                    Policy values) is normally more easily achieved with
                    variable life insurance. Unless a policy has become a
                    "modified endowment contract" (see page 29), an owner can
                    borrow Policy values tax-free, without surrender charges and
                    at
    
 
                                                                               7
<PAGE>
   
                    low net interest cost. Policy loans can be a source of
                    retirement income. Variable annuity withdrawals are
                    generally taxable to the extent of accumulated income, may
                    be subject to surrender charges, and will result in penalty
                    tax if made before age 59 1/2.
    
 
   
                    Depending on the death benefit option chosen, accumulated
                    Policy values may also be part of the eventual death benefit
                    payable. If a Policy is heavily funded and investment
                    performance is very favorable, the death benefit may
                    increase even further because of tax law requirements that
                    the death benefit be a certain multiple of Policy value,
                    depending on the Insured's age (see page 15). The death
                    benefit is income-tax free and may, with proper estate
                    planning, be estate-tax free. A tax advisor should be
                    consulted.
    
 
   
                    The costs and expenses of variable life insurance ownership
                    which are directly related to Policy values (i.e. asset
                    based costs) are not unlike those incurred through
                    investment in mutual funds or variable annuities. A
                    significant additional cost of variable life insurance is
                    the "cost of insurance" charge which is imposed on the
                    "amount at risk" (the death benefit less Policy value) and
                    increases as the insured grows older. This charge varies by
                    age, underwriting classification, smoking status and in most
                    states by gender. The effect of its increase can be seen in
                    illustrations in this Prospectus (see Appendix 4) or in
                    personalized illustrations available upon request. Surrender
                    charges, which decrease over time, are another significant
                    additional cost if the Policy is not retained.
    
 
   
                    REPLACEMENTS
    
 
   
                    Before purchasing the Policy to replace, or to be funded
                    with proceeds borrowed or withdrawn from, an existing life
                    insurance policy, an applicant should consider a number of
                    matters. Will any commission will be paid to an agent or any
                    other person with respect to the replacement? Are coverages
                    and comparable values available from the Policy, as compared
                    to his or her existing policy? The Insured may no longer be
                    insurable, or the contestability period may have elapsed
                    with respect to the existing policy, while the Policy could
                    be contested. The Owner should consider similar matters
                    before deciding to replace the Policy or withdraw funds from
                    the Policy for the purchase of funding a new policy of life
                    insurance.
    
 
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 Services, Inc., One Commercial Plaza, 280
                        Trumbull Street, Hartford, CT 06103;
 
                        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;
 
8
<PAGE>
                        MFS-Registered Trademark- Variable Insurance Trust ("MFS
                        Trust"), managed by Massachusetts Financial Services
                        Company and distributed by MFS Fund Distributors, Inc.,
                        500 Boylston Street, Boston, MA 02116;
 
                        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 Variable Products Group are available
                    under the Policies:
 
                        CIGNA VP Money Market Fund;
                        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 Accumulation Trust are available under
                    the Policies:
 
                        Global Equity Portfolio;
                        Managed Portfolio;
                        Small Cap Portfolio.
 
                                                                               9
<PAGE>
   
                    The investment advisory fees charged the Funds by their
                    advisers are shown on pages 12 and 13 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 money market
                    instruments.
 
                    FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO (Fixed
                    Income - Intermediate Term Bonds): Seeks as high a level of
                    current income as is consistent with the preservation of
                    capital by investing in a broad range of investment-grade
                    fixed-income securities.
 
                    FIDELITY VIP EQUITY-INCOME PORTFOLIO (Large Cap Stocks):
                    Seeks reasonable income by investing primarily in
                    income-producing equity securities, with some potential for
                    capital appreciation, seeking a yield that exceeds the
                    composite yield on the securities comprising the Standard
                    and Poor's 500 Index (S&P 500).
 
                    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.
 
10
<PAGE>
                    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 -- CLASS 1 (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 -- CLASS 1 (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 -- CLASS 1 (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 ACCUMULATION TRUST GLOBAL EQUITY PORTFOLIO
                    (International Stocks): Seeks long-term capital appreciation
                    through a global investment strategy primarily involving
                    equity securities.
 
                    OCC ACCUMULATION TRUST 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 ACCUMULATION TRUST 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 V.I. 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.
 
                                                                              11
<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. Fund expenses are based on historical
fund expenses as a percentage of net assets for the year ended December 31,
1997, except as indicated. Expenses of the funds are not fixed or specified
under the terms of the Contracts, and actual expense may vary.
 
                                   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....................      0.63%           0.60%      0.65%      0.62%
Other Expenses.....................      0.05%           0.20%      0.08%      0.08%
Total Fund Portfolio Annual
 Expenses..........................      0.68%(1)        0.80%(1)   0.73%(1)   0.70%(1)
 
<CAPTION>
                                                                              FIDELITY VARIABLE INSURANCE
                                                  CIGNA VP                          PRODUCTS FUNDS
                                                    GROUP                  ---------------------------------
                                     -----------------------------------    VIP II       VIP        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%       0.55%      0.50%      0.44%
Other Expenses.....................            0.15%              0.00%       0.10%      0.08%      0.14%
Total Fund Portfolio Annual
 Expenses..........................            0.50%(2)           0.25%(2)    0.65%(3)    0.58%(3)   0.58%
</TABLE>
 
- ------------------------
(1) A I M Advisors, Inc. ("AIM") may from time to time voluntarily waive or
    reduce its respective fees. Effective May 1, 1998, the Funds reimburse AIM
    in an amount up to 0.25% of the average net asset value of each Fund, for
    expenses incurred in providing, or assuring that participating insurance
    companies provide, certain administrative services. Currently, the fee only
    applies to the average net asset value of each Fund in excess of the net
    asset value of each Fund as calculated on April 30, 1998.
 
(2) Through May 1, 1999, the Funds' adviser has agreed to bear expenses of the
    Funds so that Total Fund Portfolio Annual Operating Expenses do not exceed
    0.50% and 0.25% of average daily net asset value for the VP Money Market and
    the VP S&P 500 Index Funds, respectively. Otherwise, Total Fund Portfolio
    Annual Operating Expenses would have been 1.11% and 0.55% of average daily
    net asset value for 1997 for the VP Money Market and the VP S&P 500 Index
    Funds, respectively.
 
(3) 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 whereby credits realized as a result of
    uninvested cash balances were used to reduce custodian expenses. Including
    these reductions, Total Fund Portfolio Annual Expenses would have been 0.64%
    for the VIP II Asset Manager Portfolio and 0.57% for the VIP Equity-Income
    Portfolio.
 
12
<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%
       0.12%(5)       0.25%(5)       0.25%(5)       0.25%(5)
       0.87%          1.00%(4)       1.00%(4)       1.00%(4)
 
<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%           0.60%(6)            0.69%(6)     0.69%(6)
       0.12%(5)        0.18%(6)            0.19%(6)     0.19%(6)
       0.87%           0.78%               0.88%        0.88%
 
<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%          0.79%(7)     0.80%(7)     0.80%(7)
       0.12%(5)       0.40%(8)     0.07%(8)     0.17%(8)
       0.87%          1.19%(9)     0.87%(9)      .97%(9)
<FN>
- ------------------------
(4)  The Adviser has agreed to bear expenses for each Series, subject to
     reimbursement by each Series, such that each Series' "Other Expenses" shall
     not exceed 0.25% of the average daily net assets of the Series during the
     current fiscal year. Otherwise, "Other Expenses" for the Total Return
     Series, Utilities Series and World Government Series would be 0.27%, 0.45%
     and 0.40% respectively, and "Total Fund Portfolio Annual Expenses" would be
     1.02%, 1.20%, and 1.15% respectively, for these Series. See "Information
     Concerning Shares of Each Series--Expenses."
(5)  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".
(6)  Management Fees and Total Operating Expenses have been restated to reflect
     the management fee schedule approved by shareholders and effective May 1,
     1997. See fund prospectus for details. Actual Management Fees and Total
     Fund Operating Expenses during 1997 were lower.
(7)  Reflects management fees after taking into effect any waiver.
(8)  Other Expenses are shown gross of expense offsets afforded the Portfolios
     which effectively lowered overall custody expenses.
 
(9)  Total Portfolio Expenses for the Small Cap and Managed Portfolios are
     limited by OpCap Advisors so that their respective annualized operating
     expenses (net of any expense offsets) do not exceed 1.00% of average daily
     net assets. Total Portfolio Expenses for the Global Equity Portfolio are
     limited to 1.25% of average daily net assets. Without such limitation and
     without giving effect to any expense offsets, the Management Fees, Other
     Expenses and Total Portfolio Expenses incurred for the fiscal year ended
     December 31, 1997 would have been: .80%, .17% and .97%, respectively, for
     the Small Cap Portfolio, .80%, .07% and .87%, respectively, for the Managed
     Portfolio and .80%, .40% and 1.20%, respectively, for the Global Equity
     Portfolio.
</TABLE>
 
                                                                              13
<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.
 
14
<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. The advisers or
                    distributors may compensate the Company therefor at rates
                    ranging from .10% to .25% per year of Policy assets held in
                    a particular Fund.
    
 
DEATH BENEFIT
 
                    DEATH BENEFIT OPTIONS
 
   
                    Two different Death Benefit Options are available for
                    determining the Death Benefit. 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 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.
 
                                                                              15
<PAGE>
                    GUARANTEED DEATH BENEFIT PROVISION
 
                    The Guaranteed Death Benefit Provision assures that, as long
                    as the Guaranteed Initial Death Benefit Premium is paid, the
                    Death Benefit will not be less than the Initial Specified
                    Amount during the first five Policy Years even if the Net
                    Accumulation 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 is the amount payable to the Beneficiary
                    upon the death of the Insured in accordance with the Death
                    Benefit Option elected. Any outstanding loan amounts or
                    overdue deductions are deducted prior to payment of the
                    proceeds.
    
 
   
                    The Death Benefit under the Policy will be paid in a lump
                    sum within seven days after receipt at the 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 "Corridor Percentage" of the Accumulation
                    Value based on the Insured's attained age. The table of
                    Corridor Percentages is in Appendix 1.
    
 
                    CHANGES IN SPECIFIED AMOUNT
 
   
                    Changes in the Specified Amount of a Policy can be made by
                    submitting a written request to the Administrative Office in
                    form satisfactory to us.
    
 
                    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.
 
16
<PAGE>
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 Net
                    Accumulation Value or Guaranteed Minimum Death Benefit. Each
                    subsequent Premium Payment must be at least $100. We reserve
                    the right to decline any application or Premium Payment.
    
 
   
                    After the initial Premium Payment, all Premium Payments must
                    be sent directly to the Administrative Office 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. This is the amount for which the
                    Company sends a premium reminder notice. 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 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 Net Accumulation Value is less than the
                    next Monthly Deduction, just as it would after the first
                    five Policy Years at any time the Net Accumulation 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, we will refund the increase in premium
                       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, we 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.
    
 
                                                                              17
<PAGE>
                     - 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
 
   
                    The Net Premium Payment is the portion of a Premium Payment,
                    after deduction of 5.0% for the premium load, available for
                    allocation to the Funds you selected.
    
 
   
                    When you purchase Policy, you 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. 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. We will allocate the
                    initial Net Premium Payment directly to the Sub-Account(s)
                    you selected within three days after expiration of the
                    Right-to-Examine Period.
    
 
   
                    Unless directed otherwise by the Policy Owner, we will
                    allocate subsequent Net Premium Payments on the same basis
                    as the most recent previous Net Premium Payment, as of the
                    next Valuation Period after each payment is received.
    
 
   
                    You may change the allocation for future Net Premium
                    Payments at any time free of charge, effective for Premium
                    Payments made more than one week after we receive the notice
                    of the new allocation. Any new allocation is subject to the
                    same requirements as the initial allocation. We may, at our
                    sole discretion, waive minimum premium allocation
                    requirements.
    
 
                    TRANSFERS
 
   
                    Before the Insured attains age 100, Policy 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,
                    you 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 Administrative Office. 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 you have indicated in writing
                    in the application or otherwise that telephone transfers are
                    not to be permitted. To make a telephone transfer, you must
                    call the Administrative Office and provide, as
                    identification, your Policy Number and a requested portion
                    of your 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
    
 
18
<PAGE>
   
                    business and confirmed the day after that. We disclaim all
                    liability for losses resulting from unauthorized or
                    fraudulent telephone transactions, but acknowledge that if
                    we do not follow these procedures, which it believes to be
                    reasonable, we 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
                    Administrative Office. Transfer requests must be received by
                    the Administrative Office 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. You 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
 
   
                    You may elect to enroll in either of the following programs,
                    currently free of charge (though we reserve the right to
                    charge for them). However, both programs cannot be in effect
                    at the same time.
    
 
                    DOLLAR COST AVERAGING
 
   
                    Dollar Cost Averaging is a program which, if elected,
                    systematically allocates specified dollar amounts from the
                    Money Market Sub-Account or the Fixed Account to one or more
                    of the Policy's Variable Account Sub-Accounts at regular
                    intervals as you select. By allocating on a regularly
                    scheduled basis as opposed to allocating the total amount at
                    one particular time, you may be less susceptible to the
                    impact of market fluctuations.
    
 
   
                    You may elect Dollar Cost Averaging 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.
                    Enrollment in this program may occur at any time by calling
                    the Administrative Office or by providing the information
                    requested on the Dollar Cost Averaging election form to us,
                    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. We
                    may, at our 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) you request 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.
    
 
                    AUTOMATIC REBALANCING
 
   
                    Automatic Rebalancing is an option which, if elected by the
                    Owner on the initial application, or thereafter by calling
                    the Administrative Office, 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
    
 
                                                                              19
<PAGE>
   
                    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 Administrative Office.
    
 
                    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.
 
   
                    You may select that Automatic Rebalancing take place on a
                    quarterly, semi-annual or annual basis. 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. You may terminate Automatic Rebalancing or re-enroll
                    at any time by calling or writing the Administrative Office.
    
 
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 our sales
                    expenses. 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%. We estimate
                    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.
    
 
                    MONTHLY DEDUCTIONS
 
   
                    We make a Monthly Deduction from the Net Accumulation Value
                    for administrative expenses, of $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 our costs. For subsequent Policy Years,
                    this monthly fee will never exceed $10.
    
 
   
                    We also make a Monthly Deduction 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 are in Appendix 2.
    
 
                    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, 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.
    
 
20
<PAGE>
                    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.
 
                    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 3 -- 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 us 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
 
                                                                              21
<PAGE>
   
                    connection with the Policy. Any such shortfall, including
                    but not limited to payment of sales and distribution
                    expenses, would be available for recovery from our General
                    Account, which supports insurance and annuity obligations.
    
 
   
POLICY VALUES
    
 
                    ACCUMULATION VALUE
 
   
                    Once a Policy has been issued, each Net Premium Payment
                    allocated to a Sub-Account of the Variable Account is
                    credited in the form of Accumulation Units, representing the
                    Fund in which assets of that Sub-Account are invested. Each
                    Net Premium Payment will be credited to the Policy as of the
                    end of the Valuation Period in which it is received at the
                    Administrative Office (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.
 
   
                    You 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.
 
22
<PAGE>
                    VARIABLE ACCUMULATION UNIT VALUE
 
                    The Accumulation Unit value for each Sub-Account was
                    established at the inception of the Sub-Account. It may
                    increase or decrease from Valuation Period to Valuation
                    Period. The Accumulation Unit value for a Sub-Account for
                    any later Valuation Period is determined as follows:
                       (1)The total value of Fund shares held in the Sub-Account
                          is calculated by multiplying the number of Fund shares
                          owned by the Sub-Account at the beginning of the
                          Valuation Period by the net asset value per share of
                          the Fund at the end of the Valuation Period, and
                          adding any dividend or other distribution of the Fund
                          if an ex-dividend date occurs during the Valuation
                          Period; minus
                       (2)The liabilities of the Sub-Account at the end of the
                          Valuation Period; such liabilities include daily
                          charges imposed on the Sub-Account, and may include a
                          charge or credit with respect to any taxes paid or
                          reserved for by the Company that the Company
                          determines result from the operations of the Variable
                          Account; and
                       (3)The result of (2) is divided by the number of
                          Sub-Account units outstanding at the beginning of the
                          Valuation Period.
 
                    The daily charges imposed on a Sub-Account for any Valuation
                    Period are equal to the daily mortality and expense risk
                    charge plus any applicable daily administrative charge
                    multiplied by the number of calendar 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 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.
 
                                                                              23
<PAGE>
   
                    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 you and we agree otherwise.
    
 
                    FULL SURRENDERS
 
   
                    A full surrender may be made at any time. We will pay the
                    Surrender Value next computed after receiving your written
                    request at the Administrative Office in a form satisfactory
                    to us. Payment of any amount from the Variable Account on a
                    full surrender will usually be made within seven calendar
                    days thereafter.
    
 
                    DEFERRAL OF PAYMENT AND TRANSFERS
 
   
                    Payment of the surrendered amount from the Variable Account
                    may be postponed when the New York Stock Exchange is closed
                    and for such other periods as the Commission may require.
                    Payment or transfer from the Fixed Account may be deferred
                    up to six months at our 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 Net Accumulation Value
                    to cover the Monthly Deduction.
 
                    After the five-year period expires, and depending on the
                    investment performance of the funding options, the Net
                    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
                    Net Accumulation Value and no payment to cover the Monthly
                    Deduction is made within the Grace Period. We will send you
                    a lapse notice at least 31 days before the Grace Period
                    expires.
    
 
                    REINSTATEMENT OF A LAPSED POLICY
 
   
                    You can apply for reinstatement at any time during the
                    Insured's lifetime. To reinstate a Policy, we will require
                    satisfactory evidence of insurability and payment of 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 our approval. The Accumulation Value at
                    reinstatement will be the Net Premium Payment then made less
                    the Monthly Deduction due that day.
    
 
                    If the Accumulation 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 us. The loan may be for any
                    amount up to 100% of the Surrender Value; however, we 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 we are instructed otherwise in
                    writing at the Administrative Office.
    
 
   
                    Interest payable by you on loans will accrue at an annual
                    rate of 8%, and loan interest is payable once a year in
                    arrears on each anniversary of the Policy, 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
                    interest will be withdrawn proportionately from the values
                    in each funding option.
    
 
   
                    We will credit interest on the Loan Account Value. During
                    the first ten Policy Years, our current practice is to
                    credit interest 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, our current
                    practice is to credit interest 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. Interest paid will be
                    allocated among the funding options according to current Net
                    Premium Payment allocations.
    
 
                    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.
 
                                                                              25
<PAGE>
SETTLEMENT OPTIONS
 
   
                    Death Benefit 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.
                    Settlement Options are available if the Owner chooses to
                    surrender the Policy.
    
 
   
                    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 us, and
                    will take effect upon its receipt at the Administrative
                    Office. Payments after the first payment will be made on the
                    first day of each month.
    
 
                    FIRST OPTION -- Payments for the lifetime of the payee.
 
                    SECOND OPTION -- Payments for the lifetime of the payee,
                    guaranteed for 60, 120, 180, or 240 months;
 
                    THIRD OPTION -- Payment for a stated number of years, at
                    least five but no more than thirty;
 
   
                    FOURTH OPTION -- Payment of interest annually on the sum
                    left with us 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 us 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 we mail or personally deliver a Notice
                    of Withdrawal Right to you, 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 you may have so directed,
                    until three business days following the expiration of the
                    Right-to-Examine Period. If you return the Policy 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
 
   
                    The Owner on the Date of Issue will be the person designated
                    in the Policy Specifications as having all ownership rights
                    under the Policy. This includes the Certificate Owner under
                    a group policy.
    
 
   
                    The Insured is the person on whose like the Policy is
                    issued. 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.
    
 
   
                    You may name a new Policy Owner while the Insured is living.
                    Any such change in ownership must be in a written form
                    satisfactory to us and recorded at the Administrative
                    Office. Once recorded, the change will be effective as of
                    the date signed;
    
 
26
<PAGE>
   
                    however, the change will not affect any payment made or
                    action we take before it was recorded. We 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
                    Administrative Office. Once recorded, the change will be
                    effective as of the date signed; however, the change will
                    not affect any payment made or action taken by the Company
                    before it was recorded.
    
 
                    If any Beneficiary predeceases the Insured, that
                    Beneficiary's interest passes to any surviving
                    Beneficiary(ies), unless otherwise provided. Multiple
                    Beneficiaries will be paid in equal shares, unless otherwise
                    provided. If no named Beneficiary survives the Insured, the
                    death proceeds shall be paid to the Policy Owner or the
                    Policy Owner's executor(s), administrator(s) or assigns.
 
                    ASSIGNMENT
 
   
                    While the Insured is living, you may assign your rights in
                    the Policy. The assignment must be in writing, signed by you
                    and recorded at the Administrative Office. No assignment
                    will affect any payment made or action taken by us before it
                    was recorded. We are not responsible for any assignment not
                    submitted for recording, or for the sufficiency or validity
                    of any assignment. The assignment will be subject to any
                    indebtedness owed to us before it was recorded.
    
 
                    RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY
 
   
                    You may, within the first two Policy Years, exchange the
                    Policy for a permanent life insurance policy then being
                    offered by us. 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, you will be required to make
                    additional Premium Payments in order to effect the exchange.
                    The new policy will have an Issue Date and Issue Age as of
                    the date of the exchange. 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 you, we will pay you the excess in cash.
                    The exchange may be subject to federal income tax
                    withholding.
    
 
                                                                              27
<PAGE>
                    INCONTESTABILITY
 
   
                    We 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, we 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
 
   
                    The Issue Age is the age of the Insured, to the nearest
                    birthday, on the Issue Date, the date on which the Policy
                    becomes effective. This date is shown in the Policy
                    Specifications.
    
 
                    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 (Death Benefit minus
                       outstanding loans, if any, minus the Accumulation Value)
                       at the time of the Insured's death;
    
 
                    2. is the ratio of the monthly cost of insurance applied in
                       the policy month of death to the monthly cost of
                       insurance that should have been applied at the true age
                       and sex in the policy month of death; and
 
                    3. is the Accumulation Value at the time of the Insured's
                       death.
 
                    SUICIDE
 
   
                    If the Insured dies by suicide, while sane or insane, within
                    two years from the Issue Date, we 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, we 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 our profits or
                    surplus earnings.
    
 
   
                    RIDERS
    
 
   
                    A Waiver of Monthly Deduction Rider may be added to the
                    Policy. Under this rider, we will maintain the Death Benefit
                    by paying covered monthly deductions during periods of
                    disability. Rider availability may vary by state.
    
 
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.
 
28
<PAGE>
                    Section 7702A of the Code defines modified endowment
                    contracts as those policies issued or materially changed on
                    or after June 21, 1988 on which the total premiums paid
                    during the first seven years exceed the amount that would
                    have been paid if the policy provided for paid up benefits
                    after seven level annual premiums. The Code provides for
                    taxation of surrenders, partial surrenders, loans,
                    collateral assignments and other pre-death distributions
                    from modified endowment contracts in the same way annuities
                    are taxed. Modified endowment contract distributions are
                    defined by the Code as amounts not received as an annuity
                    and are taxable to the extent the cash value of the policy
                    exceeds, at the time of distribution, the premiums paid into
                    the policy. A 10% tax penalty generally applies to the
                    taxable portion of such distributions unless the Policy
                    Owner is over age 59 1/2 or disabled.
 
                    It may not be advantageous to replace existing insurance
                    with Policies described in this Prospectus. It may also be
                    disadvantageous to purchase a Policy to obtain additional
                    insurance protection if the purchaser already owns another
                    variable life insurance policy.
 
                    The Policies offered by this Prospectus may or may not be
                    issued as modified endowment contracts. The Company will
                    monitor premiums paid and will notify the Policy Owner when
                    the Policy's non-modified endowment contract status is in
                    jeopardy. If a Policy is not a modified endowment contract,
                    a cash distribution during the first 15 years after a Policy
                    is issued which causes a reduction in death benefits may
                    still become fully or partially taxable to the Owner
                    pursuant to Section 7702(f)(7) of the Code. The Policy Owner
                    should carefully consider this potential effect and seek
                    further information before initiating any changes in the
                    terms of the Policy. Under certain conditions, a Policy may
                    become a modified endowment contract as a result of a
                    material change or a reduction in benefits as defined by
                    Section 7702A(c) of the Code.
 
                    In addition to meeting the tests required under Section 7702
                    and Section 7702A, Section 817(h) of the Code requires that
                    the investments of separate accounts such as the Variable
                    Account be adequately diversified. Regulations issued by the
                    Secretary of the Treasury set the standards for measuring
                    the adequacy of this diversification. A variable life
                    insurance policy 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.
 
                                                                              29
<PAGE>
                    TAXATION OF THE COMPANY
 
   
                    The Company is taxed as a life insurance company under the
                    Code. Since the Variable Account is not a separate entity
                    from the Company and its operations form a part of the
                    Company, it will not be taxed separately as a "regulated
                    investment company" under Sub-chapter M of the Code.
                    Investment income and realized capital gains on the assets
                    of the Variable Account are reinvested and taken into
                    account in determining the value of Accumulation Units.
    
 
                    The Company does not initially expect to incur any Federal
                    income tax liability that would be chargeable to the
                    Variable Account. Based upon these expectations, no charge
                    is currently being made against the Variable Account for
                    federal income taxes. If, however, the Company determines
                    that on a separate company basis such taxes may be incurred,
                    it reserves the right to assess a charge for such taxes
                    against the Variable Account.
 
                    The Company may also incur state and local taxes in addition
                    to premium taxes in several states. At present, these taxes
                    are not significant. If they increase, however, additional
                    charges for such taxes may be made.
 
                    SECTION 848 CHARGES
 
   
                    The 5.0% premium load is assessed to cover state taxes,
                    federal income tax liabilities and a portion of our sales
                    expenses. This load is made up of 2.35% for state taxes,
                    1.15% for the additional federal income tax burden under
                    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 our 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.
 
30
<PAGE>
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. Pacy
                    and Mr. Wahlman. Prior to January 1995, Mr. Pacy was Senior
                    Manager -- IT Infrastructure and Technology Management
                    Officer, Digital Equipment Corporation. Prior to September,
                    1998, Mr. Wahlman was Director of Accounting and Regulatory
                    Policy, Bank One Corporation.
    
 
   
<TABLE>
<CAPTION>
                                       POSITIONS AND OFFICES
       NAME AND ADDRESS                  WITH THE COMPANY
- ------------------------------  -----------------------------------
<S>                             <C>
Thomas C. Jones                 President and Director
                                (Principal Executive Officer)
John Wilkinson                  Vice President and Actuary
                                (Principal Financial Officer)
Robert E. Wahlman               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
Marc L. Preminger               Director, Senior Vice President and
                                Chief Financial Officer
Patricia L. Rowland             Director and Senior Vice President
W. Allen Schaffer, M.D.         Director and Senior Vice President
</TABLE>
    
 
   
                    DISTRIBUTION OF POLICIES
    
 
   
                    The Policies will be sold by licensed insurance agents in
                    those states where the Policies may lawfully be sold. Such
                    agents will be registered representatives of broker-dealers
                    registered under the Securities Exchange Act of 1934 who are
                    members of the National Association of Securities Dealers,
                    Inc. (NASD). The Policies will be distributed by the
                    Variable Account's principal underwriter, Sagemark
                    Consulting, Inc. ("Sagemark"), located at 350 Church Street,
                    Hartford, CT 06103. Sagemark, formerly CIGNA Financial
                    Advisors, Inc., is a Connecticut corporation organized in
                    1967, and is the principal underwriter for certain of 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. As of January 1,
                    1998, Sagemark, formerly a wholly-owned subsidiary of CIGNA
                    Corporation, became a wholly-owned subsidiary of Lincoln
                    National Corporation, an Indiana corporation with
                    headquarters in Fort Wayne, Indiana, whose principal
                    businesses are insurance and financial services.
    
 
                                                                              31
<PAGE>
                    Gross first year commissions paid by the Company, including
                    expense reimbursement allowances, on the sale of these
                    Policies are not more than 95% of Premium Payments. Gross
                    renewal commissions paid by the Company will not exceed 10%
                    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
 
   
                    We are 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 our operation for the preceding year and our
                    financial condition as of the end of such year. Regulation
                    by the Insurance Department includes periodic examination to
                    determine our contract liabilities and reserves so that the
                    Insurance Department may certify the items are correct. Our
                    books and accounts are subject to review by the Insurance
                    Department at all times and a full examination of our
                    operations is conducted periodically by the Connecticut
                    Department of Insurance. Such regulation does not, however,
                    involve any supervision of management or investment
                    practices or policies.
    
 
                    REPORTS TO POLICY OWNERS
 
                    The Company maintains Policy records and will mail to each
                    Policy Owner, at the last known address of record, an annual
                    statement showing the amount of the current Death Benefit,
                    the Accumulation Value, and Surrender Value, premiums paid
                    and monthly charges deducted since the last report, the
                    amounts invested in the Fixed Account and in the Variable
                    Account and in each Sub-Account of the Variable Account, and
                    any Loan Account Value.
 
                    Policy Owners will also be sent annual reports containing
                    financial statements for the Variable Account and annual and
                    semi-annual reports of the Funds as required by the 1940
                    Act.
 
32
<PAGE>
                    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
 
   
                    We are 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 our financial strength or claims-paying
                    ability. The ratings are not intended to reflect the
                    investment experience or financial strength of the Variable
                    Account. We may advertise these ratings from time to time.
                    In addition, we 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, we 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.
    
 
   
                    YEAR 2000 ISSUES
    
 
   
                    Lincoln, as the administrator of Connecticut General
                    Variable Life Insurance Separate Account II (the "Account"),
                    is responsible, as part of its Year 2000 updating process,
                    for the updating of the Account-related computer systems.
                    Delaware Service Company ("Delaware") provides substantially
                    all of the necessary accounting and valuation services for
                    the Account. Delaware, for its part, is responsible for
                    updating all of its computer systems, including those which
                    service the Account, to accommodate the year 2000.
    
 
   
                    Many existing computer programs use only two digits to
                    identify a year in the date field. These programs were
                    designed and developed without considering the impact of the
                    upcoming change in the century. If not corrected, many
                    computer applications could fail or create erroneous results
                    by or at the year 2000. The Year 2000 issue is pervasive and
                    complex and affects virtually every aspect of the businesses
                    of both Lincoln and Delaware (collectively, the
                    "Companies"). The computer systems of the Companies and
                    their interfaces with the computer systems of vendors,
                    suppliers, customers and other business partners are
                    particularly vulnerable. The inability to properly recognize
                    date-sensitive electronic information and to transfer data
                    between systems could cause errors or even complete failure
                    of systems, which would result in a temporary inability to
                    process transactions correctly and engage in normal business
                    activities for the Account. The Companies respectively are
                    redirecting significant portions of their internal
                    information technology efforts and are contracting, as
                    needed, with outside consultants to help update their
                    systems to accommodate the year 2000. Also, in addition to
                    the discussions with each other noted above, the Companies
                    have each initiated formal discussions with other critical
                    parties that that interface with their systems to gain an
                    understanding of the progress by those parties in addressing
                    Year 2000 issues. While the Companies are making substantial
                    efforts to address their own systems and the systems with
                    which they interface, it is not possible to provide
                    assurance that operational problems will not occur. The
                    Companies presently believe that, assuming the modification
                    of existing computer systems, updates by vendors and
                    conversion to new software and hardware, the Year 2000 issue
                    will not pose significant operations problems for their
                    respective computer systems. In addition, the Companies are
                    incorporating potential issues surrounding year 2000 into
                    their contingency planning process to address the
                    probability that, despite these substantial efforts, there
                    are
    
 
                                                                              33
<PAGE>
   
                    unresolved Year 2000 problems. If the remediation efforts
                    noted above are not completed timely or properly, the Year
                    2000 issue could have a material adverse impact on the
                    operation of the businesses of the Companies.
    
 
   
                    The cost of addressing Year 2000 issues and the timeliness
                    of completion is being monitored by management of the
                    respective Companies. Nevertheless, there can be no
                    guarantee either by either of the Companies that estimated
                    costs will be achieved, and actual results could differ
                    significantly from those anticipated. Specific factors that
                    might cause such differences include, but are not limited
                    to, the availability and cost of personnel trained in this
                    area, the ability to locate and correct all relevant
                    computer problems, and other uncertainties.
    
 
                    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,
                    Sagemark, 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 Vaughn W. Robbins, FSA, as
                    stated in the Opinion filed as an Exhibit to the
                    Registration Statement.
    
 
   
                    Legal matters in connection with the Policies described
                    herein are being passed upon by Mark A. Parsons, Esq., Chief
                    Counsel, Retirement and Investment Services Division, CIGNA
                    Corporation, 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 financial statements of the Company and the Variable
                    Account will be filed by amendment.
    
 
                    REGISTRATION STATEMENT
 
   
                    A Registration Statement has been filed with the Securities
                    and Exchange Commission under the Securities Act of 1933, as
                    amended, with respect to the Policies offered hereby. This
                    Prospectus does not contain all the information set forth in
                    the Registration Statement and amendments thereto and
                    exhibits filed as a part thereof, to all of which reference
                    is hereby made for further information concerning the
                    Variable Account, the Company, and the Policies offered
                    hereby. Statements contained in this Prospectus as to the
                    content of Policies and other legal instruments are
                    summaries. For a complete statement of the terms thereof,
                    reference is made to such instruments as filed.
    
 
34
<PAGE>
   
APPENDIX 1
    
 
   
                    CORRIDOR PERCENTAGES
    
 
   
<TABLE>
<CAPTION>
                     INSURED'S     CORRIDOR       INSURED'S      CORRIDOR
                    ATTAINED AGE  PERCENTAGE    ATTAINED AGE    PERCENTAGE
                    ------------  -----------   -------------   -----------
                    <S>           <C>           <C>             <C>
                        0-40          250%            70            115%
                         41           243             71            113
                         42           236             72            111
                         43           229             73            109
                         44           222             74            107
                                       --              -             --
                         45           215             75            105
                         46           209             76            105
                         47           203             77            105
                         48           197             78            105
                         49           191             79            105
                                       --              -             --
                         50           185             80            105
                         51           178             81            105
                         52           171             82            105
                         53           164             83            105
                         54           157             84            105
                                       --              -             --
                         55           150             85            105
                         56           146             86            105
                         57           142             87            105
                         58           138             88            105
                         59           134             89            105
                                       --              -             --
                         60           130             90            105
                         61           128             91            104
                         62           126             92            103
                         63           124             93            102
                         64           122             94            101
                                       --              -             --
                         65           120             95            100
                         66           119             96            100
                         67           118             97            100
                         68           117             98            100
                         69           116             99            100
                                       --              -             --
</TABLE>
    
 
                                                                              35
<PAGE>
   
APPENDIX 2
    
 
   
                    GUARANTEED MAXIMUM COST OF INSURANCE RATES
    
 
   
                    The Guaranteed Maximum Cost of Insurance Rates, per $1,000
                    of Net Amount at Risk, for standard risks are set forth in
                    the following Table based on the 1980 Commissioners Standard
                    Ordinary Mortality Tables, Age Nearest Birthday (1980 CSO);
                    or, for unisex rates, on the 1980 CSO-B Table.
    
   
<TABLE>
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
     0         0.34845    0.24089    0.32677
     1         0.08917    0.07251    0.08667
     2         0.08251    0.06750    0.07917
     3         0.08167    0.06584    0.07834
     4         0.07917    0.06417    0.07584
     5         0.07501    0.06334    0.07251
     6         0.07167    0.06084    0.06917
     7         0.06667    0.06000    0.06584
     8         0.06334    0.05834    0.06250
     9         0.06167    0.05750    0.06084
    10         0.06084    0.05667    0.06000
    11         0.06417    0.05750    0.06250
    12         0.07084    0.06000    0.06917
    13         0.08251    0.06250    0.07834
    14         0.09584    0.06887    0.09001
    15         0.11085    0.07084    0.10334
    16         0.12585    0.07601    0.11585
    17         0.13919    0.07917    0.12752
    18         0.14836    0.08167    0.13502
    19         0.15502    0.08501    0.14085
    20         0.15836    0.08751    0.14502
    21         0.15919    0.08917    0.14585
    22         0.15752    0.09084    0.14419
    23         0.15502    0.09251    0.14252
    24         0.15189    0.09501    0.14085
    25         0.14752    0.09668    0.13752
    26         0.11419    0.09918    0.13585
    27         0.14252    0.10168    0.13418
    28         0.14169    0.10501    0.13418
    29         0.14252    0.10635    0.13585
    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
 
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
    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
    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>
    
 
36
<PAGE>
   
APPENDIX 3
    
 
                    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.
 
                                                                              37
<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.
 
38
<PAGE>
   
APPENDIX 4
    
 
                    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 charges are made and expenses applied
                    which lower investment return on the assets held in the
                    Sub-Accounts. Daily charges are 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% of the daily net
                    asset value of the Variable Account (in New York, 0.65%
                    after 13 Policy Years). In addition, the amounts shown 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 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.
 
                    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
 
                                                                              39
<PAGE>
                    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.
 
40
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $6,576 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
 
                                  GUARANTEED BASIS
 
<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         6,905     500,000    500,000     500,000      3,739      4,033       4,329          0          0           0
   2        14,155     500,000    500,000     500,000      7,311      8,133       8,994      1,306      2,128       2,989
   3        21,767     500,000    500,000     500,000     10,647     12,230      13,956      4,642      6,225       7,951
   4        29,761     500,000    500,000     500,000     13,743     16,317      19,241      7,738     10,312      13,236
   5        38,153     500,000    500,000     500,000     16,579     20,373      24,863     10,574     14,368      18,858
 
   6        46,966     500,000    500,000     500,000     19,148     24,385      30,851     14,344     19,581      26,047
   7        56,219     500,000    500,000     500,000     21,412     28,312      37,206     17,809     24,709      33,603
   8        65,935     500,000    500,000     500,000     23,344     32,121      43,943     20,942     29,719      41,541
   9        76,136     500,000    500,000     500,000     24,906     35,769      51,072     23,705     34,568      49,871
  10        86,848     500,000    500,000     500,000     26,058     39,205      58,600     26,058     39,205      58,600
 
  15       148,996     500,000    500,000     500,000     24,755     51,917     103,491     24,755     51,917     103,491
  20       228,314     500,000    500,000     500,000      7,229     51,307     164,869      7,229     51,307     164,869
  25       329,546           0    500,000     500,000          0     20,650     252,858          0     20,650     252,858
  30       458,747           0          0     500,000          0          0     397,809          0          0     397,809
</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 amounts shown 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 12-13 of this
                                  Prospectus.
    
 
                                                                              41
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $6,576 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
 
                                  CURRENT BASIS
 
<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
 
   1         6,905     500,000    500,000     500,000      4,552      4,873       5,194          0          0         319
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   2        14,155     500,000    500,000     500,000      9,067      9,996      10,965      3,072      4,001       4,970
   3        21,767     500,000    500,000     500,000     13,404     15,236      17,224      7,409      9,241      11,229
   4        29,761     500,000    500,000     500,000     17,591     20,625      24,051     11,596     14,630      18,056
   5        38,153     500,000    500,000     500,000     21,656     26,196      31,535     15,661     20,201      25,540
 
   6        46,966     500,000    500,000     500,000     25,624     31,985      39,774     20,828     27,189      34,978
   7        56,219     500,000    500,000     500,000     29,474     37,978      48,825     25,877     34,381      45,228
   8        65,935     500,000    500,000     500,000     33,093     44,071      58,664     30,695     41,673      56,266
   9        76,136     500,000    500,000     500,000     36,648     50,435      69,541     35,449     49,236      68,342
  10        86,848     500,000    500,000     500,000     40,071     57,016      81,505     40,071     57,016      81,505
 
  15       148,996     500,000    500,000     500,000     53,086     91,607     160,940     53,086     91,607     160,940
  20       228,314     500,000    500,000     500,000     58,168    128,923     290,734     58,168    128,923     290,734
  25       329,546     500,000    500,000     594,583     55,611    171,143     512,572     55,611    171,143     512,572
  30       458,747     500,000    500,000     942,899     38,079    216,205     881,214     38,079    216,205     881,214
</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 amounts shown 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 12-13 of this Prospectus.
    
 
42
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $10,465 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
 
                                  GUARANTEED BASIS
 
<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                  DEATH BENEFIT                   TOTAL ACCUMULATION VALUE                 SURRENDER VALUE
POLICY   5% INTEREST      ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%    GROSS 12%     GROSS 0%   GROSS 6%    GROSS 12%     GROSS 0%   GROSS 6%    GROSS 12%
- ------   -----------   --------   --------   ------------   --------   --------   ------------   --------   --------   ------------
<S>      <C>           <C>        <C>        <C>            <C>        <C>        <C>            <C>        <C>        <C>
 
   1        10,988     500,000    500,000        500,000      4,498      4,921          5,347          0          0              0
   2        22,526     500,000    500,000        500,000      8,547      9,673         10,856        577      1,703          2,886
   3        34,640     500,000    500,000        500,000     12,076     14,173         16,473      4,106      6,203          8,503
   4        47,361     500,000    500,000        500,000     15,063     18,383         22,187      7,093     10,413         14,217
   5        60,717     500,000    500,000        500,000     17,478     22,257         27,983      9,508     14,287         20,013
 
   6        74,741     500,000    500,000        500,000     19,265     25,722         33,821     12,889     19,346         27,445
   7        89,466     500,000    500,000        500,000     20,359     28,690         39,649     15,577     23,908         34,867
   8       104,928     500,000    500,000        500,000     20,673     31,049         45,393     17,485     27,861         42,205
   9       121,163     500,000    500,000        500,000     20,100     32,663         50,958     18,506     31,069         49,364
  10       138,209     500,000    500,000        500,000     18,537     33,391         56,245     18,537     33,391         56,245
 
  15       237,111           0    500,000        500,000          0     18,113         74,694          0     18,133         74,694
  20       363,337           0          0        500,000          0          0         58,366          0          0         58,366
  25       524,437           0          0              0          0          0              0          0          0              0
  30       730,047           0          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 amounts shown 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 12-13 of this
                                  Prospectus.
    
 
                                                                              43
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $10,465 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
 
                                  CURRENT BASIS
 
<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                  DEATH BENEFIT                   TOTAL ACCUMULATION VALUE                 SURRENDER VALUE
POLICY   5% INTEREST      ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%    GROSS 12%     GROSS 0%   GROSS 6%    GROSS 12%     GROSS 0%   GROSS 6%    GROSS 12%
- ------   -----------   --------   --------   ------------   --------   --------   ------------   --------   --------   ------------
 
   1        10,988     500,000    500,000         500,000     7,075      7,580           8,087     1,090      1,595           2,102
<S>      <C>           <C>        <C>        <C>            <C>        <C>        <C>            <C>        <C>        <C>
   2        22,526     500,000    500,000         500,000    13,861     15,314          16,831     5,901      7,354           8,871
   3        34,640     500,000    500,000         500,000    20,272     23,117          26,209    12,312     15,157          18,249
   4        47,361     500,000    500,000         500,000    26,402     31,089          36,393    18,442     23,129          28,433
   5        60,717     500,000    500,000         500,000    32,210     39,194          47,429    24,250     31,234          39,469
 
   6        74,741     500,000    500,000         500,000    37,832     47,579          59,557    31,464     41,211          53,189
   7        89,466     500,000    500,000         500,000    43,296     56,286          72,928    38,520     51,510          68,152
   8       104,928     500,000    500,000         500,000    48,584     65,313          87,669    45,400     62,129          84,485
   9       121,163     500,000    500,000         500,000    53,537     74,523         103,786    51,945     72,931         102,194
  10       138,209     500,000    500,000         500,000    58,080     83,856         121,381    58,080     83,856         121,381
 
  15       237,111     500,000    500,000         500,000    74,329    133,079         240,424    74,329    133,079         240,424
  20       363,337     500,000    500,000         500,000    74,728    184,873         443,862    74,728    184,873         443,862
  25       524,437     500,000    500,000         834,837    43,148    232,413         795,083    43,148    232,413         795,083
  30       730,047           0    500,000       1,434,246         0    276,787       1,365,949         0    276,787       1,365,949
</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 amounts shown 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 12-13 of this Prospectus.
    
 
44
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $5,242 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
                                  GUARANTEED BASIS
 
<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         5,504     500,000    500,000     500,000      2,973      3,208       3,443          0          0           0
   2        11,283     500,000    500,000     500,000      5,850      6,505       7,190        485      1,140       1,825
   3        17,352     500,000    500,000     500,000      8,567      9,831      11,207      3,202      4,466       5,842
   4        23,723     500,000    500,000     500,000     11,114     13,173      15,509      5,749      7,808      10,144
   5        30,414     500,000    500,000     500,000     13,485     16,525      20,119      8,120     11,160      14,754
 
   6        37,438     500,000    500,000     500,000     15,669     19,874      25,059     11,377     15,582      20,767
   7        44,814     500,000    500,000     500,000     17,660     23,213      30,356     14,441     19,994      27,137
   8        52,559     500,000    500,000     500,000     19,443     26,525      36,033     17,297     24,379      33,887
   9        60,691     500,000    500,000     500,000     20,993     29,781      42,109     19,920     28,708      41,036
  10        69,230     500,000    500,000     500,000     22,310     32,978      48,627     22,310     32,978      48,627
 
  15       118,771     500,000    500,000     500,000     25,433     47,987      89,931     25,433     47,987      89,931
  20       181,998     500,000    500,000     500,000     21,132     59,449     152,250     21,132     59,449     152,250
  25       262,695     500,000    500,000     500,000      1,943     58,787     246,940      1,943     58,787     246,940
  30       365,686           0    500,000     500,000          0     32,109     403,276          0     32,109     403,276
</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 amounts shown 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 12-13 of this
                                  Prospectus.
    
 
                                                                              45
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $5,242 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
                                  CURRENT BASIS
 
<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
 
   1         5,504     500,000    500,000     500,000      3,645      3,901       4,157          0          0           0
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   2        11,283     500,000    500,000     500,000      7,310      8,054       8,829      1,955      2,699       3,474
   3        17,352     500,000    500,000     500,000     10,877     12,348      13,943      5,522      6,993       8,588
   4        23,723     500,000    500,000     500,000     14,348     16,791      19,548      8,993     11,436      14,193
   5        30,414     500,000    500,000     500,000     17,724     21,391      25,697     12,369     16,036      20,342
 
   6        37,438     500,000    500,000     500,000     20,962     26,107      32,399     16,678     21,823      28,115
   7        44,814     500,000    500,000     500,000     24,062     30,947      39,716     20,849     27,734      36,503
   8        52,559     500,000    500,000     500,000     27,029     35,919      47,717     24,887     33,777      45,575
   9        60,691     500,000    500,000     500,000     29,912     41,077      56,524     28,841     40,006      55,453
  10        69,230     500,000    500,000     500,000     32,713     46,433      66,226     32,713     46,433      66,226
 
  15       118,771     500,000    500,000     500,000     44,491     75,674     131,539     44,491     75,674     131,539
  20       181,998     500,000    500,000     500,000     51,174    108,472     237,960     51,174    108,472     237,960
  25       262,695     500,000    500,000     500,000     53,593    146,997     417,469     53,593    146,997     417,469
  30       365,686     500,000    500,000     770,434     49,311    191,765     720,032     49,311    191,765     720,032
</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 amounts shown 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 12-13 of this Prospectus.
    
 
46
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $8,225 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
                                  GUARANTEED BASIS
 
<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         8,636     500,000    500,000     500,000      4,043      4,391       4,742          0          0           0
   2        17,704     500,000    500,000     500,000      7,873      8,824       9,821      1,073      2,024       3,021
   3        27,226     500,000    500,000     500,000     11,445     13,251      15,226      4,645      6,451       8,426
   4        37,223     500,000    500,000     500,000     14,774     17,688      21,008      7,974     10,888      14,208
   5        47,721     500,000    500,000     500,000     17,851     22,125      27,201     11,051     15,325      20,401
 
   6        58,743     500,000    500,000     500,000     20,653     26,535      33,827     15,213     21,095      28,387
   7        70,316     500,000    500,000     500,000     23,123     30,861      40,878     19,043     26,781      36,798
   8        82,468     500,000    500,000     500,000     25,187     35,023      48,333     22,467     32,303      45,613
   9        95,228     500,000    500,000     500,000     26,743     38,911      56,141     25,383     37,551      54,781
  10       108,626     500,000    500,000     500,000     27,718     42,439      64,282     27,718     42,439      64,282
 
  15       186,358     500,000    500,000     500,000     22,774     52,948     111,181     22,774     52,948     111,181
  20       285,566           0    500,000     500,000          0     41,478     171,077          0     41,478     171,077
  25       412,183           0          0     500,000          0          0     241,140          0          0     241,140
  30       573,782           0          0     500,000          0          0     331,895          0          0     331,895
</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 amounts shown 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 12-13 of this
                                  Prospectus.
    
 
                                                                              47
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $8,225 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
                                  CURRENT BASIS
 
<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
 
   1         8,636     500,000    500,000      500,000     5,722      6,124        6,528       377        779        1,183
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   2        17,704     500,000    500,000      500,000    11,291     12,454       13,667     4,501      5,664        6,877
   3        27,226     500,000    500,000      500,000    16,612     18,900       21,384     9,822     12,110       14,594
   4        37,223     500,000    500,000      500,000    21,750     25,532       29,806    14,960     18,742       23,016
   5        47,721     500,000    500,000      500,000    26,675     32,328       38,980    19,885     25,538       32,190
 
   6        58,743     500,000    500,000      500,000    31,478     39,386       49,081    26,046     33,954       43,649
   7        70,316     500,000    500,000      500,000    36,165     46,726       60,217    32,091     42,652       56,143
   8        82,468     500,000    500,000      500,000    40,734     54,359       72,500    38,018     51,643       69,784
   9        95,228     500,000    500,000      500,000    45,072     62,186       85,944    43,714     60,828       84,586
  10       108,626     500,000    500,000      500,000    49,143     70,182      100,651    49,143     70,182      100,651
 
  15       186,358     500,000    500,000      500,000    65,719    113,700      200,316    65,719    113,700      200,316
  20       285,566     500,000    500,000      500,000    74,524    163,746      367,908    74,524    163,746      367,908
  25       412,183     500,000    500,000      688,180    65,584    215,687      655,410    65,584    215,687      655,410
  30       573,782     500,000    500,000    1,184,469    21,798    265,203    1,128,066    21,798    265,203    1,128,066
</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 amounts shown 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 12-13 of this Prospectus.
    
 
48
<PAGE>
   
                              CONNECTICUT GENERAL
                             LIFE INSURANCE COMPANY
    
 
   
                              SEPARATE ACCOUNT AND
                             COMPANY FINANCIALS TO
                             BE FILED BY AMENDMENT
    
 
                                                                             S-1
<PAGE>
                        FEES AND CHARGES REPRESENTATION
 
    The Company represents that the fees and charges deducted under the
Contracts, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by the
Company.
 
                          UNDERTAKING TO FILE REPORTS
 
    Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
 
                       CONTENTS OF REGISTRATION STATEMENT
 
    This registration statement comprises the following papers and documents:
 
   
       The facing sheet;
       A cross-reference sheet (reconciliation and tie);
       The prospectus, consisting of 48 pages;
       The undertaking to file reports;
       The signatures;
       Written consents of the following persons:
    
   
           Mark A. Parsons, Esq.
           Vaughn W. Robbins, F.S.A.
    
       Exhibit 1.  Fund Participation Agreements.
       Agreements between Connecticut General Life Insurance Company and
           (a) AIM Variable Insurance Funds, Inc.*
           (b) CIGNA Variable Products Group (To be filed by Amendment)
           (c) Fidelity Variable Insurance Products Fund*
           (d) Fidelity Variable Insurance Products Fund II (Together with
               Amendment thereto dated June 21, 1995)*
           (e) MFS-Registered Trademark- Variable Insurance Trust*
           (f) Templeton Variable Products Series Fund*
           (g) OCC Accumulation Trust*
 
* Filed with Post-Effective Amendment No. 1 to this Registration Statement April
  19, 1996.
<PAGE>
                                   SIGNATURES
 
   
    As required by the Securities Act of 1933, the Registrant has duly caused
this Post-Effective Amendment No. 4 to its Registration Statement on Form S-6
(File No. 33-89238) to be signed on its behalf by the undersigned thereunto duly
authorized, in the Town of Bloomfield and State of Connecticut, on the 25th day
of February, 1999.
    
 
                                          CG VARIABLE LIFE INSURANCE SEPARATE
                                          ACCOUNT II
                                          (Name of Registrant)
 
   
                                          By:         /s/ JOHN WILKINSON
    
 
                                             -----------------------------------
   
                                                       John Wilkinson
                                                       VICE PRESIDENT
                                             CONNECTICUT GENERAL LIFE INSURANCE
                                                           COMPANY
    
 
                                          CONNECTICUT GENERAL LIFE INSURANCE
                                          COMPANY
                                          (Name of Depositor)
 
   
                                          By:         /s/ JOHN WILKINSON
    
 
                                             -----------------------------------
   
                                                       John Wilkinson
                                                       VICE PRESIDENT
    
<PAGE>
   
    Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 to this Registration Statement (File No.
33-89238) has been signed below on March 1, 1999 by the following persons, as
officers and directors of the Depositor, in the capacities indicated:
    
 
   
                    SIGNATURE                                 TITLE
- --------------------------------------------------  -------------------------
 
               /s/ THOMAS C. JONES            *      President and Director
   -------------------------------------------        (Principal Executive
                 Thomas C. Jones                             Officer)
 
                                                       Vice President and
                       /s/ JOHN WILKINSON                    Actuary
   -------------------------------------------        (Principal Financial
                  John Wilkinson                             Officer)
 
              /s/ ROBERT E. WAHLMAN            *         Vice President
   -------------------------------------------        (Principal Accounting
                Robert E. Wahlman                            Officer)
 
              /s/ HAROLD W. ALBERT            *
   -------------------------------------------              Director
                 Harold W. Albert
 
              /s/ ROBERT W. BURGESS            *
   -------------------------------------------              Director
                Robert W. Burgess
 
                 /s/ JOHN G. DAY               *
   -------------------------------------------              Director
                   John G. Day
 
            /s/ JOSEPH M. FITZGERALD           *
   -------------------------------------------              Director
               Joseph M. Fitzgerald
 
              /s/ H. EDWARD HANWAY            *
   -------------------------------------------              Director
                 H. Edward Hanway
 
               /s/ CAROL M. OLSEN             *
   -------------------------------------------              Director
                  Carol M. Olsen
 
                /s/ JOHN E. PACY              *
   -------------------------------------------              Director
                   John E. Pacy
 
              /s/ MARC L. PREMINGER            *
   -------------------------------------------              Director
                March L. Preminger
 
             /s/ PATRICIA L. ROWLAND           *
   -------------------------------------------              Director
               Patricia L. Rowland
 
           /s/ W. ALLEN SCHAFFER, M.D.          *
   -------------------------------------------              Director
             W. Allen Schaffer, M.D.
 
                                                        by      /s/ JOHN
                                                            WILKINSON
                                                    -------------------------
                                                         John Wilkinson
                                                        ATTORNEY-IN-FACT
 
    
<PAGE>
                               POWER OF ATTORNEY
 
    We, the undersigned directors and officers of Connecticut General Life
Insurance Company, hereby severally constitute and appoint John Wilkinson, Mark
A. Parsons and David C. Kopp, and each of them individually, our true and lawful
attorneys-in-fact, with full power to them and each of them to sign for us, in
our names and in the capacities indicated below, any and all amendments to
Registration Statement No. 33-89238 filed with the Securities and Exchange
Commission under the Securities Act of 1933, on behalf of the Company in its own
name or in the name of one of its Separate Accounts hereby ratifying and
confirming our signatures as they may be signed by either of our
attorneys-in-fact to any such Registration Statement.
 
   
    WITNESS our hands and common seal on this 25th day of January, 1999.
    
 
   
             SIGNATURE                         TITLE
- -----------------------------------  -------------------------
 
          THOMAS C. JONES            President and Director
- -----------------------------------   (Principal Executive
          Thomas C. Jones             Officer)
 
                                     Vice President and
          JOHN WILKINSON              Actuary
- -----------------------------------   (Principal Financial
          John Wilkinson              Officer)
 
         ROBERT E. WAHLMAN           Vice President
- -----------------------------------   (Principal Accounting
         Robert E. Wahlman            Officer)
 
         HAROLD W. ALBERT
- -----------------------------------  Director
         Harold W. Albert
 
         ROBERT W. BURGESS
- -----------------------------------  Director
         Robert W. Burgess
 
    
<PAGE>
                               POWER OF ATTORNEY
 
    We, the undersigned directors and officers of Connecticut General Life
Insurance Company, hereby severally constitute and appoint John Wilkinson, Mark
A. Parsons and David C. Kopp, and each of them individually, our true and lawful
attorneys-in-fact, with full power to them and each of them to sign for us, in
our names and in the capacities indicated below, any and all amendments to
Registration Statement No. 33-89238 filed with the Securities and Exchange
Commission under the Securities Act of 1933, on behalf of the Company in its own
name or in the name of one of its Separate Accounts hereby ratifying and
confirming our signatures as they may be signed by either of our
attorneys-in-fact to any such Registration Statement.
 
    WITNESS our hands and common seal on this 10th day of April, 1998.
 
   
             SIGNATURE                         TITLE
- -----------------------------------  -------------------------
 
          THOMAS C. JONES            President and Director
- -----------------------------------   (Principal Executive
          Thomas C. Jones             Officer)
 
                                     Vice President and
          JOHN WILKINSON              Actuary
- -----------------------------------   (Principal Financial
          John Wilkinson              Officer)
 
         HAROLD W. ALBERT
- -----------------------------------  Director
         Harold W. Albert
 
         ROBERT W. BURGESS
- -----------------------------------  Director
         Robert W. Burgess
 
            JOHN G. DAY
- -----------------------------------  Director
            John G. Day
 
       JOSEPH M. FITZGERALD
- -----------------------------------  Director
       Joseph M. Fitzgerald
 
         H. EDWARD HANWAY
- -----------------------------------  Director
         H. Edward Hanway
 
          CAROL M. OLSEN
- -----------------------------------  Director
          Carol M. Olsen
 
           JOHN E. PACY
- -----------------------------------  Director
           John E. Pacy
 
         MARC L. PREMINGER
- -----------------------------------  Director
         Marc L. Preminger
 
        PATRICIA L. ROWLAND
- -----------------------------------  Director
        Patricia L. Rowland
 
      W. ALLEN SCHAFFER, M.D.
- -----------------------------------  Director
      W. Allen Schaffer, M.D.
 
    
<PAGE>
 
   
MARK A. PARSONS
CHIEF COUNSEL                                                           [LOGO]
 
                                                             Law Department
                                                             S-215
                                                             900 Cottage Grove
                                                             Road
                                                             Hartford, CT
                                                             06152-2215
                                                             Phone: 860.726.7673
                                                             Fax: 860.726-8885
    
   
February 25, 1999
    
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
 
Re:    Connecticut General Life Insurance Company
       CG Variable Life Insurance Separate Account II
       File No. 33-89238
   
       Post-Effective Amendment No. 4
    
 
Dear Sirs:
 
As Chief Counsel of the Retirement and Investment Services Division of CIGNA
Corporation, I am familiar with the actions of the Board of Directors of
Connecticut General Life Insurance Company (the "Company"), establishing CG
Variable Life Insurance Separate Account II (the "Account") and its method of
operation and authorizing the filing of a Registration Statement under the
Securities Act of 1933 for the securities to be issued by the Account and the
Investment Company Act of 1940 for the Account itself.
 
In the course of preparing this opinion, I have reviewed the Certificate of
Incorporation and the By-Laws of the Company, the Board actions with respect to
the Account, and such other matters as I deemed necessary or appropriate. Based
on such review, I am of the opinion that the variable life insurance policies
(and interests therein) which are the subject of the registration statement
under the Securities Act of 1933 filed for the Account will, when issued, be
legally issued and will represent binding obligations of the Company, the
depositor for the Account.
 
   
I further consent to the use of this opinion as an Exhibit to Post-Effective
Amendment No. 4 to said Registration Statement and to the reference to me under
the heading "Experts" in said Registration Statement, as amended.
    
 
Very truly yours,
 
/s/ MARK A. PARSONS
 
Mark A. Parsons
Chief Counsel
<PAGE>
   
                                                             [LINCOLN LIFE LOGO]
    
 
   
The Lincoln National Life Insurance Company
350 Church Street
Hartford, CT 06103-1106
    
 
   
                                                    February 22, 1999
    
 
   
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
    
 
   
Re:    CG Variable Life Insurance Separate Account II ("Account")
    
   
       Post-Effective Amendment No. 4, File Number 33-89238
    
 
   
Commissioners:
    
 
   
This opinion is furnished in connection with Post-Effective Amendment No. 4 to
the Registration Statement on Form S-6 to be filed by Connecticut General Life
Insurance Company ("Connecticut General") under the Securities Act of 1933,
recorded as File No. 33-89238. As of January 1, 1998, The Lincoln National Life
Insurance Company ("Lincoln") became the administrator for the Account and the
flexible premium variable universal life insurance policies (the "Policies")
funded through the Account. The prospectus included in said Post-Effective
Amendment describes the Policies. Lincoln, by whom I am employed, is responsible
to Connecticut General for the preparation and updating of post-effective
amendments. The forms of the Policies were prepared under my direction prior to
1998 when I was employed by Connecticut General.
    
 
   
In my opinion, the illustrations of benefits under the Policies included in the
Section entitled "Illustrations" in the prospectus, based on assumptions stated
in illustrations, are consistent with the provisions of the forms of the
Policies. The ages selected in the illustrations are representative of the
manner in which the Policies operate.
    
 
   
I hereby consent to the use of this opinion as an Exhibit to Post-Effective
Amendment No. 4 to said Registration Statement and to the reference to me under
the heading "Experts" in said Registration Statement, as amended.
    
 
   
                                                    Very truly yours,
    
 
   
                                                    /s/ VAUGHN W. ROBBINS
    
 
   
                                                    Vaughn W. Robbins, FSA, MAAA
    


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission