CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
485BPOS, 1999-04-30
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<PAGE>
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 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. 5
                                       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 Form for the fiscal year ending December 31, 1998 was
filed March 19, 1999.
    
 
    It is proposed that this filing will become effective:
- --------- immediately upon filing pursuant to paragraph (b) of Rule 485
   
    X
    
   
- --------- on May 1, 1999, pursuant to paragraph (b) of Rule 485
    
 
   
- --------- 60 days after filing pursuant to paragraph (a) of Rule 485
    
 
   
- --------- on          pursuant to paragraph (a) of Rule 485
    
<PAGE>
                             CROSS REFERENCE SHEET
                            (RECONCILIATION AND TIE)
                     REQUIRED BY INSTRUCTION 4 TO FORM S-6
 
<TABLE>
<CAPTION>
  ITEM OF FORM
     N-8B-2        LOCATION IN PROSPECTUS
- -----------------  --------------------------------------------------------------
<S>                <C>
             1     Cover Page Highlights
 
             2     Cover Page
 
             3     *
 
             4     Distribution of Policies
 
             5     The Company, 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 (5/99-7/99)
                                  (800) 444-2363 (8/99 AND LATER)
</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").
    
 
    The Policy features:
 
   
    - flexible premium payments;
    
 
   
    - a choice of one of two death benefit options; and
    
 
   
    - a choice of underlying investment options
    
 
   
    It may not be advantageous to replace existing insurance or supplement an
existing flexible premium variable life insurance policy with this Policy. This
entire Prospectus, and those of the mutual funds available through the Company's
Separate Account ("Separate Account"), should be read carefully to understand
the Policy being offered.
    
 
    Those mutual funds ("Funds") are:
 
   
<TABLE>
<S>                                           <C>
                                              MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE
AIM VARIABLE INSURANCE FUNDS, INC.            TRUST
  AIM V.I. Capital Appreciation Fund          MFS Emerging Growth Series
  AIM V.I. Growth Fund                        MFS Total Return Series
  AIM V.I. Value Fund                         MFS Utilities Series
  AIM V.I. Diversified Income Fund            MFS Global Governments Series
CIGNA VARIABLE PRODUCTS GROUP                 (formerly World Governments)
  CIGNA VP Money Market Fund                  TEMPLETON VARIABLE PRODUCTS SERIES FUND
  CIGNA VP S&P 500 Index Fund                 Templeton Asset Allocation Fund -- Class 1
FIDELITY VARIABLE INSURANCE PRODUCTS FUND     Templeton International Fund -- Class 1
  Equity-Income Portfolio--Initial Class      Templeton Stock Fund -- Class 1
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II  OCC ACCUMULATION TRUST
  Asset Manager Portfolio--Initial Class      Global Equity Portfolio
  Investment Grade Bond Portfolio--Initial    Managed Portfolio
   Class                                      Small Cap Portfolio
</TABLE>
    
 
   
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.
    
 
   
TO BE VALID, THIS PROSPECTUS MUST HAVE THE CURRENT MUTUAL FUNDS' PROSPECTUSES
WITH IT. KEEP ALL FOR FUTURE REFERENCE.
    
 
   
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED THIS PROSPECTUS IS ACCURATE OR COMPLETE. IT IS A
CRIMINAL OFFENSE TO STATE OTHERWISE.
    
 
   
THIS POLICY MAY NOT BE AVAILABLE IN ALL STATES, AND THIS PROSPECTUS ONLY OFFERS
THE POLICY FOR SALE IN JURISDICTIONS WHERE SUCH OFFER AND SALE ARE LAWFUL.
    
 
   
                         Prospectus Dated: May 1, 1999
    
<PAGE>
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                                PAGE
                                              ---------
<S>                                           <C>
Policy Summary..............................          3
Charges; Fees...............................          5
    Premium Load............................          5
    Monthly Deductions......................          5
    Transaction Fee for Excess Transfers....          5
    Mortality and Expense Risk Charge.......          5
    Expense Data/Fee Table..................          6
    Surrender Charge........................          8
The Company, the Separate Account and the
 General Account............................          8
Buying Variable Life Insurance..............         10
  Replacements..............................         11
The Funds...................................         11
  General...................................         14
  Substitution of Securities................         15
  Voting Rights.............................         15
  Fund Participation Agreements.............         15
Death Benefit...............................         15
    Death Benefit Options...................         15
    Changes in Death Benefit Option.........         16
    Guaranteed Death Benefit Provision......         16
    Payment of Death Benefit................         16
    Changes in Specified Amount.............         17
Premium Payments; Transfers.................         17
    Premium Payments........................         17
    Allocation of Net Premium Payments......         18
    Transfers...............................         19
    Optional Variable Account Sub-Account
     Allocation Programs....................         20
      Dollar Cost Averaging.................         20
      Automatic Rebalancing.................         20
Policy Values...............................         21
    Accumulation Value......................         21
    Variable Accumulation Unit Value........         21
    Surrender Value.........................         22
Surrenders..................................         22
    Partial Surrenders......................         22
    Full Surrenders.........................         22
    Deferral of Payment and Transfers.......         23
Lapse and Reinstatement.....................         23
    Lapse of a Policy; Effect of Guaranteed
     Death Benefit Provision................         23
    Reinstatement of a Lapsed Policy........         23
 
<CAPTION>
                                                PAGE
                                              ---------
<S>                                           <C>
Policy Loans................................         23
Settlement Options..........................         24
Other Policy Provisions.....................         25
    Issuance................................         25
    Short-Term Right to Cancel the Policy...         25
    Policy Owner............................         25
    Beneficiary.............................         25
    Assignment..............................         25
    Right to Exchange for a Fixed Benefit
     Policy.................................         26
    Incontestability........................         26
    Misstatement of Age or Sex..............         26
    Suicide.................................         27
    Nonparticipating Policies...............         27
    Riders..................................         27
Tax Matters.................................         27
    Policy Proceeds.........................         27
    Taxation of the Company.................         28
    Section 848 Charges.....................         28
    Other Considerations....................         29
Other Matters...............................         29
    Directors and Officers of the Company...         29
    Distribution of Policies................         29
    Changes of Investment Policy............         30
    Other Contracts Issued by the Company...         30
    State Regulation........................         30
    Reports to Policy Owners................         31
    Advertising.............................         31
    Year 2000 Issues........................         31
    Legal Proceedings.......................         32
    Experts.................................         33
    Registration Statement..................         33
Appendix 1..................................         34
    Corridor Percentages....................         34
Appendix 2..................................         35
    Maximum Cost of Insurance Rates.........         35
Appendix 3..................................         36
    Illustration of Surrender Charges.......         36
Appendix 4..................................         38
    Illustration of Accumulation Values,
     Surrender Values, and Death Benefits...         38
Financial Statements........................
    Separate Account Financials.............     CGVL-1
    Company Financials......................        G-1
</TABLE>
    
 
2
<PAGE>
   
POLICY SUMMARY
    
 
                    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.
 
   
                    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;
                    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.
    
 
                    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.
    
 
                    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 15.
    
 
   
                    This policy contains a Guaranteed Initial Death Benefit
                    Premium. This means that the Death Benefit will not be lower
                    than the Initial Specified Amount for the first five Policy
                    years after issue, regardless of the gains or losses of the
                    Funds you select as long as
    
 
                                                                               3
<PAGE>
                    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.
 
   
                    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 16.
    
 
                    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 5)
                    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 23.
    
 
   
                    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" period. Use this time to
                    review your Policy and make sure it meets your needs. During
                    this 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 23.
    
 
                    SELECTION OF FUNDING VEHICLES
 
   
                    This Prospectus focuses on the Separate 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. The Sub-Accounts make up the Separate
                    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 Sub-Account is not
                    guaranteed and will increase or decrease in value according
                    to the particular Fund's investment performance. See page 6.
    
 
                    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
 
4
<PAGE>
                     - 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 8.
    
 
   
CHARGES; FEES
    
 
   
                    PREMIUM LOAD
    
 
   
                    A deduction of 5.0% of each Premium Payment is 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 for non-New York
                    Policies, $7.50 for New York Policies.
    
 
   
                    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 Separate Account Value
                    is transferred to the Fixed Account. The Policy will then
                    remain in force until surrender or the Insured's death.
    
 
   
                    TRANSACTION FEE FOR EXCESS TRANSFERS
    
 
   
                    There will be a $25 transaction fee for each transfer
                    between funding options in excess of 12 during any Policy
                    Year.
    
 
   
                    MORTALITY AND EXPENSE RISK CHARGE
    
 
   
                    For mortality and expense risks, a daily deduction,
                    currently equivalent to .80% per year during the first
                    twelve Policy Years and .55% per year thereafter, is made
                    from amounts held in the Separate Account. This deduction is
                    guaranteed not to exceed .90% per year (in New York, 0.65%
                    after year 13).
    
 
                                                                               5
<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 Separate Account. The table reflects expenses of the Separate Account as
well as of the individual Funds underlying the 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, .65% per year for New York Policies.
Fund expenses are based on historical fund expenses as a percentage of net
assets for the year ended December 31, 1998, 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....................      0.62%           0.60%      0.64%      0.61%
12(b)1 Fees........................        --              --         --         --
Other Expenses.....................      0.05%           0.17%      0.08%      0.05%
Total Fund Operating Expenses
 Without Waivers or Reductions.....      0.67%           0.77%      0.72%      0.66%
Total Waivers and Reductions.......        --              --         --         --
Total Fund Operating Expenses with
 Waivers or Reductions.............      0.67%           0.77%      0.72%      0.66%
 
<CAPTION>
                                                                              FIDELITY VARIABLE INSURANCE
                                                                                    PRODUCTS FUNDS
                                                                           ---------------------------------
                                                  CIGNA VP                  VIP II       VIP        VIP II
                                                    GROUP                   ASSET      EQUITY-    INVESTMENT
                                     -----------------------------------   MANAGER     INCOME     GRADE BOND
                                         CIGNA VP            CIGNA         PORTFOLIO  PORTFOLIO   PORTFOLIO
                                          MONEY              VP S&P        (INITIAL   (INITIAL     (INITIAL
                                       MARKET FUND       500 INDEX FUND     CLASS)     CLASS)       CLASS)
                                     ----------------   ----------------   --------   ---------   ----------
<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%       0.54%      0.49%      0.43%
12(b)1 Fees........................           --                 --          --         --            --
Other Expenses.....................            0.38%              0.19%       0.10%      0.09%      0.14%
Total Fund Operating Expenses
 Without Waivers or Reductions.....            0.73%              0.44%       0.64%      0.58%      0.57%
Total Waivers and Reductions.......           (0.23%)            (0.19%)     --         --            --
Total Fund Operating Expenses with
 Waivers or Reductions.............            0.50%(1)           0.25%(1)    0.64%(2)    0.58%(2)   0.57%
</TABLE>
    
 
- ------------------------
   
(1) Through May 1, 2000, 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 0.73% and 0.44% of average daily
    net asset value for 1998 for the VP Money Market and the VP S&P 500 Index
    Funds, respectively.
    
 
   
(2) A portion of the brokerage commissions that certain funds paid was used to
    reduce funds expenses. In addition, certain funds or Fidelity Management &
    Research on behalf of 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 operating expenses presented in the table would have been 0.63% for
    the VIP II Asset Manager Portfolio and 0.57% for the VIP Equity-Income
    Portfolio.
    
 
6
<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 GLOBAL
      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%
      --             --             --             --
       0.10%(4)       0.16%(4)       0.26%(4)       0.36%(4)
           %
       0.85           0.91%          1.01%          1.11%
      --             --             --             (0.10%)
           %(4)
       0.85           0.91%(4)       1.01%(4)       1.01%(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%               0.69%        0.70%
      --             --                 --             --
       0.10%(4)        0.18%               0.17%        0.19%
           %
 
       0.85            0.78%               0.86%        0.89%
 
      --             --                 --             --
           %(4)
 
       0.85            0.78%               0.86%        0.89%
 
<CAPTION>
 
   ------------         OCC ACCUMULATION TRUST
       MFS        -----------------------------------
     EMERGING      GLOBAL
      GROWTH       EQUITY       MANAGED     SMALL CAP
      SERIES      PORTFOLIO    PORTFOLIO    PORTFOLIO
   ------------   ---------    ---------    ---------
       0.80%          0.80%        0.80%        0.80%
       0.80%          0.80%        0.80%        0.80%
       0.75%          0.80%        0.78%        0.80%
      --             --           --           --
       0.10%(4)       0.33%(5)     0.04%(5)     0.08%(5)
           %
 
       0.85           1.13%(6)     0.82%(6)     0.88%(6)
 
      --             --           --           --
           %(4)
 
       0.85           1.13%        0.82%        0.88%
<FN>
- ------------------------
(4)  Each series has an expense offset arrangement which reduces the series'
     custodian fee based upon the amount of cash maintained by the series with
     its custodian and dividend disbursing agent. Each series may enter into
     other such arrangements and directed brokerage arrangements, which would
     also have the effect of reducing the series' expenses. Expenses do not take
     into account these expense reductions, and are therefore higher than the
     actual expenses of the series.
(5)  Other Expenses are shown gross of expense offsets afforded the Portfolios
     which effectively lowered overall custody expenses.
(6)  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.
</TABLE>
    
 
                                                                               7
<PAGE>
   
                    SURRENDER CHARGE
    
 
   
                    Upon surrender of a Policy, a surrender charge may apply, as
                    described below. This charge is in part a deferred sales
                    charge and in part a recovery of certain first year
                    administrative costs. (See "Appendix 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
                    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.
    
 
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.
 
8
<PAGE>
   
                    CG Variable Life Insurance Separate 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 the Separate Account
                    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. The Separate Account income, gains, and
                    losses are credited to or charged against the Separate
                    Account 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 the Separate Account or
                    our management, investment practices, or policies. We have
                    other registered separate accounts which fund other variable
                    life insurance policies and variable annuity contracts.
    
 
   
                    The Separate Account 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 the
                    Separate Account 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 11-14. 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.
 
   
                    Effective January 1, 1998, CIGNA contracted the
                    administrative servicing obligations of its individual
                    variable life insurance business to The Lincoln National
                    Life Insurance Company (Lincoln Life) and Lincoln Life &
                    Annuity Company of New York (LLANY). Although CIGNA is
                    responsible for all policy terms and conditions, Lincoln
                    Life and LLANY are responsible for servicing the individual
                    life insurance contracts, including payment of benefits,
                    oversight of investment management and contract
                    administration.
    
 
                    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
 
                                                                               9
<PAGE>
                    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 26), an owner can
                    borrow Policy values tax-free, without surrender charges and
                    at 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.
    
 
10
<PAGE>
                    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.
 
   
                    Certain 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 Separate 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 02109;
    
 
                        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;
 
                                                                              11
<PAGE>
   
                        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--Initial Class ("Fidelity VIP
                        Equity-Income Portfolio").
    
 
                    Two Funds of FIDELITY VIP II are available under the
                    Policies:
 
   
                        Asset Manager Portfolio--Initial Class ("Fidelity VIP II
                    Asset Manager Portfolio");
                        Investment Grade Bond Portfolio--Initial Class
                    ("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 Global Governments Series (formerly 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.
 
   
                    The investment advisory fees charged the Funds by their
                    advisers are shown on pages 6 and 7 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
                    growth of capital through investment in common stocks, with
                    emphasis on medium and small-sized growth companies. The
                    investment advisor will be particularly interested in
                    companies that are likely to benefit from new or innovative
                    products, services or processes that should enhance such
                    companies' prospects for future growth in earnings.
    
 
12
<PAGE>
                    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 growth of
                    capital primarily by investing in seasoned and better
                    capitalized companies considered to have strong earnings
                    momentum. Current income will not be a criterion of
                    investment selection, and any such income should be
                    considered incidental.
    
 
   
                    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 investment advisor to be
                    undervalued relative to the investment advisor's appraisal
                    of 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 and would be satisfied principally from
                    the interest (interest and dividends) generated by the
                    common stocks, convertible bonds and convertible preferred
                    stocks that make up the Fund's portfolio.
    
 
                    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--INITIAL CLASS
                    (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--INITIAL
                    CLASS (Fixed Income - Intermediate Term Bonds): Seeks as
                    high a level of current income as is consistent with the
                    preservation of capital by investing in U.S.
                    dollar-denominated investment-grade bonds.
    
 
   
                    FIDELITY VIP EQUITY-INCOME PORTFOLIO--INITIAL CLASS (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.
 
                                                                              13
<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. Invests
                    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. It invests
                    primarily in stocks of companies outside the United States,
                    including emerging markets. Any income realized will be
                    incidental.
    
 
   
                    TEMPLETON STOCK FUND -- CLASS 1 (Global Stocks): Seeks
                    long-term capital growth. Invests primarily in equity
                    securities issued by companies, large and small, in various
                    nations throughout the world, including the United States
                    and emerging markets.
    
 
                    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.
 
   
                    Several of the 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. Please read these prospectuses carefully.
    
 
                    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.
 
14
<PAGE>
                    SUBSTITUTION OF SECURITIES
 
   
                    If the shares of any Fund should no longer be available for
                    investment by the Separate 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
                    Separate Account at special meetings of the shareholders of
                    the particular Trust in accordance with written instructions
                    received from persons having the voting interest in the
                    Separate Account. The Company will vote shares for which it
                    has not received instructions, as well as shares
                    attributable to it, in the same proportion as it votes
                    shares for which it has received instructions. The Trusts do
                    not hold regular meetings of shareholders.
    
 
   
                    The number of shares which a person has a right to vote will
                    be determined as of a date to be chosen by the appropriate
                    Trust not more than sixty (60) days prior to the meeting of
                    the particular Trust. Voting instructions will be solicited
                    by written communication at least fourteen (14) days prior
                    to the meeting.
    
 
   
                    The Funds' shares are issued and redeemed only in connection
                    with variable annuity contracts and variable life insurance
                    policies issued through separate accounts of the Company and
                    other life insurance companies. The Trusts do not foresee
                    any disadvantage to Policy Owners arising out of the fact
                    that shares may be made available to separate accounts which
                    are used in connection with both variable annuity and
                    variable life insurance products. Nevertheless, the Trusts'
                    Boards intend to monitor events in order to identify any
                    material irreconcilable conflicts which may possibly arise
                    and to determine what action, if any, should be taken in
                    response thereto. If such a conflict were to occur, one of
                    the separate accounts might withdraw its investment in a
                    Fund. This might force a Fund to sell portfolio securities
                    at disadvantageous prices.
    
 
                    FUND PARTICIPATION AGREEMENTS
 
   
                    The Company has entered into agreements with the various
                    Trusts and their advisers or distributors under which the
                    Company makes the Funds available under the Policies and
                    performs certain administrative services. 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
 
                                                                              15
<PAGE>
                    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 our administrative office in form
                    satisfactory to the Company, subject to the following
                    conditions:
    
 
                     - The change will take effect on the Monthly Anniversary
                       Day or on the next Valuation Day following the date of
                       receipt of the request.
 
                     - There will be no change in the Surrender Charge, and
                       evidence of insurability may be required.
 
                     - No change in the Death Benefit Option may reduce the
                       Specified Amount below $100,000.
 
                     - For changes from Option 1 to Option 2, the new Specified
                       Amount will equal the Specified Amount less the
                       Accumulation Value at the time of the change.
 
                     - For changes from Option 2 to Option 1, the new Specified
                       Amount will equal the Specified Amount plus the
                       Accumulation Value at the time of the change.
 
                    GUARANTEED DEATH BENEFIT PROVISION
 
                    The Guaranteed Death Benefit Provision assures that, as long
                    as the Guaranteed Initial Death Benefit Premium is paid, the
                    Death Benefit will not be less than the Initial 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 our administrative
                    office 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.
    
 
16
<PAGE>
                    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 our 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.
 
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 our 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
 
                                                                              17
<PAGE>
                    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.
 
                     - 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 a Policy, you must decide how to allocate
                    Net Premium Payments among the Sub-Accounts and the Fixed
                    Account. Allocation to any Sub-Account or to the Fixed
                    Account must be in whole percentages. No allocation can be
                    made which would result in a Sub-Account Value of less than
                    $50 or a Fixed Account value of less than $2,500. For each
                    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.
 
18
<PAGE>
                    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 Separate 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 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.
    
 
                    The Company, at its sole discretion, may waive minimum
                    balance requirements on the Sub-Accounts.
 
                                                                              19
<PAGE>
                    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). Transfers under these programs do not
                    count against the 12 transfers allowed without charge. 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 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 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.
    
 
20
<PAGE>
   
POLICY VALUES
    
 
                    ACCUMULATION VALUE
 
   
                    Once a Policy has been issued, each Net Premium Payment
                    allocated to a Sub-Account of the Separate Account is
                    credited in the form of Accumulation Units, representing the
                    Fund in which assets of that Sub-Account are invested. An
                    Accumulation Unit is simply a unit of measure used to
                    calculate the value of a Sub-Account. 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 Separate Account. The Fixed Account Value is
                    guaranteed; however, there is no assurance that the Separate
                    Account Value of the Policy will equal or exceed the Net
                    Premium Payments allocated to the Separate 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 Separate Account
                    Value, the Fixed Account Value and the Loan Account Value.
    
 
                    Accumulation Value will be affected by Monthly Deductions.
 
                    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
 
                                                                              21
<PAGE>
                          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. This equals the
                    Net Accumulation Value minus the applicable Surrender
                    Charge. 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 our administrative office during the lifetime of
                    the Insured and while the Policy is in force. Such request
                    may also be made by telephone if telephone transfers have
                    been previously authorized in writing. A $25 transaction fee
                    is charged.
    
 
                    The amount of a partial surrender may not exceed 90% of the
                    Surrender Value at the end of the Valuation Period in which
                    the election becomes or would become effective, and may not
                    be less than $500.
 
                    For an Option 1 Policy (See "Death Benefit"): A partial
                    surrender will reduce the Accumulation Value, Death Benefit,
                    and Specified Amount. The Specified Amount and Accumulation
                    Value will be reduced by equal amounts and will reduce any
                    past increases in the reverse order in which they occurred.
 
                    For an Option 2 Policy (See "Death Benefit"): A partial
                    surrender will reduce the Accumulation Value and the Death
                    Benefit, but it will not reduce the Specified Amount.
 
                    The Specified Amount remaining in force after a partial
                    surrender may not be less than $100,000. Any request for a
                    partial surrender that would reduce the Specified Amount
                    below this amount will not be granted. In addition, if,
                    following the partial surrender and the corresponding
                    decrease in the Specified Amount, the Policy would not
                    comply with the maximum premium limitations required by
                    federal tax law, the decrease may be limited to the extent
                    necessary to meet the federal tax law requirements.
 
                    If, at the time of a partial surrender, the Net Accumulation
                    Value is attributable to more than one funding option, the
                    $25 transaction charge and the amount paid upon the
                    surrender will be taken proportionately from the values in
                    each funding option, unless 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 Separate Account on a
                    full surrender will usually be made within seven calendar
                    days thereafter.
    
 
22
<PAGE>
                    DEFERRAL OF PAYMENT AND TRANSFERS
 
   
                    Payment of the surrendered amount from the Separate 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 (the day of the month as shown
                    on the Policy Specifications) 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. The Grace Period
                    is the 61-day period following a monthly Anniversary Day. 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.
 
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
 
                                                                              23
<PAGE>
   
                    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
                    Separate 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 Separate Account
                    or the Fixed Account while the loan is outstanding, the
                    effect could be favorable or unfavorable.
    
 
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.
 
24
<PAGE>
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. This time period is called the Right-to-Examine
                    period. The Initial Premium Payment made when the Policy is
                    issued will be held in the Fixed Account and not allocated
                    to the Separate 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 life 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; 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.
    
 
                    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
    
 
                                                                              25
<PAGE>
                    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.
 
                    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.
 
26
<PAGE>
                    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.
 
                    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.
 
                                                                              27
<PAGE>
   
                    In addition to meeting the tests required under Section 7702
                    and Section 7702A, Section 817(h) of the Code requires that
                    the investments of separate accounts such as the Separate
                    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 Separate Account must
                    meet certain tests. The Company believes the Separate
                    Account investments meet the applicable diversification
                    standards.
    
 
                    Should the Secretary of the Treasury issue additional rules
                    or regulations limiting the number of funds, transfers
                    between funds, exchanges of funds or changes in investment
                    objectives of funds such that the Policy would no longer
                    qualify as life insurance under Section 7702 of the Code,
                    the Company will take whatever steps are available to remain
                    in compliance.
 
                    The Company will monitor compliance with these regulations
                    and, to the extent necessary, will change the objectives or
                    assets of the Sub-Account investments to remain in
                    compliance.
 
                    A total surrender or termination of the Policy by lapse may
                    have adverse tax consequences. If the amount received by the
                    Policy Owner plus total Policy indebtedness exceeds the
                    premiums paid into the Policy, the excess will generally be
                    treated as taxable income, regardless of whether or not the
                    Policy is a modified endowment contract.
 
                    Federal estate and state and local estate, inheritance and
                    other tax consequences of ownership or receipt of Policy
                    proceeds depend on the circumstances of each Policy Owner or
                    Beneficiary.
 
                    TAXATION OF THE COMPANY
 
   
                    The Company is taxed as a life insurance company under the
                    Code. Since the Separate 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 Separate 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
                    Separate Account. Based upon these expectations, no charge
                    is currently being made against the Separate 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
 
28
<PAGE>
                    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.
 
OTHER MATTERS
 
                    DIRECTORS AND OFFICERS OF THE COMPANY
 
   
                    The following persons are our Directors and Principal
                    Officers. The address of each is 900 Cottage Grove Road,
                    Hartford, CT 06152. We or our affiliates have employed each
                    for more than five years except for Mr. Pacy, Mr. Wahlman,
                    Mr. Pastore and Ms. Cooper.
    
 
   
                - 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.
    
 
   
                - Prior to December, 1995, Mr. Pastore was Vice President of
                  Citicorp.
    
 
   
                - Prior to January, 1999, Ms. Cooper was an Associate Attorney
                  with Robinson, Donovan, Madden & Barry, P.C.
    
 
   
<TABLE>
<CAPTION>
                                       POSITIONS AND OFFICES
             NAME                         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)
Susan L. Cooper                 Corporate Secretary
Andrew G. Helming               Secretary
Stephen C. Stachelek            Vice President and Treasurer
William M. Pastore              Director and Chairman of the Board
Harold W. Albert                Director
Robert W. Burgess               Director
John Cannon, III                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 and Senior Vice President
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
 
                                                                              29
<PAGE>
   
                    Association of Securities Dealers, Inc. (NASD). The Policies
                    will be distributed by the Separate 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 indirect 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.
    
 
                    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 Separate 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.
 
30
<PAGE>
                    REPORTS TO POLICY OWNERS
 
   
                    Lincoln Life 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 Separate
                    Account and in each Sub-Account of the Separate Account, and
                    any Loan Account Value.
    
 
   
                    Policy Owners will also be sent annual reports containing
                    financial statements for the Separate Account and annual and
                    semi-annual reports of the Funds as required by the 1940
                    Act.
    
 
                    In addition, Policy Owners will receive statements of
                    significant transactions, such as changes in Specified
                    Amount, changes in Death Benefit Option, changes in future
                    premium allocation, transfers among Sub-Accounts, Premium
                    Payments, loans, loan repayments, reinstatement and
                    termination.
 
                    ADVERTISING
 
                    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 Life, as the administrator of Connecticut General
                    Variable Life Insurance Separate Account II, is responsible,
                    as part of its Year 2000 updating process, for the updating
                    of the Account-related computer systems.
    
 
   
                    Many existing computer programs use only two digits in the
                    date field to identify the year. If left uncorrected these
                    programs, which were designed and developed without
                    considering the impact of the upcoming change in the
                    century, could fail to operate or could produce erroneous
                    results when processing dates after December 31, 1999. For
                    example, for a bond with a stated maturity date of July 1,
                    2000, a computer program could read and store the maturity
                    date as July 1, 1900. This problem is known by many names,
                    such as the "Year 2000 Problem", "Y2K" and the "Millenium
                    Bug."
    
 
   
                    The Year 2000 Problem affects virtually all computer
                    programs worldwide. It can cause a computer system to
                    suddenly stop operating. It can also result in a computer
                    corrupting vital company records, and the program could go
                    undetected for a long time. For our products, if left
                    unchecked it could cause such problems as purchase payment,
                    collection and deposit errors; claim payment difficulties;
                    accounting errors; erroneous unit values; and difficulties
                    or delays in processing transfers, surrenders and
                    withdrawals. In a worst case scenario, this could result in
                    a material disruption to the operations both of Lincoln Life
                    and of Delaware Service Company Inc. (Delaware), the
                    provider of the accounting and valuation services for the
                    Separate Account.
    
 
   
                    However, both companies are wholly owned by Lincoln National
                    Corporation (LNC), which has had Year 2000 processes in
                    place since 1996. LNC projects aggregate
    
 
                                                                              31
<PAGE>
   
                    expenditures in excess of $92 million for its Y2K efforts
                    through the year 2000. Both Lincoln Life and Delaware have
                    dedicated Year 2000 teams and steering committees that are
                    answerable to their counterparts in LNC.
    
 
   
                    In light of the potential problems discussed above, Lincoln
                    Life, as part of its Year 2000 updating process, has assumed
                    responsibility for correcting all high-priority Information
                    Technology (IT) systems which service the Separate Account.
                    Delaware is responsible for updating all its high-priority
                    IT systems to support these vital services. The Year 2000
                    effort, for both IT and non-IT systems, is organized into
                    four phases:
    
 
   
                - awareness-raising and inventory of all assets (including
                  third-party agent and vendor relationships);
    
 
   
                - assessment and high-level planning and strategy;
    
 
   
                - remediation of affected systems and equipment; and
    
 
   
                - testing to verify Year 2000 readiness.
    
 
   
                    Both companies are currently on schedule to have their
                    high-priority IT systems remediated and tested to
                    demonstrate readiness by June 30, 1999. During the third and
                    fourth quarters of 1999 additional testing of the
                    environment will continue. Both companies are currently on
                    schedule to have their high-priority non-IT systems
                    (elevators, heating and ventilation, security systems, etc.)
                    remediated and tested by October 31, 1999.
    
 
   
                    The work on Year 2000 issues has not suffered significant
                    delays; however, some uncertainty remains. Specific factors
                    that give rise to this uncertainty include (but are
                    certainly not limited to) a possible loss of technical
                    resources to perform the work; failure to identify all
                    susceptible systems; and non-compliance by third parties
                    whose systems and operations impact Lincoln Life. In a
                    report dated February 26, 1999, entitled INVESTIGATING THE
                    IMPACT OF THE YEAR 2000 TECHNOLOGY PROBLEM, S. Rpt. 106-10,
                    the U.S. Senate Special Committee on the Year 2000
                    Technology Problem expressed its concern that "Financial
                    services firms ... are particularly vulnerable to ... the
                    risk that a material customer or business partner will fail,
                    as a result of the computer problems, to meet its
                    obligations."
    
 
   
                    One important source of uncertainty is the extent to which
                    the key trading partners of Lincoln Life and of Delaware
                    will be successful in their own remediation and testing
                    efforts. Lincoln Life and Delaware have been monitoring the
                    progress of their trading partners; however, the efforts of
                    these partners are beyond our control.
    
 
   
                    Lincoln Life and Delaware expect to have completed their
                    necessary remediation and testing efforts prior to December
                    31, 1999. However, given the nature and complexity of the
                    problem, there can be no guarantee by either company that
                    there will not be significant computer problems after
                    December 31, 1999.
    
 
                    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 Separate 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.
    
 
32
<PAGE>
                    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 consolidated financial statements of Connecticut General
                    Life Insurance Company as of December 31, 1998 and 1997 and
                    for each of the three years in the period ended December 31,
                    1998 included in this prospectus and registration statement
                    have been so included in reliance on the report of
                    PricewaterhouseCoopers LLP, independent accountants, given
                    on the authority of said firm as experts in accounting and
                    auditing.
    
 
   
                    The statement of assets and liability of the Separate
                    Account as of December 31, 1998 and the statements of
                    operations and changes in net assets for the year ended
                    December 31, 1998, included in this prospectus and
                    registration statement have been so included in reliance on
                    the report of Ernst & Young LLP, independent auditors, given
                    on the authority of said firm as experts in accounting and
                    auditing.
    
 
   
                    The statements of operations and changes in net assets of
                    the Separate Account for the two years ended December 31,
                    1997 included in this prospectus and registration statement
                    have been so included in reliance on the report of
                    PricewaterhouseCoopers LLP, independent accountants, given
                    on the authority of said firm as experts in accounting and
                    auditing.
    
 
                    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.
 
                                                                              33
<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>
 
34
<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>
 
                                                                              35
<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.
 
36
<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.
 
                                                                              37
<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 Separate 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 Separate 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 Separate Account (in New York, 0.65%
                    beginning in Policy Year 13). 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
                    Separate 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% for
                    Non-New York Policies, and for New York Policies in years
                    1-12.
    
 
                    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
 
38
<PAGE>
                    expense charge is $15 per month in the first year. Current
                    values reflect a current monthly administrative expense
                    charge of $5 in renewal years, and guaranteed values reflect
                    the $10 maximum monthly administrative charge under the
                    Policy in renewal years.
 
                    Upon request, the Company will furnish a comparable
                    illustration based on the proposed insured's age, gender
                    classification, smoking classification, risk classification
                    and premium payment requested.
 
                                                                              39
<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 (NON-NEW YORK)
    
 
<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 6-7 of this
                                  Prospectus.
    
 
40
<PAGE>
   
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $6,623 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
    
 
   
                                  GUARANTEED BASIS (NEW YORK)
    
 
   
<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         6,954     500,000    500,000     500,000      3,788      4,085       4,384          0          0           0
   2        14,256     500,000    500,000     500,000      7,442      8,275       9,146      1,437      2,270       3,141
   3        21,923     500,000    500,000     500,000     10,862     12,470      14,221      4,857      6,465       8,216
   4        29,973     500,000    500,000     500,000     14,045     16,664      19,637      8,040     10,659      13,632
   5        38,426     500,000    500,000     500,000     16,970     20,836      25,410     10,965     14,831      19,405
 
   6        47,302     500,000    500,000     500,000     19,630     24,975      31,572     14,826     20,171      26,768
   7        56,621     500,000    500,000     500,000     21,987     29,040      38,128     18,384     25,437      34,525
   8        66,406     500,000    500,000     500,000     24,013     32,999      45,095     21,611     30,597      42,693
   9        76,680     500,000    500,000     500,000     25,672     36,808      52,488     24,471     35,607      51,287
  10        87,469     500,000    500,000     500,000     26,921     40,419      60,319     26,921     40,419      60,319
 
  15       150,061     500,000    500,000     500,000     26,253     54,498     108,037     26,253     54,498     108,037
  20       229,946     500,000    500,000     500,000      9,403     56,125     175,897      9,403     56,125     175,897
  25       331,901           0    500,000     500,000          0     28,769     278,149          0     28,769     278,149
  30       462,026           0          0     500,000          0          0     457,194          0          0     457,194
</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
                                  for years 1-12, 0.65% thereafter. See "Expense
                                  Data" at pages 6-7 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 6-7 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 (NON-NEW YORK)
    
 
<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 6-7 of this
                                  Prospectus.
    
 
                                                                              43
<PAGE>
   
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $10,519 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
    
 
   
                                  GUARANTEED BASIS (NEW YORK)
    
 
   
<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        11,045     500,000    500,000        500,000      4,556      4,983          5,412          0          0              0
   2        22,642     500,000    500,000        500,000      8,696      9,835         11,031        726      1,865          3,061
   3        34,819     500,000    500,000        500,000     12,321     14,446         16,777      4,351      6,476          8,807
   4        47,605     500,000    500,000        500,000     15,407     18,779         22,641      7,437     10,809         14,671
   5        61,030     500,000    500,000        500,000     17,923     22,788         28,612      9,953     14,818         20,642
 
   6        75,127     500,000    500,000        500,000     19,814     26,399         34,654     13,438     20,023         28,278
   7        89,928     500,000    500,000        500,000     21,015     29,528         40,717     16,233     24,746         35,935
   8       105,469     500,000    500,000        500,000     21,437     32,061         46,734     18,249     28,873         43,546
   9       121,788     500,000    500,000        500,000     20,975     33,865         52,614     19,381     32,271         51,020
  10       138,922     500,000    500,000        500,000     19,523     34,798         58,266     19,523     34,798         58,266
 
  15       238,334           0    500,000        500,000          0     21,019         80,065          0     21,019         80,065
  20       365,212           0          0        500,000          0          0         71,684          0          0         71,684
  25       527,143           0          0              0          0          0              0          0          0              0
  30       733,814           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
                                  for years 1-12, 0.65% thereafter. See "Expense
                                  Data" at pages 6-7 of this Prospectus.
    
 
44
<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 6-7 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
                                  GUARANTEED BASIS (NON-NEW YORK)
    
 
<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 6-7 of this
                                  Prospectus.
    
 
46
<PAGE>
   
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $5,287 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
                                  GUARANTEED BASIS (NEW YORK)
    
 
   
<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         5,551     500,000    500,000     500,000      3,020      3,257       3,495          0          0           0
   2        11,380     500,000    500,000     500,000      5,974      6,639       7,335        609      1,274       1,970
   3        17,501     500,000    500,000     500,000      8,771     10,057      11,458      3,406      4,692       6,093
   4        23,927     500,000    500,000     500,000     11,400     13,500      15,883      6,035      8,135      10,518
   5        30,675     500,000    500,000     500,000     13,854     16,961      20,634      8,489     11,596      15,269
 
   6        37,760     500,000    500,000     500,000     16,123     20,429      25,734     11,831     16,137      21,442
   7        45,199     500,000    500,000     500,000     18,200     23,895      31,215     14,981     20,676      27,996
   8        53,010     500,000    500,000     500,000     20,071     27,344      37,104     17,925     25,198      34,958
   9        61,212     500,000    500,000     500,000     21,709     30,748      43,420     20,636     29,675      42,347
  10        69,824     500,000    500,000     500,000     23,115     34,103      50,211     23,115     34,103      50,211
 
  15       119,790     500,000    500,000     500,000     26,818     50,330      93,996     26,818     50,330      93,996
  20       183,561     500,000    500,000     500,000     23,180     63,773     161,796     23,180     63,773     161,796
  25       264,950     500,000    500,000     500,000      4,579     66,021     267,875      4,579     66,021     267,875
  30       368,825           0    500,000     500,000          0     43,685     448,785          0     43,685     448,785
</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
                                  for years 1-12, 0.65% thereafter. See "Expense
                                  Data" at pages 6-7 of this Prospectus.
    
 
                                                                              47
<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 6-7 of this Prospectus.
    
 
48
<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 (NON-NEW YORK)
    
 
<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 6-7 of this
                                  Prospectus.
    
 
                                                                              49
<PAGE>
   
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $8,278 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
                                  GUARANTEED BASIS (NEW YORK)
    
 
   
<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         8,692     500,000    500,000     500,000      4,099      4,450       4,804          0          0           0
   2        17,818     500,000    500,000     500,000      8,017      8,980       9,989      1,212      2,175       3,184
   3        27,401     500,000    500,000     500,000     11,681     13,515      15,518      4,876      6,710       8,713
   4        37,463     500,000    500,000     500,000     15,105     18,069      21,444      8,300     11,264      14,639
   5        46,028     500,000    500,000     500,000     18,280     22,633      27,803     11,475     15,828      20,998
 
   6        59,122     500,000    500,000     500,000     21,181     27,184      34,621     15,737     21,740      29,177
   7        70,770     500,000    500,000     500,000     23,753     31,662      41,895     19,670     27,579      37,812
   8        83,000     500,000    500,000     500,000     25,921     35,990      49,605     23,199     33,268      46,883
   9        95,842     500,000    500,000     500,000     27,584     40,057      57,708     26,223     38,696      56,347
  10       109,326     500,000    500,000     500,000     28,668     43,781      66,189     28,668     43,781      66,189
 
  15       187,559     500,000    500,000     500,000     24,424     55,821     116,290     24,424     55,821     116,290
  20       287,406           0    500,000     500,000          0     46,896     183,763          0     46,896     183,763
  25       414,839           0          0     500,000          0          0     272,171          0          0     272,171
  30       577,480           0          0     500,000          0          0     416,123          0          0     416,123
</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
                                  for years 1-12, 0.65% thereafter. See "Expense
                                  Data" at pages 6-7 of this Prospectus.
    
 
50
<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 6-7 of this Prospectus.
    
 
                                                                              51
<PAGE>
   
                 CG Variable Life Insurance Separate Account II
    
 
                                                                          CGVL-1
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1998
 
   
<TABLE>
<CAPTION>
                                                      AIM         AIM
                                                      V.I.        V.I.
                                                      CAPITAL     DIVERSIFIED
                                                      APPRECIATION INCOME
                                         COMBINED     SUBACCOUNT  SUBACCOUNT
<S>                                      <C>          <C>         <C>
- ----------------------------------------------------------------------------
ASSETS
  Investments at Market--Unaffiliated
     (Cost $43,415,652)                  $46,943,247  $2,822,511  $1,207,124
- ---------------------------------------  -----------  ----------  ----------
TOTAL ASSETS                              46,943,247   2,822,511   1,207,124
- ---------------------------------------
LIABILITY--
Payable to Connecticut General Life
   Insurance Company                           1,018          60          26
- ---------------------------------------  -----------  ----------  ----------
NET ASSETS                               $46,942,229  $2,822,451  $1,207,098
- ---------------------------------------  -----------  ----------  ----------
                                         -----------  ----------  ----------
Percent of net assets                         100.00%       6.01%       2.57%
- ---------------------------------------  -----------  ----------  ----------
                                         -----------  ----------  ----------
NET ASSETS ARE REPRESENTED BY:
  Units in accumulation period                           201,951      99,596
Unit value                                            $   13.976  $   12.120
                                                      ----------  ----------
- ---------------------------------------
NET ASSETS                                            $2,822,451  $1,207,098
                                                      ----------  ----------
                                                      ----------  ----------
- ---------------------------------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                         MFS         MFS
                                         EMERGING    TOTAL       MFS
                                         GROWTH      RETURN      UTILITIES
                                         SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                                      <C>         <C>         <C>
- -------------------------------------------------------------------------
ASSETS
  Investments at Market--Unaffiliated
     (Cost $43,415,652)                  $3,558,912  $1,129,625  $357,436
- ---------------------------------------  ----------  ----------  --------
TOTAL ASSETS                              3,558,912   1,129,625   357,436
- ---------------------------------------
LIABILITY--
Payable to Connecticut General Life
   Insurance Company                             74          25         8
- ---------------------------------------  ----------  ----------  --------
NET ASSETS                               $3,558,838  $1,129,600  $357,428
- ---------------------------------------  ----------  ----------  --------
                                         ----------  ----------  --------
Percent of net assets                          7.58%       2.41%     0.76%
- ---------------------------------------  ----------  ----------  --------
                                         ----------  ----------  --------
NET ASSETS ARE REPRESENTED BY:
  Units in accumulation period              231,907      77,859    20,836
Unit value                               $   15.346  $   14.508  $ 17.154
                                         ----------  ----------  --------
- ---------------------------------------
NET ASSETS                               $3,558,838  $1,129,600  $357,428
                                         ----------  ----------  --------
                                         ----------  ----------  --------
- ---------------------------------------
</TABLE>
    
 
SEE ACCOMPANYING NOTES.
 
CGVL-2
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                 CIGNA       CIGNA
                                                                 VARIABLE    VARIABLE    FIDELITY    FIDELITY  FIDELITY
                                         AIM         AIM         PRODUCTS    PRODUCTS    VIP         VIP II    VIP II
                                         V.I.        V.I.        MONEY       S&P 500     EQUITY      ASSET     INVESTMENT
                                         GROWTH      VALUE       MARKET      INDEX       INCOME      MANAGER   GRADE BOND
                                         SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT SUBACCOUNT
<S>                                      <C>         <C>         <C>         <C>         <C>         <C>       <C>
- -------------------------------------------------------------------------------------------------------------------------
ASSETS
  Investments at Market--Unaffiliated
     (Cost $43,415,652)                  $5,168,477  $6,937,948  $3,918,119  $3,551,527  $4,939,770  $580,754  $1,415,632
- ---------------------------------------  ----------  ----------  ----------  ----------  ----------  --------  ----------
TOTAL ASSETS                              5,168,477   6,937,948   3,918,119   3,551,527   4,939,770   580,754   1,415,632
- ---------------------------------------
LIABILITY--
Payable to Connecticut General Life
   Insurance Company                            111         151          91          76         108        13          30
- ---------------------------------------  ----------  ----------  ----------  ----------  ----------  --------  ----------
NET ASSETS                               $5,168,366  $6,937,797  $3,918,028  $3,551,451  $4,939,662  $580,741  $1,415,602
- ---------------------------------------  ----------  ----------  ----------  ----------  ----------  --------  ----------
                                         ----------  ----------  ----------  ----------  ----------  --------  ----------
Percent of net assets                         11.01%      14.78%       8.35%       7.57%      10.52%     1.24%       3.02%
- ---------------------------------------  ----------  ----------  ----------  ----------  ----------  --------  ----------
                                         ----------  ----------  ----------  ----------  ----------  --------  ----------
NET ASSETS ARE REPRESENTED BY:
  Units in accumulation period              292,640     380,388     350,336     241,569     320,565    39,554     114,144
Unit value                               $   17.661  $   18.239  $   11.184  $   14.702  $   15.409  $ 14.682  $   12.402
                                         ----------  ----------  ----------  ----------  ----------  --------  ----------
- ---------------------------------------
NET ASSETS                               $5,168,366  $6,937,797  $3,918,028  $3,551,451  $4,939,662  $580,741  $1,415,602
                                         ----------  ----------  ----------  ----------  ----------  --------  ----------
                                         ----------  ----------  ----------  ----------  ----------  --------  ----------
- ---------------------------------------
</TABLE>
    
   
<TABLE>
<CAPTION>
                                                                                                              TEMPLETON
                                                        OCC                                                   VARIABLE
                                         MFS            ACCUMULATION   OCC            OCC                     PRODUCTS
                                         WORLD          GLOBAL         ACCUMULATION   ACCUMULATION            ASSET
                                         GOVERNMENTS    EQUITY         MANAGED        SMALL CAPITALIZATION    ALLOCATION
                                         SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT              SUBACCOUNT
<S>                                      <C>            <C>            <C>            <C>                     <C>
- -----------------------------------------------------------------------------------------------------------------------------
ASSETS
  Investments at Market--Unaffiliated
     (Cost $43,415,652)                     $68,603     $  1,997,291   $  1,832,468         $1,497,481        $     1,131,502
- ---------------------------------------  ------------   ------------   ------------         ----------        ---------------
TOTAL ASSETS                                 68,603        1,997,291      1,832,468          1,497,481              1,131,502
- ---------------------------------------
LIABILITY--
Payable to Connecticut General Life
   Insurance Company                              1               43             40                 32                     25
- ---------------------------------------  ------------   ------------   ------------         ----------        ---------------
NET ASSETS                                  $68,602     $  1,997,248   $  1,832,428         $1,497,449        $     1,131,477
- ---------------------------------------  ------------   ------------   ------------         ----------        ---------------
                                         ------------   ------------   ------------         ----------        ---------------
Percent of net assets                          0.15%            4.25%          3.90%              3.19%                 %2.41
- ---------------------------------------  ------------   ------------   ------------         ----------        ---------------
                                         ------------   ------------   ------------         ----------        ---------------
NET ASSETS ARE REPRESENTED BY:
  Units in accumulation period                6,196          144,584        127,868            129,592                 83,852
Unit value                                  $11.072     $     13.814   $     14.331         $   11.555        $        13.494
                                         ------------   ------------   ------------         ----------        ---------------
- ---------------------------------------
NET ASSETS                                  $68,602     $  1,997,248   $  1,832,428         $1,497,449        $     1,131,477
                                         ------------   ------------   ------------         ----------        ---------------
                                         ------------   ------------   ------------         ----------        ---------------
- ---------------------------------------
 
<CAPTION>
                                         TEMPLETON         TEMPLETON
                                         VARIABLE          VARIABLE
                                         PRODUCTS          PRODUCTS
                                         INTERNATIONAL     STOCK
                                         SUBACCOUNT        SUBACCOUNT
<S>                                      <C>               <C>
- ---------------------------------------
ASSETS
  Investments at Market--Unaffiliated
     (Cost $43,415,652)                  $     3,690,874   $     1,137,193
- ---------------------------------------  ---------------   ---------------
TOTAL ASSETS                                   3,690,874         1,137,193
- ---------------------------------------
LIABILITY--
Payable to Connecticut General Life
   Insurance Company                                  79                25
- ---------------------------------------  ---------------   ---------------
NET ASSETS                               $     3,690,795   $     1,137,168
- ---------------------------------------  ---------------   ---------------
                                         ---------------   ---------------
Percent of net assets                              %7.86             %2.42
- ---------------------------------------  ---------------   ---------------
                                         ---------------   ---------------
NET ASSETS ARE REPRESENTED BY:
  Units in accumulation period                   266,538            91,947
Unit value                               $        13.847   $        12.368
                                         ---------------   ---------------
- ---------------------------------------
NET ASSETS                               $     3,690,795   $     1,137,168
                                         ---------------   ---------------
                                         ---------------   ---------------
- ---------------------------------------
</TABLE>
    
 
                                                                          CGVL-3
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
STATEMENT OF OPERATIONS
 
   
<TABLE>
<CAPTION>
                                         AIM            AIM
                                         V.I.           V.I.
                                         CAPITAL        DIVERSIFIED
                                         APPRECIATION   INCOME
                             COMBINED    SUBACCOUNT     SUBACCOUNT
<S>                          <C>         <C>            <C>
- ---------------------------------------------------------------------
Inception date                           May 6, 1996    May 22, 1996
Year Ended December 31,
   1996
Net Investment Income
   (Loss):
  Dividends from investment
     income                  $   10,201    $    321        $  3,336
  Dividends from net
     realized gains
    on investments               26,191          --              --
  Mortality and expense
     guarantees                  (3,686)       (385)            (88)
- ---------------------------  ----------  ------------   -------------
NET INVESTMENT INCOME
   (LOSS)                        32,706         (64)          3,248
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments               2,409         379              11
  Net change in unrealized
     appreciation or
     depreciation on
     investments                 52,539       2,251          (1,549)
- ---------------------------  ----------  ------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                   54,948       2,630          (1,538)
- ---------------------------  ----------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $   87,654    $  2,566        $  1,710
- ---------------------------  ----------  ------------   -------------
                             ----------  ------------   -------------
Year Ended December 31,
   1997
Net Investment Income
   (Loss):
  Dividends from investment
     income                  $  108,623    $    928        $    268
  Dividends from net
     realized gains on
     investments                246,338      11,932              --
  Mortality and expense
     guarantees                 (57,978)     (5,212)         (1,463)
- ---------------------------  ----------  ------------   -------------
NET INVESTMENT INCOME
   (LOSS)                       296,983       7,648          (1,195)
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments               6,715       1,490              66
  Net change in unrealized
     appreciation or
     depreciation on
     investments                683,612      64,842          18,333
- ---------------------------  ----------  ------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                  690,327      66,332          18,399
- ---------------------------  ----------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $  987,310    $ 73,980        $ 17,204
- ---------------------------  ----------  ------------   -------------
                             ----------  ------------   -------------
Year Ended December 31,
   1998
Net Investment Income
   (Loss):
  Dividends from investment
     income                  $  511,951    $  3,920        $ 58,349
  Dividends from net
     realized gains on
     investments              1,163,087      69,449          18,616
  Mortality and expense
     guarantees                (250,401)    (15,128)         (6,864)
- ---------------------------  ----------  ------------   -------------
NET INVESTMENT INCOME
   (LOSS)                     1,424,637      58,241          70,101
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments             206,338      55,523           8,059
  Net change in unrealized
     appreciation or
     depreciation on
     investments              2,791,444     298,578         (71,880)
- ---------------------------  ----------  ------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                2,997,782     354,101         (63,821)
- ---------------------------  ----------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $4,422,419    $412,342        $  6,280
- ---------------------------  ----------  ------------   -------------
                             ----------  ------------   -------------
</TABLE>
    
 
SEE ACCOMPANYING NOTES.
 
CGVL-4
<PAGE>
   
<TABLE>
<CAPTION>
                                                            CIGNA          CIGNA
                                                            VARIABLE       VARIABLE        FIDELITY       FIDELITY
                             AIM             AIM            PRODUCTS       PRODUCTS        VIP            VIP II
                             V.I.            V.I.           MONEY          S&P 500         EQUITY         ASSET
                             GROWTH          VALUE          MARKET         INDEX           INCOME         MANAGER
                             SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
<S>                          <C>             <C>            <C>            <C>             <C>            <C>
- -----------------------------------------------------------------------------------------------------------------------
Inception date               May 22, 1996    May 6, 1996    May 6, 1996    May 23, 1997    May 6, 1996    July 1, 1996
Year Ended December 31,
   1996
Net Investment Income
   (Loss):
  Dividends from investment
     income                     $    833      $    1,608     $    2,053       $     --       $     --        $     --
  Dividends from net
     realized gains
    on investments                 9,355          15,593             --             --             --              --
  Mortality and expense
     guarantees                     (282)           (468)          (315)            --           (322)            (89)
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INVESTMENT INCOME
   (LOSS)                          9,906          16,733          1,738             --           (322)            (89)
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                  337             337             --             --            350             344
  Net change in unrealized
     appreciation or
     depreciation on
     investments                  (9,782)         (3,822)            --             --          5,635           1,319
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                    (9,445)         (3,485)            --             --          5,985           1,663
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS              $    461      $   13,248     $    1,738       $     --       $  5,663        $  1,574
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
                             -------------   ------------   ------------   -------------   ------------   -------------
Year Ended December 31,
   1997
Net Investment Income
   (Loss):
  Dividends from investment
     income                     $  6,858      $   17,630     $   29,019       $  7,320       $  6,926        $  3,086
  Dividends from net
     realized gains on
     investments                  51,743          54,124             --          7,320         34,821           7,741
  Mortality and expense
     guarantees                   (6,870)         (8,405)        (4,540)          (402)        (5,823)           (956)
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INVESTMENT INCOME
   (LOSS)                         51,731          63,349         24,479         14,238         35,924           9,871
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                  375           1,561             --           (650)           635             143
  Net change in unrealized
     appreciation or
     depreciation on
     investments                 114,550         112,220             --         (6,932)       126,200          12,884
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                   114,925         113,781             --         (7,582)       126,835          13,027
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS              $166,656      $  177,130     $   24,479       $  6,656       $162,759        $ 22,898
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
                             -------------   ------------   ------------   -------------   ------------   -------------
Year Ended December 31,
   1998
Net Investment Income
   (Loss):
  Dividends from investment
     income                     $ 15,840      $   31,605     $  137,671       $ 66,765       $ 21,543        $  9,902
  Dividends from net
     realized gains on
     investments                 296,979         279,532             --         27,185         76,669          29,708
  Mortality and expense
     guarantees                  (25,643)        (34,701)       (22,073)       (16,065)       (28,302)         (3,593)
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INVESTMENT INCOME
   (LOSS)                        287,176         276,436        115,598         77,885         69,910          36,017
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments               60,325          31,568              3          3,274         (1,222)          2,199
  Net change in unrealized
     appreciation or
     depreciation on
     investments                 609,366         966,927             --        414,198        133,848          29,654
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                   669,691         998,495              3        417,472        132,626          31,853
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS              $956,867      $1,274,931     $  115,601       $495,357       $202,536        $ 67,870
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
                             -------------   ------------   ------------   -------------   ------------   -------------
 
<CAPTION>
 
                             FIDELITY
                             VIP II         MFS
                             INVESTMENT     EMERGING
                             GRADE BOND     GROWTH
                             SUBACCOUNT     SUBACCOUNT
<S>                          <C>            <C>
- ---------------------------
Inception date               May 6, 1996    May 23, 1997
Year Ended December 31,
   1996
Net Investment Income
   (Loss):
  Dividends from investment
     income                     $    --        $     --
  Dividends from net
     realized gains
    on investments                   --              --
  Mortality and expense
     guarantees                     (32)             --
- ---------------------------  ------------   -------------
NET INVESTMENT INCOME
   (LOSS)                           (32)             --
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                   4              --
  Net change in unrealized
     appreciation or
     depreciation on
     investments                    (66)             --
- ---------------------------  ------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                      (62)             --
- ---------------------------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS              $   (94)       $     --
- ---------------------------  ------------   -------------
                             ------------   -------------
Year Ended December 31,
   1997
Net Investment Income
   (Loss):
  Dividends from investment
     income                     $ 2,535        $     --
  Dividends from net
     realized gains on
     investments                     --              --
  Mortality and expense
     guarantees                    (635)           (481)
- ---------------------------  ------------   -------------
NET INVESTMENT INCOME
   (LOSS)                         1,900            (481)
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                  68             122
  Net change in unrealized
     appreciation or
     depreciation on
     investments                  5,634          (3,444)
- ---------------------------  ------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                    5,702          (3,322)
- ---------------------------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS              $ 7,602        $ (3,803)
- ---------------------------  ------------   -------------
                             ------------   -------------
Year Ended December 31,
   1998
Net Investment Income
   (Loss):
  Dividends from investment
     income                     $36,965        $     --
  Dividends from net
     realized gains on
     investments                  4,386           8,732
  Mortality and expense
     guarantees                  (7,850)        (15,783)
- ---------------------------  ------------   -------------
NET INVESTMENT INCOME
   (LOSS)                        33,501          (7,051)
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                (639)          4,854
  Net change in unrealized
     appreciation or
     depreciation on
     investments                 37,295         535,053
- ---------------------------  ------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                   36,656         539,907
- ---------------------------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS              $70,157        $532,856
- ---------------------------  ------------   -------------
                             ------------   -------------
</TABLE>
    
 
                                                                          CGVL-5
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
STATEMENT OF OPERATIONS (CONTINUED)
 
   
<TABLE>
<CAPTION>
                             MFS                                MFS
                             TOTAL           MFS                WORLD
                             RETURN          UTILITIES          GOVERNMENTS
                             SUBACCOUNT      SUBACCOUNT         SUBACCOUNT
<S>                          <C>             <C>                <C>
- ----------------------------------------------------------------------------
Inception date               May 28, 1996    August 19, 1996    May 6, 1996
Year Ended December 31,
   1996
Net Investment Income
   (Loss):
  Dividends from investment
     income                     $  1,859         $    135         $     --
  Dividends from net
     realized gains
    on investments                   808              350               --
  Mortality and expense
     guarantees                     (165)              (9)             (13)
- ---------------------------  -------------       --------       ------------
NET INVESTMENT INCOME
   (LOSS)                          2,502              476              (13)
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                   61               (1)              --
  Net change in unrealized
     appreciation or
     depreciation on
     investments                     656                9               24
- ---------------------------  -------------       --------       ------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                       717                8               24
- ---------------------------  -------------       --------       ------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS              $  3,219         $    484         $     11
- ---------------------------  -------------       --------       ------------
                             -------------       --------       ------------
Year Ended December 31,
   1997
Net Investment Income
   (Loss):
  Dividends from investment
     income                     $     --         $     --         $    184
  Dividends from net
     realized gains on
     investments                      --               --               83
  Mortality and expense
     guarantees                   (2,021)            (295)            (264)
- ---------------------------  -------------       --------       ------------
NET INVESTMENT INCOME
   (LOSS)                         (2,021)            (295)               3
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                 (284)             263              (97)
  Net change in unrealized
     appreciation or
     depreciation on
     investments                  47,191           11,922              389
- ---------------------------  -------------       --------       ------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                    46,907           12,185              292
- ---------------------------  -------------       --------       ------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS              $ 44,886         $ 11,890         $    295
- ---------------------------  -------------       --------       ------------
                             -------------       --------       ------------
Year Ended December 31,
   1998
Net Investment Income
   (Loss):
  Dividends from investment
     income                     $  8,336         $  1,821         $    636
  Dividends from net
     realized gains on
     investments                   9,802            8,257               --
  Mortality and expense
     guarantees                   (6,195)          (1,576)            (444)
- ---------------------------  -------------       --------       ------------
NET INVESTMENT INCOME
   (LOSS)                         11,943            8,502              192
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                7,044            1,169              953
  Net change in unrealized
     appreciation or
     depreciation on
     investments                  64,679           23,048            2,802
- ---------------------------  -------------       --------       ------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                    71,723           24,217            3,755
- ---------------------------  -------------       --------       ------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS              $ 83,666         $ 32,719         $  3,947
- ---------------------------  -------------       --------       ------------
                             -------------       --------       ------------
</TABLE>
    
 
SEE ACCOMPANYING NOTES.
 
CGVL-6
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                             TEMPLETON
                             OCC                             OCC             VARIABLE       TEMPLETON       TEMPLETON
                             ACCUMULATION    OCC             ACCUMULATION    PRODUCTS       VARIABLE        VARIABLE
                             GLOBAL          ACCUMULATION    SMALL           ASSET          PRODUCTS        PRODUCTS
                             EQUITY          MANAGED         CAPITALIZATION  ALLOCATION     INTERNATIONAL   STOCK
                             SUBACCOUNT      SUBACCOUNT      SUBACCOUNT      SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
<S>                          <C>             <C>             <C>             <C>            <C>             <C>
- -------------------------------------------------------------------------------------------------------------------------
Inception date                May 6, 1996    May 28, 1996    May 21, 1996    May 6, 1996    May 21, 1996    May 22, 1996
Year Ended December 31,
   1996
Net Investment Income
   (Loss):
  Dividends from investment
     income                    $      56        $    --        $       --       $    --        $     --        $     --
  Dividends from net
     realized gains
    on investments                    85             --                --            --              --              --
  Mortality and expense
     guarantees                      (24)          (375)             (281)         (244)           (473)           (121)
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INVESTMENT INCOME
   (LOSS)                            117           (375)             (281)         (244)           (473)           (121)
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                    7            174                26           249             156             (25)
  Net change in unrealized
     appreciation or
     depreciation on
     investments                     375         11,891             9,222         8,859          22,647           4,870
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                       382         12,065             9,248         9,108          22,803           4,845
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS             $     499        $11,690        $    8,967       $ 8,864        $ 22,330        $  4,724
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
                             -------------   -------------   -------------   ------------   -------------   -------------
Year Ended December 31,
   1997
Net Investment Income
   (Loss):
  Dividends from investment
     income                    $   2,055        $ 3,094        $    1,288       $11,456        $ 13,383        $  2,593
  Dividends from net
     realized gains on
     investments                  20,597          9,501             9,078        21,740           5,380          12,278
  Mortality and expense
     guarantees                     (775)        (4,070)           (3,063)       (3,943)         (6,215)         (2,545)
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INVESTMENT INCOME
   (LOSS)                         21,877          8,525             7,303        29,253          12,548          12,326
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                 (194)         2,945               (91)         (155)            577             (59)
  Net change in unrealized
     appreciation or
     depreciation on
     investments                 (23,062)        66,834            61,025        21,181          52,272           1,573
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                   (23,256)        69,779            60,934        21,026          52,849           1,514
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS             $  (1,379)       $78,304        $   68,237       $50,279        $ 65,397        $ 13,840
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
                             -------------   -------------   -------------   ------------   -------------   -------------
Year Ended December 31,
   1998
Net Investment Income
   (Loss):
  Dividends from investment
     income                    $  21,969        $ 7,820        $    2,748       $19,612        $ 42,417        $ 24,032
  Dividends from net
     realized gains on
     investments                  75,639         31,491            30,008        19,762          75,836         101,036
  Mortality and expense
     guarantees                  (10,667)       (11,163)           (8,948)       (6,840)        (19,950)         (8,616)
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INVESTMENT INCOME
   (LOSS)                         86,941         28,148            23,808        32,534          98,303         116,452
- ---------------------------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                4,640         10,006            (1,735)          339          16,189           3,789
  Net change in unrealized
     appreciation or
     depreciation on
     investments                (100,987)        12,273          (156,203)       17,093          45,028         (69,328)
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                   (96,347)        22,279          (157,938)       17,432          61,217         (65,539)
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS             $  (9,406)       $50,427        $ (134,130)      $49,966        $159,520        $ 50,913
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
                             -------------   -------------   -------------   ------------   -------------   -------------
</TABLE>
    
 
                                                                          CGVL-7
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS
 
   
<TABLE>
<CAPTION>
                                          AIM            AIM
                                          V.I.           V.I.
                                          CAPITAL        DIVERSIFIED
                                          APPRECIATION   INCOME
                             COMBINED     SUBACCOUNT     SUBACCOUNT
<S>                          <C>          <C>            <C>
- ----------------------------------------------------------------------
Inception date                            May 6, 1996    May 22, 1996
Changes From Operations:
  Net investment income
     (loss)                  $    32,706   $      (64)     $    3,248
  Net realized gain (loss)
     on investments                2,409          379              11
  Net change in unrealized
     appreciation or
     depreciation on
     investments                  52,539        2,251          (1,549)
- ---------------------------  -----------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                87,654        2,566           1,710
- ---------------------------
Change From Unit
   Transactions:
  Participant deposits, net
     of premium loads            575,260      101,952           1,147
  Participants transfers       2,544,023      207,039          80,113
  Participants withdrawals       (91,196)     (11,342)         (3,027)
- ---------------------------  -----------  ------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                3,028,087      297,649          78,233
- ---------------------------  -----------  ------------   -------------
TOTAL INCREASE IN NET
   ASSETS                      3,115,741      300,215          79,943
- ---------------------------  -----------  ------------   -------------
NET ASSETS AT DECEMBER 31,
   1996                        3,115,741      300,215          79,943
- ---------------------------
Changes From Operations:
  Net investment income
     (loss)                      296,983        7,648          (1,195)
  Net realized gain (loss)
     on investments                6,715        1,490              66
  Net change in unrealized
     appreciation or
     depreciation on
     investments                 683,612       64,842          18,333
- ---------------------------  -----------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS               987,310       73,980          17,204
- ---------------------------
Change From Unit
   Transactions:
  Participant deposits, net
     of premium loads          2,647,735      323,509          98,464
  Participants transfers       8,679,704      604,094         185,371
  Participants withdrawals      (942,013)     (92,701)        (33,075)
- ---------------------------  -----------  ------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS               10,385,426      834,902         250,760
- ---------------------------  -----------  ------------   -------------
TOTAL INCREASE IN NET
   ASSETS                     11,372,736      908,882         267,964
- ---------------------------  -----------  ------------   -------------
NET ASSETS AT DECEMBER 31,
   1997                       14,488,477    1,209,097         347,907
- ---------------------------
Changes From Operations:
  Net investment income
     (loss)                    1,424,637       58,241          70,101
  Net realized gain (loss)
     on investments              206,338       55,523           8,059
  Net change in unrealized
     appreciation or
     depreciation on
     investments               2,791,444      298,578         (71,880)
- ---------------------------  -----------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS             4,422,419      412,342           6,280
- ---------------------------
Change from unit
   transactions:
  Participant deposits, net
     of premium loads         19,241,251    1,009,560         355,110
  Participants transfers      12,939,075      424,370         591,814
  Participants withdrawals    (4,148,993)    (232,918)        (94,013)
- ---------------------------  -----------  ------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS               28,031,333    1,201,012         852,911
- ---------------------------  -----------  ------------   -------------
TOTAL INCREASE IN NET
   ASSETS                     32,453,752    1,613,354         859,191
- ---------------------------  -----------  ------------   -------------
NET ASSETS AT DECEMBER 31,
   1998                      $46,942,229   $2,822,451      $1,207,098
- ---------------------------  -----------  ------------   -------------
                             -----------  ------------   -------------
</TABLE>
    
 
SEE ACCOMPANYING NOTES.
 
CGVL-8
<PAGE>
   
<TABLE>
<CAPTION>
                                                            CIGNA          CIGNA
                                                            VARIABLE       VARIABLE        FIDELITY       FIDELITY
                             AIM             AIM            PRODUCTS       PRODUCTS        VIP            VIP II
                             V.I.            V.I.           MONEY          S&P 500         EQUITY         ASSET
                             GROWTH          VALUE          MARKET         INDEX           INCOME         MANAGER
                             SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
<S>                          <C>             <C>            <C>            <C>             <C>            <C>
- -----------------------------------------------------------------------------------------------------------------------
Inception date               May 22, 1996    May 6, 1996    May 6, 1996    May 23, 1997    May 6, 1996    July 1, 1996
Changes From Operations:
  Net investment income
     (loss)                    $    9,906     $   16,733     $    1,738      $       --     $     (322)      $    (89)
  Net realized gain (loss)
     on investments                   337            337             --              --            350            344
  Net change in unrealized
     appreciation or
     depreciation on
     investments                   (9,782)        (3,822)            --              --          5,635          1,319
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                    461         13,248          1,738              --          5,663          1,574
- ---------------------------
Change From Unit
   Transactions:
  Participant deposits, net
     of premium loads             108,913         94,506         29,639              --         40,360         25,510
  Participants transfers          292,966        306,773        162,260              --        260,509         42,284
  Participants withdrawals         (5,403)       (14,480)       (10,518)             --         (8,346)        (1,320)
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                   396,476        386,799        181,381              --        292,523         66,474
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
TOTAL INCREASE IN NET
   ASSETS                         396,937        400,047        183,119              --        298,186         68,048
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET ASSETS AT DECEMBER 31,
   1996                           396,937        400,047        183,119              --        298,186         68,048
- ---------------------------
Changes From Operations:
  Net investment income
     (loss)                        51,731         63,349         24,479          14,238         35,924          9,871
  Net realized gain (loss)
     on investments                   375          1,561             --            (650)           635            143
  Net change in unrealized
     appreciation or
     depreciation on
     investments                  114,550        112,220             --          (6,932)       126,200         12,884
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                166,656        177,130         24,479           6,656        162,759         22,898
- ---------------------------
Change From Unit
   Transactions:
  Participant deposits, net
     of premium loads             231,695        395,944         86,719          18,012        377,160         76,781
  Participants transfers          947,946      1,300,232        251,392         401,552        734,832        167,578
  Participants withdrawals       (108,614)      (136,315)       (64,689)        (10,135)      (105,591)       (12,875)
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                 1,071,027      1,559,861        273,422         409,429      1,006,401        231,484
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
TOTAL INCREASE IN NET
   ASSETS                       1,237,683      1,736,991        297,901         416,085      1,169,160        254,382
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET ASSETS AT DECEMBER 31,
   1997                         1,634,620      2,137,038        481,020         416,085      1,467,346        322,430
- ---------------------------
Changes From Operations:
  Net investment income
     (loss)                       287,176        276,436        115,598          77,885         69,910         36,017
  Net realized gain (loss)
     on investments                60,325         31,568              3           3,274         (1,222)         2,199
  Net change in unrealized
     appreciation or
     depreciation on
     investments                  609,366        966,927             --         414,198        133,848         29,654
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                956,867      1,274,931        115,601         495,357        202,536         67,870
- ---------------------------
Change from unit
   transactions:
  Participant deposits, net
     of premium loads           2,236,356      2,775,826      3,565,006         968,134      1,228,595        185,043
  Participants transfers          685,827      1,238,280        168,146       1,901,390      2,905,255         86,622
  Participants withdrawals       (345,304)      (488,278)      (411,745)       (229,515)      (864,070)       (81,224)
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                 2,576,879      3,525,828      3,321,407       2,640,009      3,269,780        190,441
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
TOTAL INCREASE IN NET
   ASSETS                       3,533,746      4,800,759      3,437,008       3,135,366      3,472,316        258,311
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
NET ASSETS AT DECEMBER 31,
   1998                        $5,168,366     $6,937,797     $3,918,028      $3,551,451     $4,939,662       $580,741
- ---------------------------  -------------   ------------   ------------   -------------   ------------   -------------
                             -------------   ------------   ------------   -------------   ------------   -------------
 
<CAPTION>
 
                             FIDELITY
                             VIP II         MFS
                             INVESTMENT     EMERGING
                             GRADE BOND     GROWTH
                             SUBACCOUNT     SUBACCOUNT
<S>                          <C>            <C>
- ---------------------------
Inception date               May 6, 1996    May 23, 1997
Changes From Operations:
  Net investment income
     (loss)                   $      (32)     $       --
  Net realized gain (loss)
     on investments                    4              --
  Net change in unrealized
     appreciation or
     depreciation on
     investments                     (66)             --
- ---------------------------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                   (94)             --
- ---------------------------
Change From Unit
   Transactions:
  Participant deposits, net
     of premium loads                668              --
  Participants transfers          41,527              --
  Participants withdrawals        (1,280)             --
- ---------------------------  ------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                   40,915              --
- ---------------------------  ------------   -------------
TOTAL INCREASE IN NET
   ASSETS                         40,821              --
- ---------------------------  ------------   -------------
NET ASSETS AT DECEMBER 31,
   1996                           40,821              --
- ---------------------------
Changes From Operations:
  Net investment income
     (loss)                        1,900            (481)
  Net realized gain (loss)
     on investments                   68             122
  Net change in unrealized
     appreciation or
     depreciation on
     investments                   5,634          (3,444)
- ---------------------------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                 7,602          (3,803)
- ---------------------------
Change From Unit
   Transactions:
  Participant deposits, net
     of premium loads             38,011          42,010
  Participants transfers         185,522         542,788
  Participants withdrawals       (14,963)         (6,856)
- ---------------------------  ------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                  208,570         577,942
- ---------------------------  ------------   -------------
TOTAL INCREASE IN NET
   ASSETS                        216,172         574,139
- ---------------------------  ------------   -------------
NET ASSETS AT DECEMBER 31,
   1997                          256,993         574,139
- ---------------------------
Changes From Operations:
  Net investment income
     (loss)                       33,501          (7,051)
  Net realized gain (loss)
     on investments                 (639)          4,854
  Net change in unrealized
     appreciation or
     depreciation on
     investments                  37,295         535,053
- ---------------------------  ------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                70,157         532,856
- ---------------------------
Change from unit
   transactions:
  Participant deposits, net
     of premium loads            258,154       1,756,960
  Participants transfers         929,300         885,544
  Participants withdrawals       (99,002)       (190,661)
- ---------------------------  ------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                1,088,452       2,451,843
- ---------------------------  ------------   -------------
TOTAL INCREASE IN NET
   ASSETS                      1,158,609       2,984,699
- ---------------------------  ------------   -------------
NET ASSETS AT DECEMBER 31,
   1998                       $1,415,602      $3,558,838
- ---------------------------  ------------   -------------
                             ------------   -------------
</TABLE>
    
 
                                                                          CGVL-9
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
 
   
<TABLE>
<CAPTION>
                             MFS                                MFS
                             TOTAL           MFS                WORLD
                             RETURN          UTILITIES          GOVERNMENTS
                             SUBACCOUNT      SUBACCOUNT         SUBACCOUNT
<S>                          <C>             <C>                <C>
- ----------------------------------------------------------------------------
Inception date               May 28, 1996    August 19, 1996    May 6, 1996
Changes From Operations:
  Net investment income
     (loss)                    $    2,502        $    476          $   (13)
  Net realized gain (loss)
     on investments                    61              (1)              --
  Net change in unrealized
     appreciation or
     depreciation on
     investments                      656               9               24
- ---------------------------  -------------       --------       ------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                  3,219             484               11
- ---------------------------
Change From Unit
   Transactions:
  Participant deposits, net
     of premium loads              42,659              64            2,843
  Participants transfers           82,784           5,527            7,813
  Participants withdrawals         (2,564)           (256)            (626)
- ---------------------------  -------------       --------       ------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                   122,879           5,335           10,030
- ---------------------------  -------------       --------       ------------
TOTAL INCREASE IN NET
   ASSETS                         126,098           5,819           10,041
- ---------------------------  -------------       --------       ------------
NET ASSETS AT DECEMBER 31,
   1996                           126,098           5,819           10,041
- ---------------------------
Changes From Operations:
  Net investment income
     (loss)                        (2,021)           (295)               3
  Net realized gain (loss)
     on investments                  (284)            263              (97)
  Net change in unrealized
     appreciation or
     depreciation on
     investments                   47,191          11,922              389
- ---------------------------  -------------       --------       ------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                 44,886          11,890              295
- ---------------------------
Change From Unit
   Transactions:
  Participant deposits, net
     of premium loads              99,400          36,123           24,376
  Participants transfers          247,244          41,549           18,935
  Participants withdrawals        (26,686)         (7,388)          (4,737)
- ---------------------------  -------------       --------       ------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                   319,958          70,284           38,574
- ---------------------------  -------------       --------       ------------
TOTAL INCREASE IN NET
   ASSETS                         364,844          82,174           38,869
- ---------------------------  -------------       --------       ------------
NET ASSETS AT DECEMBER 31,
   1997                           490,942          87,993           48,910
- ---------------------------
Changes From Operations:
  Net investment income
     (loss)                        11,943           8,502              192
  Net realized gain (loss)
     on investments                 7,044           1,169              953
  Net change in unrealized
     appreciation or
     depreciation on
     investments                   64,679          23,048            2,802
- ---------------------------  -------------       --------       ------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                 83,666          32,719            3,947
- ---------------------------
Change from unit
   transactions:
  Participant deposits, net
     of premium loads             347,693         128,259           31,013
  Participants transfers          307,702         138,245           (6,513)
  Participants withdrawals       (100,403)        (29,788)          (8,755)
- ---------------------------  -------------       --------       ------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                   554,992         236,716           15,745
- ---------------------------  -------------       --------       ------------
TOTAL INCREASE IN NET
   ASSETS                         638,658         269,435           19,692
- ---------------------------  -------------       --------       ------------
NET ASSETS AT DECEMBER 31,
   1998                        $1,129,600        $357,428          $68,602
- ---------------------------  -------------       --------       ------------
                             -------------       --------       ------------
</TABLE>
    
 
SEE ACCOMPANYING NOTES.
 
CGVL-10
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                             TEMPLETON
                             OCC                             OCC             VARIABLE       TEMPLETON       TEMPLETON
                             ACCUMULATION    OCC             ACCUMULATION    PRODUCTS       VARIABLE        VARIABLE
                             GLOBAL          ACCUMULATION    SMALL           ASSET          PRODUCTS        PRODUCTS
                             EQUITY          MANAGED         CAPITALIZATION  ALLOCATION     INTERNATIONAL   STOCK
                             SUBACCOUNT      SUBACCOUNT      SUBACCOUNT      SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
<S>                          <C>             <C>             <C>             <C>            <C>             <C>
- -------------------------------------------------------------------------------------------------------------------------
Inception date                May 6, 1996    May 28, 1996    May 21, 1996    May 6, 1996    May 21, 1996    May 22, 1996
Changes From Operations:
  Net investment income
     (loss)                    $      117      $     (375)     $     (281)    $     (244)     $     (473)     $     (121)
  Net realized gain (loss)
     on investments                     7             174              26            249             156             (25)
  Net change in unrealized
     appreciation or
     depreciation on
     investments                      375          11,891           9,222          8,859          22,647           4,870
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                    499          11,690           8,967          8,864          22,330           4,724
- ---------------------------
Change From Unit
   Transactions:
  Participant deposits, net
     of premium loads               1,678          31,531          16,598          8,075          60,621           8,496
  Participants transfers           14,816         207,398         150,455        297,737         302,403          81,619
  Participants withdrawals           (938)         (8,015)         (5,644)        (2,299)        (11,795)         (3,343)
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                    15,556         230,914         161,409        303,513         351,229          86,772
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
TOTAL INCREASE IN NET
   ASSETS                          16,055         242,604         170,376        312,377         373,559          91,496
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET ASSETS AT DECEMBER 31,
   1996                            16,055         242,604         170,376        312,377         373,559          91,496
- ---------------------------
Changes From Operations:
  Net investment income
     (loss)                        21,877           8,525           7,303         29,253          12,548          12,326
  Net realized gain (loss)
     on investments                  (194)          2,945             (91)          (155)            577             (59)
  Net change in unrealized
     appreciation or
     depreciation on
     investments                  (23,062)         66,834          61,025         21,181          52,272           1,573
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                 (1,379)         78,304          68,237         50,279          65,397          13,840
- ---------------------------
Change From Unit
   Transactions:
  Participant deposits, net
     of premium loads              74,232         146,100         122,875         39,996         323,144          93,184
  Participants transfers          376,844         561,866         414,959        300,264         908,409         488,327
  Participants withdrawals        (14,788)        (78,439)        (47,040)       (26,584)       (112,114)        (38,423)
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                   436,288         629,527         490,794        313,676       1,119,439         543,088
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
TOTAL INCREASE IN NET
   ASSETS                         434,909         707,831         559,031        363,955       1,184,836         556,928
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET ASSETS AT DECEMBER 31,
   1997                           450,964         950,435         729,407        676,332       1,558,395         648,424
- ---------------------------
Changes From Operations:
  Net investment income
     (loss)                        86,941          28,148          23,808         32,534          98,303         116,452
  Net realized gain (loss)
     on investments                 4,640          10,006          (1,735)           339          16,189           3,789
  Net change in unrealized
     appreciation or
     depreciation on
     investments                 (100,987)         12,273        (156,203)        17,093          45,028         (69,328)
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS                 (9,406)         50,427        (134,130)        49,966         159,520          50,913
- ---------------------------
Change from unit
   transactions:
  Participant deposits, net
     of premium loads           1,516,473         447,299         515,465        326,720       1,314,817         274,768
  Participants transfers          140,459         563,427         537,753        143,367         999,820         298,267
  Participants withdrawals       (101,242)       (179,160)       (151,046)       (64,908)       (341,757)       (135,204)
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET INCREASE IN NET ASSETS
   RESULTING FROM UNIT
   TRANSACTIONS                 1,555,690         831,566         902,172        405,179       1,972,880         437,831
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
TOTAL INCREASE IN NET
   ASSETS                       1,546,284         881,993         768,042        455,145       2,132,400         488,744
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
NET ASSETS AT DECEMBER 31,
   1998                        $1,997,248      $1,832,428      $1,497,449     $1,131,477      $3,690,795      $1,137,168
- ---------------------------  -------------   -------------   -------------   ------------   -------------   -------------
                             -------------   -------------   -------------   ------------   -------------   -------------
</TABLE>
    
 
                                                                         CGVL-11
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS
 
1.  ACCOUNTING POLICIES & ACCOUNT INFORMATION
 
    THE ACCOUNT:
 
   
    CG Variable Life Insurance Separate Account II (the Variable Account) is a
    segregated investment account of Connecticut General Life Insurance Company
    (CG Life) and is registered as a unit investment trust with the Securities
    and Exchange Commission under the Investment Company Act of 1940, as
    amended. The operations of the Variable Account are part of the operations
    of CG Life. The assets and liabilities of the Variable Account are clearly
    identified and distinguished from other assets and liabilities of CG Life.
    The assets of the Variable Account are owned by CG Life, are not available
    to meet the general obligations of CG Life and are held for the exclusive
    benefit of the participants.
    
 
   
    Effective January 1, 1998, CG Life contracted the administrative servicing
    obligations to its individual variable life business to The Lincoln National
    Life Insurance Company (Lincoln Life) and Lincoln Life & Annuity Company of
    New York (LLANY). Although CG Life is responsible for all policy terms and
    conditions, Lincoln Life and LLANY are responsible for servicing the
    individual life contracts, including the payment of benefits, oversight of
    investment management and contract administration.
    
 
    BASIS OF PRESENTATION:
 
    The accompanying financial statements have been prepared in accordance with
    generally accepted accounting principles for unit investment trusts.
 
    INVESTMENTS:
 
   
    The assets of the Variable Account are divided into variable sub-accounts
    each of which is invested in shares of one of nineteen portfolios (the
    Funds) of seven diversified open-ended management investment companies, each
    portfolio with its own investment objective. Funds in which the variable
    subaccounts invest are as follows:
    
 
    AIM Variable Insurance Funds, Inc.:
 
      AIM V.I. Capital Appreciation Fund
      AIM V.I. Diversified Income Fund
      AIM V.I. Growth Fund
      AIM V.I. Value Fund
 
    CIGNA Variable Products Group:
 
      CIGNA Variable Products Money Market Fund
      CIGNA Variable Products S&P 500 Index Fund
 
    Fidelity Variable Insurance Products Fund:
 
      Fidelity VIP Equity Income Portfolio
 
    Fidelity Variable Insurance Products Fund II:
 
      Fidelity VIP II Asset Manager Portfolio
      Fidelity VIP II Investment Grade Bond Portfolio
 
    MFS Variable Insurance Trust:
 
      MFS Emerging Growth Series
      MFS Total Return Series
      MFS Utilities Series
      MFS World Governments Series
 
    OCC Accumulation Trust:
 
      OCC Accumulation Global Equity Portfolio
      OCC Accumulation Managed Portfolio
      OCC Accumulation Small Capitalization Portfolio
 
    Templeton Variable Product Series Fund:
 
      Templeton Variable Product Asset Allocation Fund
      Templeton Variable Product International Fund
      Templeton Variable Product Stock Fund
 
    Investment in the Funds are stated at the closing net asset value per share
    on December 31, 1998, which approximates fair value. The difference between
    cost and fair value is reflected as unrealized appreciation and depreciation
    of investments.
 
    Investment transactions are accounted for on a trade date basis. The cost of
    investments sold is determined by the average cost method.
 
    DIVIDENDS:
 
    Dividends paid to the Variable Account are automatically reinvested in
    shares of the Funds on the payable date. Dividend income is recorded on the
    ex-dividend date.
 
CGVL-12
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
1.  ACCOUNTING POLICIES & ACCOUNT INFORMATION (CONTINUED)
    FEDERAL INCOME TAXES:
 
    Operations of the Variable Account form a part of and are taxed with
    operations of CG Life, which is taxed as a life insurance company under the
    Internal Revenue Code. The Variable Account will not be taxed as a regulated
    investment company under Subchapter M of the Internal Revenue Code. Using
    current federal income tax law, no federal income taxes are payable with
    respect to the Variable Account's net investment income and the net realized
    gain on investments.
 
2.  MORTALITY AND EXPENSE GUARANTEES & OTHER TRANSACTIONS WITH AFFILIATES
 
    CG Life charges each variable sub-account, for mortality and expense risk, a
    daily deduction, equivalent to .80% per year during the first twelve policy
    years and .55% per year thereafter. The mortality and expense risk charges,
    for each sub-account, are reported on the Statement of Operations.
 
    CG Life deducts a premium load of 5% of each premium payment to cover state
    taxes and Federal income tax liabilities.
 
    CG Life charges a monthly administrative fee of $15 in the first policy year
    and $5 in subsequent policy years. This charge is for items such as premium
    billing and collection, policy value calculation, confirmations and periodic
    reports.
 
    CG Life charges a monthly deduction for the cost of insurance and any
    charges for supplemental riders. The cost of insurance charge depends on the
    attained age, risk classification, gender classification (in accordance with
    state law) and the current net amount at risk. On a monthly basis, the
    administrative fee and the cost of insurance charge are deducted
    proportionately from the value of each variable sub-account and/or fixed
    account funding option. The fixed account is part of the general account of
    Lincoln Life and is not included in these financial statements.
 
   
    Under certain circumstances, CG Life reserves the right to charge a transfer
    fee of up to $25 for transfers between sub-accounts. No transfer fees for
    the variable sub-accounts were deducted for the period ended December 31,
    1998.
    
 
                                                                         CGVL-13
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
2.  MORTALITY AND EXPENSE GUARANTEES & OTHER TRANSACTIONS WITH AFFILIATES
    (CONTINUED)
    The fees charged by CG Life for premium loads (deducted from premium
    payments), administrative fees and the amount deducted for the cost of
    insurance, both of which are included in participant withdrawals, for
    variable sub-accounts for the year ended December 31, 1998, amounted to:
 
<TABLE>
<CAPTION>
                                                                                      Cost of
                                                           Premium   Administrative  Insurance
                      Sub-Accounts                          Loads        Fees        Deduction
- --------------------------------------------------------  ---------  -------------  -----------
<S>                                                       <C>        <C>            <C>
AIM V.I. Capital Appreciation Subaccount                  $  52,992    $  13,468     $ 210,246
AIM V.I. Diversified Income Subaccount                       18,669        6,106        83,591
AIM V.I. Growth Subaccount                                  117,424       12,502       302,713
AIM V.I. Value Subaccount                                   145,463       22,995       430,283
CIGNA Variable Products Money Market Subaccount             187,592        6,983       399,774
CIGNA Variable Products S&P 500 Index Subaccount             50,374        8,151       220,741
Fidelity VIP Equity Income Subaccount                        64,453       14,215       777,767
Fidelity VIP II Asset Manager Subaccount                      9,689        1,513        30,678
Fidelity VIP II Investment Grade Bond Subaccount             13,458        4,134        83,768
MFS Emerging Growth Subaccount                               91,998        6,445       167,072
MFS Total Return Subaccount                                  18,210        4,937        86,422
MFS Utilities Subaccount                                      6,749        2,352        27,377
MFS World Governments Subaccount                              1,632          909         7,733
OCC Accumulation Global Equity Subaccount                    79,743        2,197        92,426
OCC Accumulation Managed Subaccount                          23,027        8,480       165,378
OCC Accumulation Small Capitalization Subaccount             26,903        8,021       134,678
Templeton Variable Products Asset Allocation Subaccount      17,114        1,943        62,532
Templeton Variable Products International Subaccount         68,635       15,754       304,788
Templeton Variable Products Stock Subaccount                 14,444        6,113       103,290
</TABLE>
 
    CG Life, upon full surrender of a policy, may charge a surrender charge.
    This charge is in part a deferred sales charge and in part a recovery of
    certain first year administrative costs. The amount of the surrender charge,
    if any, will depend on the amount of the death benefit, the amount of
    premium payments made during the first two policy years and the age of the
    policy. In no event will the surrender charge exceed the maximum allowed by
    state or Federal law. No surrender charge is imposed on a partial surrender,
    but an administrative fee of $25 is imposed, allocated pro-rata among the
    variable sub-accounts (and, where applicable, the fixed account) from which
    the partial surrender proceeds are taken. Full surrender charges and partial
    surrender administrative charges paid to CG Life attributable to the
    variable sub-accounts for the year ended December 31, 1998 were $107,470.
 
CGVL-14
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
  THIS PAGE WAS INTENTIONALLY LEFT BLANK.
 
                                                                         CGVL-15
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
3.  NET ASSETS
 
    The following is a summary of net assets owned at
    December 31, 1998.
 
<TABLE>
<CAPTION>
                                          AIM         AIM
                                          V.I.        V.I.
                                          CAPITAL     DIVERSIFIED
                                          APPRECIATION INCOME
                             COMBINED     SUBACCOUNT  SUBACCOUNT
<S>                          <C>          <C>         <C>
- ----------------------------------------------------------------
Unit Transactions:
Accumulation units           $41,444,846  $2,333,563  $1,181,904
Accumulated net investment
   income (loss)               1,754,326      65,825      72,154
Accumulated net realized
   gain (loss) on
   investments                   215,462      57,392       8,136
- ---------------------------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                 3,527,595     365,671     (55,096)
- ---------------------------  -----------  ----------  ----------
                             $46,942,229  $2,822,451  $1,207,098
                             -----------  ----------  ----------
                             -----------  ----------  ----------
</TABLE>
 
<TABLE>
<CAPTION>
                             MFS         MFS
                             EMERGING    TOTAL       MFS
                             GROWTH      RETURN      UTILITIES
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                          <C>         <C>         <C>
- -------------------------------------------------------------
Unit Transactions:
Accumulation units           $3,029,785  $  997,829  $312,335
Accumulated net investment
   income (loss)                 (7,532)     12,424     8,683
Accumulated net realized
   gain (loss) on
   investments                    4,976       6,821     1,431
- ---------------------------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                  531,609     112,526    34,979
- ---------------------------  ----------  ----------  --------
                             $3,558,838  $1,129,600  $357,428
                             ----------  ----------  --------
                             ----------  ----------  --------
</TABLE>
 
CGVL-16
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                     CIGNA       CIGNA
                                                     VARIABLE    VARIABLE    FIDELITY    FIDELITY  FIDELITY
                             AIM         AIM         PRODUCTS    PRODUCTS    VIP         VIP II    VIP II
                             V.I.        V.I.        MONEY       S&P 500     EQUITY      ASSET     INVESTMENT
                             GROWTH      VALUE       MARKET      INDEX       INCOME      MANAGER   GRADE BOND
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT SUBACCOUNT
<S>                          <C>         <C>         <C>         <C>         <C>         <C>       <C>
- -------------------------------------------------------------------------------------------------------------
Unit Transactions:
Accumulation units           $4,044,382  $5,472,488  $3,776,210  $3,049,438  $4,568,704  $488,399  $1,337,937
Accumulated net investment
   income (loss)                348,813     356,518     141,815      92,123     105,512    45,799      35,369
Accumulated net realized
   gain (loss) on
   investments                   61,037      33,466           3       2,624        (237)    2,686        (567)
- ---------------------------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                  714,134   1,075,325          --     407,266     265,683    43,857      42,863
- ---------------------------  ----------  ----------  ----------  ----------  ----------  --------  ----------
                             $5,168,366  $6,937,797  $3,918,028  $3,551,451  $4,939,662  $580,741  $1,415,602
                             ----------  ----------  ----------  ----------  ----------  --------  ----------
                             ----------  ----------  ----------  ----------  ----------  --------  ----------
</TABLE>
<TABLE>
<CAPTION>
                                                                                                  TEMPLETON
                                            OCC                                                   VARIABLE          TEMPLETON
                             MFS            ACCUMULATION   OCC            OCC                     PRODUCTS          VARIABLE
                             WORLD          GLOBAL         ACCUMULATION   ACCUMULATION            ASSET             PRODUCTS
                             GOVERNMENTS    EQUITY         MANAGED        SMALL CAPITALIZATION    ALLOCATION        INTERNATIONAL
                             SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT              SUBACCOUNT        SUBACCOUNT
<S>                          <C>            <C>            <C>            <C>                     <C>               <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Unit Transactions:
Accumulation units              $64,349     $  2,007,534   $  1,692,007         $1,554,375        $     1,022,368   $     3,443,548
Accumulated net investment
   income (loss)                    182          108,935         36,298             30,830                 61,543           110,378
Accumulated net realized
   gain (loss) on
   investments                      856            4,453         13,125             (1,800)                   433            16,922
- ---------------------------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                    3,215         (123,674)        90,998            (85,956)                47,133           119,947
- ---------------------------  ------------   ------------   ------------         ----------        ---------------   ---------------
                                $68,602     $  1,997,248   $  1,832,428         $1,497,449        $     1,131,477   $     3,690,795
                             ------------   ------------   ------------         ----------        ---------------   ---------------
                             ------------   ------------   ------------         ----------        ---------------   ---------------
 
<CAPTION>
 
                             TEMPLETON
                             VARIABLE
                             PRODUCTS
                             STOCK
                             SUBACCOUNT
<S>                          <C>
- ---------------------------
Unit Transactions:
Accumulation units           $     1,067,691
Accumulated net investment
   income (loss)                     128,657
Accumulated net realized
   gain (loss) on
   investments                         3,705
- ---------------------------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                       (62,885)
- ---------------------------  ---------------
                             $     1,137,168
                             ---------------
                             ---------------
</TABLE>
 
                                                                         CGVL-17
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
   
4.  PURCHASES AND SALES OF INVESTMENTS
    
 
    The aggregate cost of investments purchased and the
    aggregate proceeds from investments sold were as follows
    for 1998.
 
<TABLE>
<CAPTION>
                                               Aggregate    Aggregate
                                               Cost of      Proceeds
                                               Purchases    from Sales
                                               ------------------------
<S>                                            <C>          <C>
AIM V.I. Capital Appreciation Fund             $ 2,065,943  $   806,631
- ---------------------------------------------
AIM V.I. Diversified Income Fund                 1,189,827      266,789
- ---------------------------------------------
AIM V.I. Growth Fund                             3,749,766      885,600
- ---------------------------------------------
AIM V.I. Value Fund                              4,344,412      541,997
- ---------------------------------------------
CIGNA Variable Products Money Market Fund        9,184,335    5,747,239
- ---------------------------------------------
CIGNA Variable Products S&P 500 Index Fund       2,912,179      194,209
- ---------------------------------------------
Fidelity VIP Equity Income Portfolio             4,246,762      906,963
- ---------------------------------------------
Fidelity VIP II Asset Manager Portfolio            458,448      231,977
- ---------------------------------------------
Fidelity VIP II Investment Grade Bond
Portfolio                                        1,260,752      138,770
- ---------------------------------------------
MFS Emerging Growth Series                       3,085,735      640,869
- ---------------------------------------------
MFS Total Return Series                            680,102      113,142
- ---------------------------------------------
MFS Utilities Series                               260,738       15,512
- ---------------------------------------------
MFS World Governments Series                        49,986       34,048
- ---------------------------------------------
OCC Accumulation Global Equity Portfolio         2,165,174      522,500
- ---------------------------------------------
OCC Accumulation Managed Portfolio               1,064,040      204,286
- ---------------------------------------------
OCC Accumulation Small Capitalization
Portfolio                                        1,218,891      292,879
- ---------------------------------------------
Templeton Variable Products Asset Allocation
Fund                                               590,472      152,733
- ---------------------------------------------
Templeton Variable Products International
Fund                                             2,418,498      347,236
- ---------------------------------------------
Templeton Variable Products Stock Fund           1,254,516      700,207
- ---------------------------------------------
                                               -----------  -----------
                                               $42,200,576  $12,743,587
                                               -----------  -----------
                                               -----------  -----------
</TABLE>
 
CGVL-18
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT II
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
5.  INVESTMENTS
 
    The following is a summary of investments owned at
    December 31, 1998.
 
<TABLE>
<CAPTION>
                                                                            Net
                                                              Shares        Asset   Value of     Cost of
                                                              Outstanding   Value   Shares       Shares
                                                              ----------------------------------------------
<S>                                                           <C>           <C>     <C>          <C>
AIM V.I. Capital Appreciation Fund                               112,004    $25.20  $ 2,822,511  $ 2,456,840
                         -----------------------------------
AIM V.I. Diversified Income Fund                                 110,340     10.94    1,207,124    1,262,220
                         -----------------------------------
AIM V.I. Growth Fund                                             208,406     24.80    5,168,477    4,454,343
                         -----------------------------------
AIM V.I. Value Fund                                              264,303     26.25    6,937,948    5,862,623
                         -----------------------------------
CIGNA Variable Products Money Market Fund                      3,918,119      1.00    3,918,119    3,918,119
                         -----------------------------------
CIGNA Variable Products S&P 500 Index Fund                       180,006     19.73    3,551,527    3,144,261
                         -----------------------------------
Fidelity VIP Equity Income Portfolio                             194,326     25.42    4,939,770    4,674,087
                         -----------------------------------
Fidelity VIP II Asset Manager Portfolio                           31,980     18.16      580,754      536,897
                         -----------------------------------
Fidelity VIP II Investment Grade Bond Portfolio                  109,231     12.96    1,415,632    1,372,769
                         -----------------------------------
MFS Emerging Growth Series                                       165,762     21.47    3,558,912    3,027,303
                         -----------------------------------
MFS Total Return Series                                           62,341     18.12    1,129,625    1,017,099
                         -----------------------------------
MFS Utilities Series                                              18,034     19.82      357,436      322,457
                         -----------------------------------
MFS World Governments Series                                       6,305     10.88       68,603       65,388
                         -----------------------------------
OCC Accumulation Global Equity Portfolio                         129,442     15.43    1,997,291    2,120,965
                         -----------------------------------
OCC Accumulation Managed Portfolio                                41,895     43.74    1,832,468    1,741,470
                         -----------------------------------
OCC Accumulation Small Capitalization Portfolio                   64,826     23.10    1,497,481    1,583,437
                         -----------------------------------
Templeton Variable Products Asset Allocation Fund                 50,379     22.46    1,131,502    1,084,369
                         -----------------------------------
Templeton Variable Products International Fund                   178,389     20.69    3,690,874    3,570,927
                         -----------------------------------
Templeton Variable Products Stock Fund                            53,972     21.07    1,137,193    1,200,078
                         -----------------------------------                        -----------  -----------
                                                                                    $46,943,247  $43,415,652
                                                                                    -----------  -----------
                                                                                    -----------  -----------
</TABLE>
 
   
6.  DIVERSIFICATION REQUIREMENTS
    
 
   
    Under the provisions of Section 817(h) of the Internal
    Revenue Code of 1986 (the Code), a variable life
    insurance policy will not be treated as life insurance
    under Section 7702 of the Code for any period for which
    the investments of the segregated asset account, on which
    the policy is based, are not adequately diversified. The
    Code provides that the "adequately diversified"
    requirement may be met if the underlying investments
    satisfy either a statutory safe harbor test or
    diversification requirements set forth in regulations
    issued by the Secretary of Treasury. CG Life believes,
    based on assurances from the mutual fund managers, that
    the mutual funds satisfy the requirements of the
    regulations.
    
 
                                                                         CGVL-19
<PAGE>
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
 
Board of Directors of
The Lincoln National Life Insurance Company
and
Contract Owners of CG Variable Life Insurance Separate
Account II
 
   
We have audited the accompanying statement of assets and
liability of CG Variable Life Insurance Separate Account II
("Variable Account") (comprised of the AIM V.I. Capital
Appreciation, AIM V.I. Diversified Income, AIM V.I. Growth,
AIM V.I. Value, CIGNA Variable Products Money Market, CIGNA
Variable Products S&P 500 Index, Fidelity VIP Equity Income,
Fidelity VIP II Asset Manager, Fidelity VIP II Investment
Grade Bond, MFS Emerging Growth, MFS Total Return, MFS
Utilities, MFS World Governments, OCC Accumulation Global
Equity, OCC Accumulation Managed, OCC Accumulation Small
Capitalization, Templeton Variable Products Asset Allocation,
Templeton Variable Products International and Templeton
Variable Products Stock subaccounts), as of December 31,
1998, and the related statements of operations and changes in
net assets for the year then ended. These financial
statements are the responsibility of the Variable Account's
management. Our responsibility is to express an opinion on
these financial statements based on our audit. The
accompanying financial statements of CG Variable Life
Insurance Separate Account II for the years ended December
31, 1997 and 1996, were audited by other auditors whose
reported dated February 20, 1998, expressed an unqualified
opinion on those financial statements.
    
 
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
investments owned as of December 31, 1998, by correspondence
with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of each of the respective sub accounts constituting
the CG Variable Life Insurance Separate Account II at
December 31, 1998, and the results of their operations and
changes in their net assets for the year then ended, in
conformity with generally accepted accounting principles.
 
                               /s/ Ernst & Young LLP
 
Fort Wayne, Indiana
March 30, 1999
 
CGVL-20
<PAGE>
   
                       REPORT OF INDEPENDENT ACCOUNTANTS
    
 
   
To the Board of Directors of Connecticut General
Life Insurance Company and Participants of the
CG Variable Life Insurance Separate Account II
    
 
   
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the sub-accounts, AIM
Variable Insurance Funds, Inc.--AIM V.I. Capital Appreciation Fund, AIM V.I.
Diversified Income Fund, AIM V.I. Growth Fund, AIM V.I. Value Fund; CIGNA
Variable Products Group--CIGNA Variable Products Money Market Fund, CIGNA
Variable Products S&P 500 Index Fund; Fidelity Variable Insurance Products
Fund--Equity-Income Portfolio; Fidelity Variable Insurance Products Fund
II--Asset Manager Portfolio, Investment Grade Bond Portfolio; MFS Variable
Insurance Trust--MFS Emerging Growth Series, MFS Total Return Series, MFS
Utilities Series, MFS World Governments Series; OCC Accumulation Trust--OCC
Global Equity Portfolio, OCC Managed Portfolio, OCC Small Cap Portfolio;
Templeton Variable Products Series Fund--Templeton Asset Allocation Fund,
Templeton International Fund, Templeton Stock Fund (constituting the CG Variable
Life Insurance Separate Account II, hereafter referred to as "the Account") at
December 31, 1997, the results of each of their operations and the changes in
each of their net assets for the periods indicated, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Account's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1997 by
correspondence with the custodians, provide a reasonable basis for the opinion
expressed above.
    
 
   
PRICE WATERHOUSE LLP
Hartford, Connecticut
February 20, 1998
    
 
                                                                         CGVL-21
<PAGE>
 
   
                      One Financial Plaza              Telephone 860 240 2000
                      Hartford, CT 06103
 
PRICEWATERHOUSECOOPERS                                          [LOGO]
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
    
 
To the Board of Directors and Shareholder of
Connecticut General Life Insurance Company
 
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, comprehensive income and changes in
shareholder's equity and of cash flows present fairly, in all material respects,
the financial position of Connecticut General Life Insurance Company and its
subsidiaries at December 31, 1998 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1998, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
 
/s/ PRICEWATERHOUSECOOPERS LLP
 
   
February 9, 1999
    
 
                                                                             G-1
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                       CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
          -------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
(IN MILLIONS)
 
<CAPTION>
          -------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                                           1998       1997       1996
          -------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
 
REVENUES
Premiums and fees...................................................  $   5,683  $   5,376  $   5,314
Net investment income...............................................      2,637      3,139      3,199
Realized investment gains...........................................         93         45         37
Other revenues......................................................        427         10          9
                                                                      ---------  ---------  ---------
    Total revenues..................................................      8,840      8,570      8,559
                                                                      ---------  ---------  ---------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses............................      5,802      5,917      6,069
Policy acquisition expenses.........................................         44        122        143
Other operating expenses............................................      1,763      1,618      1,477
                                                                      ---------  ---------  ---------
Total benefits, losses and expenses.................................      7,609      7,657      7,689
                                                                      ---------  ---------  ---------
INCOME BEFORE INCOME TAXES..........................................      1,231        913        870
                                                                      ---------  ---------  ---------
Income taxes (benefits):
  Current...........................................................        636        347        394
  Deferred..........................................................       (211)       (49)       (81)
                                                                      ---------  ---------  ---------
    Total taxes.....................................................        425        298        313
          -------------------------------------------------------------------------------------------
NET INCOME..........................................................  $     806  $     615  $     557
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
G-2
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------
<S>                                                                         <C>        <C>
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
 
<CAPTION>
     -------------------------------------------------------------------------------------------
AS OF DECEMBER 31,                                                            1998       1997
     -------------------------------------------------------------------------------------------
<S>                                                                         <C>        <C>
ASSETS
Investments:
  Fixed maturities, at fair value (amortized cost, $16,820; $20,962)......  $  18,067  $  22,323
  Mortgage loans..........................................................      8,875     10,090
  Equity securities, at fair value (cost, $62; $75).......................         47         54
  Policy loans............................................................      6,091      7,146
  Real estate.............................................................        712        749
  Other long-term investments.............................................        159        166
  Short-term investments..................................................         85        173
                                                                            ---------  ---------
      Total investments...................................................     34,036     40,701
Cash and cash equivalents.................................................      1,026        923
Accrued investment income.................................................        494        602
Premiums and accounts receivable..........................................        939        811
Reinsurance recoverables..................................................      7,278      1,271
Deferred policy acquisition costs.........................................        187        834
Property and equipment....................................................        365        291
Deferred income taxes.....................................................        865        653
Goodwill and other intangibles............................................        730        474
Other assets..............................................................        236        276
Separate account assets...................................................     34,648     29,217
     -------------------------------------------------------------------------------------------
      Total assets........................................................  $  80,804  $  76,053
     -------------------------------------------------------------------------------------------
                                                                            --------------------
LIABILITIES
Contractholder deposit funds..............................................  $  30,614  $  30,449
Future policy benefits....................................................      8,286      8,224
Unpaid claims and claim expenses..........................................      1,286      1,225
Unearned premiums.........................................................        162        260
                                                                            ---------  ---------
      Total contractholder and insurance liabilities......................     40,348     40,158
Accounts payable, accrued expenses and other liabilities..................      2,523      2,428
Current income taxes......................................................         65         --
Separate account liabilities..............................................     34,340     29,021
     -------------------------------------------------------------------------------------------
      Total liabilities...................................................     77,276     71,607
     -------------------------------------------------------------------------------------------
CONTINGENCIES -- NOTE 13
SHAREHOLDER'S EQUITY
Common stock (6 shares issued and outstanding)............................         30         30
Additional paid-in capital................................................      1,072        766
Net unrealized appreciation, fixed maturities.............................        243        282
Net unrealized (depreciation), equity securities..........................        (25)       (26)
Net translation of foreign currencies.....................................          2          2
                                                                            ---------  ---------
Accumulated other comprehensive income....................................        220        258
Retained earnings.........................................................      2,206      3,392
     -------------------------------------------------------------------------------------------
      Total shareholder's equity..........................................      3,528      4,446
     -------------------------------------------------------------------------------------------
      Total liabilities and shareholder's equity..........................  $  80,804  $  76,053
     -------------------------------------------------------------------------------------------
                                                                            --------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
                                                                             G-3
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
         CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN
                              SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
                          -------------------------------------------------------------------------------------------
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>
(IN MILLIONS)
 
<CAPTION>
                          -------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                   1998                      1997                      1996
                          -------------------------------------------------------------------------------------------
                                           Compre-      Share-       Compre-      Share-       Compre-      Share-
                                           hensive     holder's      hensive     holder's      hensive     holder's
                                           Income       Equity       Income       Equity       Income       Equity
                          -------------------------------------------------------------------------------------------
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>
 
COMMON STOCK...........................                $      30                 $      30                 $      30
 
ADDITIONAL PAID-IN CAPITAL.............                    1,072                       766                       766
 
ACCUMULATED OTHER COMPREHENSIVE INCOME
  -- BEGINNING OF YEAR.................                      258                       191                       478
 
Net unrealized appreciation
  (depreciation) -- fixed maturities...   $     (39)         (39)   $      69           69    $    (276)        (276)
Net unrealized appreciation
  (depreciation) -- equity
  securities...........................           1            1           (1)          (1)         (12)         (12)
                                                ---                       ---                     -----
Net unrealized appreciation
  (depreciation) on securities.........         (38)                       68                      (288)
Net translation of foreign
  currencies...........................          --           --           (1)          (1)           1            1
                                                ---                       ---                     -----
  Other comprehensive (loss) income....         (38)                       67                      (287)
                                                      -----------               -----------               -----------
ACCUMULATED OTHER COMPREHENSIVE INCOME
  -- END OF YEAR.......................                      220                       258                       191
                                                      -----------               -----------               -----------
 
RETAINED EARNINGS -- BEGINNING OF
  YEAR.................................                    3,392                     3,177                     3,220
  Net income...........................         806          806          615          615          557          557
  Dividends declared...................                   (1,992)                     (400)                     (600)
                                                      -----------               -----------               -----------
RETAINED EARNINGS -- END OF YEAR.......                    2,206                     3,392                     3,177
                          -------------------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME AND
  SHAREHOLDER'S EQUITY.................  $      768   $    3,528   $      682   $    4,446   $      270   $    4,164
                          -------------------------------------------------------------------------------------------
                                         ----------------------------------------------------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
G-4
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
        -------------------------------------------------------------------------------------------
(IN MILLIONS)
        -------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                                      1998       1997       1996
        -------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
 
CASH FLOWS FROM OPERATING ACTIVITIES
Net income........................................................  $     806  $     615  $     557
Adjustments to reconcile net income to net cash (used in) provided
  by operating activities:
  Insurance liabilities...........................................         67         78         57
  Reinsurance recoverables........................................         (7)        68        (11)
  Premiums and accounts receivable................................       (179)       106         77
  Deferred income taxes, net......................................       (211)       (49)       (82)
  Other assets....................................................       (339)       (54)        43
  Deferred policy acquisition costs...............................        (12)       (97)       (92)
  Accounts payable, accrued expenses, other liabilities and
   current income taxes...........................................        149         41       (113)
  Depreciation and goodwill amortization..........................        113         88         94
  Gain on sale of business........................................       (418)        --         --
  Other, net......................................................        (50)       (99)      (151)
                                                                    ---------  ---------  ---------
    Net cash (used in) provided by operating activities...........        (81)       697        379
                                                                    ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
  Fixed maturities................................................      2,869      1,583      1,589
  Mortgage loans..................................................      1,052        807        640
  Equity securities...............................................         15         14         13
  Real estate.....................................................         98        401        345
  Policy loans....................................................        382         --         --
  Other (primarily short-term investments)........................      6,724      6,447      3,613
Investment maturities and repayments:
  Fixed maturities................................................      2,797      2,394      2,634
  Mortgage loans..................................................        421        601        630
Investments purchased:
  Fixed maturities................................................     (3,881)    (4,339)    (3,834)
  Mortgage loans..................................................     (1,611)    (1,426)    (1,300)
  Equity securities...............................................         (7)        (9)        (3)
  Policy loans....................................................         --        (13)      (207)
  Other (primarily short-term investments)........................     (7,652)    (6,296)    (3,930)
  Net cash from disposition of business...........................      1,295         --         --
  Other, net......................................................       (274)      (102)       (94)
                                                                    ---------  ---------  ---------
    Net cash provided by investing activities.....................      2,228         62         96
                                                                    ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder deposit funds:
  Deposits and interest credited..................................      7,050      7,634      7,260
  Withdrawals and benefit payments................................     (7,106)    (7,023)    (7,135)
Dividends paid to parent..........................................     (1,992)      (400)      (600)
Other, net........................................................          4        (47)        --
                                                                    ---------  ---------  ---------
    Net cash (used in) provided by financing activities...........     (2,044)       164       (475)
        -------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents.........................        103        923         --
Cash and cash equivalents, beginning of year......................        923         --         --
        -------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year............................  $   1,026  $     923  $      --
        -------------------------------------------------------------------------------------------
                                                                    -------------------------------
Supplemental Disclosure of Cash Information:
  Income taxes paid, net of refunds...............................  $     520  $     402  $     385
  Interest paid...................................................  $       3  $       5  $       7
        -------------------------------------------------------------------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
                                                                             G-5
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 -- DESCRIPTION OF BUSINESS
 
  Connecticut General Life Insurance Company and its subsidiaries (the Company)
provide insurance and related financial services throughout the United States
and in many locations worldwide. Principal products and services include group
health and life insurance and retirement and investment products and services.
The Company is a wholly-owned subsidiary of Connecticut General Corporation,
which is an indirect wholly-owned subsidiary of CIGNA Corporation (CIGNA).
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  A) BASIS OF PRESENTATION:  The consolidated financial statements include the
accounts of the Company and all significant subsidiaries. These consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles, and reflect management's estimates and assumptions, such
as those regarding medical costs and interest rates, that affect the recorded
amounts. Significant estimates used in determining contractholder and insurance
liabilities, related reinsurance recoverables, and valuation allowances for
investment assets are discussed throughout the Notes to Financial Statements.
Certain reclassifications have been made to prior years' amounts to conform with
the 1998 presentation.
 
  B) RECENT ACCOUNTING PRONOUNCEMENTS:  The Company adopted Statement of
Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of an
Enterprise and Related Information," as of December 31, 1998. SFAS No. 131
changes the way segments are structured and requires additional segment
disclosures. Prior period information has been restated based on the new
requirements. See Note 11 for additional information.
 
  In 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
requires that derivatives be reported on the balance sheet at fair value.
Changes in fair value are recognized in net income or, for derivatives which are
hedging market risk related to future cash flows, in the accumulated other
comprehensive income section of shareholders' equity. Implementation is required
by the first quarter of 2000, with the cumulative effect of adoption reflected
in net income and accumulated other comprehensive income, as appropriate. The
Company has not determined the effect or timing of implementation of this
pronouncement.
 
  The American Institute of Certified Public Accountants (AICPA) issued
Statement of Position (SOP) 97-3, "Accounting by Insurance and Other Enterprises
for Insurance-Related Assessments," in 1997. SOP 97-3 provides guidance on the
recognition and measurement of liabilities for guaranty fund and other
insurance-related assessments. Implementation of this pronouncement, which is
required by the first quarter of 1999 with the cumulative effect of adopting the
SOP reflected in net income, is not expected to have a material effect on
results of operations, liquidity or financial condition.
 
  In 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 specifies the types
of costs that must be capitalized and amortized over the software's expected
useful life and the types of costs which must be immediately recognized as
expense. Implementation of this pronouncement is required by the first quarter
of 1999 and is not expected to have a material effect on results of operations,
liquidity or financial condition.
 
  In 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting for
Insurance and Reinsurance Contracts That Do Not Transfer Insurance Risk." SOP
98-7 provides guidance on the deposit method of accounting for insurance and
reinsurance contracts that do not transfer insurance risk, except for
long-duration life and health contracts. Implementation is required by the first
quarter of 2000, with the cumulative effect of adopting the SOP reflected in net
income in the year of adoption. The Company has not determined the effect or
timing of implementation of this pronouncement.
 
  C) FINANCIAL INSTRUMENTS:  In the normal course of business, the Company
enters into transactions involving various types of financial instruments,
including investments such as fixed maturities and equity securities and off-
balance sheet financial instruments such as investment and loan commitments and
financial guarantees. These
 
G-6
<PAGE>
instruments are subject to risk of loss due to interest rate and market
fluctuations and most have credit risk. The Company evaluates and monitors each
financial instrument individually and, where appropriate, uses certain
derivative instruments or obtains collateral or other forms of security to
minimize risk of loss.
 
  Financial instruments that are subject to fair value disclosure requirements
(insurance contracts, real estate, goodwill and taxes are excluded) are carried
in the financial statements at amounts that approximate fair value, except for
mortgage loans and contractholder deposit funds (non-insurance products). For
these financial instruments, the fair value was not materially different from
the carrying amount as of December 31, 1998 and 1997. Fair values of off-balance
sheet financial instruments as of December 31, 1998 and 1997 were not material.
 
  Fair values for financial instruments are estimates that, in many cases, may
differ significantly from the amounts that could be realized upon immediate
liquidation. In cases where market prices are not available, estimates of fair
value are based on discounted cash flow analyses which utilize current interest
rates for similar financial instruments with comparable terms and credit
quality. The fair value of liabilities for contractholder deposit funds was
estimated using the amount payable on demand, and for those not payable on
demand, discounted cash flow analyses.
 
  D) INVESTMENTS:  Investments in fixed maturities, which are classified as
available-for-sale and carried at fair value, include bonds; asset-backed
securities, including collateralized mortgage obligations (CMOs); and redeemable
preferred stocks. Fixed maturities are considered impaired and written down to
fair value when a decline in value is considered to be other than temporary.
 
  Mortgage loans are carried principally at unpaid principal balances, net of
valuation reserves. Mortgage loans are considered impaired when it is probable
that the Company will not collect all amounts according to the contractual terms
of the loan agreement. If impaired, a valuation reserve is utilized to record
any change in the fair value of the underlying collateral below the carrying
value of the mortgage loan.
 
  Fixed maturities and mortgage loans that are delinquent or restructured to
modify basic financial terms, typically to reduce the interest rate and, in
certain cases, extend the term, are placed on non-accrual status. Net investment
income on such investments is recognized only when payment is received.
 
  Real estate investments are either held for the production of income or held
for sale. Real estate investments held for the production of income are carried
at depreciated cost less any write-downs to fair value. Depreciation is
generally calculated using the straight-line method based on the estimated
useful lives of these assets.
 
  Real estate investments held for sale are generally those which are acquired
through the foreclosure of mortgage loans. The Company's policy is to
rehabilitate, re-lease and sell foreclosed properties, which generally takes two
to four years or less if circumstances indicate that an immediate sale is in the
best interests of the Company or policyholders. At the time of foreclosure,
properties are valued at fair value less estimated costs to sell and
reclassified from mortgage loans to real estate held for sale. Subsequent to
foreclosure, these investments are carried at the lower of cost or current fair
value less estimated costs to sell and are no longer depreciated. Adjustments to
the carrying value as a result of changes in fair value subsequent to
foreclosure are recorded as valuation reserves. The Company considers several
methods in determining fair value for real estate, with emphasis placed on the
use of discounted cash flow analyses and, in some cases, the use of third-party
appraisals.
 
  Equity securities and short-term investments are classified as
available-for-sale. Equity securities, which include common and non-redeemable
preferred stocks, are carried at fair value. Short-term investments are carried
at fair value, which approximates cost.
 
  Policy loans are generally carried at unpaid principal balances.
 
  Realized investment gains and losses result from sales, investment asset
write-downs and changes in valuation reserves. Realized investment gains and
losses do not include amounts attributable to experience-rated pension
policyholders' contracts and participating life policies (policyholder share).
Realized investment gains and losses are based upon specific identification of
the investment assets.
 
  Unrealized investment gains and losses for investments carried at fair value
are included in shareholder's equity net of policyholder-related amounts and
deferred income taxes.
 
  See Note 4(F) for a discussion of the Company's accounting policies for
derivative financial instruments.
 
                                                                             G-7
<PAGE>
  E) CASH AND CASH EQUIVALENTS:  Short-term investments with a maturity of three
months or less at the time of purchase are reported as cash equivalents.
 
  F) REINSURANCE RECOVERABLES:  Reinsurance recoverables are estimates of
amounts to be received from reinsurers, including amounts under reinsurance
agreements with affiliated companies. Allowances are established for amounts
estimated to be uncollectible. See Notes 3 and 9.
 
  G) DEFERRED POLICY ACQUISITION COSTS:  Acquisition costs consist of
commissions, premium taxes and other costs, which vary with, and are primarily
related to, the production of revenues. Acquisition costs for universal life
products and contractholder deposit funds are deferred and amortized in
proportion to the present value of total estimated gross profits over the
expected lives of the contracts. Acquisition costs for annuity and other
individual life insurance products are deferred and amortized, generally in
proportion to the ratio of annual revenue to the estimated total revenues over
the contract periods.
 
  Deferred policy acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income. If such costs are
estimated to be unrecoverable, they are expensed unless such costs are estimated
to be unrecoverable as a result of treating unrealized investment gains and
losses as though they had been realized. If so, a deferred acquisition cost
valuation allowance may be established or adjusted, with a comparable offset in
net unrealized appreciation (depreciation).
 
  H) PROPERTY AND EQUIPMENT:  Property and equipment are carried at cost less
accumulated depreciation. When applicable, cost includes interest and real
estate taxes incurred during construction and other construction-related costs.
Depreciation is calculated principally on the straight-line method based on the
estimated useful lives of the assets. Accumulated depreciation was $490 million
and $448 million at December 31, 1998 and 1997, respectively.
 
  I) GOODWILL AND OTHER INTANGIBLES:  Goodwill represents the excess of the cost
of businesses acquired over the fair value of their net assets. Other intangible
assets primarily represent purchased customer lists and provider contracts.
Goodwill and other intangibles are amortized over periods not exceeding 40
years. Goodwill and other intangibles are written down when not recoverable
based on analysis of historical and estimated future income or undiscounted
estimated cash flows of the related businesses. Amortization periods are revised
if it is estimated that the remaining period of benefit of the goodwill has
changed. Accumulated amortization was $143 million and $113 million at December
31, 1998 and 1997, respectively.
 
  J) OTHER ASSETS:  Other assets consists of various insurance-related assets,
principally ceded unearned premiums, reinsurance deposits and other amounts due
from affiliated companies.
 
  K) SEPARATE ACCOUNTS:  Separate account assets and liabilities are principally
carried at market value and represent policyholder funds maintained in accounts
having specific investment objectives. The investment income, gains and losses
of these accounts generally accrue to the policyholders and, therefore, are not
included in the Company's revenues and expenses.
 
  L) CONTRACTHOLDER DEPOSIT FUNDS:  Liabilities for contractholder deposit funds
consist of deposits received from customers and investment earnings on their
fund balances, less administrative charges and, for universal life fund
balances, mortality charges.
 
  M) FUTURE POLICY BENEFITS:  Future policy benefits are liabilities for life,
health and annuity products. Such liabilities are established in amounts
adequate to meet the estimated future obligations of policies in force. These
liabilities are computed using premium assumptions for group annuity policies
and the net level premium method for individual life policies, and are based
upon estimates as to future investment yield, mortality and withdrawals that
include provisions for adverse deviation. Future policy benefits for individual
life insurance and annuity policies are computed using interest rates ranging
from 2% to 11%, generally graded down from 1 to 20 years. Mortality, morbidity,
and withdrawal assumptions are based on either the Company's own experience or
various actuarial tables.
 
  N) UNPAID CLAIMS AND CLAIM EXPENSES:  Liabilities for unpaid claims and claim
expenses are estimates of payments to be made on reported and incurred but not
reported insurance claims.
 
G-8
<PAGE>
  O) UNEARNED PREMIUMS:  Premiums for group life and accident and health
insurance are reported as earned on a pro-rata basis over the contract period.
The unexpired portion of these premiums is recorded as unearned premiums.
 
  P) OTHER LIABILITIES:  Other liabilities consist principally of postretirement
and postemployment benefits and various insurance-related liabilities, including
amounts related to reinsurance contracts and guaranty fund assessments that can
be reasonably estimated.
 
  Q) TRANSLATION OF FOREIGN CURRENCIES:  Foreign operations primarily utilize
the local currencies as their functional currencies, and assets and liabilities
are translated at the rates of exchange as of the balance sheet date. The
translation gain or loss on such functional currencies, net of applicable taxes,
is generally reflected in shareholder's equity. Revenues and expenses are
translated at the average rates of exchange prevailing during the year.
 
  R) PREMIUM AND FEES, REVENUES AND RELATED EXPENSES:  Premiums for group life
and accident and health insurance are recognized as revenue on a pro-rata basis
over their contract periods. Benefits, losses and settlement expenses are
recognized when incurred.
 
  Revenues for investment-related products consist of net investment income and
contract fees assessed against the fund balances during the period. Net
investment income represents investment income on assets supporting
investment-related products and is recognized as earned. Contract fees are based
upon related administrative expenses and are assessed ratably over the contract
year. Benefit expenses for investment-related products primarily consist of
amounts credited in accordance with contract provisions.
 
  Premiums for individual life insurance as well as individual and group annuity
products, excluding universal life and investment-related products, are
recognized as revenue when due. Benefits, losses and settlement expenses are
matched with premiums.
 
  Revenues for universal life products consist of net investment income and
mortality, administration and surrender fees assessed against the fund balances
during the period. Net investment income represents investment income on assets
supporting universal life products and is recognized as earned. Fees for
mortality are recognized ratably over the policy year. Administration fees are
recognized as services are provided, and surrender charges are recognized as
earned. Benefit expenses for universal life products consist of benefit claims
in excess of fund balances, which are recognized when claims are filed, and
amounts credited in accordance with contract provisions.
 
  S) PARTICIPATING BUSINESS:  Certain life insurance policies contain dividend
payment provisions that enable the policyholder to participate in a portion of
the earnings of the Company's business. The participating insurance in force
accounted for approximately 7% of total life insurance in force at December 31,
1998, 1997 and 1996.
 
  T) INCOME TAXES:  The Company and its domestic subsidiaries are included in
the consolidated United States federal income tax return filed by CIGNA. In
accordance with a tax sharing agreement with CIGNA, the provision for federal
income tax is computed as if the Company were filing a separate federal income
tax return, except that benefits arising from tax credits and net operating and
capital losses are allocated to those subsidiaries producing such attributes to
the extent they are utilized in CIGNA's consolidated federal income tax
provision.
 
  Deferred income taxes are generally recognized when assets and liabilities
have different values for financial statement and tax reporting purposes. See
Note 7 for additional information.
 
NOTE 3 -- DISPOSITION
 
  As of January 1, 1998, the Company sold its individual life insurance and
annuity business for cash proceeds of $1.4 billion. The sale resulted in an
after-tax gain of $773 million of which $202 million was recognized upon closing
of the sale. Since the principal agreement to sell this business is in the form
of an indemnity reinsurance arrangement, the remaining $571 million of the gain
was deferred and is being recognized at the rate that earnings from the business
sold would have been expected to emerge, primarily over fifteen years on a
declining basis. The Company recognized $66 million of the deferred gain in
1998.
 
  Revenues for this business were $972 million and $926 million for the years
ended December 31, 1997 and 1996, respectively, and net income was $102 million
and $67 million for the same periods. Also, as part of the transaction, the
Company recorded a reinsurance recoverable from the purchaser of $5.8 billion
for insurance
 
                                                                             G-9
<PAGE>
liabilities retained, and transferred invested assets of $5.4 billion along with
other assets and liabilities associated with the business. The sales agreement
provides for the possibility of certain adjustments; however, any future
adjustments are not expected to be material to results of operations, liquidity
or financial condition.
 
  The Company paid a dividend of $1.4 billion to its parent in January 1998,
having received prior approval of both the disposition and the dividend from the
Connecticut Insurance Department (the Department).
 
NOTE 4 -- INVESTMENTS
 
  A) FIXED MATURITIES:  Fixed maturities are net of cumulative write-downs of
$22 million and $36 million, including policyholder share, as of December 31,
1998 and 1997, respectively.
 
  The amortized cost and fair value by contractual maturity periods for fixed
maturities, including policyholder share, as of December 31, 1998 were as
follows:
 
<TABLE>
<CAPTION>
      -------------------------------------------------------------------------------------------
                                                                             Amortized       Fair
(IN MILLIONS)                                                                     Cost      Value
      -------------------------------------------------------------------------------------------
<S>                                                                        <C>          <C>
Due in one year or less..................................................   $     979   $     999
Due after one year through five years....................................       3,960       4,110
Due after five years through ten years...................................       3,512       3,723
Due after ten years......................................................       2,665       3,348
Asset-backed securities..................................................       5,704       5,887
      -------------------------------------------------------------------------------------------
Total....................................................................  $   16,820   $  18,067
      -------------------------------------------------------------------------------------------
</TABLE>
 
  Actual maturities could differ from contractual maturities because issuers may
have the right to call or prepay obligations with or without call or prepayment
penalties. Also, the Company may extend maturities in some cases.
 
  Gross unrealized appreciation (depreciation) for fixed maturities, including
policyholder share, by type of issuer was as follows:
<TABLE>
<CAPTION>
          -------------------------------------------------------------------------------------------
                                                     Amortized   Unrealized     Unrealized       Fair
(IN MILLIONS)                                             Cost  Appreciation  Depreciation      Value
          -------------------------------------------------------------------------------------------
<S>                                                <C>          <C>          <C>            <C>
At December 31, 1998:
  Federal government bonds.......................   $     568    $     407     $      --    $     975
  State and local government bonds...............         145           20            --          165
  Foreign government bonds.......................         147            7            (9)         145
  Corporate securities...........................      10,256          733           (94)      10,895
  Asset-backed securities........................       5,704          217           (34)       5,887
          -------------------------------------------------------------------------------------------
Total............................................  $   16,820   $    1,384   $      (137  ) $  18,067
          -------------------------------------------------------------------------------------------
 
<CAPTION>
          -------------------------------------------------------------------------------------------
<S>                                                <C>          <C>          <C>            <C>
At December 31, 1997:
  Federal government bonds.......................   $   1,361    $     294     $      --    $   1,655
  State and local government bonds...............         178           22            (2)         198
  Foreign government bonds.......................         143            7            (1)         149
  Corporate securities...........................      13,027          860          (123)      13,764
  Asset-backed securities........................       6,253          317           (13)       6,557
          -------------------------------------------------------------------------------------------
Total............................................  $   20,962   $    1,500   $      (139  ) $  22,323
          -------------------------------------------------------------------------------------------
</TABLE>
 
  Asset-backed securities include investments in CMOs as of December 31, 1998 of
$2.0 billion carried at fair value (amortized cost, $2.0 billion), compared with
$2.3 billion carried at fair value (amortized cost, $2.3 billion) as of December
31, 1997. Certain of these securities are backed by Aaa/AAA-rated government
agencies. All other CMO securities have high quality ratings through use of
credit enhancements provided by subordinated securities or mortgage insurance
from Aaa/AAA-rated insurance companies. CMO holdings are concentrated in
securities with limited prepayment, extension and default risk, such as planned
amortization class bonds. The Company's
 
G-10
<PAGE>
investments in interest-only and principal-only CMOs, which are subject to
interest rate risk due to accelerated prepayments, represented approximately
 .05% and .10% of total CMO investments at December 31, 1998 and 1997,
respectively.
 
  At December 31, 1998, contractual fixed maturity investment commitments were
$34 million. The majority of investment commitments are for the purchase of
investment grade fixed maturities, bearing interest at a fixed market rate, and
require no collateral. These commitments are diversified by issuer and maturity
date, and it is estimated that approximately 59% will be disbursed in 1999.
 
  B) MORTGAGE LOANS AND REAL ESTATE:  The Company's mortgage loans and real
estate investments are diversified by property type and location and, for
mortgage loans, by borrower. Mortgage loans are collateralized by the related
properties and generally are less than 75% of the property's value at the time
the original loan is made.
 
  At December 31, the carrying values of mortgage loans and real estate
investments, including policyholder share, were as follows:
 
<TABLE>
<CAPTION>
      -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                  1998       1997
      -------------------------------------------------------------------------------------------
<S>                                                                          <C>        <C>
Mortgage loans.............................................................  $   8,875  $  10,090
                                                                             ---------  ---------
Real estate:
  Held for sale............................................................        326        339
  Held for production of income............................................        386        410
                                                                             ---------  ---------
Total real estate..........................................................        712        749
      -------------------------------------------------------------------------------------------
Total......................................................................  $   9,587  $  10,839
      -------------------------------------------------------------------------------------------
</TABLE>
 
  At December 31, mortgage loans and real estate investments comprised the
following property types and geographic regions:
 
<TABLE>
<CAPTION>
      -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                  1998       1997
      -------------------------------------------------------------------------------------------
<S>                                                                          <C>        <C>
Property type:
  Retail facilities........................................................  $   3,145  $   4,153
  Office buildings.........................................................      3,814      3,984
  Apartment buildings......................................................      1,283      1,311
  Hotels...................................................................        450        498
  Other (primarily industrial).............................................        895        893
      -------------------------------------------------------------------------------------------
Total......................................................................  $   9,587  $  10,839
      -------------------------------------------------------------------------------------------
Geographic region:
  Central..................................................................  $   3,051  $   3,484
  Pacific..................................................................      2,683      2,962
  Middle Atlantic..........................................................      1,510      1,821
  South Atlantic...........................................................      1,348      1,458
  New England..............................................................        995      1,114
      -------------------------------------------------------------------------------------------
Total......................................................................  $   9,587  $  10,839
      -------------------------------------------------------------------------------------------
</TABLE>
 
MORTGAGE LOANS
 
  At December 31, 1998, scheduled mortgage loan maturities were as follows:
19995 -- $.9 billion; 2000 -- $.9 billion; 2001 -- $.8 billion; 2002 -- $1.0
billion; 2003 -- $1.6 billion; and $3.7 billion thereafter. Actual maturities
could differ from contractual maturities because borrowers may have the right to
prepay obligations with or without prepayment penalties; the maturity date may
be extended; and loans may be refinanced. During 1998 and 1997, the Company
refinanced at current market rates approximately $126 million and $135 million,
respectively, of its mortgage loans relating to borrowers that were unable to
obtain alternative financing.
 
                                                                            G-11
<PAGE>
  At December 31, 1998, contractual commitments to extend credit under
commercial mortgage loan agreements amounted to approximately $492 million, most
of which were at a fixed market rate of interest. These commitments are
generally expected to be disbursed within three months, and are diversified by
property type and geographic region.
 
  At December 31, 1998, the Company's impaired mortgage loans were $156 million,
including $24 million before valuation reserves totaling $6 million, and $132
million which had no valuation reserves. At December 31, 1997, the Company's
impaired mortgage loans were $375 million, including $152 million before
valuation reserves totaling $44 million, and $223 million which had no valuation
reserves.
 
  During the year ended December 31, changes in reserves for impaired mortgage
loans, including policyholder share, were as follows:
 
<TABLE>
<CAPTION>
            -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                       1998        1997
            -------------------------------------------------------------------------------------------
<S>                                                                              <C>          <C>
Reserve balance -- January 1...................................................   $      44   $      94
Transfers to foreclosed real estate............................................         (21)        (30)
Charge-offs upon sales.........................................................          (9)        (47)
Net increase (decrease) in valuation reserves..................................          (8)         27
            -------------------------------------------------------------------------------------------
Reserve balance -- December 31.................................................  $        6   $      44
            -------------------------------------------------------------------------------------------
</TABLE>
 
  During 1998 and 1997, impaired mortgage loans, before valuation reserves,
averaged approximately $285 million and $597 million, respectively. Interest
income recorded and cash received on these loans were approximately $12 million
and $34 million in 1998 and 1997, respectively.
 
REAL ESTATE
 
  During 1998, 1997 and 1996, non-cash investing activities included real estate
acquired through foreclosure of mortgage loans, which totaled $32 million, $81
million and $107 million, respectively.
 
  Valuation reserves and cumulative write-downs related to real estate,
including policyholder share, were $171 million and $169 million as of December
31, 1998 and 1997, respectively.
 
  Net income for 1998 and 1997 included net investment income of $8 million and
$9 million, respectively, for real estate held for sale. Write-downs upon
foreclosure and changes in valuation reserves were not material for 1998 and
1997.
 
  C) SHORT-TERM INVESTMENTS AND CASH EQUIVALENTS:  Short-term investments and
cash equivalents, in the aggregate, primarily included debt securities,
principally corporate securities of $963 million at December 31, 1998 and, for
1997, principally corporate securities of $520 million and federal government
securities of $443 million.
 
G-12
<PAGE>
  D) NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS:  Unrealized
appreciation (depreciation) for investments carried at fair value as of December
31 was as follows:
 
<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                   1998       1997
       -------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>
Unrealized appreciation:
  Fixed maturities..........................................................  $   1,384  $   1,500
  Equity securities.........................................................         10          8
                                                                              ---------  ---------
                                                                                  1,394      1,508
Unrealized depreciation:
  Fixed maturities..........................................................       (137)      (139)
  Equity securities.........................................................        (25)       (29)
                                                                              ---------  ---------
                                                                                   (162)      (168)
                                                                              ---------  ---------
Less policyholder-related amounts...........................................        880        931
                                                                              ---------  ---------
Shareholder net unrealized appreciation.....................................        352        409
Less deferred income taxes..................................................        134        153
       -------------------------------------------------------------------------------------------
Net unrealized appreciation.................................................  $     218  $     256
       -------------------------------------------------------------------------------------------
</TABLE>
 
  The components of net unrealized appreciation (depreciation) on investments
for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
                -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                               1998        1997        1996
                -------------------------------------------------------------------------------------------
<S>                                                                       <C>        <C>          <C>
Unrealized appreciation (depreciation) on investments held, net of taxes
  of $48, $37 and $(151), respectively                                    $      89   $      69   $    (280)
Less gains realized in net income, net of taxes of $68, $--, and $3, in
  1998, 1997 and 1996, respectively.....................................        127           1           8
                -------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation)..............................  $     (38) $       68   $    (288)
                -------------------------------------------------------------------------------------------
</TABLE>
 
  E) NON-INCOME PRODUCING INVESTMENTS:  At December 31, the carrying values of
investments, including policyholder share, that were non-income producing during
the preceding 12 months were as follows:
 
<TABLE>
<CAPTION>
           -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                       1998       1997
           -------------------------------------------------------------------------------------------
<S>                                                                              <C>         <C>
Fixed maturities...............................................................   $      22  $      28
Mortgage loans.................................................................           2         --
Real estate....................................................................          68        141
           -------------------------------------------------------------------------------------------
Total..........................................................................  $       92  $     169
           -------------------------------------------------------------------------------------------
</TABLE>
 
  F) DERIVATIVE FINANCIAL INSTRUMENTS:  The Company's investment strategy is to
manage the characteristics of investment assets, such as duration, yield,
currency and liquidity, to reflect the underlying characteristics of the related
insurance and contractholder liabilities, which vary among the Company's
principal product lines. In connection with this investment strategy, the
Company's use of derivative instruments, including interest rate and currency
swaps, purchased options and futures contracts, is generally limited to hedging
applications to minimize market risk.
 
  Hedge accounting treatment requires a probability of high correlation between
the changes in the market value or cash flows of the derivatives and the hedged
assets or liabilities. Under hedge accounting, the changes in market value or
cash flows of the derivatives and the hedged assets or liabilities are
recognized in net income in the same period. If the Company's use of derivatives
does not qualify for hedge accounting treatment, the derivative is recorded at
fair value and changes in its fair value are recognized in net income without
considering changes in the hedged asset or liability.
 
                                                                            G-13
<PAGE>
  The Company routinely monitors, by individual counterparty, exposure to credit
risk associated with swap and option contracts and diversifies the portfolio
among approved dealers of high credit quality. Futures contracts are
exchange-traded and, therefore, credit risk is limited since the exchange
assumes the obligations. The Company manages legal risks by following industry
standardized documentation procedures and by monitoring legal developments.
 
  Underlying contract, notional or principal amounts associated with derivatives
at December 31 were as follows:
 
<TABLE>
<CAPTION>
        -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                    1998       1997
        -------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>
Interest rate swaps..........................................................  $     158  $     265
Currency swaps...............................................................        193        248
Purchased options............................................................        878        833
Written options..............................................................      1,087         --
Futures......................................................................        233         75
        -------------------------------------------------------------------------------------------
</TABLE>
 
  Under interest rate swaps, the Company agrees with other parties to
periodically exchange the difference between variable rate and fixed rate asset
cash flows to provide stable returns for related liabilities. The Company uses
currency swaps (primarily Canadian dollars, Swiss francs, German marks, Japanese
yen and pounds sterling) to match the currency of investments to that of the
associated liabilities. Under currency swaps, the parties exchange principal and
interest amounts in two relevant currencies using agreed-upon exchange amounts.
 
  The net interest cash flows from interest rate and currency swaps are
recognized currently as an adjustment to net investment income, and the fair
value of these swaps is reported as an adjustment to the related investments.
 
  Using purchased options to reduce the effect of changes in interest rates or
equity indexes on liabilities, the Company pays an up-front fee to receive cash
flows from third parties when interest rates or equity indexes vary from
specified levels. Purchased options that qualify for hedge accounting are
recorded consistent with the related liabilities, at amortized cost plus
adjustments based on current equity indexes, and income is reported as an
adjustment to benefit expense. Purchased options that qualify for hedge
accounting are reported in other assets, and fees paid are amortized to benefit
expense over their contractual periods. Purchased options with underlying
notional amounts of $82 million at December 31, 1997 that are designated as
hedges, but do not qualify for hedge accounting, are reported in other long-term
investments at fair value with changes in fair value recognized as realized
investment gains and losses. There were no such options at December 31, 1998.
 
  The Company also writes reinsurance contracts that are accounted for as
written options. The Company receives fees to pay for specified unfavorable
changes in variable annuity account values based on underlying mutual fund
investments when account holders elect to receive periodic income payments.
These written options, along with options purchased to minimize the risks
assumed, are reported at fair value in other liabilities and other assets,
respectively. Changes in fair value are recognized in other revenues, or other
operating expenses if there is a net loss. Fair values of written and related
purchased options during 1998 and as of December 31, 1998 were not material.
 
  Interest rate futures are used to temporarily hedge against the changes in
market values of bonds and mortgage loans to be purchased or sold. Under futures
contracts, changes in the contract values are settled in cash daily with the
exchange on which the instrument is traded. These changes in contract values are
deferred and recorded as adjustments to the carrying value of the related bond
or mortgage loan. Deferred gains and losses are amortized into net investment
income over the life of the investments purchased or are recognized in full as
realized investment gains and losses if investments are sold. Gains and losses
on futures contracts deferred in anticipation of investment purchases were
immaterial at December 31, 1998 and 1997.
 
  The effects of interest rate and currency swaps, purchased and written options
and futures on the components of net income for 1998, 1997 and 1996 were not
material.
 
  As of December 31, 1998 and 1997, the Company's variable interest rate
investments consisted of approximately $0.6 billion and $0.7 billion of fixed
maturities, respectively. As of December 31, 1998 and 1997, the Company's fixed
interest rate investments consisted of $17 billion and $21.6 billion,
respectively, of fixed maturities, and $8.9 billion and $10.1 billion,
respectively, of mortgage loans.
 
G-14
<PAGE>
  G) OTHER:  As of December 31, 1998 and 1997, the Company had no concentration
of investments in a single investee exceeding 10% of shareholder's equity.
 
NOTE 5 -- INVESTMENT INCOME AND GAINS AND LOSSES
 
  A) NET INVESTMENT INCOME:  The components of net investment income, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
          -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1998       1997       1996
          -------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Fixed maturities....................................................  $   1,386  $   1,648  $   1,647
Equity securities...................................................          1          8         --
Mortgage loans......................................................        739        885        921
Policy loans........................................................        459        532        548
Real estate.........................................................        142        183        227
Other long-term investments.........................................         19         17         23
Short-term investments..............................................         18         28         35
                                                                      ---------  ---------  ---------
                                                                          2,764      3,301      3,401
Less investment expenses............................................        127        162        202
          -------------------------------------------------------------------------------------------
Net investment income...............................................  $   2,637  $   3,139  $   3,199
          -------------------------------------------------------------------------------------------
</TABLE>
 
  Net investment income attributable to policyholder contracts, which is
included in the Company's revenues and is primarily offset by amounts included
in benefits, losses and settlement expenses, was approximately $1.6 billion for
1998 and $1.7 billion for 1997 and 1996. Net investment income for separate
accounts, which is not reflected in the Company's revenues, was $1.5 billion,
$1.4 billion and $1.1 billion for 1998, 1997 and 1996, respectively.
 
  As of December 31, 1998, fixed maturities and mortgage loans on non-accrual
status, including policyholder share, were $142 million and $97 million,
including restructured investments of $76 million and $93 million, respectively.
As of December 31, 1997, fixed maturities and mortgage loans on non-accrual
status, including policyholder share, were $143 million and $153 million,
including restructured investments of $81 million and $137 million,
respectively. If interest on these investments had been recognized in accordance
with their original terms, net income would have been increased by $5 million,
$7 million and $15 million in 1998, 1997 and 1996, respectively.
 
  B) REALIZED INVESTMENT GAINS AND LOSSES:  Realized gains (losses) on
investments, excluding policyholder share, for the year ended December 31 were
as follows:
 
<TABLE>
<CAPTION>
                     -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                 1998         1997         1996
                     -------------------------------------------------------------------------------------------
<S>                                                                        <C>          <C>          <C>
Fixed maturities.........................................................   $      34    $      (3)   $      11
Equity securities........................................................           3            4            1
Mortgage loans...........................................................          22            4          (12)
Real estate..............................................................          10           28           15
Other....................................................................          24           12           22
                                                                                   --           --
                                                                                                            ---
                                                                                   93           45           37
Less income taxes........................................................          33            8           17
                     -------------------------------------------------------------------------------------------
Net realized investment gains............................................  $       60   $       37   $       20
                     -------------------------------------------------------------------------------------------
</TABLE>
 
  Realized investment gains and losses include impairments in the value of
investments, net of recoveries, of $(5) million, $25 million and $40 million in
1998, 1997 and 1996, respectively.
 
  Realized investment gains for separate accounts, which are not reflected in
the Company's revenues, were $494 million, $489 million and $305 million for
1998, 1997 and 1996 respectively. Realized investment gains attributable to
policyholder contracts, which also are not reflected in the Company's revenues,
were $201 million, $76 million and $82 million for 1998, 1997 and 1996,
respectively.
 
                                                                            G-15
<PAGE>
  Sales of available-for-sale fixed maturities and equity securities, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
          -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1998       1997       1996
          -------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Proceeds from sales.................................................  $   5,677  $   3,978  $   4,236
Gross gains on sales................................................  $     238  $      95  $     146
Gross losses on sales...............................................  $     (55) $    (151) $     (70)
          -------------------------------------------------------------------------------------------
</TABLE>
 
NOTE 6 -- SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS
 
  The Department recognizes as net income and surplus (shareholder's equity)
those amounts determined in conformity with statutory accounting practices
prescribed or permitted by the Department, which may differ from generally
accepted accounting principles. As of December 31, 1998, there were no permitted
accounting practices utilized by the Company that were materially different from
those prescribed by the Department.
 
  Capital stock of the Company at December 31, 1998 and 1997 consisted of
5,978,322 shares of common stock authorized, issued and outstanding (par value
$5).
 
  The Company's statutory net income was $824 million, $417 million and $611
million for 1998, 1997 and 1996, respectively. Statutory surplus was $1.8
billion at December 31, 1998 and $2.2 billion at December 31, 1997. The
Connecticut Insurance Holding Company Act limits the amount of annual dividends
or other distributions available to shareholders of Connecticut insurance
companies without the Department's prior approval. During 1998, the Company paid
dividends of $2.0 billion to its parent, all of which received prior approval
from the Department in accordance with requirements (see Note 3 -- Disposition).
During 1997, the Company paid dividends of $400 million to its parent, of which
$100 million received prior approval from the Department in accordance with
requirements. Under current law, the maximum dividend distribution that may be
made by the Company during 1999 without prior approval is $839 million. The
amount of restricted net assets as of December 31, 1998 was approximately $2.7
billion.
 
NOTE 7 -- INCOME TAXES
 
  The Company's net deferred tax asset of $865 million and $653 million as of
December 31, 1998 and 1997, respectively, reflects management's belief that the
Company's taxable income in future years will be sufficient to realize the net
deferred tax asset based on the Company's earnings history and its future
expectations. In determining the adequacy of future taxable income, management
considered the future reversal of its existing taxable temporary differences and
available tax planning strategies that could be implemented, if necessary.
 
  In accordance with the Life Insurance Company Income Tax Act of 1959, a
portion of the Company's statutory income was not subject to current income
taxation but was accumulated in an account designated Policyholders' Surplus
Account. Under the Tax Reform Act of 1984, no further additions may be made to
the Policyholders' Surplus Account for tax years ending after December 31, 1983.
The balance in the account of approximately $450 million at December 31, 1998
would result in a tax liability of $158 million only if distributed to the
shareholder or if the account balance exceeded a prescribed maximum. No income
taxes have been provided on this amount because, in management's opinion, the
likelihood that these conditions will be met is remote. See Note 13 for a
discussion of potential legislation regarding this matter.
 
  CIGNA's federal income tax returns are routinely audited by the Internal
Revenue Service, and provisions are made in CIGNA's financial statements in
anticipation of the results of these audits. CIGNA resolved all issues relative
to the Company arising out of audits for 1991 through 1993, which resulted in an
increase to net income of $13 million in 1997.
 
  In management's opinion, adequate tax liabilities have been established for
all years. Income taxes and deferred tax balances for the year ended December
31, 1998 reflect state income taxes.
 
G-16
<PAGE>
  The tax effects of temporary differences which give rise to deferred income
tax assets and liabilities as of December 31 were as follows:
 
<TABLE>
<CAPTION>
        -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                    1998       1997
        -------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>
Deferred tax assets:
  Other insurance and contractholder liabilities.............................  $     119  $     400
  Employee and retiree benefit plans.........................................        214        196
  Deferred gain on sale of business..........................................        290         --
  Investments, net...........................................................        356        262
  Policy acquisition expenses................................................        111         --
  Other......................................................................         --         63
                                                                               ---------        ---
  Total deferred tax assets..................................................      1,090        921
                                                                               ---------        ---
Deferred tax liabilities:
  Policy acquisition expenses................................................         --         38
  Depreciation...............................................................         67         77
  Unrealized appreciation on investments.....................................        134        153
  Other......................................................................         24         --
                                                                               ---------        ---
  Total deferred tax liabilities.............................................        225        268
        -------------------------------------------------------------------------------------------
  Net deferred income tax asset..............................................  $     865  $     653
        -------------------------------------------------------------------------------------------
</TABLE>
 
  The components of income taxes for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
              -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                               1998       1997       1996
              -------------------------------------------------------------------------------------------
<S>                                                                       <C>        <C>        <C>
Current taxes:
  U.S. income...........................................................  $     617  $     344  $     391
  Foreign income........................................................          5          3          3
  State income..........................................................         14         --         --
                                                                          ---------        ---        ---
                                                                                636        347        394
                                                                          ---------        ---        ---
Deferred taxes (benefits):
  U.S. income...........................................................       (205)       (49)       (81)
  State income..........................................................         (6)        --         --
                                                                          ---------        ---        ---
                                                                               (211)       (49)       (81)
              -------------------------------------------------------------------------------------------
Total income taxes......................................................  $     425  $     298  $     313
              -------------------------------------------------------------------------------------------
</TABLE>
 
  State income taxes were not material in years prior to 1998.
 
  Total income taxes for the year ended December 31 differs from the amount
computed using the nominal federal income tax rate of 35% for the following
reasons:
 
<TABLE>
<CAPTION>
               -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                1998       1997       1996
               -------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>        <C>
Tax expense at nominal rate..............................................  $     431  $     320  $     305
Tax-exempt interest income...............................................         (4)        (5)        (5)
Dividends received deduction.............................................        (13)        (7)        (7)
Amortization of goodwill.................................................          5          4          4
State income tax (net of federal income tax benefit).....................          5         --         --
Resolved federal tax audit issues........................................         --        (13)        --
Other....................................................................          1         (1)        16
               -------------------------------------------------------------------------------------------
Total income taxes.......................................................  $     425  $     298  $     313
               -------------------------------------------------------------------------------------------
</TABLE>
 
                                                                            G-17
<PAGE>
NOTE 8 -- PENSION AND OTHER POSTRETIREMENT BENEFITS PLANS
 
  A) PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS:  The Company provides
pension and certain health care and life insurance benefits to eligible retired
employees and agents, spouses and other eligible dependents through various
plans. The expenses of retirement plans are allocated to the Company along with
other benefit cost allocations.
 
  Pension benefits are provided through a plan sponsored by CIGNA covering most
domestic employees and by a separate pension plan for former agents. CIGNA funds
the pension plans at least at the minimum amount required by the Employee
Retirement Income Security Act of 1974. Allocated pension cost for the Company
was $19 million, $24 million and $26 million in 1998, 1997 and 1996,
respectively. The plans had deposits with the Company totaling approximately
$2.8 billion and $2.5 billion at December 31, 1998 and 1997, respectively.
 
  Expense for postretirement benefits other than pensions allocated to the
Company totaled $2 million for 1998 and 1997 and $9 million for 1996. The other
postretirement benefit liability included in accounts payable, accrued expenses
and other liabilities as of December 31, 1998 and 1997 was $387 million and $412
million, including no net intercompany payables for 1998 and $39 million for
1997 for services provided by affiliates' employees.
 
  B) CAPITAL ACCUMULATION PLANS:  CIGNA sponsors various capital accumulation
plans in which employee contributions on a pre-tax basis (401(k)) are
supplemented by CIGNA matching contributions. These contributions are invested,
at the election of the employee, in one or more of the following investments:
CIGNA common stock fund, several CIGNA and non-CIGNA mutual funds, and a
fixed-income fund. In addition, beginning in 1999, CIGNA may provide additional
matching contributions, depending on its annual performance, which would be
invested in the CIGNA common stock fund. The Company's allocated expense for
such plans totaled $22 million for 1998, $15 million for 1997 and $16 million
for 1996.
 
NOTE 9 -- REINSURANCE
 
  In the normal course of business, the Company enters into agreements,
primarily relating to short-duration contracts, to assume and cede reinsurance
with other insurance companies. Reinsurance is ceded primarily to limit losses
from large exposures and to permit recovery of a portion of direct losses,
although ceded reinsurance does not relieve the originating insurer of primary
liability. The Company evaluates the financial condition of its reinsurers and
monitors concentrations of credit risk arising from similar geographic regions,
activities, or economic characteristics of its reinsurers. In connection with
the sale of the Company's individual life insurance and annuity business (as
discussed in Note 3), the reinsurance recoverable from Lincoln National
Corporation at December 31, 1998 was $6.0 billion.
 
  Failure of reinsurers to indemnify the Company, as a result of reinsurer
insolvencies and disputes, could result in losses. As of December 31, 1998 and
1997 there were no allowances for uncollectible amounts. Future charges for
unrecoverable reinsurance may materially affect results of operations in future
periods; however, such amounts are not expected to have a material adverse
effect on the Company's liquidity or financial condition.
 
G-18
<PAGE>
  The effects of reinsurance on net earned premiums and fees for the year ended
December 31 were as follows:
 
<TABLE>
<CAPTION>
          -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1998       1997       1996
          -------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
SHORT-DURATION CONTRACTS
Premiums and fees:
  Direct............................................................  $   3,763  $   3,119  $   2,940
  Assumed...........................................................        286        255        135
  Ceded.............................................................       (237)      (266)      (166)
          -------------------------------------------------------------------------------------------
Net earned premiums and fees........................................  $   3,812  $   3,108  $   2,909
          -------------------------------------------------------------------------------------------
 
LONG-DURATION CONTRACTS
Premiums and fees:
  Direct............................................................  $   1,998  $   1,979  $   1,997
  Assumed...........................................................        564        522        601
  Ceded.............................................................       (691)      (233)      (193)
          -------------------------------------------------------------------------------------------
Net earned premiums and fees........................................  $   1,871  $   2,268  $   2,405
          -------------------------------------------------------------------------------------------
</TABLE>
 
  The effects of reinsurance on written premiums and fees for short-duration
contracts were not materially different from the amounts shown in the above
table. Benefits, losses and settlement expenses for 1998, 1997 and 1996 were net
of reinsurance recoveries of $699 million, $340 million and $359 million,
respectively.
 
  For the year ended December 31, 1998, ceded premiums and reinsurance
recoveries associated with the individual life insurance and annuity business
sold were $741 million and $550 million, respectively.
 
NOTE 10 -- LEASES AND RENTALS
 
  Rental expenses for operating leases, principally with respect to buildings,
amounted to $42 million, $76 million and $68 million in 1998, 1997 and 1996,
respectively.
 
  As of December 31, 1998, future net minimum rental payments under
non-cancelable operating leases were $168 million, payable as follows: 1999 -
$41 million; 2000 - $29 million; 2001 - $22 million; 2002 - $19 million; and $57
million thereafter.
 
NOTE 11 -- SEGMENT INFORMATION
 
  Operating segments are based on the Company's internal reporting structure and
generally reflect differences in products. The Company presents segment
information as follows:
 
    - EMPLOYEE HEALTH CARE, LIFE AND DISABILITY BENEFITS, which combines the
      Company's Health Care and Group Insurance divisions, offers traditional
      indemnity and cost containment products and services as well as
      alternative funding arrangements, such as administrative services only and
      minimum premium plans.
 
    - EMPLOYEE RETIREMENT BENEFITS AND INVESTMENT SERVICES provides investment
      products and professional services primarily to sponsors of qualified
      pension, profit-sharing and retirement savings plans. This segment also
      provides certain corporate and variable life insurance products.
 
  Other Operations consist of gain recognition related to the sale of the
individual life insurance and annuity business (and, for prior years, results of
the sold business, see Note 3), corporate life insurance on which policy loans
are outstanding (also called leveraged corporate life insurance), reinsurance
operations, settlement annuity business and certain new business initiatives.
 
  The Company uses operating income (net income excluding after-tax realized
investment results) to measure the financial results of its segments. Operating
income is determined on a basis consistent with the accounting policies for the
consolidated financial statements, except that interest expense on corporate
debt is not allocated to segments. The Company allocates substantially all other
corporate general, administrative and systems expenses to segments on systematic
bases. Income taxes are generally computed as if each segment were filing
separate income tax returns.
 
                                                                            G-19
<PAGE>
  The Company's operations are not materially dependent on one or a few
customers, brokers or agents. Summarized segment financial information for the
year ended and as of December 31 was as follows:
 
<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                        1998       1997       1996
       -------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>        <C>
EMPLOYEE HEALTH CARE, LIFE AND DISABILITY BENEFITS
Premiums and fees and other revenues.............................  $   5,012  $   4,307  $   4,256
Net investment income............................................        290        286        291
                                                                   ---------  ---------  ---------
Segment revenues.................................................      5,302      4,593      4,547
Income tax expense...............................................        114        108        126
Operating income.................................................        195        190        189
Assets under management:
  Invested assets................................................      3,519      3,761      3,281
  Separate account...............................................      1,702      1,440      1,176
       -------------------------------------------------------------------------------------------
Total............................................................  $   5,221  $   5,201  $   4,457
       -------------------------------------------------------------------------------------------
EMPLOYEE RETIREMENT BENEFITS AND INVESTMENT SERVICES
Premiums and fees and other revenues.............................  $     239  $     205  $     257
Net investment income............................................      1,605      1,653      1,686
                                                                   ---------  ---------  ---------
Segment revenues.................................................      1,844      1,858      1,943
Income tax expense...............................................        113         99         86
Operating income.................................................        245        229        185
Assets under management:
  Invested assets................................................     20,511     20,759     20,303
  Separate account...............................................     30,717     26,678     20,604
       -------------------------------------------------------------------------------------------
Total............................................................  $  51,228  $  47,437  $  40,907
       -------------------------------------------------------------------------------------------
OTHER OPERATIONS
Premiums and fees and other revenues.............................  $     859  $     874  $     810
Net investment income............................................        742      1,200      1,222
                                                                   ---------  ---------  ---------
Segment revenues.................................................      1,601      2,074      2,032
Income tax expense...............................................        165         83         84
Operating income.................................................        306        159        163
Assets under management:
  Invested assets................................................     10,006     16,181     16,193
  Separate account...............................................      2,229      1,099        775
       -------------------------------------------------------------------------------------------
Total............................................................  $  12,235  $  17,280  $  16,968
       -------------------------------------------------------------------------------------------
REALIZED INVESTMENT GAINS
Realized investment gains........................................  $      93  $      45  $      37
Income tax expense...............................................         33          8         17
       -------------------------------------------------------------------------------------------
Realized investment gains (losses), net of taxes.................  $      60  $      37  $      20
       -------------------------------------------------------------------------------------------
</TABLE>
 
G-20
<PAGE>
<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                        1998       1997       1996
       -------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>        <C>
TOTAL
Premiums and fees and other revenues.............................  $   6,110  $   5,386  $   5,323
Net investment income............................................      2,637      3,139      3,199
Realized investment gains........................................         93         45         37
                                                                   ---------  ---------  ---------
Total revenues...................................................      8,840      8,570      8,559
Income tax expense...............................................        425        298        313
Operating income.................................................        746        578        537
Realized investment gains (losses), net of taxes.................         60         37         20
Net income.......................................................        806        615        557
Assets under management:
  Invested assets................................................     34,036     40,701     39,777
  Separate account...............................................     34,648     29,217     22,555
       -------------------------------------------------------------------------------------------
Total............................................................  $  68,684  $  69,918  $  62,332
       -------------------------------------------------------------------------------------------
</TABLE>
 
  Premiums and fees and other revenues by product type for the year ended
December 31 were as follows:
 
<TABLE>
<CAPTION>
          -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1998       1997       1996
          -------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Medical and Dental Indemnity........................................  $   3,566  $   2,883  $   2,726
Group Life..........................................................      1,363      1,355      1,467
Other...............................................................      1,181      1,148      1,130
          -------------------------------------------------------------------------------------------
Total premiums and fees and other revenues..........................  $   6,110  $   5,386  $   5,323
          -------------------------------------------------------------------------------------------
</TABLE>
 
  For the year ended December 31, 1998, 1997 and 1996, the change in net
translation of foreign currencies reflects increases of $2 million for 1998 and
1997, and $3 million for 1996.
 
  Premiums and fees and other revenues by geographic region for the year ended
December 31 were as follows:
 
<TABLE>
<CAPTION>
          -------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1998       1997       1996
          -------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Domestic............................................................  $   6,068  $   5,356  $   5,291
Foreign.............................................................         42         30         32
          -------------------------------------------------------------------------------------------
Total premiums and fees and other revenues..........................  $   6,110  $   5,386  $   5,323
          -------------------------------------------------------------------------------------------
</TABLE>
 
  The Company's aggregate foreign exchange transaction losses and foreign
long-lived assets for the year ended and as of December 31, 1998, 1997 and 1996
were not material.
 
NOTE 12 -- RELATED PARTY TRANSACTIONS
 
  The Company has assumed the settlement annuity and group pension business
written by Life Insurance Company of North America (LINA), an affiliate.
Reserves held by the Company with respect to this business were $1.7 billion at
December 31, 1998 and 1997.
 
  The Company cedes long-term disability business to LINA. Reinsurance
recoverables from LINA at December 31, 1998 and 1997 were $834 million and $869
million, respectively.
 
  Effective January 1, 1998, the Company assumed insurance reserves totaling $85
million, along with a corresponding amount of invested and other assets, under a
coinsurance arrangement assigned from Healthsource Insurance Company, an
affiliate. In addition, the Company was assigned the responsibility for
administering self-funded employee benefit plan products from Healthsource
Provident Administrators, Inc. (HPA), another affiliate. As part of this
assignment, net assets of approximately $304 million were transferred to the
Company from HPA.
 
                                                                            G-21
<PAGE>
  The Company had lines of credit available from affiliates totaling $600
million at December 31, 1998 and 1997. All borrowings are payable upon demand
with interest rates equivalent to CIGNA's average monthly short-term borrowing
rate plus 1/4 of 1%. Interest expense was $1.5 million, $0.2 million and $1.0
million for 1998, 1997 and 1996, respectively. As of December 31, 1998 and 1997,
there were no borrowings outstanding under such lines.
 
  The Company extended lines of credit to affiliates totaling $600 million at
December 31, 1998 and 1997. All loans are payable upon demand with interest
rates equivalent to CIGNA's average monthly short-term borrowing rate. There
were no amounts outstanding as of December 31, 1998 or 1997.
 
  The Company, together with other CIGNA subsidiaries, has entered into a
pooling arrangement known as the CIGNA Corporate Liquidity Account (the Account)
for the purpose of maximizing earnings on funds available for short-term
investments. Withdrawals from the Account, up to the total amount of the
participant's investment in the Account, are allowed on a demand basis. As of
December 31, 1998 and 1997, the Company had a balance in the Account of $1.1
billion and $484 million, respectively.
 
  CIGNA allocates to the Company its share of operating expenses incurred at the
corporate level. The Company also allocates a portion of its operating expenses
to affiliated companies on whose behalf it performs certain administrative
services.
 
NOTE 13 -- CONTINGENCIES
 
  A) FINANCIAL GUARANTEES:  The Company is contingently liable for financial
guarantees provided in the ordinary course of business on the repayment of
principal and interest on certain industrial revenue bonds. The contractual
amounts of financial guarantees reflect the Company's maximum exposure to credit
loss in the event of nonperformance. To limit the Company's exposure in the
event of default of any guaranteed obligation, various programs are in place to
ascertain the creditworthiness of guaranteed parties and to monitor this status
on a periodic basis.
 
  The industrial revenue bonds guaranteed directly by the Company have remaining
maturities of up to 17 years. The guarantees provide for payment of debt service
only as it becomes due; consequently, an event of default would not cause an
acceleration of scheduled principal and interest payments. The principal amount
of the bonds guaranteed by the Company at December 31, 1998 and 1997 was $85
million and $202 million, respectively. Revenues in connection with industrial
revenue bond guarantees are derived principally from equity participations in
the related projects and are included in net investment income as earned. During
1998, 1997 and 1996, this income was not material. Loss reserves for financial
guarantees are established when a default has occurred or when the Company
believes that a loss has been incurred. There were no losses for industrial
revenue bonds in 1998, 1997 or 1996.
 
  The Company has entered into specialty life reinsurance contracts that
guarantee payments for specified unfavorable changes in variable annuity account
values based on underlying mutual fund investments if account holders expire or
elect to receive periodic income payments. For those accounts with mortality
risk, reserves are established in amounts adequate to meet the estimated future
obligations using various assumptions as to equity market conditions, premiums,
mortality and lapse rates, including provision for adverse deviation. As of
December 31, 1998 and 1997, the amount of recorded liabilities was $52 million
and $29 million, respectively. Although these guarantees may adversely affect
the Company's results of operations in future periods, they are not expected to
have a material adverse effect on the Company's liquidity or financial
condition.
 
  The Company also guarantees a minimum level of benefits for certain separate
account contracts and, in the event that separate account assets are
insufficient to fund minimum policy benefits, the Company is obligated to fund
the difference. As of December 31, 1998 and 1997, the amount of minimum benefit
guarantees for separate account contracts was $5.1 billion and $4.6 billion,
respectively. Reserves in addition to the separate account liabilities are
established when the Company believes a payment will be required under one of
these guarantees. No such reserves were required as of December 31, 1998 and
1997. Guarantee fees are part of the overall management fee charged to separate
accounts and are recognized in income as earned.
 
  Although the ultimate outcome of any loss contingencies arising from the
Company's financial guarantees may adversely affect results of operations in
future periods, they are not expected to have a material adverse effect on the
Company's liquidity or financial condition.
 
G-22
<PAGE>
  B) REGULATORY AND INDUSTRY DEVELOPMENTS:  The Company's businesses are subject
to a changing social, economic, legal, legislative and regulatory environment
that could affect them. Some of the changes include initiatives to restrict
insurance pricing and the application of underwriting standards and revise
federal tax laws. Some of the more significant issues are discussed below.
 
  In early 1999, the Administration proposed a federal budget that would
eliminate the deferral of taxation of certain statutory income of life insurance
companies. As discussed in Note 7, the Company has not provided taxes on $450
million of such income. If the budget provision is enacted, the Company will
record additional income tax expense of $158 million to reflect this liability.
The proposed federal budget also would limit the deduction of interest expense
on the general indebtedness of corporations owning non-leveraged corporate life
insurance policies covering the lives of officers, employees or directors. If
this latter provision is enacted as proposed, the Company does not anticipate
that it will have a material effect on its consolidated results of operations,
liquidity, or financial condition, although it could have a material adverse
effect on the results of operations of the Employee Retirement Benefits and
Investment Services segment.
 
  In 1996, Congress passed legislation that phases out over a three-year period
the tax deductibility of policy loan interest for most leveraged corporate life
insurance products. For 1998 and 1997, revenues of $556 million and $591
million, respectively, and net income of $42 million and $44 million,
respectively, were from leveraged corporate life insurance products that are
affected by this legislation. The Company does not expect this legislation to
have a material adverse effect on its consolidated results of operations,
liquidity or financial condition.
 
  In 1998, the NAIC adopted standardized statutory accounting principles. Since
these principles have not been adopted by most of the insurance departments of
various jurisdictions in which the Company's insurance subsidiaries are
domiciled, the timing and effects of implementation have not yet been
determined.
 
  The Company is contingently liable for possible assessments under regulatory
requirements pertaining to potential insolvencies of unaffiliated insurance
companies and other insurance-related assessments. Mandatory assessments, which
are subject to statutory limits, can be partially recovered through a reduction
in future premium taxes in some states. The Company recorded no pre-tax charges
for 1998, and $17 million and $26 million for 1997 and 1996, respectively, for
estimated guaranty fund and other insurance-related assessments before giving
effect to future premium tax recoveries. Although future assessments and
payments may adversely affect results of operations in future periods, such
amounts are not expected to have a material adverse effect on the Company's
liquidity or financial condition.
 
  The eventual effect on the Company of the changing environment in which it
operates remains uncertain.
 
  C) LITIGATION:  The Company is routinely engaged in litigation incidental to
its business. While the outcome of all litigation involving the Company,
including insurance-related litigation, cannot be determined, litigation is not
expected to result in losses that differ from recorded reserves by amounts that
would be material to results of operations, liquidity or financial condition.
 
                                                                            G-23
<PAGE>
   
                                    PART II
                        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 95 pages;
       The undertaking to file reports;
       The signatures;
    
       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*
   
       Written consents of the following persons:
    
   
           1  Mark A. Parsons, Esq.
           2  Vaughn W. Robbins, F.S.A.
           3  Ernst & Young, LLP
           4  PricewaterhouseCoopers LLP
    
 
* 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. 5 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 29th day
of April, 1999. Registrant certifies that this amendment meets all of the
requirements for effectiveness pursuant to Rule 485(b) under the Securities Act
of 1933.
    
 
   
                                          CG VARIABLE LIFE INSURANCE SEPARATE
                                          ACCOUNT II
                                          (Registrant)
    
 
                                          By:         /s/ JOHN WILKINSON
 
                                             -----------------------------------
                                                       John Wilkinson
                                                       VICE PRESIDENT
                                             CONNECTICUT GENERAL LIFE INSURANCE
                                                           COMPANY
 
   
                                          CONNECTICUT GENERAL LIFE INSURANCE
                                          COMPANY
                                          (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. 5 to this Registration Statement (File No.
33-89238) has been signed below on April 29, 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/ JOSEPH M. FITZGERALD           *
   -------------------------------------------              Director
               Joseph M. Fitzgerald
 
               /s/ CAROL M. OLSEN             *
   -------------------------------------------              Director
                  Carol M. Olsen
 
                /s/ JOHN E. PACY              *
   -------------------------------------------              Director
                   John E. Pacy
 
              /s/ MARC L. PREMINGER            *
   -------------------------------------------              Director
                Marc 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
 
    
   
                         (A MAJORITY OF THE DIRECTORS)
    
<PAGE>
   
                               POWER OF ATTORNEY
    
 
   
    We, the undersigned directors and officers of Connecticut General Life
Insurance Company, hereby severally constitute and appoint John Wilkinson and
Mark A. Parsons, 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
- -----------------------------------  -------------------------
 
                                     President (Principal
- -----------------------------------   Executive Officer)
          Thomas C. Jones             and Director
 
                                     Vice President and
                                      Actuary
- -----------------------------------   (Principal Financial
          John Wilkinson              Officer)
 
       /s/ ROBERT E. WAHLMAN         Vice President
- -----------------------------------   (Principal Accounting
         Robert E. Wahlman            Officer)
 
- -----------------------------------  Director
         Harold W. Albert
 
- -----------------------------------  Director
         Robert W. Burgess
 
- -----------------------------------  Director
            John G. Day
 
- -----------------------------------  Director
       Joseph M. Fitzgerald
 
- -----------------------------------  Director
         H. Edward Hanway
 
- -----------------------------------  Director
          Carol M. Olsen
 
- -----------------------------------  Director
           John E. Pacy
 
- -----------------------------------  Director
         Marc L. Preminger
 
- -----------------------------------  Director
        Patricia L. Rowland
 
- -----------------------------------  Director
      W. Allen Schaffer, M.D.
 
    
<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 8th 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)
 
       DOMINIC A. DELLAVOLPE         Assistant Vice President
- -----------------------------------   (Principal Accounting
       Dominic A. DellaVolpe          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


April 29, 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. 5

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. 5 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>




The Lincoln National Life Insurance Company
350 Church Street
Hartford, CT 06103-1106

                                                April 29, 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. 5, File Number 33-89238

Commissioners:

This opinion is furnished in connection with Post-Effective Amendment No. 5 
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. 5 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



<PAGE>

                                                                 Exhibit 99.3


             Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the 
Post Effective Amendment No. 5 to the Registration Statement (Form S-6  No. 
33-89238) pertaining to CG Variable Life Insurance Separate Account II, and 
to the use therein of our report dated March 30, 1999 with respect to the 
financial statements of CG Variable Life Insurance Separate Account II.


                                       /s/ Ernst & Young, LLP


Fort Wayne, Indiana
April 26, 1999



<PAGE>



                          CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this 
Post-Effective Amendment No. 5 on Form S-6 (the "Registration Statement") 
of our reports dated February 9, 1999 and February 20, 1998, relating to the 
financial statements of Connecticut General Life Insurance Company and the CG 
Variable Life Insurance Separate Account II, respectively, which appear in 
such Prospectus. We also consent to the reference to us under the heading 
"Experts" in such Prospectus.


/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Hartford, Connecticut
April 26, 1999




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