CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
497, 1996-05-07
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<PAGE>
CIGNA LIFE INSURANCE COMPANY
 
                                                                     [LOGO]
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
 
<TABLE>
<S>                          <C>
  HOME OFFICE LOCATION:      MAILING ADDRESS:
  900 COTTAGE GROVE ROAD     CIGNA INDIVIDUAL INSURANCE
  HARTFORD, CT 06152         ANNUITY & VARIABLE LIFE SERVICES CENTER: ROUTING S-249
                             HARTFORD, CT 06152 - 2249
                             (800) 552-9898
</TABLE>
 
- --------------------------------------------------------------------------------
 
              FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS
- --------------------------------------------------------------------------------
 
    The  Flexible Payment Deferred Variable  Annuity Contracts (the "Contracts")
described in this  prospectus provide  for accumulation of  Contract Values  and
eventual  payment of monthly annuity payments on  a fixed or variable basis. The
Contracts are designed to aid individuals  in long term planning for  retirement
or  other long term  purposes. The Contracts are  available for retirement plans
which do not qualify for the special federal tax advantages available under  the
Internal  Revenue Code ("Non-Qualified Plans") and for retirement plans which do
qualify for the federal tax advantages available under the Internal Revenue Code
("Qualified Plans"). (See  "Tax Matters --  Qualified Plans.") Premium  payments
for  the Contracts will be allocated to a segregated investment account of CIGNA
Life Insurance  Company  (the  "Company"),  designated  CIGNA  Variable  Annuity
Separate  Account I (the "Variable  Account"), or to the  Fixed Account, or some
combination of them, as selected by the owner of the Contract.
 
    The following funding options  are available under  a Contract: Through  the
Variable  Account, the  Company offers nineteen  diversified open-end management
investment companies  (commonly  called mutual  funds),  each with  a  different
investment objective: Alger American Fund -- Alger American Small Capitalization
Portfolio,  Alger  American Leveraged  AllCap  Portfolio, Alger  American MidCap
Growth  Portfolio  and  Alger  American  Growth  Portfolio;  Fidelity   Variable
Insurance Products Fund -- Equity-Income Portfolio, Money Market Portfolio, High
Income  Portfolio and  Overseas Portfolio; Fidelity  Variable Insurance Products
Fund II  --  Investment  Grade  Bond  Portfolio  and  Asset  Manager  Portfolio;
MFS-Registered  Trademark- Variable Insurance Trust  -- MFS Total Return Series,
MFS Utilities  Series  and MFS  World  Governments Series;  Neuberger  &  Berman
Advisers Management Trust -- Balanced Portfolio, Limited Maturity Bond Portfolio
and  Partners  Portfolio; OCC  Accumulation  Trust --  Global  Equity Portfolio,
Managed Portfolio and  Small Cap  Portfolio. The fixed  interest option  offered
under  a Contract is the Fixed  Account. Premium payments or transfers allocated
to the Fixed  Account, and  3% interest per  year thereon,  are guaranteed,  and
additional  interest  may be  credited, with  certain  withdrawals subject  to a
market value adjustment and  withdrawal charges. Unless specifically  mentioned,
this prospectus only describes the variable investment options.
 
    This  entire prospectus,  and those of  the Funds, should  be read carefully
before investing to understand  the Contracts being  offered. The "Statement  of
Additional  Information" dated May 1, 1996, available at no charge by calling or
writing the Company's Annuity  & Variable Life Services  Center as shown  above,
provides  further  information. Its  table of  contents  is at  the end  of this
prospectus.
 
    THIS PROSPECTUS IS VALID ONLY  WHEN ACCOMPANIED BY THE CURRENT  PROSPECTUSES
OF  THE MUTUAL FUNDS AVAILABLE  AS FUNDING OPTIONS FOR  THE CONTRACTS OFFERED BY
THIS PROSPECTUS. ALL PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.
 
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                         PROSPECTUS DATED: MAY 1, 1996
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
DEFINITIONS....................................          3
HIGHLIGHTS.....................................          5
FEES AND EXPENSES..............................          7
CONDENSED FINANCIAL INFORMATION................         11
THE COMPANY AND THE
 VARIABLE ACCOUNT..............................         11
THE FUNDS......................................         11
  General......................................         14
  Substitution of Securities...................         14
  Voting Rights................................         15
PREMIUM PAYMENTS AND
 CONTRACT VALUE................................         15
  Premium Payments.............................         15
  Allocation of Premium Payments...............         15
  Optional Variable Account Sub-Account
   Allocation Programs.........................         16
    Dollar Cost Averaging......................         16
    Automatic Rebalancing......................         17
  Contract Value...............................         17
  Accumulation Unit............................         18
CHARGES AND DEDUCTIONS.........................         18
  Contingent Deferred Sales Charge (Sales
   Load).......................................         18
  Mortality and Expense Risk Charge............         19
  Administrative Expense Charge................         20
  Account Fee..................................         20
  Premium Tax Equivalents......................         20
  Income Taxes.................................         21
  Fund Expenses................................         21
  Transfer Fee.................................         21
  Optional Death Benefit.......................         21
OTHER CONTRACT FEATURES........................         23
  Ownership....................................         23
  Assignment...................................         23
  Beneficiary..................................         23
  Change of Beneficiary........................         24
  Annuitant....................................         24
  Transfer of Contract Values between
   Sub-Accounts................................         24
  Procedures for Telephone Transfers...........         25
  Surrenders and Partial Withdrawals...........         25
  Delay of Payments and Transfers..............         26
  Death of the Contract Owner before the
   Annuity Date................................         26
  Death of the Annuitant before the Annuity
   Date........................................         27
 
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
 
  Death of the Annuitant after the
   Annuity Date................................         27
  Change in Operation of Variable Account......         27
  Modification.................................         28
  Discontinuance...............................         28
ANNUITY PROVISIONS.............................         28
  Annuity Date; Change in Annuity Date and
   Annuity Option..............................         28
  Annuity Options..............................         28
  Fixed Options................................         29
  Variable Options.............................         29
  Evidence of Survival.........................         30
  Endorsement of Annuity Payment...............         30
THE FIXED ACCOUNT..............................         31
  Market Value Adjustment......................         33
DISTRIBUTION OF THE CONTRACTS..................         34
PERFORMANCE DATA...............................         34
  Money Market Sub-Account.....................         34
  Other Sub-Accounts...........................         34
  Performance Ranking or Rating................         35
TAX MATTERS....................................         35
  General......................................         35
  Diversification..............................         36
  Distribution Requirements....................         37
  Multiple Contracts...........................         37
  Tax Treatment of Assignments.................         37
  Withholding..................................         37
  Section 1035 Exchanges.......................         38
  Tax Treatment of Withdrawals -- Non-Qualified
   Contracts...................................         38
  Qualified Plans..............................         38
  Section 403(b) Plans.........................         39
  Individual Retirement Annuities..............         39
  Corporate Pension and Profit-Sharing Plans
   and H.R. 10 Plans...........................         39
  Deferred Compensation Plans..................         39
  Tax Treatment of Withdrawals -- Qualified
   Contracts...................................         40
FINANCIAL STATEMENTS...........................         40
LEGAL PROCEEDINGS..............................         40
TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION........................         41
APPENDIX I.....................................         42
  Illustration of Cost of Optional Death
   Benefits....................................         42
</TABLE>
 
2
<PAGE>
DEFINITIONS
 
                    ACCUMULATION PERIOD: The period from the Effective Date to
                    the Annuity Date, the date on which the Death Benefit
                    becomes payable or the date on which the Contract is
                    surrendered or annuitized, whichever is earliest.
 
                    ACCUMULATION UNIT: A measuring unit used to calculate the
                    value of the Owner's interest in each funding option used in
                    the variable portion of the Contract prior to the Annuity
                    Date.
 
                    ANNUITANT: A person designated by the Owner in writing upon
                    whose continuation of life any series of payments for a
                    definite period or involving life contingencies depends. If
                    the Annuitant dies before the Annuity Date, the Owner
                    becomes the Annuitant until naming a new Annuitant.
 
                    ANNUITY & VARIABLE LIFE SERVICES CENTER: The office of the
                    Company to which Premium Payments should be sent, notices
                    given and any customer service requests made. Mailing
                    address: CIGNA Individual Insurance, Annuity & Variable Life
                    Services Center, Routing S-249, Hartford, CT 06152-2249.
 
                    ANNUITY ACCOUNT VALUE: The value of the Contract at any
                    point in time.
 
                    ANNUITY DATE: The date on which annuity payments commence.
 
                    ANNUITY OPTION: The arrangement under which annuity payments
                    are made.
 
                    ANNUITY PERIOD: The period starting on the Annuity Date.
 
                    ANNUITY UNIT: A measuring unit used to calculate the portion
                    of annuity payments attributable to each funding option used
                    in the variable portion of the Contract on and after the
                    Annuity Date.
 
                    BENEFICIARY: The person entitled to the Death Benefit, who
                    must also be the "Designated Beneficiary", for purposes of
                    Section 72(s) of the Code, upon the Owner's death.
 
                    CODE: The Internal Revenue Code of 1986, as amended.
 
                    COMPANY: CIGNA Life Insurance Company.
 
                    CONTRACT: The Variable Annuity Contract described in this
                    prospectus.
 
                    CONTRACT ANNIVERSARY, CONTRACT YEAR, EFFECTIVE DATE: The
                    Contract's Effective Date is the date it is issued. It is
                    also the date on which the first Contract Year, a 12-month
                    period, begins. Subsequent Contract Years begin on each
                    Contract Anniversary, which is the anniversary of the
                    Effective Date.
 
                    CONTRACT MONTH: The period from one Monthly Anniversary Date
                    to the next.
 
                    CONTRACT OWNER (OR OWNER): The person(s) initially
                    designated in the application or order to purchase or
                    otherwise, unless later changed, as having all ownership
                    rights under the Contract.
 
                    FIXED ACCOUNT: The portion of the Contract under which
                    principal is guaranteed and interest is credited. Fixed
                    Account Assets are maintained in the Company's General
                    Account and not allocated to the Variable Account.
 
                    FIXED ANNUITY: An annuity with payments which do not vary as
                    to dollar amount.
 
                    FUND(S): One or more of Alger American Fund -- Alger
                    American Small Capitalization Portfolio, Alger American
                    Leveraged AllCap Portfolio, Alger American MidCap Growth
                    Portfolio and Alger American Growth Portfolio; Fidelity
                    Variable Insurance Products Fund -- Equity-Income Portfolio,
                    Money Market Portfolio, High Income Portfolio and Overseas
                    Portfolio; Fidelity Variable Insurance Products Fund II --
                    VIP II Investment Grade Bond Portfolio and VIP II Asset
                    Manager Portfolio; MFS-Registered Trademark- Variable
                    Insurance Trust -- MFS Total Return Series, MFS Utilities
                    Series and MFS World Governments Series; Neuberger & Berman
                    Advisers Management Trust -- Balanced Portfolio, Limited
                    Maturity Bond Portfolio and Partners Portfolio; OCC
                    Accumulation Trust -- Global Equity Portfolio,
 
                                                                               3
<PAGE>
                    Managed Portfolio and Small Cap Portfolio. Each is an
                    open-end management investment company (mutual fund) whose
                    shares are available to fund the benefits provided by the
                    Contract.
 
                    GUARANTEED INTEREST RATE: The rate of interest credited by
                    the Company on a compound annual basis during a Guaranteed
                    Period.
 
                    GUARANTEED PERIOD: The period for which interest, at either
                    an initial or subsequent Guaranteed Interest Rate, will be
                    credited to any amounts which an Owner allocates to a Fixed
                    Account Sub-Account. In most states in which these Contracts
                    are issued, this period may be one, three, five, seven or
                    ten years, as elected by the Owner.
 
                    GUARANTEED PERIOD AMOUNT: Any portion of a Purchaser's
                    Annuity Account Value allocated to a specific Guaranteed
                    Period with a specified Expiration Date (including credited
                    interest thereon).
 
                    INDEX RATE: An index rate based on the Treasury Constant
                    Maturity Series published by the Federal Reserve Board.
 
                    IN WRITING: In a written form satisfactory to the Company
                    and received by the Company at its Annuity & Variable Life
                    Services Center.
 
                    MONTHLY ANNIVERSARY DATE: The monthly anniversary of the
                    Effective Date, as shown on the specifications page of the
                    Contract, when the Company makes the monthly calculation of
                    any charge for the Optional Death Benefit.
 
                    NON-QUALIFIED CONTRACTS: A Contract used in connection with
                    a retirement plan which does not receive favorable federal
                    income tax treatment under Code Section 401, 403, 408, or
                    457. The owner of a Non-Qualified Contract must be a natural
                    person or an agent for a natural person in order for the
                    Contract to receive favorable income tax treatment as an
                    annuity.
 
                    PAYEE: A recipient of payments under the Contract.
 
                    PREMIUM PAYMENT: Any amount paid to the Company cleared in
                    good funds as consideration for the benefits provided by the
                    Contract. Includes the initial Premium Payment and
                    subsequent Premium Payments.
 
                    QUALIFIED CONTRACT: A Contract used in connection with a
                    retirement plan which receives favorable federal income tax
                    treatment under Code Section 401, 403, 408 or 457.
 
                    SEVEN YEAR ANNIVERSARY: The seventh Contract Anniversary and
                    each succeeding Contract Anniversary occurring at any seven
                    year interval thereafter, for example, the 7th, 14th, 21st
                    and 28th Contract Anniversaries.
 
                    SHARES: Shares of a Fund.
 
                    SUB-ACCOUNT: That portion of the Fixed Account associated
                    with specific Guaranteed Period(s) and Guaranteed Interest
                    Rate(s) and that portion of the Variable Account which
                    invests in shares of a specific Fund.
 
                    SURRENDER (OR WITHDRAWAL): When a lump sum amount
                    representing all or part of the Annuity Account Value (minus
                    any applicable withdrawal charges, market value adjustment,
                    contract fees, and premium tax equivalents) is paid to the
                    Owner. After a full surrender, all of the Owner's rights
                    under the Contract are terminated. In this prospectus, the
                    terms "surrender" and "withdrawal" are used interchangeably.
 
                    SURRENDER DATE: The date the Company processes the Owner's
                    election to surrender the Contract or to receive a partial
                    withdrawal.
 
                    VALUATION DATE: Every day on which Accumulation Units are
                    valued, which is each day on which the New York Stock
                    Exchange ("NYSE") is open for business, except any day on
                    which trading on the NYSE is restricted, or on which an
                    emergency exists, as determined by the Securities and
                    Exchange Commission ("Commission"), so that valuation or
                    disposal of securities is not practicable.
 
4
<PAGE>
                    VALUATION PERIOD: The period of time beginning on the day
                    following the Valuation Date and ending on the next
                    Valuation Date. A Valuation Period may be more than one day
                    in length.
 
                    VARIABLE ACCOUNT: CIGNA Variable Annuity Separate Account I,
                    a separate account of the Company under Connecticut law, in
                    which the assets of the Sub-Account(s) funded through shares
                    of one or more of the Funds are maintained. Assets of the
                    Variable Account attributable to the Contracts are not
                    chargeable with the general liabilities of the Company.
 
                    VARIABLE ACCUMULATION UNIT: A unit of measure used in the
                    calculation of the value of each variable portion of the
                    Owner's Annuity Account during the Accumulation Period.
 
                    VARIABLE ANNUITY UNIT: A unit of measure used in the
                    calculation of the value of each variable portion of the
                    Owner's Annuity Account during the Annuity Period, to
                    determine the amount of each variable annuity payment.
 
HIGHLIGHTS
 
                    Premium Payments attributable to the variable portion of the
                    Contracts will be allocated to a segregated asset account of
                    CIGNA Life Insurance Company (the "Company") which has been
                    designated CIGNA Variable Annuity Separate Account I (the
                    "Variable Account"). The Variable Account invests in shares
                    of one or more of the Funds available to fund the Contract
                    as selected by the Owner. Contract Owners bear the
                    investment risk for all amounts allocated to the Variable
                    Account. The Contract's provisions may vary in some states.
                    Inquiries about the Contracts may be made to the Company's
                    Annuity & Variable Life Services Center.
 
                    The Contract may be returned within 10 days after it is
                    received, longer in some states. It can be mailed or
                    delivered to either the Company or the agent who sold it.
                    Return of the Contract by mail is effective on being
                    postmarked, properly addressed and postage prepaid. The
                    Company will promptly refund the Contract Value in states
                    where permitted. This may be more or less than the Premium
                    Payment. In states where required, the Company will promptly
                    refund the Premium Payment, less any partial surrenders. The
                    Company has the right to allocate initial Premium Payments
                    to the Money Market Sub-Account until the expiration of the
                    right-to-examine period. If the Company does so allocate an
                    initial Premium Payment, it will refund the greater of the
                    Premium Payment, less any partial surrenders, or the
                    Contract Value. It is the Company's current practice to
                    directly allocate the initial Premium Payment to the Fund(s)
                    designated in the application or order to purchase, unless
                    state law requires a refund of Premium Payments rather than
                    of Annuity Account Value.
 
                    A Contingent Deferred Sales Charge (sales load) may be
                    deducted in the event of a full surrender or partial
                    withdrawal. The Contingent Deferred Sales Charge is imposed
                    on Premium Payments within seven (7) years after their being
                    made. Contract Owners may, only once each Contract Year,
                    make a withdrawal of up to fifteen percent (15%) of Premium
                    Payments made, or any remaining portion thereof, ("the
                    Fifteen Percent Free") without incurring a Contingent
                    Deferred Sales Charge. The Contingent Deferred Sales Charge
                    will vary in amount, depending upon the Contract Year in
                    which the Premium Payment being surrendered or withdrawn was
                    made. For purposes of determining the applicability of the
                    Contingent Deferred Sales Charge, surrenders and withdrawals
                    are deemed to be on a first-in, first-out basis.
 
                    The Contingent Deferred Sales Charge is found in the fee
                    table. (See also "Charges and Deductions -- Contingent
                    Deferred Sales Charge (Sales Load).") The maximum Contingent
                    Deferred Sales Charge is 7% of Premium Payments. There may
                    also be a Market Value Adjustment on surrenders, withdrawals
                    or transfers from the Fixed Account portion of the Contract.
 
                    There is a Mortality and Expense Risk Charge which is equal,
                    on an annual basis, to 1.20% of the average daily net assets
                    of the Variable Account. This Charge
 
                                                                               5
<PAGE>
                    compensates the Company for assuming the mortality and
                    expense risks under the Contract (See "Charges and
                    Deductions -- Mortality and Expense Risk Charge"), other
                    than the Optional Death Benefit risk. (See "Charges and
                    Deductions -- Optional Death Benefit")
 
                    There is an Administrative Expense Charge which is equal, on
                    an annual basis, to 0.10% of the average daily net assets of
                    the Variable Account. (See "Charges and Deductions --
                    Administrative Expense Charge")
 
                    There is an annual Account Fee of $35 unless the Annuity
                    Account Value equals or exceeds $100,000 at the end of the
                    Contract Year. (See "Charges and Deductions -- Account Fee")
 
                    There is a charge for any Optional Death Benefit(s) elected.
                    (See "Charges and Deductions -- Optional Death Benefit")
 
                    Premium tax equivalents or other taxes payable to a state or
                    other governmental entity will be charged against Annuity
                    Account Value (See "Charges and Deductions -- Premium
                    Taxes").
 
                    Under certain circumstances there may be assessed a $10
                    transfer fee when a Contract Owner transfers Annuity Account
                    Values from one Sub-Account to another (See "Charges and
                    Deductions -- Transfer Fee").
 
                    There is a ten percent (10%) federal income tax penalty
                    applied to the income portion of any premature distribution
                    from Non-Qualified Contracts. However, the penalty is not
                    imposed on amounts distributed:
 
                    (a) after the Payee reaches age 59 1/2; (b) after the death
                    of the Contract Owner (or, if the Contract Owner is not a
                    natural person, the Annuitant); (c) if the Payee is totally
                    disabled (for this purpose, disability is as defined in
                    Section 72(m)(7) of the Code); (d) in a series of
                    substantially equal periodic payments made not less
                    frequently than annually for the life (or life expectancy)
                    of the Payee or for the joint lives (or joint life
                    expectancies) of the Payee and his or her beneficiary; (e)
                    under an immediate annuity; or (f) which are allocable to
                    Premium Payments made prior to August 14, 1982. For federal
                    income tax purposes, distributions are deemed to be on a
                    last-in, first-out basis. Different tax withdrawal penalties
                    and restrictions apply to Qualified Contracts issued
                    pursuant to plans qualified under Code Section 401, 403(b),
                    408 or 457. (See "Tax Matters -- Tax Treatment of
                    Withdrawals -- Qualified Contracts.") For a further
                    discussion of the taxation of the Contracts, see "Tax
                    Matters."
 
                    MARKET VALUE ADJUSTMENT. In certain situations, a surrender
                    or transfer of amounts from the Fixed Account will be
                    subject to a Market Value Adjustment. The Market Value
                    Adjustment will reflect the relationship between a rate
                    based on an index published by the Federal Reserve Board as
                    to current yields on U.S. government securities of various
                    maturities at the time a surrender or transfer is made
                    ("Index Rate"), and the Index Rate at the time that the
                    Premium Payments being surrendered or transferred were made.
                    Generally, if the Index Rate at the time of surrender or
                    transfer is lower than the Index Rate at the time the
                    Premium Payment was allocated, then the application of the
                    Market Value Adjustment will result in a higher payment upon
                    surrender or transfer. Similarly, if the Index Rate at the
                    time of surrender or transfer is higher than the Index Rate
                    at the time the Premium Payment was allocated, the
                    application of the Market Value Adjustment will generally
                    result in a lower payment upon surrender or transfer. It is
                    not applied against a surrender or transfer taking place at
                    the end of the Guaranteed Period.
 
6
<PAGE>
FEES AND EXPENSES
 
                    CONTRACT OWNER TRANSACTION FEES
 
                    Contingent Deferred Sales Charge (as a percentage of Premium
                    Payments):
 
<TABLE>
<CAPTION>
  YEARS SINCE
    PAYMENT     CHARGE
  -----------   -------
  <S>           <C>       <C>
   0-1             7%
   1-2             6%
   2-3             5%     A Contract Owner may, only once each
   3-4             4%     Contract Year, make a withdrawal of up to 15% of Premium
   4-5             3%     Payments made, or the remaining portion thereof, without
   5-6             2%     incurring a Contingent Deferred Sales Charge.
   6-7             1%
   7+              0
</TABLE>
 
<TABLE>
  <S>              <C>
  Transfer Fee...  $10
 
  - Not imposed on the first three transfers during a Contract Year nor,
    if the Annuity Account Value is at least $5,000 at the time of a
    transfer, on the fourth through twelfth transfers during a Contract
    Year. Pre-scheduled automatic dollar cost averaging or automatic
    rebalancing transfers are not counted.
</TABLE>
 
<TABLE>
  <S>                             <C>
  Account Fee...................  $35 per Contract Year
 
  - Waived if Annuity Account Value at the end of the Contract
    Year is $100,000 or more.
</TABLE>
 
                    A Contract Owner may also elect the Optional Death
                    Benefit(s) for which there is a charge, prorated among the
                    Sub-Accounts, which depends on the age and gender
                    classification (in accordance with state law) of the Owner
                    (or the Annuitant, if the Owner is a non-natural person) and
                    on the dollar amount which is at risk. (See "Charges and
                    Deductions -- Optional Death Benefit.")
 
                    VARIABLE ACCOUNT ANNUAL EXPENSES
                    (as a percentage of average account value)
 
<TABLE>
<S>                                                 <C>
Mortality and Expense Risk Charge.................   1.20%
Administrative Expense Charge.....................   0.10%
                                                    -----
Total Variable Account Annual Expenses............   1.30%
</TABLE>
 
                                                                               7
<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 Premium Payments are allocated to
the Variable Account. The table reflects expenses of the Variable Account as
well as of the Individual Funds underlying the Variable Sub-Accounts.
 
                                   FEE TABLE
<TABLE>
<CAPTION>
                                        ALGER AMERICAN FUND
                      --------------------------------------------------------
                                            ALGER        ALGER
                                           AMERICAN    AMERICAN      ALGER
                            ALGER         LEVERAGED     MIDCAP      AMERICAN
                       AMERICAN GROWTH      ALLCAP      GROWTH     SMALL CAP
                          PORTFOLIO       PORTFOLIO    PORTFOLIO   PORTFOLIO
                          --------        ----------   ---------  ------------
<S>                   <C>                 <C>          <C>        <C>
SEPARATE ACCOUNT
 ANNUAL EXPENSES
Mortality and
 Expense Risk
 Charge.............        1.20%             1.20%     1.20%          1.20%
Administrative
 Expense Charge.....        0.10%             0.10%     0.10%          0.10%
Total Separate
 Account Annual
 Expenses...........        1.30%             1.30%     1.30%          1.30%
FUND PORTFOLIO
 ANNUAL EXPENSES
Management Fees.....        0.75%             0.85%     0.80%          0.85%
Other Expenses......        0.10%             0.71%     0.10%          0.07%
Total Fund Portfolio
 Annual Expenses....        0.85%             1.56%(1)  0.90%          0.92%
 
<CAPTION>
 
                                                   FIDELITY VARIABLE
                                                INSURANCE PRODUCTS FUNDS
                      ----------------------------------------------------------------------------
                         ASSET        EQUITY     INVESTMENT     MONEY         HIGH
                        MANAGER       INCOME     GRADE BOND     MARKET       INCOME      OVERSEAS
                       PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO
                      -----------   ----------   ----------   ----------   ----------   ----------
<S>                  <C>            <C>          <C>          <C>          <C>          <C>
SEPARATE ACCOUNT
 ANNUAL EXPENSES
Mortality and
 Expense Risk
 Charge.............     1.20%         1.20%       1.20%        1.20%        1.20%        1.20%
Administrative
 Expense Charge.....     0.10%         0.10%       0.10%        0.10%        0.10%        0.10%
Total Separate
 Account Annual
 Expenses...........     1.30%         1.30%       1.30%        1.30%        1.30%        1.30%
FUND PORTFOLIO
 ANNUAL EXPENSES
Management Fees.....     0.71%         0.51%       0.45%        0.24%        0.60%        0.76%
Other Expenses......     0.08%         0.10%       0.14%        0.09%        0.11%        0.15%
Total Fund Portfolio
 Annual Expenses....     0.79%(2)      0.61%       0.59%        0.33%        0.71%(2)     0.91%
</TABLE>
 
- ------------------------
(1) Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
    is .06% of interest expense. Absent reimbursements, the amounts of Other
    Expenses and Total Fund Expenses would be 3.07% and 3.92% respectively, for
    the Alger American Leveraged AllCap Portfolio.
 
(2) A portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, Total Fund Portfolio Annual Expenses would
    have been 0.81% for the Asset Manager Portfolio, and 0.71% for the High
    Income Portfolio (note -- there were brokerage commissions paid, but it did
    not affect the ratio).
 
8
<PAGE>
The table does not reflect the deductions for the annual $35 Account Fee,
charges for any Optional Death Benefits selected, or premium tax equivalents.
The information set forth should be considered together with the information
provided in this Prospectus under the heading "Fees and Expenses", and in each
Fund's Prospectus. All expenses are expressed as a percentage of average account
value.
 
<TABLE>
<CAPTION>
                                                   NEUBERGER&BERMAN
      MFS VARIABLE INSURANCE TRUST           ADVISERS MANAGEMENT TRUST (5)
- ----------------------------------------- -----------------------------------           OCC ACCUMULATION TRUST
    MFS                                                LIMITED                   ------------------------------------
   TOTAL                      MFS WORLD               MATURITY                    GLOBAL
  RETURN      MFS UTILITIES  GOVERNMENTS   BALANCED     BOND        PARTNERS      EQUITY       MANAGED     SMALL CAP
  SERIES         SERIES        SERIES     PORTFOLIO   PORTFOLIO    PORTFOLIO     PORTFOLIO    PORTFOLIO    PORTFOLIO
- -----------   ------------- ------------- ---------- -----------   ----------    ---------    ---------    ----------
<S>           <C>           <C>           <C>        <C>           <C>           <C>          <C>          <C>
    1.20%          1.20%         1.20%       1.20%       1.20%          1.20%        1.20%        1.20%         1.20%
    0.10%          0.10%         0.10%       0.10%       0.10%          0.10%        0.10%        0.10%         0.10%
    1.30%          1.30%         1.30%       1.30%       1.30%          1.30%        1.30%        1.30%         1.30%
    0.75%          0.75%         0.75%       0.85%       0.65%          0.85%        0.80%        0.80%         0.80%
    0.25%          0.25%         0.25%       0.19%       0.10%          0.30%        0.45%        0.14%         0.20%
    1.00%(3)       1.00%(3)      1.00%(4)    1.04%       0.75%          1.15%        1.25%(6)     0.94%(6)      1.00%(6)
</TABLE>
 
- ------------------------
(3) The Funds' Adviser has agreed to bear, subject to reimbursement, expenses
    for each of the Total Return Series and Utilities Series, such that each
    Series' aggregate operating expense shall not exceed, on an annualized
    basis, 1.00% of the average daily net assets of the Series from November 2,
    1994 through December 31, 1996, 1.25% of the average daily net assets of the
    Series from January 1, 1997 through December 31, 1998, and 1.50% of the
    average daily net assets of the Series from January 1, 1999 through December
    31, 2004; provided however, that this obligation may be terminated or
    revised at any time. Absent this expense arrangement, "Other Expenses" and
    "Total Annual Expenses" would be 2.02% and 2.77%, respectively, for the
    Total Return Series, and 2.33% and 3.08%, respectively, for the Utility
    Series.
 
(4) The Funds' Adviser has agreed to bear, subject to reimbursement, until
    December 31, 2004, expenses of the World Governments Series such that the
    Series' aggregate operating expenses do not exceed 1.00%, on an annualized
    basis, of its average daily net assets. Absent this expense arrangement,
    "Other Expenses" and "Total Annual Expenses" for the World Governments
    Series would be 1.24% and 1.99%, respectively.
 
(5) Neuberger&Berman Advisers Management Trust (the "Trust") is divided into
    portfolios ("Portfolios"), each of which invests all of its net investable
    assets in a corresponding series ("Series") of Advisers Managers Trust.
    Expenses in the table reflect expenses of the Portfolios and include each
    Portfolio's pro rata portion of the operating expenses of each Portfolio's
    corresponding Series. The Portfolios pay Neuberger&Berman Management Inc.
    ("NBMI") an administration fee based on the Portfolios' net asset value.
    Each Portfolio's corresponding Series pays NBMI a management fee based on
    the Series' average daily net assets. Accordingly, this table combines
    management fees at the Series level and administration fees at the Portfolio
    level in a unified fee rate. See "Expenses" in the Trust's Prospectus.
 
(6) The annual expenses of the OCC Accumulation Trust Portfolios as of December
    31, 1995 have been restated to reflect new management fee and expense
    limitation arrangements in effect as of May 1, 1996. Effective May 1, 1996,
    the expenses of the Portfolios of the OCC Accumulation Trust are
    contractually limited by OpCap Advisors so that their respective annualized
    operating expenses do not exceed 1.25% of their respective average daily net
    assets. Furthermore, through April 30, 1997, the annualized operating
    expenses of the Managed and SmallCap Portfolios will be voluntarily limited
    by OpCap Advisors so that annualized operating expenses of these Portfolios
    do not exceed 1.00% of their respective average daily net assets. Without
    such voluntary expense limitations, and taking into account the revised
    contractual provisions effective May 1, 1996 concerning management fees and
    expense limitations, the Management Fees, Other Expenses and Total Portfolio
    Annual Expenses incurred for the fiscal year ended December 31, 1995 would
    have been: .80%, .45% and 1.25%, respectively, for the Global Equity
    Portfolio: .80%, .14% and .94%, respectively, for the Managed Portfolio and
    .80%, .39% and 1.19%, respectively, for the Small Cap Portfolio.
 
                                                                               9
<PAGE>
                    EXAMPLES
 
                    The Contract Owner would pay the following expenses on a
                    $1,000 investment, assuming a 5% annual return on assets,
                    and assuming all Premium Payments are allocated to the
                    Variable Account:
 
<TABLE>
<CAPTION>
                                                                                  1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                                                  ------   -------   -------   --------
<S>                                                                               <C>      <C>       <C>       <C>
                     1. IF THE CONTRACT IS SURRENDERED AT THE END OF THE APPLICABLE TIME PERIOD:
                     Alger Small Capitalization Portfolio.......................   $83      $114      $148       $262
                     Alger Leveraged AllCap Portfolio...........................   $89      $133      $180       $324
                     Alger MidCap Growth Portfolio..............................   $83      $113      $147       $260
                     Alger Growth Portfolio.....................................   $82      $112      $144       $254
                     Fidelity VIP Equity-Income Portfolio.......................   $80      $105      $132       $230
                     Fidelity VIP Money Market Portfolio........................   $77      $ 96      $118       $200
                     Fidelity VIP High Income Portfolio.........................   $81      $108      $137       $240
                     Fidelity VIP Overseas Portfolio............................   $83      $114      $147       $261
                     Fidelity VIP II Investment Grade Bond Portfolio............   $79      $104      $131       $227
                     Fidelity VIP II Asset Manager Portfolio....................   $81      $110      $141       $248
                     MFS Total Return Series....................................   $84      $116      $152       $270
                     MFS Utilities Series.......................................   $84      $116      $152       $270
                     MFS World Governments Series...............................   $84      $116      $152       $270
                     AMT Balanced Portfolio.....................................   $84      $118      $154       $274
                     AMT Limited Maturity Bond Portfolio........................   $81      $109      $139       $244
                     AMT Partners Portfolio.....................................   $85      $121      $159       $285
                     OCC Global Equity Portfolio................................   $86      $124      $164       $295
                     OCC Managed Portfolio......................................   $83      $115      $149       $264
                     OCC Small Cap Portfolio....................................   $84      $116      $152       $270
</TABLE>
 
                    2.  IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
                    ANNUITIZED:
 
<TABLE>
<S>                                                                               <C>      <C>       <C>       <C>
                     Alger Small Capitalization Portfolio.......................   $23      $ 71      $122       $262
                     Alger Leveraged AllCap Portfolio...........................   $30      $ 91      $154       $324
                     Alger MidCap Growth Portfolio..............................   $23      $ 71      $121       $260
                     Alger Growth Portfolio.....................................   $22      $ 69      $119       $254
                     Fidelity VIP Equity-Income Portfolio.......................   $20      $ 62      $106       $230
                     Fidelity VIP Money Market Portfolio........................   $17      $ 53      $ 92       $200
                     Fidelity VIP High Income Portfolio.........................   $21      $ 65      $112       $240
                     Fidelity VIP Overseas Portfolio............................   $23      $ 71      $122       $261
                     Fidelity VIP II Investment Grade Bond Portfolio............   $20      $ 61      $105       $227
                     Fidelity VIP II Asset Manager Portfolio....................   $22      $ 68      $116       $248
                     MFS Total Return Series....................................   $24      $ 74      $126       $270
                     MFS Utilities Series.......................................   $24      $ 74      $126       $270
                     MFS World Governments Series...............................   $24      $ 74      $126       $270
                     AMT Balanced Portfolio.....................................   $24      $ 75      $128       $274
                     AMT Limited Maturity Bond Portfolio........................   $21      $ 66      $114       $244
                     AMT Partners Portfolio.....................................   $26      $ 78      $134       $285
                     OCC Global Equity Portfolio................................   $27      $ 81      $139       $295
                     OCC Managed Portfolio......................................   $23      $ 72      $123       $264
                     OCC Small Cap Portfolio....................................   $24      $ 74      $126       $270
</TABLE>
 
                    The preceding tables are intended to assist the Owner in
                    understanding the costs and expenses borne, directly or
                    indirectly, by Premium Payments allocated to the Variable
                    Account. These include the expenses of the Funds, certain of
                    which are subject to expense reimbursement arrangements
                    which may be subject to change. See the Funds' Prospectuses.
                    In addition to the expenses listed above, charges for
                    premium tax equivalents and charges for any Optional Death
                    Benefit(s) selected may be applicable.
 
                    These examples reflect the annual $35 Account Fee as an
                    annual charge of .07% of assets, based upon an anticipated
                    average Annuity Account Value of $50,000.
 
10
<PAGE>
                    THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF
                    PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER
                    OR LESS THAN THOSE SHOWN.
 
CONDENSED FINANCIAL INFORMATION
 
                    The Variable Account commenced operations on January 22,
                    1996, and has not yet had a fiscal year end. The starting
                    Accumulation Unit value for each Sub-Account was $10.00.
 
THE COMPANY AND THE VARIABLE ACCOUNT
 
                    THE COMPANY. The Company is a stock life insurance company
                    incorporated under the laws of Connecticut in 1981. Its Home
                    Office mailing address is Hartford, Connecticut 06152,
                    Telephone (860) 726-6000. As of April 1, 1996, it has
                    obtained authorization to do business in the District of
                    Columbia and all states except Alabama, Illinois, New
                    Jersey, New York and North Carolina. The Company issues
                    group and individual life insurance policies and annuities.
                    The Company is a wholly-owned subsidiary of Connecticut
                    General Life Insurance Company which is a wholly-owned
                    subsidiary of Connecticut General Corporation, Bloomfield,
                    Connecticut. Connecticut General Corporation is wholly-owned
                    by CIGNA Holdings Inc., Philadelphia, Pennsylvania which is
                    in turn wholly-owned by CIGNA Corporation, Philadelphia,
                    Pennsylvania. Connecticut General Corporation is the holding
                    company of various insurance companies, one of which is
                    CIGNA Life Insurance Company.
 
                    THE VARIABLE ACCOUNT. The Variable Account was established
                    by the Company as a separate account on October 11, 1994
                    pursuant to a resolution of its Board of Directors. Under
                    Connecticut insurance law, the income, gains or losses of
                    the Variable Account are credited to or charged against the
                    assets of the Variable Account without regard to the other
                    income, gains, or losses of the Company. Although that
                    portion of the assets maintained in the Variable Account
                    equal to the reserves and other contract liabilities with
                    respect to the Variable Account will not be charged with any
                    liabilities arising out of any other business conducted by
                    the Company, all obligations arising under the Contracts,
                    including the promise to make annuity payments, are general
                    corporate obligations of the Company.
 
                    The Variable Account is registered with the Securities and
                    Exchange Commission ("Commission") as a unit investment
                    trust under the Investment Company Act of 1940, as amended
                    ("the 1940 Act") and meets the definition of a separate
                    account under the federal securities laws. Registration with
                    the Commission does not involve supervision of the
                    management or investment practices or policies of the
                    Variable Account or of the Company by the Commission.
 
                    The assets of the Variable Account are divided into
                    Sub-Accounts. Each Sub-Account invests exclusively in shares
                    of a specific Fund. All amounts allocated to the Variable
                    Account will be used to purchase Fund shares as designated
                    by the Owner at their net asset value. Any and all
                    distributions made by the Fund with respect to the shares
                    held by the Variable Account will be reinvested to purchase
                    additional shares at their net asset value. Deductions from
                    the Variable Account for cash withdrawals, annuity payments,
                    death benefits, account fees, mortality and expense risk
                    charges, administrative expense charges, the cost of any
                    Optional Death Benefit(s) and any applicable taxes will, in
                    effect, be made by redeeming the number of Fund shares at
                    their net asset value equal in total value to the amount to
                    be deducted. The Variable Account will purchase and redeem
                    Fund shares on an aggregate basis and will be fully invested
                    in Fund shares at all times.
 
THE FUNDS
 
                    Each of the nineteen Sub-Accounts of the Variable Account is
                    invested solely in shares of one of the nineteen Funds
                    available as funding vehicles under the Contracts. Each of
 
                                                                              11
<PAGE>
                    the Funds is a series of one of six Massachusetts or
                    Delaware business trusts, collectively referred to herein as
                    the "Trusts", each of which is registered as an open-end,
                    diversified management investment company under the 1940
                    Act.
 
                    The Trusts and their investment advisers and distributors
                    are:
 
                        Alger American Fund ("Alger Trust"), managed by Fred
                        Alger Management, Inc., 75 Maiden Lane, New York, NY
                        10038; and distributed by Fred Alger & Company,
                        Incorporated, 30 Montgomery Street, Jersey City, NJ
                        07302;
 
                        Variable Insurance Products Fund ("Fidelity Trust"), and
                        Variable Insurance Products Fund II ("Fidelity Trust
                        II"), managed by Fidelity Management & Research Company
                        and distributed by Fidelity Distribution Corporation, 82
                        Devonshire Street, Boston, MA 02103;
 
                        MFS-Registered Trademark- Variable Insurance Trust ("MFS
                        Trust"), managed by Massachusetts Financial Services
                        Company and distributed by MFS Fund Distributors, Inc.,
                        500 Boylston Street, Boston, MA 02116;
 
                        Neuberger & Berman Advisers Management Trust ("AMT
                        Trust"), managed and distributed by Neuberger & Berman
                        Management Incorporated, 605 Third Avenue, New York, NY
                        10158-0006;
 
                        OCC Accumulation Trust ("OCC Trust")(formerly Quest for
                        Value Accumulation Trust), managed by OpCap Advisors
                        (formerly Quest for Value Advisors) and distributed by
                        OCC Distributors (formerly Quest for Value
                        Distributors), One World Financial Center, New York, NY
                        10281.
 
                    Four Funds of ALGER Trust are available under the Contracts:
                        Alger American Growth Portfolio;
                        Alger American Leveraged AllCap Portfolio;
                        Alger American MidCap Growth Portfolio;
                        Alger American Small Capitalization Portfolio.
 
                    Four Funds of FIDELITY Trust are available under the
                    Contracts:
                        Equity-Income Portfolio ("Fidelity Equity-Income
                        Portfolio").
                        Money Market Portfolio ("Fidelity Money Market
                    Portfolio").
                        High Income Portfolio ("Fidelity High Income
                    Portfolio");
                        Overseas Portfolio ("Fidelity Overseas Portfolio").
 
                    Two Funds of FIDELITY Trust II are available under the
                    Contracts:
                        Asset Manager Portfolio ("Fidelity Asset Manager
                    Portfolio");
                        Investment Grade Bond Portfolio ("Fidelity Bond
                    Portfolio").
 
                    Three Funds of MFS Trust are available under the Contracts:
                        MFS Total Return Series;
                        MFS Utilities Series;
                        MFS World Governments Series.
 
                    Three Funds of AMT Trust are available under the Contracts:
                        Balanced Portfolio;
                        Limited Maturity Bond Portfolio;
                        Partners Portfolio.
 
                    Three Funds of OCC Trust are available under the Contracts:
                        Global Equity Portfolio;
                        Managed Portfolio;
                        Small Cap Portfolio.
 
                    The investment advisory fees charged the Funds by their
                    advisers are shown in the Fee Table at pages 8 and 9 of this
                    Prospectus.
 
12
<PAGE>
                    There follows a brief description of the investment
                    objective and program of each Fund. There can be no
                    assurance that any of the stated investment objectives will
                    be achieved.
 
                    ALGER AMERICAN GROWTH PORTFOLIO (Large Cap Stocks): Seeks
                    long-term capital appreciation by investing in a
                    diversified, actively managed portfolio of equity
                    securities, primarily of companies with total market
                    capitalization of $1 billion or greater.
 
                    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO (Large Cap
                    Stocks): Seeks long-term capital appreciation by investing
                    in a diversified, actively managed portfolio of equity
                    securities, with the ability to engage in leveraging (up to
                    one-third of assets) and options and futures transactions.
 
                    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO (Small Cap Stocks):
                    Seeks long-term capital appreciation by investing in a
                    diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the S & P MidCap 400 Index.
 
                    ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO (Small Cap
                    Stocks): Seeks long-term capital appreciation by investing
                    in a diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the Russell 2000 Growth Index.
 
                    FIDELITY ASSET MANAGER PORTFOLIO (Balanced or Total Return)
                    : Seeks high total return with reduced risk over the
                    long-term by allocating its assets among domestic and
                    foreign stocks, bonds and short-term fixed-income
                    instruments.
 
                    FIDELITY INVESTMENT GRADE BOND PORTFOLIO (Fixed Income --
                    Intermediate Term Bonds): Seeks as high a level of current
                    income as is consistent with the preservation of capital by
                    investing in a broad range of investment-grade fixed-income
                    securities.
 
                    FIDELITY EQUITY-INCOME PORTFOLIO (Large Cap Stocks): Seeks
                    reasonable income by investing primarily in income-producing
                    equity securities, with some potential for capital
                    appreciation, seeking a yield that exceeds the composite
                    yield on the securities comprising the Standard and Poor's
                    Composite Index of 500 Stocks.
 
                    FIDELITY MONEY MARKET PORTFOLIO (Money Market): Seeks as
                    high a level of current income as is consistent with
                    preserving capital and providing liquidity, through
                    investment in high quality U.S. dollar denominated money
                    market securities of domestic and foreign issuers.
 
                    FIDELITY HIGH INCOME PORTFOLIO (High Yield Bonds): Seeks
                    high current income by investing mainly in high yielding
                    debt securities, with an emphasis on lower quality
                    securities.
 
                    FIDELITY OVERSEAS PORTFOLIO (International Equity): Seeks
                    long term growth of capital by investing mainly in foreign
                    securities.
 
                    MFS TOTAL RETURN SERIES (Balanced or Total Return): Seeks
                    primarily to obtain above-average income, (compared to a
                    portfolio invested entirely in equity securities) consistent
                    with the prudent employment of capital, and secondarily to
                    provide a reasonable opportunity for growth of capital and
                    income.
 
                    MFS UTILITIES SERIES (Specialty): Seeks capital growth and
                    current income (income above that available from a portfolio
                    invested entirely in equity securities) by investing, under
                    normal circumstances, at least 65% of its assets in equity
                    and debt securities of utility companies.
 
                    MFS WORLD GOVERNMENTS SERIES (International Fixed Income):
                    Seeks not only preservation, but also growth, of capital
                    together with moderate current income through a
                    professionally managed, internationally diversified
                    portfolio consisting primarily of debt securities and to a
                    lesser extent equity securities.
 
                                                                              13
<PAGE>
                    AMT BALANCED PORTFOLIO (Balanced or Total Return): Seeks
                    long-term capital growth and reasonable current income
                    without undue risk to principal.
 
                    AMT LIMITED MATURITY BOND PORTFOLIO (Short-Term Bonds):
                    Seeks the highest current income consistent with low risk to
                    principal and liquidity; and secondarily, enhanced total
                    return through capital appreciation when market factors,
                    such as falling interest rates and rising bond prices,
                    indicate that capital appreciation may be available without
                    significant risk to principal.
 
                    AMT PARTNERS PORTFOLIO (Large Cap Stocks): Seeks capital
                    growth. Invests primarily in common stocks of established
                    companies, using the value-oriented investment approach. The
                    Portfolio seeks capital growth through an investment
                    approach that is designed to increase capital with
                    reasonable risk. Its investment program seeks securities
                    believed to be undervalued based on strong fundamentals such
                    as low price-to-earnings ratios, consistent cash flow, and
                    support from asset values.
 
                    OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
                    long-term capital appreciation through a global investment
                    strategy primarily involving equity securities.
 
                    OCC MANAGED PORTFOLIO (Balanced or Total Return): Seeks
                    growth of capital over time through investment in a
                    portfolio of common stocks, bonds and cash equivalents, the
                    percentage of which will vary based on management's
                    assessments of relative investment values.
 
                    OCC SMALL CAP PORTFOLIO (Small Cap Stocks): Seeks capital
                    appreciation through investments in a diversified portfolio
                    of equity securities of companies with market
                    capitalizations of under $1 billion.
 
                    The AMT Partners Portfolio, Fidelity Equity-Income
                    Portfolio, Fidelity Asset Manager Portfolio, Fidelity High
                    Income Portfolio, Fidelity Overseas Portfolio, MFS Total
                    Return Series, MFS Utilities Series, MFS World Governments
                    Series, OCC Global Equity Portfolio, OCC Managed Portfolio,
                    and the OCC Small Cap Portfolio funds may invest in
                    non-investment grade, high yield, high-risk debt securities
                    (commonly referred to as "junk bonds"), as detailed in the
                    individual Fund prospectuses.
 
                    GENERAL
 
                    There is no assurance that the investment objective of any
                    of the Funds will be met. Contract Owners bear the complete
                    investment risk for Annuity Account Values allocated to a
                    Variable Account Sub-Account. Each such Sub-Account involves
                    inherent investment risk, and such risk varies significantly
                    among the Sub-Accounts. Contract 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 Contracts.
                    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 and Contract Value --
                    Allocation of Premium Payments").
 
                    SUBSTITUTION OF SECURITIES
 
                    If the shares of any Fund should no longer be available for
                    investment by the Variable Account or if, in the judgment of
                    the Company, further investment in such shares should become
                    inappropriate in view of the purpose of the Contracts, 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.
 
14
<PAGE>
                    VOTING RIGHTS
 
                    In accordance with its view of present applicable law, the
                    Company will vote the shares of each Fund held in the
                    Variable Account at special meetings of the shareholders of
                    the particular Trust in accordance with written instructions
                    received from persons having the voting interest in the
                    Variable Account. The Company will vote shares for which it
                    has not received instructions, as well as shares
                    attributable to it, in the same proportion as it votes
                    shares for which it has received instructions. The Trusts do
                    not hold regular meetings of shareholders. Shareholder votes
                    take place whenever state law or the 1940 Act so require,
                    for example on certain elections of Boards of Trustees, the
                    initial approval of investment advisory contracts and
                    changes in investment objectives and fundamental investment
                    policies.
 
                    The number of shares which a person has a right to vote will
                    be determined as of a date to be chosen by the Company 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 Contract 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.
 
PREMIUM PAYMENTS AND CONTRACT VALUE
 
                    PREMIUM PAYMENTS
 
                    The Contracts may be purchased under a flexible premium
                    payment plan. Premium Payments are payable in the frequency
                    and in the amount selected by the Contract Owner. The
                    initial Premium Payment is due on the Effective Date. It
                    must be at least $2,500 ($2,000 for an Individual Retirement
                    Annuity under Section 408 of the Code). Subsequent Premium
                    Payments must be at least $100. These minimum amounts are
                    not waived for Qualified Plans. The Company reserves the
                    right to decline any application or order to purchase or
                    Premium Payment. A Premium Payment in excess of $1 million
                    requires preapproval by the Company.
 
                    The Company may, at its sole discretion, offer special
                    premium payment programs
                    and/or waive the minimum payment requirements.
 
                    The Contract Owner may elect to increase, decrease or change
                    the frequency of Premium Payments.
 
                    ALLOCATION OF PREMIUM PAYMENTS
 
                    Premium Payments are allocated to one or more of the
                    appropriate Sub-Accounts within the Variable Account and
                    Fixed Account as selected by the Contract Owner. For each
                    Variable Account Sub-Account, the Premium Payments are
                    converted into Accumulation Units. The number of
                    Accumulation Units credited to the Contract is determined by
                    dividing the Premium Payment allocated to the Sub-Account by
                    the value of the Accumulation Unit for the Sub-Account.
 
                                                                              15
<PAGE>
                    The Company will allocate the initial Premium Payment
                    directly to the Sub-Account(s) selected by the Owner unless
                    state law requires, during the right-to-examine period, a
                    refund of Premium Payments rather than Annuity Account
                    Value.
 
                    Transfers do not necessarily affect the allocation
                    instructions for payments. Subsequent payments will be
                    allocated as directed by the Owner; if no direction is
                    given, the allocation will be that which has been most
                    recently directed for payments by the Owner. The Owner may
                    change the allocation of future payments without fee,
                    penalty or other charge upon written notice to the Annuity &
                    Variable Life Services Center. A change will be effective
                    for payments received on or after receipt of the written
                    notice of change.
 
                    Any Premium Payment at the time of any allocation may be
                    allocated to a single or multiple sub-accounts in whole
                    percentages (i.e., 12%). No allocation can be made which
                    would result in a Variable Account Sub-Account of less than
                    $50 or a Fixed Account Sub-Account value of less than
                    $2,500. Further, at this time, no more than 18 Fixed Account
                    and Variable Account Sub-Accounts may be opened during the
                    life of the Contract. The Company may expand this number at
                    a future date.
 
                    The Company may, at its sole discretion, waive minimum
                    premium allocation requirements or minimum Variable Account
                    Sub-Account requirements.
 
                    For initial Premium Payments, if the application or order to
                    purchase for a Contract is in good order, the Company will
                    apply the Premium Payment to the Variable Account and credit
                    the Contract with Accumulation Units within two business
                    days of receipt at the Accumulation Unit Value for the
                    Valuation Period during which the Premium Payment is
                    accepted unless state law requires, during the
                    right-to-examine period, a refund of Premium Payments rather
                    than Annuity Account Value.
 
                    If the application or order to purchase for a Contract is
                    not in good order, the Company will attempt to get it in
                    good order or the Company will return the application or
                    order to purchase and the Premium Payment within five
                    business days. The Company will not retain a Premium Payment
                    for more than five business days while processing an
                    incomplete application or order to purchase unless it has
                    been so authorized by the purchaser.
 
                    For each subsequent Premium Payment, the Company will apply
                    such payment to the Variable Account and credit the Contract
                    with Accumulation Units at the Accumulation Unit Value for
                    the Valuation Period during which each such payment was
                    received in good order.
 
                    OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS
 
                    The Contract Owner may elect to enroll in either of the
                    following programs. However, both programs cannot be in
                    effect at the same time.
 
                    DOLLAR COST AVERAGING
 
                    Dollar Cost Averaging is a program which, if elected by the
                    Contract Owner, systematically allocates specified dollar
                    amounts from the Money Market Sub-Account or the One-Year
                    Fixed Account Sub-Account to one or more of the Contract's
                    Variable Account Sub-Accounts at regular intervals as
                    selected by the Contract Owner. By allocating on a regularly
                    scheduled basis as opposed to allocating the total amount at
                    one particular time, an Owner may be less susceptible to the
                    impact of market fluctuations.
 
                    Dollar Cost Averaging may be selected by establishing a
                    Money Market Sub-Account of at least $1,000 or the One-Year
                    Fixed Account Sub-Account value of at least $2,500.
 
16
<PAGE>
                    The minimum amount per month to allocate is $50 (subject to
                    the 18 Sub-Account limitation described under "Allocation of
                    Premium Payments" above). Enrollment in this program may
                    occur at any time by calling the Annuity & Variable Life
                    Services Center or by providing the information requested on
                    the Dollar Cost Averaging election form to the Company and
                    ensuring that sufficient value is in the Money Market
                    Sub-Account or the One-year Fixed Account Sub-Account.
                    Transfers to any Fixed Account Sub-Account or from a Fixed
                    Account Sub-Account other than the One-Year Fixed Account
                    Sub-Account are not permitted under Dollar Cost Averaging.
                    The Company may, at its sole discretion, waive Dollar Cost
                    Averaging minimum deposit and transfer requirements.
 
                    Dollar Cost Averaging will terminate when any of the
                    following occurs: (1) the number of designated transfers has
                    been completed; (2) the value of the Money Market Sub-
                    Account or the One-Year Fixed Sub-Account is insufficient to
                    complete the next transfer; (3) the Owner requests
                    termination by telephone or in writing and such request is
                    received at least one week prior to the next scheduled
                    transfer date to take effect that month; or (4) the Contract
                    is surrendered.
 
                    The Dollar Cost Averaging program may not be active
                    following the Annuity Date. There is no current charge for
                    Dollar Cost Averaging but the Company reserves the right to
                    charge for this program.
 
                    AUTOMATIC REBALANCING
 
                    Automatic Rebalancing is an option which, if elected by the
                    Contract Owner, periodically restores to a pre-determined
                    level the percentage of Contract Value allocated to each
                    Variable Account Sub-Account (e.g. 20% Money Market, 50%
                    Growth, 30% Utilities). This pre-determined level will be
                    the allocation initially selected when the Contract was
                    purchased, unless subsequently changed. The Automatic
                    Rebalancing allocation may be changed at any time by
                    submitting a request to the Company.
 
                    If Automatic Rebalancing is elected, all Net Premium
                    Payments allocated to the Variable Account Sub-Accounts must
                    be subject to Automatic Rebalancing. The Fixed Account
                    Sub-Account is not available for Automatic Rebalancing.
 
                    Automatic Rebalancing may take place on either a quarterly,
                    semi-annual or annual basis, as selected by the Owner. Once
                    the rebalancing option is activated, any Variable Account
                    Sub-Account transfers executed outside of the rebalancing
                    option will terminate the Automatic Rebalancing option. Any
                    subsequent premium payment or withdrawal that modifies the
                    net account balance within each Variable Account Sub-Account
                    may also cause termination of the Automatic Rebalancing
                    option. Any such termination will be confirmed to the Owner.
                    The Owner may terminate the Automatic Rebalancing option or
                    re-enroll at any time by calling or writing the Annuity &
                    Variable Life Service Center.
 
                    The Automatic Rebalancing program may not be active
                    following the Annuity Date. There is no current charge for
                    Automatic Rebalancing but the Company reserves the right to
                    charge for this program.
 
                    CONTRACT VALUE
 
                    The value of the Contract is the sum of the values
                    attributable to the Contract for each Fixed and Variable
                    Sub-Account. The value of each Variable Sub-Account is
                    determined by multiplying the number of Accumulation Units
                    attributable to the Contract in the Sub-Account by the value
                    of an Accumulation Unit for the Sub-Account.
 
                                                                              17
<PAGE>
                    ACCUMULATION UNIT
 
                    Premium Payments allocated to the Variable Account are
                    converted into Accumulation Units. This is done by dividing
                    each Premium Payment by the value of an Accumulation Unit
                    for the Valuation Period during which the Premium Payment is
                    allocated to the Variable Account. The Accumulation Unit
                    value for each Sub-Account will be set initially at $10. It
                    may increase or decrease from Valuation Period to Valuation
                    Period. The Accumulation Unit value for any later Valuation
                    Period is determined by multiplying the Accumulation Unit
                    Value for that Sub-Account for the preceding Valuation
                    Period by the Net Investment Factor for the current
                    Valuation Period. The Net Investment Factor is calculated as
                    follows:
 
                    The Net Investment Factor for any Variable Account
                    Sub-Account for any Valuation Period is determined by
                    dividing (a) by (b) and then subtracting (c) from the
                    result, where:
                    (a) Is the net result of:
                       (1)the net asset value (as described in the prospectus
                          for the Fund) of a Fund share held in the Variable
                          Account Sub-Account determined as of the end of the
                          Valuation Period, plus
                       (2)the per share amount of any dividend or other
                          distribution declared by the Fund on the shares held
                          in the Variable Account Sub-Account if the
                          "ex-dividend" date occurs during the Valuation Period,
                          plus or minus
                       (3)a per share credit or charge with respect to any taxes
                          paid or reserved for by the Company during the
                          Valuation Period which are determined by the Company
                          to be attributable to the operation of the Variable
                          Account Sub-Account;
                    (b) is the net asset value of a Fund share held in the
                        Variable Account Sub-Account determined as of the end of
                        the preceding Valuation Period; and
                    (c) is the asset charge factor determined by the Company for
                        the Valuation Period to reflect the charges for assuming
                        the mortality and expense risks and for administrative
                        expenses.
 
                    The asset charge factor for any Valuation Period is equal to
                    the daily asset charge factor multiplied by the number of
                    24-hour periods in the Valuation Period.
 
CHARGES AND DEDUCTIONS
 
                    Various charges and deductions are made from Annuity Account
                    Values and the Variable Account. These charges and
                    deductions are:
 
                    CONTINGENT DEFERRED SALES CHARGE (SALES LOAD)
 
                    Upon a partial withdrawal or full surrender, a Contingent
                    Deferred Sales Charge (sales load) will be calculated and
                    will be deducted from the Annuity Account Value. This Charge
                    reimburses the Company for expenses incurred in connection
                    with the promotion, sale and distribution of the Contracts.
                    The Contingent Deferred Sales Charge applies only to those
                    Premium Payments received within seven (7) years of the date
                    of partial withdrawal or full surrender. In calculating the
                    Contingent Deferred Sales Charge, Premium Payments are
                    allocated to the amount surrendered or withdrawn on a
                    first-in, first-out basis. The amount of the Contingent
                    Deferred Sales Charge is calculated by:
 
18
<PAGE>
                    (a) allocating Premium Payments to the amount withdrawn or
                    surrendered; (b) multiplying each allocated Premium Payment
                    that has been held under the Contract for the period shown
                    below by the charge shown below:
 
<TABLE>
<CAPTION>
                                   YEARS SINCE PAYMENT   CHARGE
                                   -------------------   -------
                                   <S>                   <C>
                                           0-1               7%
                                           1-2               6%
                                           2-3               5%
                                           3-4               4%
                                           4-5               3%
                                           5-6               2%
                                           6-7               1%
                                           7+                0
</TABLE>
 
                    and (c) adding the products of each multiplication in (b)
                    above. The charge will not exceed 7% of the Premium
                    Payments. Any applicable negative Market Value Adjustment
                    and Account Fee will be deducted before application of the
                    Contingent Deferred Sales Charge. The charge is not imposed
                    on any death benefit paid or upon amounts applied to an
                    annuity option.
 
                    A Contract Owner may, not more frequently than once each
                    Contract Year, make a withdrawal of up to fifteen percent
                    (15%) of Premium Payments, or any remaining portion thereof,
                    without incurring a Contingent Deferred Sales Charge. The
                    earliest Premium Payments remaining in the Contract will be
                    deemed withdrawn first under this Fifteen Percent Free, even
                    if no Contingent Deferred Sales Charge would have been
                    assessed on such a withdrawal. No Contingent Deferred Sales
                    Charge will be deducted on withdrawals from Premium Payments
                    which have been held under the Contract for more than seven
                    (7) Contract Years or from annuity payments. The Company may
                    also eliminate or reduce the Contingent Deferred Sales
                    Charge under the Company procedures then in effect.
 
                    For a partial withdrawal, unless the Owner designates
                    otherwise, the Contingent Deferred Sales Charge will be
                    deducted proportionately from the Sub-Account(s) from which
                    the withdrawal is to be made by cancelling Accumulation
                    Units from each applicable Sub-Account in the ratio that the
                    value of each Sub-Account bears to the total of the values
                    of the Sub-Accounts from which the partial withdrawal is
                    made. If the value(s) of such Sub-Account(s) are
                    insufficient, the amount payable on the withdrawal will be
                    net of any remaining Contingent Deferred Sales Charges
                    unless the Owner and the Company agree otherwise.
 
                    Commissions will be paid to broker-dealers who sell the
                    Contracts. Total allowances, up to an amount equal to 6.50%
                    of Premium Payments, will be made for promotional or
                    distribution expenses associated with the marketing of the
                    Contracts. To the extent that the Contingent Deferred Sales
                    Charge is insufficient to cover the actual cost of
                    distribution, the Company may use any of its corporate
                    assets, including potential profit which may arise from the
                    Mortality and Expense Risk Charge, to make up any
                    difference.
 
                    MORTALITY AND EXPENSE RISK CHARGE
 
                    The Company deducts on each Valuation Date a Mortality and
                    Expense Risk Charge which is equal, on an annual basis, to
                    1.20% of the average daily net assets of the Variable
                    Account (consisting of approximately .70% for mortality
                    risks and approximately .50% for expense risks). The
                    mortality risks assumed by the Company arise from its
                    contractual obligation to make annuity payments after the
                    Annuity Date for the life of the Annuitant in accordance
                    with annuity rates guaranteed in the Contracts. The expense
 
                                                                              19
<PAGE>
                    risk assumed by the Company is that all actual expenses
                    involved in administering the Contracts, including Contract
                    maintenance costs, administrative costs, mailing costs, data
                    processing costs, legal fees, accounting fees, filing fees,
                    and the costs of other services may exceed the amount
                    recovered from the Account Fee and the Administrative
                    Expense Charge.
 
                    If the Mortality and Expense Risk Charge is insufficient to
                    cover the actual costs, the loss will be borne by the
                    Company. Conversely, if the amount deducted proves more than
                    sufficient, the excess will be a profit to the Company. The
                    Company expects to profit from this charge.
 
                    The Mortality and Expense Risk Charge is guaranteed by the
                    Company and cannot be increased.
 
                    ADMINISTRATIVE EXPENSE CHARGE
 
                    The Company deducts on each Valuation Date an Administrative
                    Expense Charge which is equal, on an annual basis, to 0.10%
                    of the average daily net assets of the Variable Account.
                    This charge is to reimburse the Company for a portion of its
                    expenses in administering the Contracts. This charge is
                    guaranteed by the Company and cannot be increased, and the
                    Company will not derive a profit from this charge.
 
                    ACCOUNT FEE
 
                    The Company deducts an annual Account Fee of $35 from the
                    Annuity Account Value on the last Valuation Date of each
                    Contract Year. This charge is to reimburse the Company for a
                    portion of its administrative expenses (see above). Prior to
                    the Annuity Date, this charge is deducted by cancelling
                    Accumulation Units from each applicable Sub-Account in the
                    ratio that the value of each Sub-Account bears to the total
                    Annuity Account Value. When the Contract is annuitized or
                    surrendered for its full Surrender Value on other than a
                    Contract Anniversary, the Account Fee will be prorated at
                    the time of surrender or annuitization. On and after the
                    Annuity Date, the Account Fee will be collected
                    proportionately from the Sub-Account(s) on which the
                    Variable Annuity payment is based, prorated on a monthly
                    basis and will result in a reduction of the annuity
                    payments. The Account Fee will be waived for any Contract
                    Year in which the Annuity Account Value equals or exceeds
                    $100,000 as of the last Valuation Date of the Contract Year.
 
                    PREMIUM TAX EQUIVALENTS
 
                    Premium tax equivalents or other taxes payable to a state,
                    municipality or other governmental entity will be charged
                    against Annuity Account Value. Premium taxes currently
                    imposed by certain states on the Contracts offered hereby
                    range from 0% to 3.5% of Premiums paid. Some states assess
                    premium taxes at the time Premium Payments are made; others
                    assess premium taxes at the time annuity payments begin. The
                    Company will, in its sole discretion, determine when taxes
                    have resulted from: the investment experience of the
                    Variable Account; receipt by the Company of the Premium
                    Payment(s); or commencement of annuity payments. The Company
                    may, at its sole discretion, pay taxes when due and deduct
                    an equivalent amount reflecting investment experience from
                    the Annuity Account Value at a later date. Payment at an
                    earlier date does not waive any right the Company may have
                    to deduct amounts at a later date.
 
20
<PAGE>
                    INCOME TAXES
 
                    While the Company is not currently maintaining a provision
                    for federal income taxes, the Company has reserved the right
                    to establish a provision for income taxes if it determines,
                    in its sole discretion, that it will incur a tax as a result
                    of the operation of the Variable Account. The Company will
                    deduct for any income taxes incurred by it as a result of
                    the operation of the Variable Account whether or not there
                    was a provision for taxes and whether or not it was
                    sufficient.
 
                    FUND EXPENSES
 
                    There are other deductions from, and expenses paid out of,
                    the assets of the Funds which are described in the
                    accompanying Funds' prospectuses.
 
                    TRANSFER FEE
 
                    Prior to the Annuity Date, a Contract Owner may transfer all
                    or a part of the Annuity Account Value in a Sub-Account to
                    another Sub-Account without the imposition of any transfer
                    fee or charge if there have been no more than three
                    transfers made in the Contract Year (twelve if the Annuity
                    Account Value is at least $5000 at the time of a transfer.)
                    For additional transfers, the Company reserves the right to
                    deduct a transfer fee of up to $10 per transfer.
                    Prescheduled automatic Dollar Cost Averaging or Automatic
                    Rebalancing transfers are not counted toward the twelve (or
                    three) transfer limit. The Company reserves the right to
                    charge a fee of up to $10 for each transfer after the
                    Annuity Date. The transfer fee at any given time is
                    guaranteed not to exceed $10, will not be set at a level
                    greater than its cost and will contain no element of profit.
 
                    OPTIONAL DEATH BENEFIT
 
                    If no Optional Death Benefit is selected, the death benefit
                    under the Contract will be the Annuity Account Value as of
                    the date of payment of the death benefit. No additional
                    charge is imposed for that death benefit.
 
                    For an additional charge, as described below, an Optional
                    Death Benefit can be selected at the time the Contract is
                    applied for. Under each form of Optional Death Benefit, the
                    death benefit payable will be the greater of the Annuity
                    Account Value, or some other amount as of the date of
                    payment of the death benefit. That other amount can be one
                    or more of
 
                    OPTION A. Premium Payments made, less partial withdrawals.
 
                    OPTION B. Premium Payments made, less partial withdrawals,
                    with interest compounded daily at a rate equivalent to 5%
                    per year during the first seven Contract Years. As of the
                    beginning of the eighth Contract Year, the amount of death
                    benefit will decrease and thereafter be equal to total
                    Premium Payments made, less partial withdrawals. Only
                    available if the Owner (or the Annuitant, if the Owner is a
                    non-natural person) has not reached his or her 72nd birthday
                    at the Effective Date.
 
                    OPTION C. The Annuity Account Value on the seven-year
                    Contract Anniversary immediately preceding the date the
                    death benefit election is effective or is deemed to become
                    effective, adjusted for any subsequent Premium Payments and
                    partial withdrawals and charges made between the immediate
                    preceding seven-year Contract Anniversary and the date and
                    death benefit election is effective or is deemed to become
                    effective (as referenced herein, seven-year Contract
                    Anniversary means the seventh Contract Anniversary and each
                    succeeding Contract Anniversary occurring at any seven-year
                    interval thereafter, for example, the 14th and 21st Contract
                    Anniversaries).
 
                                                                              21
<PAGE>
                    OPTION D. The highest Annuity Account Value ever attained on
                    a Contract Anniversary date, with adjustments for any
                    subsequent Premium Payments and partial withdrawals made
                    since the last determination of such highest value.
 
                    Once an election of one or more of these Optional Death
                    Benefits has been made, it will remain in effect for the
                    life of the Contract, unless the Owner chooses, by written
                    notice to the Annuity & Variable Life Services Center, to
                    discontinue such election. The Owner can only give one
                    notice of discontinuance; such notice must address the
                    discontinuance of one or more of the Optional Death
                    Benefit(s) previously chosen. If no Optional Death
                    Benefit(s) are selected initially, they cannot be added
                    later, nor can the Owner change an initial selection to add
                    Optional Death Benefit(s) after the Contract is issued.
 
                    At each Contract Anniversary, a charge will be made against
                    Annuity Account Value (prorated among the Sub-Accounts used
                    in the Contract, if more than one be used) for any Optional
                    Death Benefit in effect for all or a portion of the Contract
                    Year then ended. Such charge will be computed in the
                    following manner, assuming for the sake of illustration that
                    the Optional Death Benefit is in effect for the entire
                    Contract Year.
 
                    On the last business day of each Contract Month during the
                    Contract Year, the Company will calculate whether the amount
                    payable under any of the Optional Death Benefits in effect
                    on that date would exceed the Annuity Account Value on that
                    date. If it would not exceed the Annuity Account Value on
                    that date, then no charge for the Optional Death Benefit is
                    accrued as of that date. If it would exceed the Annuity
                    Account Value on that date, then a charge for the Optional
                    Death Benefit is accrued as of that date. That charge is
                    computed in accordance with mortality tables which are made
                    a part of the Contract reflecting the Owner's age and gender
                    classification (in accordance with state law) is computed on
                    the Amount at Risk, which is the excess of the Optional
                    Death Benefit over the Annuity Account Value on the last
                    business day of the Contract Month. If the Owner is a
                    corporation, partnership or other non-natural person, the
                    measuring life will be the Annuitant's. No deduction is
                    actually made from Annuity Account Value for the Optional
                    Death Benefit until the Contract Anniversary except upon a
                    full surrender or annuitization of the Contract or upon the
                    payment of a Death Benefit, when the sum of any charges
                    accrued at the end of each Contract Month during the
                    Contract Year is deducted.
 
                    The annual rate per $1,000 of Amount at Risk charged for the
                    Optional Death Benefit(s) is set forth in the following
                    table:
 
<TABLE>
<CAPTION>
                                                     COST OF OPTIONAL DEATH
                                                           BENEFIT(S)
                                                     ANNUAL RATE PER $1,000
                                                        OF AMOUNT AT RISK
                                                    -------------------------
                           ATTAINED AGE              MALE    FEMALE   UNISEX
- --------------------------------------------------  -------  -------  -------
<S>                                                 <C>      <C>      <C>
                     less than 40.................  $  2.40  $  1.99  $  2.20
                     40-45........................     3.02     2.54     2.78
                     46-50........................     4.92     4.02     4.47
                     51-55........................     7.30     5.70     6.50
                     56-60........................    11.46     8.34     9.90
                     61-65........................    17.54    11.55    14.55
                     66-70........................    27.85    18.19    23.02
                     71-75........................    43.30    27.57    35.44
                     76-80........................    70.53    47.33    58.93
                     81-85........................   117.25    87.04   102.15
                     86-90........................   179.55   147.37   163.46
                     91+..........................   400.00   380.00   390.00
</TABLE>
 
22
<PAGE>
                    If, for example, at the end of a Contract Month the Optional
                    Death Benefit (assuming payment of a death benefit on that
                    date) were $40,000 and the Annuity Account Value were
                    $30,000, the Amount at Risk would be $10,000. Suppose the
                    Owner (or, if applicable, the Annuitant) were a female age
                    57. The charge accrued for the Optional Death Benefit that
                    month would be 10 X $8.34, divided by 12 (reflecting
                    one-twelfth of a year), or $6.95. If that proved to be the
                    only Contract Month end during the Contract Year at which
                    there were an Amount at Risk, that would be the only
                    Optional Death Benefit charge accrued during the Contract
                    Year. There is no daily deduction of a percentage of Annuity
                    Account Values for any Optional Death Benefit. (See Appendix
                    1).
 
OTHER CONTRACT FEATURES
 
                    OWNERSHIP
 
                    The Contract Owner has all rights and may receive all
                    benefits under the Contract. The Contract Owner may change
                    the Contract Owner at any time. If the Contract Owner dies,
                    a death benefit will be paid to the Beneficiary upon proof
                    of the Contract Owner's death. If the Owner is a
                    corporation, partnership or other non-natural person, the
                    death benefit is paid upon receipt of due proof of the
                    Annuitant's death. A change of Contract Owner will
                    automatically revoke any prior designation of Contract
                    Owner. A request for change must be: (1) made in writing;
                    and (2) received by the Company at its Annuity & Variable
                    Life Services Center. The change will become effective as of
                    the date the written request is signed. A new designation of
                    Contract Owner will not apply to any payment made or action
                    taken by the Company prior to the time it was received. Any
                    Optional Death Benefit in effect at the time of a change of
                    ownership will remain in effect. The cost of the Optional
                    Death Benefit(s) will be based on the attained age of the
                    new Owner (or the Annuitant, if the new Owner is a
                    non-natural person).
 
                    For non-qualified contracts, in accordance with Code Section
                    72(u), a deferred annuity contract held by a corporation or
                    other entity that is not a natural person is not treated as
                    an annuity contract for tax purposes. Income on the contract
                    is treated as ordinary income received by the owner during
                    the taxable year. But in accordance with Code Section 72(u),
                    an annuity contract held by a trust or other entity as agent
                    for a natural person is considered held by a natural person.
 
                    ASSIGNMENT
 
                    The Contract Owner may assign the Contract at any time
                    during his or her lifetime. Unless provided otherwise, an
                    assignment will not affect the interest of any previously
                    indicated Beneficiary. The Company will not be bound by any
                    assignment until written notice is received by the Company
                    at its Annuity & Variable Life Services Center. The Company
                    is not responsible for the validity of any assignment. The
                    Company will not be liable as to any payment or other
                    settlement made by the Company before such assignment has
                    been recorded at the Company's Annuity & Variable Life
                    Services Center.
 
                    If the Contract is issued pursuant to a Qualified Plan, it
                    may not be assigned, pledged or otherwise transferred except
                    as may be allowed under applicable law.
 
                    BENEFICIARY
 
                    The Beneficiary is named when the Contract is applied for
                    and, unless changed, is entitled to receive any death
                    benefits to be paid. Prior to the Annuity Date, death
                    benefits are paid to the Beneficiary on the death of the
                    Owner.
 
                                                                              23
<PAGE>
                    CHANGE OF BENEFICIARY
 
                    The Contract Owner may change a Beneficiary by filing a
                    written request with the Company at its Annuity & Variable
                    Life Services Center unless an irrevocable Beneficiary
                    designation was previously filed. After the change is
                    recorded, it will take effect as of the date the request was
                    signed. If the request reaches the Annuity & Variable Life
                    Services Center after the Annuitant or Contract Owner, as
                    applicable, dies but before any payment is made, the change
                    will be valid. The Company will not be liable for any
                    payment made or action taken before it records the change.
 
                    ANNUITANT
 
                    The Annuitant must be a natural person. The maximum age of
                    the Annuitant on the Effective Date is 90 years old. The
                    Annuitant may be changed at any time prior to the Annuity
                    Date. Joint Annuitants are allowed at the time of
                    annuitization only, if the Company chooses to make a joint
                    and survivor annuity payment option available in addition to
                    the options provided in the Contract. The Annuitant has no
                    rights or privileges prior to the Annuity Date. When an
                    Annuity Option is elected, the amount payable as of the
                    Annuity Date is based on the age and gender classification
                    (in accordance with state law) of the Annuitant, as well as
                    the Option selected and the Annuity Account Value.
 
                    TRANSFER OF CONTRACT VALUES BETWEEN SUB-ACCOUNTS
 
                    Prior to the Annuity Date, the Contract Owner may transfer
                    all or part of the Annuity Account Value in a Sub-Account to
                    another Sub-Account without the imposition of any fee or
                    charge if there have been no more than three transfers made
                    in the Contract Year (twelve if the Contract Value is at
                    least $5000 at the time of transfer). For additional
                    transfers, the Company reserves the right to deduct a
                    transfer fee of up to $10. (See "Charges and Deductions --
                    Transfer Fee") This Contract is not designed for
                    professional market timing organizations or other entities
                    using programmed and frequent transfers.
 
                    After the Annuity Date, provided a variable annuity option
                    was selected, the Contract Owner may make up to three
                    transfers between Variable Sub-Accounts in any Contract
                    Year.
 
                    All transfers are subject to the following:
 
                     A. The deduction of any transfer fee that may be imposed.
                        The transfer fee will be deducted from the amount which
                        is transferred if the entire amount in the Sub-Account
                        is being transferred, otherwise from the Sub-Account
                        from which the transfer is made.
 
                     B. The minimum amount which may be transferred is the
                        lesser of (i) $2,500 per Fixed Account Sub-Account or
                        $50 per Variable Account Sub-Account; or (ii) the
                        Contract Owner's entire interest in the Sub-Account. The
                        Company, at its sole discretion, may waive these minimum
                        requirements.
 
                     C. No partial transfer will be made if the Contract Owner's
                        remaining Contract Value in the Sub-Account will be less
                        than $100.
 
                     D. Transfers will be effected during the Valuation Period
                        next following receipt by the Company of a written
                        transfer request (or by telephone, if authorized)
                        containing all required information. However, no
                        transfer may be made effective within seven calendar
                        days of the date on which the first annuity payment is
                        due. Transfers are not permitted during the
                        right-to-examine period.
 
24
<PAGE>
                     E. Any transfer request must clearly specify the amount
                        which is to be transferred and the Sub-Accounts which
                        are to be affected.
 
                     F. Transfers of all or a portion of any Fixed Account
                        Sub-Account values are subject to any applicable Market
                        Value Adjustment;
 
                     G. The Company reserves the right to defer transfers from
                        any Fixed Account Sub-Account for up to six months after
                        date of receipt of the transfer request;
 
                     H. Transfers involving the Variable Account Sub-Accounts
                        are subject to such restrictions as may be imposed by
                        the Funds;
 
                     I. The Company reserves the right at any time and without
                        prior notice to any party to terminate, suspend or
                        modify the transfer privileges described above.
 
                     J. After the Annuity Date, transfers may not take place
                        between a Fixed Annuity Option and a Variable Annuity
                        Option.
 
                     K. The Company reserves the right to reject any premium
                        allocation or transfer which would cause the Fixed
                        Account Sub-Account values in aggregate to exceed then
                        current Company limits.
 
                    Transfers between Sub-Accounts may be made via telephone by
                    calling or writing the Annuity & Variable Life Service
                    Center, or in writing to the Company. Transfer requests must
                    be received prior to 4:00 Eastern Time in order to be
                    effective that day.
 
                    PROCEDURES FOR TELEPHONE TRANSFERS
 
                    Owners may effect telephone transfers by calling the Annuity
                    & Variable Life Services Center.
 
                    The Company will take the following procedures to confirm
                    that instructions communicated by telephone are genuine.
                    Before a service representative accepts any request, the
                    caller will be asked for specific information to validate
                    the request. All calls will be recorded. All transactions
                    performed will be confirmed by the Company in writing. The
                    Company is not liable for any loss, cost or expense for
                    acting on telephone instructions which are believed to be
                    genuine in accordance with these procedures.
 
                    SURRENDERS AND PARTIAL WITHDRAWALS
 
                    While the Contract is in force and before the Annuity Date,
                    the Company will, upon written request to the Company by the
                    Contract Owner, allow the surrender or partial withdrawal of
                    all or a portion of the Contract for its Surrender Value.
                    Surrenders or partial withdrawals will result in the
                    cancellation of Accumulation Units from each applicable
                    Sub-Account in the ratio that the value of each Sub-Account
                    bears to the total Annuity Account Value, unless the
                    Contract Owner specifies in writing in advance which units
                    are to be cancelled. The Company will pay the amount of any
                    surrender or partial withdrawal within seven (7) days of
                    receipt of a valid request, unless the "Delay of Payments"
                    provision is in effect. (See "Delay of Payments and
                    Transfers")
 
                    Certain tax withdrawal penalties and restrictions may apply
                    to surrenders and partial withdrawals from Contracts. (See
                    "Tax Matters.") Contract Owners should consult their own tax
                    counsel or other tax adviser regarding any surrenders and
                    partial withdrawals.
 
                                                                              25
<PAGE>
                    The Surrender Value is the Annuity Account Value for the
                    Valuation Period next following the Valuation Period during
                    which the written request to the Company for surrender is
                    received, reduced, in the case of full surrender, by the sum
                    of:
 
                     a. any applicable premium tax equivalents not previously
                        deducted;
 
                     b. any applicable Account Fee;
 
                     c. any applicable Contingent Deferred Sales Charge; and
 
                    d.  any applicable accrued charges for the Optional Death
                    Benefit(s) and, for partial withdrawals, by the sum of A and
                    C above.
 
                    DELAY OF PAYMENTS AND TRANSFERS
 
                    The Company reserves the right to suspend or postpone
                    payments or transfers for any period when:
 
                     1. the New York Stock Exchange is closed (other than
                        customary weekend and holiday closings);
 
                     2. trading on the New York Stock Exchange is restricted;
 
                     3. an emergency exists as a result of which disposal of
                        securities held in the Variable Account is not
                        reasonably practicable or it is not reasonably
                        practicable to determine the value of the Variable
                        Account's net assets; or
 
                     4. during any other period when the Commission, by order,
                        so permits for the protection of Contract Owners.
 
                    The applicable rules and regulations of the Commission will
                    govern as to whether the conditions described in 2. and 3.
                    exist.
 
                    The Company reserves the right to defer the payment or
                    transfer of amounts withdrawn from any Fixed Account
                    Sub-Account for a period not to exceed six months from the
                    date written request for such withdrawal or transfer is
                    received by the Company. If payment or transfer is deferred
                    beyond thirty (30) days, the Company will pay interest of
                    not less than 3% per year on amounts so deferred.
 
                    In addition, payment of the amount of any withdrawal
                    derived, all or in part, from any Premium Payment paid to
                    the Company by check or draft may be postponed until the
                    Company determines the check or draft has been honored.
 
                    DEATH OF THE CONTRACT OWNER BEFORE THE ANNUITY DATE
 
                    In the event of death of the Contract Owner (or the
                    Annuitant, if the Owner is a non-natural person) prior to
                    the Annuity Date, a death benefit is payable to the
                    Beneficiary designated by the Owner. The value of the death
                    benefit will be determined as of the Valuation Period next
                    following the date both due proof of death (a certified copy
                    of the Death Certificate) and a payment election are
                    received by the Company. Unless an Optional Death Benefit is
                    selected and in effect, the value of the death benefit is
                    equal to the Annuity Account Value. The Beneficiary may, at
                    any time before the end of the sixty (60) day period
                    immediately following receipt of due proof of death by the
                    Company, elect the death benefit to be paid as follows:
 
                     1.  the payment of the entire death benefit within five
                         years of the date of the death of the Owner or
                         Annuitant, whichever is applicable; or
 
26
<PAGE>
                     2.  payment over the lifetime of the designated Beneficiary
                         or over a period not extending beyond the life
                         expectancy of the Beneficiary, with distribution
                         beginning within one year of the date of death of the
                         Owner or Annuitant, whichever is applicable (see
                         "Annuity Provisions -- Annuity Options"); or
 
                     3.  payment in accordance with one of the settlement
                         options under the Contract (see "Annuity Provisions --
                         Annuity Options"); or
 
                     4.  if the designated Beneficiary is the Owner's spouse,
                         he/she can continue the Contract in his/her own name.
 
                    Payment amounts may vary with their frequency and duration
                    (see "Annuity Provisions -- Annuity Options"). To the extent
                    that the Beneficiary elects a variable payment option, the
                    Beneficiary will bear the investment risk associated with
                    the performance of the underlying Fund(s) in which the
                    relevant Variable Sub-Account(s) invest(s).
 
                    If no payment option is elected, a single sum settlement
                    will be made by the Company within seven (7) days of the end
                    of the sixty (60) day period following receipt of due proof
                    of death of the Owner or Annuitant as applicable.
 
                    If the Owner is a non-natural person, then for purposes of
                    the death benefit, the Annuitant shall be treated as the
                    Owner.
 
                    DEATH OF THE ANNUITANT BEFORE THE ANNUITY DATE
 
                    If the Annuitant dies prior to the Annuity Date and the
                    Annuitant is different from the Contract Owner, the Contract
                    Owner, if a natural person, may designate a new Annuitant.
                    Unless and until one is designated, the Contract Owner will
                    be the Annuitant. If the Contract Owner is not a natural
                    person, then the death benefit, valued as described in
                    "Death of the Contract Owner before the Annuity Date," is
                    paid on due proof of the Annuitant's death.
 
                    DEATH OF THE ANNUITANT AFTER THE ANNUITY DATE
 
                    If the Annuitant dies after the Annuity Date, the death
                    benefit, if any, will be as specified in the Annuity Option
                    elected. The Company will require due proof of the
                    Annuitant's death. Death benefits will be paid at least as
                    rapidly as under the method of distribution in effect at the
                    Annuitant's death.
 
                    CHANGE IN OPERATION OF VARIABLE ACCOUNT
 
                    At the Company's election and if deemed in the best
                    interests of persons having voting rights under the
                    Contracts, the Variable Account may be operated as a
                    management company under the 1940 Act or any other form
                    permitted by law; de-registered under the 1940 Act in the
                    event registration is no longer required (deregistration of
                    the Variable Account requires an order by the Commission);
                    or combined with one or more other separate accounts. To the
                    extent permitted by applicable law, the Company also may
                    transfer the assets of the Variable Account associated with
                    the Contracts to another account or accounts. In the event
                    of any change in the operation of the Variable Account
                    pursuant to this provision, the Company may make appropriate
                    endorsement to the Contracts to reflect the change and take
                    such other action as may be necessary and appropriate to
                    effect the change.
 
                                                                              27
<PAGE>
                    MODIFICATION
 
                    Upon notice to the Owner (or the Payee(s) during the Annuity
                    Period), the Contracts may be modified by the Company if
                    such modification: (i) is necessary to make the Contracts or
                    the Variable Account comply with, or take advantage of, any
                    law or regulation issued by a governmental agency to which
                    the Company or the Variable Account is subject; or (ii) is
                    necessary to attempt to assure continued qualification of
                    the Contracts under the Code or other federal or state laws
                    relating to retirement annuities or annuity contracts; or
                    (iii) is necessary to reflect a change in the operation of
                    the Variable Account or its Sub-Account(s) (See "Change in
                    Operation of Variable Account"); or (iv) provides additional
                    Variable Account and/or fixed accumulation options. In the
                    event of any such modification, the Company may make
                    appropriate endorsement to the Contracts to reflect such
                    modification.
 
                    In addition, upon notice to the Owner, the Contracts may be
                    modified by the Company to change the withdrawal charges,
                    Account Fees, mortality and expense risk charges,
                    administrative expense charges, the tables used in
                    determining the amount of the first monthly fixed annuity
                    payment, and the formula used to calculate the Market Value
                    Adjustment, provided that such modification shall apply only
                    to Contracts established after the effective date of such
                    modification. In order to exercise its modification rights
                    in these particular instances, the Company must notify the
                    Owner of such modification in writing. All of the charges
                    and the annuity tables which are provided in the Contracts
                    prior to any such modification will remain in effect
                    permanently, unless improved by the Company, with respect to
                    Contracts established prior to the effective date of such
                    modification.
 
                    DISCONTINUANCE
 
                    The Company reserves the right to limit or discontinue the
                    offer and issuance of new Contracts. Such limitation or
                    discontinuance shall have no effect on rights or benefits
                    with respect to any Contracts issued prior to the effective
                    date of such limitation or discontinuance.
 
ANNUITY PROVISIONS
 
                    ANNUITY DATE; CHANGE IN ANNUITY DATE AND ANNUITY OPTION
 
                    The Contract Owner selects an Annuity Date at the time of
                    application or order to purchase.
 
                    The Contract Owner may, upon at least forty-five (45) days
                    prior written notice to the Company, at any time prior to
                    the Annuity Date, change the Annuity Date. The Annuity Date
                    must always be the first day of a calendar month. The
                    Annuity Date may not be later than the month following the
                    Annuitant's 90th birthday.
 
                    The Contract Owner may, upon at least forty-five (45) days
                    prior written notice to the Company, at any time prior to
                    the Annuity Date, select and/or change the Annuity Option.
 
                    ANNUITY OPTIONS
 
                    Instead of having the proceeds paid in one sum, the Contract
                    Owner may select one of the Annuity Options. These may be on
                    a fixed or variable basis, or a combination thereof. The
                    Annuity Option must be selected at least 30 days prior to
                    the Annuity Date. The Company may, at the time of election
                    of an Annuity Option, offer more favorable
 
28
<PAGE>
                    rates in lieu of those guaranteed. The Company also may make
                    available other settlement options. The Company uses sex
                    distinct or unisex annuity rate tables when determining
                    appropriate annuity payments.
 
                    FIXED OPTIONS
 
                    Under a fixed option, once the selection has been made and
                    payments have begun, the amount of the payments will not
                    vary. The fixed options currently available are:
 
                    FIRST OPTION -- LIFE ANNUITY. The Company will make equal
                    monthly payments during the life of the Annuitant, ceasing
                    with the last payment due prior to the death of the
                    Annuitant. Under this option, it is possible only one
                    monthly annuity payment would be made, if the Annuitant died
                    before the second monthly annuity payment was due.
 
                    SECOND OPTION -- LIFE ANNUITY WITH CERTAIN PERIOD. The
                    Company will make equal monthly payments during the life of
                    the Annuitant, but at least for the minimum period shown in
                    the annuity tables contained in the Contract. The amount of
                    each monthly payment per $1,000 of proceeds is based on the
                    age and gender classification (in accordance with state law)
                    of the Annuitant when the first payment is made and on the
                    minimum period chosen.
 
                    THIRD OPTION -- LIFE ANNUITY WITH CASH REFUND. The Company
                    will make equal monthly payments during the life of the
                    Annuitant. Upon the death of the Annuitant, after payments
                    have started, the Company will pay in one sum any excess of
                    the amount of the proceeds applied under this Option over
                    the total of all payments made under this Option. The amount
                    of each monthly payment per $1,000 of proceeds is based on
                    the age and gender (in accordance with state law) of the
                    Annuitant when the first payment is made.
 
                    FOURTH OPTION -- ANNUITY CERTAIN. The Company will make
                    equal monthly payments for a number of years selected, not
                    less than five or more than thirty years.
 
                    VARIABLE OPTIONS
 
                    The actual dollar amount of variable annuity payments is
                    dependent upon (i) the Annuity Account Value at the time of
                    annuitization, (ii) the annuity table specified in the
                    Contract, (iii) the Annuity Option selected, and (iv) the
                    investment performance of the Sub-Account selected. Each
                    annuity payment will be less if payments are to be made more
                    frequently or for longer periods of time.
 
                    The dollar amount of the first monthly variable annuity
                    payment is determined by applying the available value (after
                    deduction of any premium tax equivalents not previously
                    deducted) to the table using the age and gender (in
                    accordance with state law) of the Annuitant. The number of
                    Annuity Units is then determined by dividing this dollar
                    amount by the then current Annuity Unit value. Thereafter,
                    the number of Annuity Units remains unchanged during the
                    period of annuity payments. This determination is made
                    separately for each Sub-Account of the Variable Account. The
                    number of Annuity Units is determined for each Sub-Account
                    and is based upon the available value in each Sub-Account as
                    of the date annuity payments are to begin.
 
                    The dollar amount determined for each Sub-Account will then
                    be aggregated for purposes of making payments.
 
                    The dollar amount of the second and later variable annuity
                    payments is equal to the number of Annuity Units determined
                    for each Sub-Account times the Annuity Unit value for that
                    Sub-Account as of the due date of the payment. This amount
                    may increase or decrease from month to month.
 
                                                                              29
<PAGE>
                    The annuity tables contained in the Contract are based on a
                    three percent (3%) assumed net investment rate. If the
                    actual net investment rate exceeds three percent (3%),
                    payments will increase. Conversely, if the actual rate is
                    less than three percent (3%), annuity payments will
                    decrease.
 
                    The Annuitant receives the value of a fixed number of
                    Annuity Units each month. The value of a fixed number of
                    Annuity Units will reflect the investment performance of the
                    Sub-Account selected and the amount of each annuity payment
                    will vary accordingly.
 
                    The Annuity Unit Value for a Sub-Account is determined by
                    multiplying the Annuity Unit Value for that Sub-Account for
                    the preceding Valuation Period by the Net Investment Factor
                    for the current Valuation Period (calculated as described on
                    page 18 of this Prospectus) and multiplying the result by
                    0.999919020, the daily factor to neutralize the assumed net
                    investment rate, discussed above, of 3% per annum which is
                    built into the annuity rate table. It may increase or
                    decrease from Valuation Period to Valuation Period.
 
                    The variable options currently available, assuming the
                    Annuity Account Value is at least $1,000 when variable
                    annuity payments commence, are:
 
                    OPTION I -- VARIABLE LIFE ANNUITY. Monthly annuity payments
                    are paid during the life of an Annuitant, ceasing with the
                    last annuity payment due prior to the Annuitant's death.
 
                    OPTION II -- VARIABLE LIFE ANNUITY WITH CERTAIN
                    PERIOD. Monthly annuity payments are paid during the life of
                    an Annuitant, but at least for the minimum period selected,
                    which may be five, ten, fifteen or twenty years;
 
                    OPTION III -- VARIABLE ANNUITY CERTAIN. Monthly annuity
                    payments are paid for a number of years selected, not less
                    than five or more than thirty years. Under this Option III,
                    the Annuitant may elect at any time during the period that
                    all or a portion of future payments be commuted and paid in
                    a lump sum or applied under Option I or Option II, subject
                    to the Company's rules about minimum payment amounts.
 
                    After the Annuity Date, the payee may, by written request to
                    the Annuity & Variable Life Services Center, exchange
                    Annuity Units of one Variable Sub-Account for Annuity Units
                    of equivalent value in another Variable Sub-Account up to
                    three times each Contract Year.
 
                    If the Annuity Account Value is less than $1,000 when
                    annuity payments are to commence, it will be paid in a lump
                    sum to the Annuitant. A lump sum payment will also be made
                    to the Annuitant if no Annuity Option is chosen when annuity
                    payments are to commence.
 
                    EVIDENCE OF SURVIVAL
 
                    The Company reserves the right to require evidence of the
                    survival of any Payee at the time any payment payable to
                    such Payee is due under the following Annuity Options: Life
                    Annuity (fixed), Life Annuity with Certain Period (fixed),
                    Cash Refund Life Annuity (fixed), Variable Life Annuity, and
                    Variable Life Annuity with Certain Period.
 
                    ENDORSEMENT OF ANNUITY PAYMENTS
 
                    The Company will make each annuity payment at its Home
                    Office by check. Each check must be personally endorsed by
                    the Payee or the Company may require that proof of the
                    Annuitant's survival be furnished.
 
30
<PAGE>
THE FIXED ACCOUNT
 
                    THE FIXED ACCOUNT. THE FIXED ACCOUNT IS MADE UP OF THE
                    GENERAL ASSETS OF THE COMPANY OTHER THAN THOSE ALLOCATED TO
                    ANY SEPARATE ACCOUNT. THE FIXED ACCOUNT IS PART OF THE
                    COMPANY'S GENERAL ACCOUNT. BECAUSE OF APPLICABLE EXEMPTIVE
                    AND EXCLUSIONARY PROVISIONS, INTERESTS IN THE FIXED ACCOUNT
                    HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                    (THE "1933 ACT"), AND NEITHER THE FIXED ACCOUNT NOR THE
                    COMPANY'S GENERAL ACCOUNT HAS BEEN REGISTERED UNDER THE 1940
                    ACT. THEREFORE, NEITHER THE FIXED ACCOUNT NOR ANY INTEREST
                    THEREIN IS GENERALLY SUBJECT TO REGULATION UNDER THE
                    PROVISIONS OF THE 1933 ACT OR THE 1940 ACT. ACCORDINGLY, THE
                    COMPANY HAS BEEN ADVISED THAT THE STAFF OF THE SECURITIES
                    AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURE IN
                    THIS PROSPECTUS RELATING TO THE FIXED ACCOUNT.
 
                    The initial Premium Payment and any subsequent Premium
                    Payment(s) will be allocated to Sub-Accounts available in
                    connection with the Fixed Account to the extent elected by
                    the Owner at the time such Premium Payment is made. In
                    addition, all or part of the Owner's Annuity Account Value
                    may be transferred among Sub-Accounts available under the
                    Contract as described under "Transfer of Contract Values
                    between Sub-Accounts." Instead of the Owner's assuming all
                    of the investment risk as is the case for Premium Payments
                    allocated to the Variable Account, the Company guarantees it
                    will credit interest of at least 3% per year to amounts
                    allocated to the Fixed Account.
 
                    Assets supporting amounts allocated to Sub-Accounts within
                    the Fixed Account become part of the Company's general
                    account assets and are available to fund the claims of all
                    creditors of the Company. All of the Company's general
                    account assets will be available to fund benefits under the
                    Contracts. The Owner does not participate in the investment
                    performance of the assets of the Fixed Account or the
                    Company's general account.
 
                    The Company will invest the assets of the general account in
                    those assets chosen by the Company and allowed by applicable
                    state laws regarding the nature and quality of investments
                    that may be made by life insurance companies and the
                    percentage of their assets that may be committed to any
                    particular type of investment. In general, these laws permit
                    investments, within specified limits and subject to certain
                    qualifications, in federal, state and municipal obligations,
                    corporate bonds, preferred and common stocks, real estate
                    mortgages, real estate and certain other investments.
 
                    If the Account Value within a Fixed Account Sub-Account is
                    maintained for the duration of the Sub-Account's Guaranteed
                    Period, the Company guarantees that it will credit interest
                    to that amount at the guaranteed rate specified for the
                    Sub-Account which may but need not be more than 3% per year.
                    Any amount withdrawn from the Sub-Account prior to the
                    expiration of the Sub-Account's Guaranteed Period is subject
                    to a Market Value Adjustment (see "Market Value Adjustment")
                    and a Deferred Sales Charge, if applicable. The Company
                    guarantees, however, that a Contract will be credited with
                    interest at a rate of not less than 3% per year, compounded
                    annually, on amounts allocated to any Fixed Account
                    Sub-Account, regardless of any application of the Market
                    Value Adjustment (that is, the Market Value Adjustment will
                    not reduce the amount available for surrender, withdrawal or
                    transfer to an amount less than the initial amount allocated
                    or transferred to the Fixed Account Sub-Account plus
                    interest of 3% per year). The Company reserves the right to
                    defer the payment or transfer of amounts withdrawn from the
                    Fixed Account for a period not to exceed six (6) months from
                    the date a proper request for surrender, withdrawal or
                    transfer is received by the Company.
 
                    FIXED ACCUMULATION VALUE. The fixed accumulation value of an
                    Annuity Account, if any, for any Valuation Period is equal
                    to the sum of the values of all Fixed Account Sub-Accounts
                    which are part of the Annuity Account for such Valuation
                    Period.
 
                                                                              31
<PAGE>
                    GUARANTEED PERIODS. The Owner may elect to allocate Premium
                    Payments to one or more Sub-Accounts within the Fixed
                    Account. Each Sub-Account will maintain a Guaranteed Period
                    with a duration of one, three, five, seven or ten years.
                    Every Premium Payment allocated to a Fixed Account
                    Sub-Account starts a new Sub-Account with its own duration
                    and Guaranteed Interest Rate. The duration of the Guaranteed
                    Period will affect the Guaranteed Interest Rate of the
                    Sub-Account. Initial Premium Payments and subsequent Premium
                    Payments, or portions thereof, and transferred amounts
                    allocated to a Fixed Account Sub-Account, less any amounts
                    subsequently withdrawn, will earn interest at the Guaranteed
                    Interest Rate during the particular Sub-Account's Guaranteed
                    Period unless prematurely withdrawn prior to the end of the
                    Guaranteed Period. Initial Sub-Account Guaranteed Periods
                    begin on the date a Premium Payment is accepted or, in the
                    case of a transfer, on the effective date of the transfer,
                    and end on the date after the number of calendar years in
                    the Sub-Account's Guaranteed Period elected from the date on
                    which the amount was allocated to the Sub-Account (the
                    "Expiration Date"). Any portion of Annuity Account Value
                    allocated to a specific Sub-Account with a specified
                    Expiration Date (including interest earned thereon) will be
                    referred to herein as a "Guaranteed Period Amount." Interest
                    will be credited daily at a rate equivalent to the compound
                    annual rate. As a result of renewals and transfers of
                    portions of the Annuity Account Value described under
                    "Transfer of Contract Values between Sub-Accounts" below,
                    which will begin new Sub-Account Guaranteed Periods, amounts
                    allocated to Sub-Accounts of the same duration may have
                    different Expiration Dates. Thus each Guaranteed Period
                    Amount will be treated separately for purposes of
                    determining any applicable Market Value Adjustment (see
                    "Market Value Adjustment").
 
                    The Company will notify the Owner in writing at least 60
                    days prior to the Expiration Date for any Guaranteed Period
                    Amount. A new Sub-Account Guaranteed Period of the same
                    duration as the previous Sub-Account Guaranteed Period will
                    commence automatically at the end of the previous Guaranteed
                    Period unless the Company receives, following such
                    notification but prior to the end of such Guaranteed Period,
                    a written election by the Owner to transfer the Guaranteed
                    Period Amount to a different Fixed Account Sub-Account or to
                    a Variable Account Sub-Account from among those being
                    offered by the Company at such time. Transfers of any
                    Guaranteed Period Amount which become effective upon the
                    expiration of the applicable Guaranteed Period are not
                    subject to the twelve (or three) transfers per Contract Year
                    limitations or the additional Fixed Sub-Account transfer
                    restrictions (see "Transfer of Contract Values between Sub-
                    Accounts").
 
                    GUARANTEED INTEREST RATES. The Company periodically will
                    establish an applicable Guaranteed Interest Rate for each of
                    the Sub-Account Guaranteed Periods within the Fixed Account.
                    Current Guaranteed Interest Rates may be changed by the
                    Company frequently or infrequently depending on interest
                    rates on investments available to the Company and other
                    factors as described below, but once established, rates will
                    be guaranteed for the entire duration of the respective
                    Sub-Account's Guaranteed Period. However, any amount
                    withdrawn from the Sub-Account may be subject to any
                    applicable withdrawal charges, Account Fees, Market Value
                    Adjustment, premium taxes or other fees. Amounts transferred
                    out of a Fixed Account Sub-Account prior to the end of the
                    Guaranteed Period will be subject to the Market Value
                    Adjustment.
 
                    The Guaranteed Interest Rate will not be less than 3% per
                    year compounded annually, regardless of any application of
                    the Market Value Adjustment. The Company has no specific
                    formula for determining the rate of interest that it will
                    declare as a Guaranteed Interest Rate, as these rates will
                    be reflective of interest rates available on the types of
                    debt instruments in which the Company intends to invest
                    amounts allocated to the Fixed Account (see "The Fixed
                    Account"). In addition, the Company's management may
 
32
<PAGE>
                    consider other factors in determining Guaranteed Interest
                    Rates for a particular Sub-Account including: regulatory and
                    tax requirements; sales commissions and administrative
                    expenses borne by the Company; general economic trends; and
                    competitive factors. THERE IS NO OBLIGATION TO DECLARE A
                    RATE IN EXCESS OF 3% PER YEAR; THE OWNER ASSUMES THE RISK
                    THAT DECLARED RATES WILL NOT EXCEED 3% PER YEAR. THE COMPANY
                    HAS COMPLETE DISCRETION TO DECLARE ANY RATE, SO LONG AS THAT
                    RATE IS AT LEAST 3% PER YEAR.
 
                    MARKET VALUE ADJUSTMENT
 
                    Any surrender or transfer of a Fixed Account Guaranteed
                    Period Amount, other than a surrender or transfer pursuant
                    to an election which becomes effective upon the Expiration
                    Date of the Guaranteed Period, will be subject to a Market
                    Value Adjustment ("MVA"). The MVA will be applied to the
                    amount being surrendered or transferred after deduction of
                    any applicable Account Fee and before deduction of any
                    applicable surrender charge.
 
                    The MVA generally reflects the relationship between the
                    Index Rate (based upon the Treasury Constant Maturity Series
                    published by the Federal Reserve) in effect at the time a
                    Premium Payment is allocated to a Sub-Account's Guaranteed
                    Period under the Contract and the Index Rate in effect at
                    the time of the Premium Payment's surrender or transfer. It
                    also reflects the time remaining in the Sub-Account's
                    Guaranteed Period. Generally, if the Index Rate at the time
                    of surrender or transfer is lower than the Index Rate at the
                    time the Premium Payment was allocated, then the application
                    of the MVA will result in a higher payment upon surrender or
                    transfer. Similarly, if the Index Rate at the time of
                    surrender or transfer is higher than the Index Rate at the
                    time the Premium Payment was allocated, the application of
                    the MVA will generally result in a lower payment upon
                    surrender or transfer.
 
                    The MVA is computed by applying the following formula:
 
                                               (1+A)N
 
                                     --------------------------
                                               (1+B)N
 
                    where:
 
                    A = an Index Rate (based on the Treasury Constant Maturity
                    Series published by the Federal Reserve) for a security with
                    time to maturity equal to the Sub-Account's Guaranteed
                    Period, determined at the beginning of the Guaranteed
                    Period.
 
                    B = an Index Rate (based on the Treasury Constant Maturity
                    Series published by the Federal Reserve) for a security with
                    time to maturity equal to the Sub-Account's Guaranteed
                    Period, determined at the time of surrender or transfer,
                    plus a 0.50% adjustment (unless otherwise limited by
                    applicable state law). If Index Rates "A" and "B" are within
                    .25% of each other when the index rate factor is determined,
                    no such percentage adjustment to "B" will be made, unless
                    otherwise required by state law. This adjustment builds into
                    the formula a factor representing direct and indirect costs
                    to the Company associated with liquidating general account
                    assets in order to satisfy surrender requests. This
                    adjustment of 0.50% has been added to the denominator of the
                    formula because it is anticipated that a substantial portion
                    of applicable general account portfolio assets will be in
                    relatively illiquid securities. Thus, in addition to direct
                    transaction costs, if such securities must be sold (E.G.,
                    because of surrenders), the market price may be lower.
                    Accordingly, even if interest rates decline, there will not
                    be a positive adjustment until this factor is overcome, and
                    then any adjustment will be lower than otherwise, to
                    compensate for this factor. Similarly, if interest rates
                    rise, any negative adjustment will be greater than
                    otherwise, to compensate for this factor. If interest rates
                    stay the same, this factor will result in a small but
                    negative Market Value Adjustment.
 
                                                                              33
<PAGE>
                    N = The number of years remaining in the Guaranteed Period
                    (E.G. 1 year and 73 days = 1 + (73 divided by 365) = 1.2
                    years)
 
                    See the Statement of Additional information for examples of
                    the application of the Market Value Adjustment.
 
DISTRIBUTION OF THE CONTRACTS
 
                    CIGNA Financial Advisors, Inc. ("CFA"), located at 900
                    Cottage Grove Road, Bloomfield, CT, acts as the principal
                    underwriter and the distributor of the Contracts as well as
                    of variable life insurance policies and other variable
                    annuity contracts which are or may be issued by the Company.
                    CFA, a registered broker-dealer under the Securities
                    Exchange Act of 1934 and a member of the National
                    Association of Securities Dealers (NASD), is a wholly-owned
                    subsidiary of Connecticut General Corporation. The Contracts
                    are offered on a continuous basis. CFA and the Company may
                    enter into agreements to sell the Contracts through various
                    broker-dealers whose agents are licensed to sell the
                    Contracts.
 
PERFORMANCE DATA
 
                    MONEY MARKET SUB-ACCOUNT
 
                    From time to time, the Money Market Sub-Account may
                    advertise its "yield" and "effective yield." Both yield
                    figures will be based on historical earnings and are not
                    intended to indicate future performance. The "yield" of the
                    Money Market Sub-Account refers to the income generated by
                    Annuity Account Values in the Money Market Sub-Account over
                    a seven-day period (which period will be stated in the
                    advertisement). This income is then "annualized." That is,
                    the amount of income generated by the investment during that
                    week is assumed to be generated each week over a 52-week
                    period and is shown as a percentage of the Annuity Account
                    Values in the Money Market Sub-Account. The "effective
                    yield" is calculated similarly but, when annualized, the
                    income earned by Annuity Account Values in the Money Market
                    Sub-Account is assumed to be reinvested. The "effective
                    yield" will be slightly higher than the "yield" because of
                    the compounding effect of this assumed reinvestment. The
                    computation of the yield calculation includes a deduction
                    for the Mortality and Expense Risk Charge, the
                    Administrative Expense Charge, and the Account Fee.
 
                    OTHER SUB-ACCOUNTS
 
                    From time to time, the other Sub-Accounts may publish their
                    current yields and total returns in advertisements and
                    communications to Contract Owners. The current yield for
                    each Sub-Account will be calculated by dividing the
                    annualization of the dividend and interest income earned by
                    the underlying Fund during a recent 30-day period by the
                    maximum Accumulation Unit value at the end of such period.
                    Total return information will include the underlying Fund's
                    average annual compounded rate of return over the most
                    recent four calendar quarters and the period from the
                    underlying Fund's inception of operations, based upon the
                    value of the Accumulation Units acquired through a
                    hypothetical $1,000 investment at the Accumulation Unit
                    value at the beginning of the specified period and upon the
                    value of the Accumulation Unit at the end of such period,
                    assuming reinvestment of all distributions and the deduction
                    of the Mortality and Expense Risk Charge, the Administrative
                    Expense Charge and the Account Fee. Each Sub-Account may
                    also advertise aggregate and average total return
                    information over different periods of time.
 
                    In each case, the yield and total return figures will
                    reflect all recurring charges against the Sub-Account's
                    income, including the deduction for the Mortality and
                    Expense Risk Charge, the Administrative Expense Charge and
                    the Account Fee for the applicable time
 
34
<PAGE>
                    period. Contract Owners should note that the investment
                    results of each Sub-Account will fluctuate over time, and
                    any presentation of a Sub-Account's current yield or total
                    return for any prior period should not be considered as a
                    representation of what an investment may earn or what a
                    Contract Owner's yield or total return may be in any future
                    period. See "Historical Performance Data" in the Statement
                    of Additional Information.
 
                    PERFORMANCE RANKING OR RATING
 
                    The performance of each or all of the Sub-Accounts of the
                    Variable Account may be compared in its advertising and
                    sales literature to the performance of other variable
                    annuity issuers in general or to the performance of
                    particular types of variable annuities investing in mutual
                    funds, or series of mutual funds with investment objectives
                    similar to each of the Sub-Accounts of the Variable Account.
                    Lipper Analytical Services, Inc. ("Lipper") Morningstar
                    Variable Annuity/Life Performance Report of Morningstar,
                    Inc. ("Morningstar") and the Variable Annuity Research and
                    Data Service ("VARDS-Registered Trademark-") are independent
                    services which monitor and rank or rate the performance of
                    variable annuity issuers in each of the major categories of
                    investment objectives on an industry-wide basis.
 
                    Lipper's rankings include variable life issuers as well as
                    variable annuity issuers. VARDS-Registered Trademark-
                    rankings compare only variable annuity issuers. Morningstar
                    ratings include mutual funds used by both variable life and
                    variable annuity issuers. The performance analyses prepared
                    by Lipper and VARDS-Registered Trademark- rank such issuers
                    on the basis of total return, assuming reinvestment of
                    distributions, but do not take sales charges, redemption
                    fees or certain expense deductions at the separate account
                    level into consideration. In addition,
                    VARDS-Registered Trademark- prepares risk adjusted rankings,
                    which consider the effects of market risk on total return
                    performance. This type of ranking may address the question
                    as to which funds provide the highest total return with the
                    least amount of risk. Morningstar assigns ratings of zero to
                    five stars to the mutual funds taking into account primarily
                    historical performance and risk factors.
 
TAX MATTERS
                    NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S
                    UNDERSTANDING OF CURRENT FEDERAL INCOME TAX LAW APPLICABLE
                    TO ANNUITIES IN GENERAL. THE COMPANY CANNOT PREDICT THE
                    PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE MADE.
                    OWNERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING
                    THE POSSIBILITY OF SUCH CHANGES. THE COMPANY DOES NOT
                    GUARANTEE THE TAX STATUS OF THE CONTRACTS. OWNERS BEAR THE
                    COMPLETE RISK THAT THE CONTRACTS MAY NOT BE TREATED AS
                    "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS.
 
                    GENERAL
 
                    Section 72 of the Code governs taxation of annuities in
                    general. A Contract Owner is not taxed on increases in the
                    value of a Contract until distribution occurs, either in the
                    form of a lump sum payment or as annuity payments under the
                    Settlement Option elected. For a lump sum payment received
                    as a total surrender (total redemption), the recipient is
                    taxed on the portion of the payment that exceeds the cost
                    basis of the Contract. For Non-Qualified Contracts, this
                    cost basis is generally the Premium Payments, while for
                    Qualified Contracts there may be no cost basis. The taxable
                    portion of the lump sum payment is taxed at ordinary income
                    tax rates.
 
                    For annuity payments, the taxable portion is determined by a
                    formula which establishes the ratio that the cost basis of
                    the Contract bears to the total value of annuity payments
                    for the term of the Contract. The taxable portion is taxed
                    at ordinary income rates. For certain types of Qualified
                    Plans there may be no cost basis in the Contract within the
 
                                                                              35
<PAGE>
                    meaning of Section 72 of the Code. Contract Owners,
                    Annuitants and Beneficiaries under the Contracts should seek
                    competent financial advice about the tax consequences of any
                    distributions.
 
                    The Company is taxed as a life insurance company under
                    Subchapter L of the Code. For federal income tax purposes,
                    the Variable Account is not a separate entity from the
                    Company, and its operations form a part of the Company.
                    Accordingly, the Variable Account will not be taxed
                    separately as a "regulated investment company" under
                    Subchapter M of the Internal Revenue Code. The Company does
                    not expect to incur any federal income tax liability with
                    respect to investment income and net capital gains arising
                    from the activities of the Variable Account retained as part
                    of the reserves under the Contract. Based on this
                    expectation, it is anticipated that no charges will be made
                    against the Variable Account for federal income taxes. If,
                    in future years, any federal income taxes or other economic
                    burden are incurred by the Company with respect to the
                    Variable Account or the Contracts, the Company may make a
                    charge for any such amounts that are attributable to the
                    Variable Account.
 
                    DIVERSIFICATION
 
                    Section 817(h) of the Code imposes certain diversification
                    standards on the underlying assets of variable annuity
                    contracts. The Code provides that a variable annuity
                    contract will not be treated as an annuity contract for any
                    period (and any subsequent period) for which the investments
                    are not adequately diversified in accordance with
                    regulations prescribed by the United States Treasury
                    Department ("Treasury Department"). Disqualification of the
                    Contract as an annuity contract would result in imposition
                    of federal income tax to the Contract Owner with respect to
                    earnings allocable to the Contract prior to the receipt of
                    payments under the Contract. The Code contains a safe harbor
                    provision which provides that annuity contracts such as the
                    Contracts meet the diversification requirements if, as of
                    the end of each quarter, the underlying assets meet the
                    diversification standards for a regulated investment company
                    and no more than fifty-five percent (55%) of the total
                    assets consist of cash, cash items, U.S. government
                    securities and securities of other regulated investment
                    companies.
 
                    On March 2, 1989, the Treasury Department issued regulations
                    (Treas. Reg. 1.817-5) which established diversification
                    requirements for the investment portfolios underlying
                    variable contracts such as the Contracts. The regulations
                    amplify the diversification requirements for variable
                    contracts set forth in the Code and provide an alternative
                    to the safe harbor provision described above. Under the
                    regulations, an investment portfolio will be deemed
                    adequately diversified if: (1) no more than 55% of the value
                    of the total assets of the portfolio is represented by any
                    one investment; (2) no more than 70% of the value of the
                    total assets of the portfolio is represented by any two
                    investments; (3) no more than 80% of the value of the total
                    assets of the portfolio is represented by any three
                    investments; and (4) no more than 90% of the value of the
                    total assets of the portfolio is represented by any four
                    investments.
 
                    The Code provides that for purposes of determining whether
                    or not the diversification standards imposed on the
                    underlying assets of variable contracts by Section 817(h) of
                    the Code have been met, "each United States government
                    agency or instrumentality shall be treated as a separate
                    issuer."
 
                    The Company intends, and the Trusts have undertaken, that
                    all Funds underlying the Contracts will be managed in such a
                    manner as to comply with these diversification requirements.
 
                    The Treasury Department has indicated that guidelines may be
                    forthcoming under which a variable annuity contract will not
                    be treated as an annuity contract for tax purposes if the
                    owner of the contract has excessive control over the
                    investments underlying the
 
36
<PAGE>
                    contract (i.e., by being able to transfer values among
                    sub-accounts with only limited restrictions). The issuance
                    of such guidelines may require the Company to impose
                    limitations on a Contract Owner's right to control the
                    investment. It is not known whether any such guidelines
                    would have a retroactive effect.
 
                    DISTRIBUTION REQUIREMENTS
 
                    Section 72(s) of the Code requires that in order to be
                    treated as an annuity contract for Federal income tax
                    purposes, any Nonqualified Contract must provide that (a) if
                    any Owner dies on or after the Annuity Date but prior to the
                    time the entire interest in the Contract has been
                    distributed, the remaining portion of such interest will be
                    distributed at least as rapidly as under the method of
                    distribution being used when the Owner died; and (b) if any
                    Owner dies prior to the Annuity Date, the entire interest in
                    the Contract will be distributed within five years after
                    such death. These requirements will be considered satisfied
                    as to any portion of the Owner's interest which is payable
                    to or for the benefit of a "designated beneficiary" and
                    which is distributed over the life of such "designated
                    beneficiary" or over a period not extending beyond the life
                    expectancy of that beneficiary, provided that such
                    distributions begin within one year of the Owner's death.
                    The Owner's "designated beneficiary" is the person
                    designated by such Owner as a Beneficiary and to whom
                    ownership of the Contract passes by reason of death and must
                    be a natural person. However, if the Owner's "designated
                    beneficiary" is the surviving spouse of the Owner, the
                    Contract may be continued with the surviving spouse as the
                    new Owner.
 
                    The Contracts contain provisions which are intended to
                    comply with the requirements of Section 72(s) of the Code,
                    although no regulations interpreting these requirements have
                    yet been issued. The Company intends to review such
                    provisions and modify them if necessary to try to assure
                    that they comply with the Section 72(s) requirements when
                    clarified by regulation or otherwise. Similar rules may
                    apply to a Qualified Contract.
 
                    MULTIPLE CONTRACTS
 
                    The Code provides that multiple non-qualified annuity
                    contracts which are issued during a calendar year to the
                    same contract owner by one company or its affiliates are
                    treated as one annuity contract for purposes of determining
                    the tax consequences of any distribution. Such treatment may
                    result in adverse tax consequences, including more rapid
                    taxation of the distributed amounts from such combination of
                    contracts. Contract Owners should consult a tax adviser
                    prior to purchasing more than one nonqualified annuity
                    contract in any single calendar year.
 
                    TAX TREATMENT OF ASSIGNMENTS
 
                    An assignment or pledge of a Contract may be a taxable
                    event. Contract Owners should therefore consult competent
                    tax advisers should they wish to assign their Contracts.
 
                    WITHHOLDING
 
                    Withholding of federal income taxes on the taxable portion
                    of all distributions may be required unless the recipient
                    elects not to have any such amounts withheld and properly
                    notifies the Company of that election. Different rules may
                    apply to United States citizens or expatriates living
                    abroad. Withholding is mandatory for certain distributions
                    from Qualified Contracts. In addition, some states have
                    enacted legislation requiring withholding.
 
                                                                              37
<PAGE>
                    SECTION 1035 EXCHANGES
 
                    Code Section 1035 generally provides that no gain or loss
                    shall be recognized on the exchange of one annuity contract
                    for another. If the surrendered contract was issued prior to
                    August 14, 1982, the tax rules that formerly provided that
                    the surrender was taxable only to the extent the amount
                    received exceeds the owner's investment in the contract will
                    continue to apply to amounts allocable to investment in the
                    contract before August 14, 1982. Special rules and
                    procedures apply to Code Section 1035 transactions.
                    Prospective purchasers wishing to take advantage of Code
                    Section 1035 should consult their tax advisers.
 
                    TAX TREATMENT OF WITHDRAWALS --
                    NON-QUALIFIED CONTRACTS
 
                    Section 72 of the Code governs the treatment of
                    distributions from annuity contracts. It provides that if
                    the Annuity Account Value exceeds the aggregate Premium
                    Payments made, any amount withdrawn will be treated as
                    coming first from the earnings and then, only after the
                    income portion is exhausted, as coming from the principal.
                    Withdrawn earnings are includable in gross income. It
                    further provides that a ten percent (10%) penalty will apply
                    to the income portion of any premature distribution.
                    However, the penalty is not imposed on amounts received: (a)
                    after the Payee reaches age 59 1/2; (b) after the death of
                    the Contract Owner (or, if the Contract Owner is a
                    non-natural person, the Annuitant); (c) if the Payee is
                    totally disabled (for this purpose disability is as defined
                    in Section 72(m)(7) of the Code); (d) in a series of
                    substantially equal periodic payments made not less
                    frequently than annually for the life (or life expectancy)
                    of the Payee or for the joint lives (or joint life
                    expectancies) of the Payee and his/her beneficiary; (e)
                    under an immediate annuity; or (f) which are allocable to
                    Premium Payments made prior to August 14, 1982.
 
                    The above information does not apply, except where noted, to
                    Qualified Contracts. However, separate tax withdrawal
                    penalties and restrictions may apply to such Qualified
                    Contracts. (See "Tax Treatment of Withdrawals -- Qualified
                    Contracts.")
 
                    QUALIFIED PLANS
 
                    The Contracts offered by this Prospectus are designed to be
                    suitable for use under various types of Qualified Plans.
                    Because of the minimum purchase payment requirements, these
                    Contracts may not be appropriate for some periodic payment
                    retirement plans. Taxation of participants in each Qualified
                    Plan varies with the type of plan and terms and conditions
                    of each specific plan. Contract Owners, Annuitants and
                    Beneficiaries are cautioned that benefits under a Qualified
                    Plan may be subject to the terms and conditions of the plan
                    regardless of the terms and conditions of the Contracts
                    issued pursuant to the plan. Although the Company provides
                    administration for the Contract, it does not provide
                    administrative support for Qualified Plans. Following are
                    general descriptions of the types of Qualified Plans with
                    which the Contracts may be used. Such descriptions are not
                    exhaustive and are for general informational purposes only.
                    The tax rules regarding Qualified Plans are very complex and
                    will have differing applications, depending on individual
                    facts and circumstances. Each purchaser should obtain
                    competent tax advice prior to purchasing a Contract issued
                    in connection with a Qualified Plan.
 
                    Special favorable tax treatment may be available for certain
                    types of contributions and distributions (including special
                    rules for certain lump sum distributions). Adverse tax
                    consequences may result from contributions in excess of
                    specified limits, distributions prior to age 59 1/2 (subject
                    to certain exceptions), distributions that do not conform to
 
38
<PAGE>
                    specified minimum distribution rules, aggregate
                    distributions in excess of a specified annual amount, and in
                    certain other circumstances. Therefore, the Company makes no
                    attempt to provide more than general information about use
                    of the Contract with the various types of qualified plans.
                    Purchasers and participants under qualified plans as well as
                    Annuitants, Payees and Beneficiaries are cautioned that the
                    rights of any person to any benefits under qualified plans
                    may be subject to the terms and conditions of the plan
                    themselves, regardless of the terms and conditions of the
                    Contract issued in connection therewith.
 
                    SECTION 403(B) PLANS
 
                    Under Section 403(b) of the Code, payments made by public
                    school systems and certain tax exempt organizations to
                    purchase annuity policies for their employees are excludable
                    from the gross income of the employee, subject to certain
                    limitations. However, such payments may be subject to FICA
                    (Social Security) taxes. Additionally, in accordance with
                    the requirements of the Code, Section 403(b) annuities
                    generally may not permit distribution of (i) elective
                    contributions made in years beginning after December 31,
                    1988, and (ii) earnings on those contributions and (iii)
                    earnings on amounts attributed to elective contributions
                    held as of the end of the last year beginning before January
                    1, 1989. Distributions of such amounts will be allowed only
                    upon the death of the employee, on or after attainment of
                    age 59 1/2, separation from service, disability, or
                    financial hardship, except that income attributable to
                    elective contributions may not be distributed in the case of
                    hardship.
 
                    INDIVIDUAL RETIREMENT ANNUITIES
 
                    Sections 219 and 408 of the Code permit individuals or their
                    employers to contribute to an individual retirement program
                    known as an "Individual Retirement Annuity" or an "IRA".
                    Individual Retirement Annuities are subject to limitation on
                    the amount which may be contributed and deducted and the
                    time when distributions may commence. In addition,
                    distributions from certain other types of qualified plans
                    may be placed into an Individual Retirement Annuity on a
                    tax-deferred basis.
 
                    CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS
 
                    Section 401(a) and 403(a) of the Code permit corporate
                    employers to establish various types of retirement plans for
                    employees and self-employed individuals to establish
                    qualified plans for themselves and their employees. Such
                    retirement plans may permit the purchase of the Contracts to
                    provide benefits under the plans.
 
                    DEFERRED COMPENSATION PLANS
 
                    Section 457 of the Code, while not actually providing for a
                    qualified plan as that term is normally used, provides for
                    certain deferred compensation plans with respect to service
                    for state governments, local governments, political
                    sub-divisions, agencies, instrumentalities and certain
                    affiliates of such entities and tax exempt organizations
                    which enjoy special treatment. The Contracts can be used
                    with such plans. Under such plans a participant may specify
                    the form of investment in which his or her participation
                    will be made. All such investments, however, are owned by,
                    and are subject to, the claims of the general creditors of
                    the sponsoring employer.
 
                    The above description of federal income tax consequences
                    pertaining to the different types of Qualified Plans that
                    may be funded by the Contracts is only a brief summary and
                    is not intended as tax advice. The rules governing the
                    provisions of Qualified Plans are extremely complex and
                    often difficult to comprehend. Anything less than full
 
                                                                              39
<PAGE>
                    compliance with the applicable rules, all of which are
                    subject to change, may have significant adverse tax
                    consequences. A prospective purchaser considering the
                    purchase of a Contract in connection with a Qualified Plan
                    should first consult a qualified and competent tax adviser
                    with regard to the suitability of the Contract as an
                    investment vehicle for the Qualified Plan.
 
                    TAX TREATMENT OF WITHDRAWALS --
                    QUALIFIED CONTRACTS
 
                    Section 72(t) of the Code imposes a 10% penalty tax on the
                    taxable portion of any distribution from qualified
                    retirement plans, including Contracts issued and qualified
                    under Code Sections 401, 403(b), 408 and 457. To the extent
                    amounts are not includable in gross income because they have
                    been properly rolled over to an IRA or to another eligible
                    Qualified Plan, no tax penalty will be imposed. The tax
                    penalty will not apply to the following distributions: (a)
                    if distribution is made on or after the date on which the
                    Payee reaches age 59 1/2; (b) distributions following the
                    death of the Contract Owner or Annuitant (as applicable) or
                    disability of the Payee (for this purpose disability is as
                    defined in Section 72(m)(7) of the Code); (c) after
                    separation from service, distributions that are part of
                    substantially equal periodic payments made not less
                    frequently than annually for the life (or life expectancy)
                    of the Payee or the joint lives (or joint life expectancies)
                    of such Payee and his/her designated beneficiary; (d)
                    distributions to a Payee who has separated from service
                    after attaining age 55; (e) distributions made to the extent
                    such distributions do not exceed the amount allowable as a
                    deduction under Code Section 213 to the Payee for amounts
                    paid during the taxable year for medical care: and (f)
                    distributions made to an alternate payee pursuant to a
                    qualified domestic relations order.
 
                    The exceptions stated in Items (d), (e) and (f) above do not
                    apply in the case of an Individual Retirement Annuity.
 
FINANCIAL STATEMENTS
 
                    Audited financial statements of the Company as of and for
                    each of the three years in the period ended December 31,
                    1995 are included in the Statement of Additional
                    Information. No financial statements are included for the
                    Variable Account, which had not yet commenced operations as
                    of December 31, 1995.
 
LEGAL PROCEEDINGS
 
                    There are no legal proceedings to which the Variable
                    Account, the Distributor or the Company is a party except
                    for routine litigation which the Company does not believe is
                    relevant to the Contracts offered by this Prospectus.
 
40
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
 
A  Statement of  Additional Information  which contains  more details concerning
some subjects discussed in this Prospectus is available (at no cost) by  calling
or  writing the Annuity  & Variable Life  Services Center. The  following is the
Table of Contents for that Statement:
<TABLE>
<CAPTION>
               TABLE OF CONTENTS                  PAGE
<S>                                               <C>
THE CONTRACTS-GENERAL PROVISIONS................           3
  The Contracts.................................           3
  Loans.........................................           3
  Non-Participating Contracts...................           3
  Misstatement of Age...........................           3
  CALCULATION OF VARIABLE ACCOUNT VALUES........           3
  Variable Accumulation Unit Value and
   Variable Accumulation Value..................           3
  Net Investment Factor.........................           4
SAMPLE CALCULATIONS AND TABLES..................           4
  Variable Account Unit Value Calculations......           4
  Withdrawal Charge and Market Value Adjustment
   Tables.......................................           5
STATE REGULATION OF THE COMPANY.................           6
 
<CAPTION>
               TABLE OF CONTENTS                  PAGE
<S>                                               <C>
ADMINISTRATION..................................           7
ACCOUNT INFORMATION.............................           7
DISTRIBUTION OF THE CONTRACTS...................           7
CUSTODY OF ASSETS...............................           7
HISTORICAL PERFORMANCE DATA.....................           8
  Money Market Sub-Account Yield................           8
  Other Sub-Account Yields......................           8
  Total Returns.................................           9
  Other Performance Data........................           9
LEGAL MATTERS...................................          10
LEGAL PROCEEDINGS...............................          10
EXPERTS.........................................          10
FINANCIAL STATEMENTS............................          10
CIGNA Life Insurance Company....................          11
</TABLE>
 
                                                                              41
<PAGE>
APPENDIX I
                              ILLUSTRATION OF THE
                        COST OF OPTIONAL DEATH BENEFITS
- ------------------------------------------------------------
                               SIMPLIFIED EXAMPLE
 
Contract Owner:     Mrs. Smith, female, age 57
Death Benefit Choice: D (annual step-up)
 
<TABLE>
<CAPTION>
                                                    GUARANTEED
DATE                    ACCOUNT VALUE*              DEATH BENEFIT    AMOUNT AT RISK
<S>                     <C>                         <C>              <C>                              <C>
- -----------------------------------------------------------------------------------------------------------------
May 15, Year 1          $30,000                            $30,000   $0.00
(New contract --
date policy is in
force)
- -----------------------------------------------------------------------------------------------------------------
May 15, Year 2          $40,000                            $40,000   $0.00
(First contract                                      (Death benefit
anniversary)                                            steps up.)
- -----------------------------------------------------------------------------------------------------------------
June 15, Year 2         $30,000                            $40,000   Guar. Death Bene. equals:            $40,000
(Last day of month.     (Market correction has                       Account Value equals:               -$30,000
Account is assessed     occurred. Account value                      AMOUNT AT RISK EQUALS:               -------
for death benefit       has fallen below                             (Owner WILL be charged for           $10,000
charges.)               guaranteed death benefit.)                   death benefit this month.)
- -----------------------------------------------------------------------------------------------------------------
July 15, Year 2         $40,000                            $40,000   Guar. Death Bene. equals:            $40,000
(One month later.)      (Market recovers. Account                    Account Value equals:               -$40,000
                        value has increased.)                        AMOUNT AT RISK EQUALS:               -------
                                                                     (Owner will NOT be charged for         $0.00
                                                                     death benefit this month.)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
 
In  the case shown above, the Amount at Risk on June 15, Yr. 2 would be $10,000.
Now refer to the  chart below, also found  on page 22 of  this prospectus. A  57
year  old female will  pay $8.34 per  thousand of Amount  at Risk. 10  X $8.34 =
$83.40. That amount is an  annual charge. It is divided  by 12 to determine  the
monthly charge of $6.95.
 
In the example above, no Amount at Risk exists on July 15, Yr. 2. The Owner will
NOT be charged for a death benefit that month. However a market recovery in June
will  not affect a death benefit charge  already accrued for May. That charge is
fixed and will appear on the Owner's annual statement at the end of the Contract
Year.
 
<TABLE>
<CAPTION>
                                                 COST OF OPTIONAL DEATH BENEFIT(S)
                                                       ACTUAL RATE PER $1,000
                                                         OF AMOUNT AT RISK
                                                 ----------------------------------
ATTAINED AGE                                        MALE       FEMALE      UNISEX
- -----------------------------------------------  ----------  ----------  ----------
<S>                                              <C>         <C>         <C>
Less than 40...................................  $     2.40  $     1.99  $     2.20
40-45..........................................        3.02        2.54        2.78
46-50..........................................        4.92        4.02        4.47
51-55..........................................        7.30        5.70        6.50
56-60..........................................       11.46        8.34        9.90
61-65..........................................       17.54       11.55       14.55
66-70..........................................       27.85       18.19       23.02
71-75..........................................       43.30       27.57       35.44
76-80..........................................       70.53       47.33       58.93
81-85..........................................      117.25       87.04      102.15
86-90..........................................      179.55      147.37      163.46
91+............................................      400.00      380.00      390.00
</TABLE>
 
*After $35 Account Fee is applied.
 
42
<PAGE>
      [LOGO]
 
                                                                   543778 (5/96)
<PAGE>
                              PART B. STATEMENT OF
                             ADDITIONAL INFORMATION
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
 
              FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS
 
                                 Issued through
 
                   CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
 
                                   Offered by
 
                          CIGNA LIFE INSURANCE COMPANY
 
                              Home Office Location
                             900 Cottage Grove Road
                          Hartford, Connecticut 06152
 
                                Mailing Address
                           CIGNA Individual Insurance
                    Annuity & Variable Life Services Center
                                 Routing S-249
                        Hartford, Connecticut 06152-2249
                                (800)(552-9898)
 
    This Statement of Additional Information ("Statement") expands upon subjects
discussed  in the  current Prospectus  for the  Variable Annuity  Contracts (the
"Contracts") offered  by CIGNA  Life Insurance  Company through  CIGNA  Variable
Annuity Separate Account I. You may obtain a copy of the Prospectus dated May 1,
1996,  by  calling (800)  552-9898, or  by  writing to  Annuity &  Variable Life
Services  Center,  Routing  S-249,  CIGNA  Life  Insurance  Company,   Hartford,
Connecticut  06152-2249. Terms used in the  current Prospectus for the Contracts
are incorporated in this Statement.
 
    THIS STATEMENT OF ADDITIONAL INFORMATION IS  NOT A PROSPECTUS AND SHOULD  BE
READ  ONLY  IN  CONJUNCTION WITH  THE  PROSPECTUS  FOR THE  CONTRACTS  AND CIGNA
VARIABLE ANNUITY SEPARATE ACCOUNT I.
 
Dated: May 1, 1996
 
                                       1
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                  -----
<S>                                                                                                          <C>
THE CONTRACTS -- GENERAL PROVISIONS........................................................................           3
  The Contracts............................................................................................           3
  Loans....................................................................................................           3
  Non-Participating Contracts..............................................................................           3
  Misstatement of Age......................................................................................           3
 
CALCULATION OF VARIABLE ACCOUNT VALUES.....................................................................           3
  Variable Accumulation Unit Value.........................................................................           3
  Net Investment Factor....................................................................................           4
 
SAMPLE CALCULATIONS AND TABLES.............................................................................           4
  Variable Account Unit Value Calculations.................................................................           4
  Withdrawal Charge and Market Value Adjustment Tables.....................................................           5
 
STATE REGULATION OF THE COMPANY............................................................................           6
 
ADMINISTRATION.............................................................................................           7
 
ACCOUNT INFORMATION........................................................................................           7
 
DISTRIBUTION OF THE CONTRACTS..............................................................................           7
 
CUSTODY OF ASSETS..........................................................................................           7
 
HISTORICAL PERFORMANCE DATA................................................................................           8
  Money Market Sub-Account Yield...........................................................................           8
  Other Sub-Account Yields.................................................................................           8
  Total Returns............................................................................................           9
  Other Performance Data...................................................................................           9
 
LEGAL MATTERS..............................................................................................          10
 
LEGAL PROCEEDINGS..........................................................................................          10
 
EXPERTS....................................................................................................          10
 
FINANCIAL STATEMENTS.......................................................................................          10
  CIGNA Life Insurance Company.............................................................................          11
</TABLE>
 
                                       2
<PAGE>
    In  order to  supplement the  description in  the Prospectus,  the following
provides  additional  information  about  CIGNA  Life  Insurance  Company   (the
"Company") and the Contracts which may be of interest to a Contract Owner. Terms
have the same meaning as in the Prospectus, unless otherwise indicated.
 
                      THE CONTRACTS -- GENERAL PROVISIONS
 
THE CONTRACTS
 
    A Contract, attached riders, amendments and any application, form the entire
contract.  Only the President, a Vice President,  a Secretary, a Director, or an
Assistant Director  of  the Company  may  change or  waive  any provision  in  a
Contract.  Any changes or waivers must be  in writing. The Company may change or
amend the Contracts if such change  or amendment is necessary for the  Contracts
to  comply  with  or  take  advantage  of any  state  or  federal  law,  rule or
regulation.
 
LOANS
 
    Under the Contracts, loans are not permitted.
 
NON-PARTICIPATING CONTRACTS
 
    The Contracts do not participate or share in the profits or surplus earnings
of the Company.
 
MISSTATEMENT OF AGE
 
    If the age of the Annuitant is misstated, any amounts payable by the Company
under the  Contract will  be adjusted  to  be those  amounts which  the  Premium
Payments  would have purchased  for the correct age,  according to the Company's
rates in effect  on the  Date of  Issue. Any  overpayment by  the Company,  with
interest  at  the rate  of 6%  per  year, compounded  annually, will  be charged
against the payments to be made next succeeding the adjustment. Any underpayment
by the Company will be paid in a lump sum.
 
    If the age or  sex of the  Owner is misstated, the  Company will adjust  the
charge  associated with the Optional Death  Benefits elected to the charges that
would have been assessed for the correct age and sex.
 
                     CALCULATION OF VARIABLE ACCOUNT VALUES
 
    On any Valuation Date, the Variable Account value is equal to the totals  of
the  values allocated to  the Contracts in  each Sub-Account. The  portion of an
Owner's Annuity Account Value held in any Variable Account Sub-Account is  equal
to  the number of  Sub-Account units allocated  to a Contract  multiplied by the
Sub-Account accumulation unit value as described below.
 
VARIABLE ACCUMULATION UNIT VALUE
 
    Upon receipt of a Premium Payment by  the Company at its Annuity &  Variable
Life  Services Center, all or that portion, if any, of the Premium Payment to be
allocated to the Variable Account Sub-Accounts will be credited to the  Variable
Account  in the  form of Variable  Accumulation Units. The  number of particular
Variable Accumulation Units to be credited is determined by dividing the  dollar
amount  allocated to the particular Variable Account Sub-Account by the Variable
Accumulation Unit Value for the particular Variable Account Sub-Account for  the
Valuation  Period during which the Premium  Payment is received at the Company's
Variable Products  Service Center  (for  the initial  Premium Payment,  for  the
Valuation Period during which the Premium Payment is accepted).
 
    The  Variable Accumulation Unit Value  for each Variable Account Sub-Account
was set initially  at $10.00 for  the first Valuation  Period of the  particular
Variable  Account  Sub-Account.  The Variable  Account  commenced  operations on
January 22,  1996.  The Variable  Accumulation  Unit Value  for  the  particular
Variable  Account Sub-Account for any  subsequent Valuation Period is determined
by multiplying the Variable Accumulation Unit Value for the particular  Variable
Account  Sub-Account for the  immediately preceding Valuation  Period by the Net
Investment Factor  for  the particular  Variable  Account Sub-Account  for  such
subsequent Valuation Period. The Variable Accumulation Unit
 
                                       3
<PAGE>
Value  for each  Variable Account  Sub-Account for  any Valuation  Period is the
value determined  as of  the end  of  the particular  Valuation Period  and  may
increase,  decrease,  or  remain  constant from  Valuation  Period  to Valuation
Period.
 
    The Variable Account portion of the  Annuity Account Value, if any, for  any
Valuation  Period is equal to the sum  of the value of all Variable Accumulation
Units of each  Variable Account Sub-Account  credited to the  Contract for  such
Valuation  Period. The value in a  Contract of each Variable Account Sub-Account
is determined by multiplying the number of Variable Accumulation Units, if  any,
credited  to such  Variable Account  Sub-Account in  a Contract  by the Variable
Accumulation Unit Value of the particular Variable Account Sub-Account for  such
Valuation Period.
 
NET INVESTMENT FACTOR
 
    The  Net Investment  Factor is  an index  applied to  measure the investment
performance of a Variable Account Sub-Account  from one Valuation Period to  the
next.  The Net Investment  Factor may be greater  or less than  or equal to 1.0;
therefore, the value of a Variable Accumulation Unit may increase, decrease,  or
remain the same.
 
    The  Net  Investment Factor  for any  Variable  Account Sub-Account  for any
Valuation Period is determined by dividing  (a) by (b) and then subtracting  (c)
from the result where:
 
    (a) is the net result of:
 
        (1)  the net asset  value of a  Fund share held  in the Variable Account
           Sub-Account determined as of the end of the Valuation Period, plus
 
        (2) the per share amount of any dividend or other distribution  declared
           by the Fund on the shares held in the Variable Account Sub-Account if
           the  "ex-dividend" date occurs  during the Valuation  Period, plus or
           minus
 
        (3) a per  share credit  or charge  with respect  to any  taxes paid  or
           reserved  for by  the Company during  the Valuation  Period which are
           determined by the Company to be attributable to the operation of  the
           Variable Account Sub-Account;
 
    (b)  is the  net asset value  of a Fund  share held in  the Variable Account
       Sub-Account determined as of the  end of the preceding Valuation  Period;
       and
 
    (c)  is the asset charge factor determined  by the Company for the valuation
       period to reflect the  charges for assuming  mortality and expense  risks
       and for administrative expenses.
 
                         SAMPLE CALCULATIONS AND TABLES
 
VARIABLE ACCOUNT UNIT VALUE CALCULATIONS
 
    VARIABLE ACCUMULATION UNIT VALUE CALCULATION.  Assume the net asset value of
a Fund share at the end of the current Valuation Period is $16.50; and its value
at  the  end  of the  immediately  preceding  Valuation Period  was  $16.46; the
Valuation Period  is one  day; and  no dividends  or distributions  caused  Fund
shares  to go "ex-dividend" during the  current Valuation Period. $16.50 divided
by $16.46 is 1.002430134. Subtracting the one day risk factor for mortality  and
expense  risks and the administrative expense  charge of .00003584933 (the daily
equivalent of  the current  charge of  1.30% on  an annual  basis) gives  a  net
investment  factor of 1.00239428467.  If the value  of the Variable Accumulation
Unit for the  immediately preceding  Valuation Period had  been $14.703693,  the
value  for  the  current  Valuation Period  would  be  $14.738898  ($14.703693 X
1.00239428467).
 
    VARIABLE ANNUITY  UNIT VALUE  CALCULATION.   The  assumptions in  the  above
example exist. Also assume that the value of an Annuity Unit for the immediately
preceding  Valuation Period had  been $13.579136. As  the first variable annuity
payment is determined  by using an  assumed interest  rate of 3%  per year,  the
value  of the Annuity Unit for the  current Valuation Period would be $13.610546
[$13.579136  X  1.00239428467  (the  net  investment  factor)  X   0.999919020].
0.999919020  is the factor, for a one day Valuation Period, that neutralizes the
assumed interest  rate of  three percent  (3%) per  year used  to establish  the
Annuity Payment Rates found in the Contract.
 
                                       4
<PAGE>
    VARIABLE  ANNUITY PAYMENT CALCULATION.  Assume that a Participant's Variable
Annuity Account  is credited  with 5319.7531  Variable Accumulation  Units of  a
particular  Sub-Account;  that  the  Variable Accumulation  Unit  Value  and the
Annuity Unit Value for the particular Sub-Account for the Valuation Period which
ends immediately  preceding  the  Annuity Date  are  $14.703693  and  $13.579136
respectively;  that the Annuity Payment  Rate for the age  and option elected is
$6.52 per $1,000; and that the Annuity Unit Value on the day prior to the second
variable annuity payment date is $13.610170. The first variable annuity  payment
would be $509.99 (5319.7531 X $14.703693 X 6.52 divided by 1,000). The number of
Annuity  Units credited would be 37.5569 ($509.99 divided by $13.579136) and the
second variable annuity payment would be $511.16 (37.5569 X $13.610170).
 
WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT TABLES
 
    The following example illustrates the  detailed calculations for a  $100,000
deposit  into the Fixed Account  with a guaranteed rate of  8% for a duration of
five years. The intent of the example is to show the effect of the Market  Value
Adjustment  ("MVA") and the 3% minimum guarantee under various interest rates on
the calculation  of  the cash  surrender  (withdrawal) value.  Any  charges  for
optional  death benefit  risks are  not taken into  account in  the example. The
effect of the MVA is  reflected in the index rate  factor in column (2) and  the
minimum  3%  guarantee is  shown  under column  (4)  under the  "Surrender Value
Calculation". The  "Surrender Charge  Calculation" assumes  there have  been  no
prior  withdrawals and  illustrates the  operation of  the Fifteen  Percent Free
provision of the  Contract. The  "Market Value Adjustment  Tables" and  "Minimum
Value Calculation" contain the explicit calculation of the index factors and the
3%  minimum guarantee respectively. The "Annuity Value Calculation" and "Minimum
Value" calculations assume the imposition of the annual $35 Annuity Account  Fee
charge,  but that fee  is waived if  the Annuity Account  Value at the  end of a
Contract Year is $100,000 or more.
                            WITHDRAWAL CHARGE TABLES
                     SAMPLE CALCULATIONS FOR MALE 35 ISSUE
                             CASH SURRENDER VALUES
 
<TABLE>
<S>                             <C>
Single premium................  $100,000
Premium taxes.................  0
Withdrawals...................  None
Guaranteed period.............  5 years
Guaranteed interest rate......  8%
Annuity date..................  Age 70
Index rate A..................  7.5%
Index rate B..................  8.00% end of contract year 1
                                7.75% end of contract year 2
                                7.00% end of contract year 3
                                6.50% end of contract year 4
Percentage adjustment to B....  0.5%
</TABLE>
 
                          SURRENDER VALUE CALCULATION
 
<TABLE>
<CAPTION>
                                      (1)          (2)           (3)           (4)          (5)          (6)          (7)
                                    ANNUITY    INDEX RATE     ADJUSTED       MINIMUM    GREATER OF    SURRENDER    SURRENDER
CONTRACT YEAR                        VALUE       FACTOR     ANNUITY VALUE     VALUE       (3)&(4)      CHARGE        VALUE
- --------------------------------  -----------  -----------  -------------  -----------  -----------  -----------  -----------
<S>                               <C>          <C>          <C>            <C>          <C>          <C>          <C>
1...............................  $   107,965     0.963640   $   104,039   $   102,965  $   104,039   $   5,950   $    98,089
2...............................  $   116,567     0.993056   $   115,758   $   106,019  $   115,758   $   5,100   $   110,658
3...............................  $   125,858     1.000000   $   125,858   $   109,165  $   125,858   $   4,250   $   121,608
4...............................  $   135,891     1.004673   $   136,526   $   112,404  $   136,526   $   3,400   $   133,126
5...............................  $   146,727     1.000000   $   146,727   $   115,742  $   146,727   $   2,550   $   144,177
</TABLE>
 
                                       5
<PAGE>
                           ANNUITY VALUE CALCULATION
 
<TABLE>
<CAPTION>
CONTRACT YEAR                                 ANNUITY VALUE
- ------------------------------  ------------------------------------------
<S>                             <C>
1.............................       $100,000 X 1.08 - $35 = $107,965
2.............................       $107,965 X 1.08 - $35 = $116,567
3.............................       $116,567 X 1.08 - $35 = $125,858
4.............................       $125,858 X 1.08 - $35 = $135,891
5.............................       $135,891 X 1.08 - $35 = $146,727
</TABLE>
 
                          SURRENDER CHARGE CALCULATION
 
<TABLE>
<CAPTION>
                                                                                       (2)
                                                              (1)            SURRENDER CHARGE FACTOR          (3)
                                                           SURRENDER                ADJUSTED               SURRENDER
CONTRACT YEAR                                            CHARGE FACTOR    FOR FREE PARTIAL WITHDRAWALS      CHARGE
- ------------------------------------------------------  ---------------  -------------------------------  -----------
<S>                                                     <C>              <C>                              <C>
1.....................................................       0.07                      0.0595              $   5,950
2.....................................................       0.06                      0.0510              $   5,100
3.....................................................       0.05                      0.0425              $   4,250
4.....................................................       0.04                      0.0340              $   3,400
5.....................................................       0.03                      0.0255              $   2,550
</TABLE>
 
                         MARKET VALUE ADJUSTMENT TABLES
                        INTEREST RATE FACTOR CALCULATION
 
<TABLE>
<CAPTION>
                                                                             (3)                       (5)
                                                          (1)     (2)     ADJUSTED            (1+A)to the power of n
                                                         INDEX   INDEX   INDEX RATE    (4)            ------
CONTRACT YEAR                                            RATE A  RATE B       B         N     (1+B)to the power of n
- -------------------------------------------------------  ------  ------  -----------  -----        ------------
<S>                                                      <C>     <C>     <C>          <C>    <C>
1......................................................  7.5%    8.00      8.50        4             0.963640
2......................................................  7.5%    7.75      7.75        3             0.993056
3......................................................  7.5%    7.00      7.50        2             1.000000
4......................................................  7.5%    6.50      7.00        1             1.004673
5......................................................  7.5%     NA        NA         0                NA
</TABLE>
 
                           MINIMUM VALUE CALCULATION
 
<TABLE>
<CAPTION>
CONTRACT YEAR                                 MINIMUM VALUE
- ------------------------------  ------------------------------------------
<S>                             <C>
1.............................       $100,000 X 1.03 - $35 = $102,965
2.............................       $102,965 X 1.03 - $35 = $106,019
3.............................       $106,019 X 1.03 - $35 = $109,165
4.............................       $109,165 X 1.03 - $35 = $112,404
5.............................       $112,404 X 1.03 - $35 = $115,742
</TABLE>
 
                        STATE REGULATION OF THE COMPANY
 
    The Company,  a Connecticut  corporation, is  subject to  regulation by  the
Connecticut  Department  of Insurance.  An annual  statement  is filed  with the
Connecticut Department  of  Insurance  each year  covering  the  operations  and
reporting  on the financial  condition of the  Company as of  December 31 of the
preceding year. Periodically, the Connecticut  Department of Insurance or  other
authorities examine the liabilities and reserves of the Company and the Variable
Account,  and  a  full  examination of  the  Company's  operations  is conducted
periodically by  the  Connecticut  Department of  Insurance.  In  addition,  the
Company  is subject to the insurance laws and regulations of other states within
which it is  licensed to  operate. Generally,  the Insurance  Department of  any
other state applies the laws of the state of domicile in determining permissible
investments.
 
    The fixed account values and benefits of each Contract are governed by state
nonforfeiture  laws, and  separate account values  and benefits  are governed by
state separate account laws.
 
                                       6
<PAGE>
                                 ADMINISTRATION
 
    The Company  performs  certain  administrative  functions  relating  to  the
Contracts,  the individual Annuity Accounts, the Fixed Account, and the Variable
Account. These functions include, among other things, maintaining the books  and
records  of the Variable  Account, the Fixed Account,  and the Sub-Accounts, and
maintaining records  of  the  name,  address,  taxpayer  identification  number,
contract  number, Annuity  Account number and  type, the status  of each Annuity
Account and  other pertinent  information necessary  to the  administration  and
operation of the Contracts.
 
                              ACCOUNT INFORMATION
 
    At least once during each Calendar Year, the Company will furnish each Owner
with  a report  showing the Annuity  Account Value  at the end  of the preceding
Calendar Year, all transactions  during the Calendar  Year, the current  Annuity
Account  Value,  the  number  of Accumulation  Units  in  each  Variable Account
Sub-Account Accumulation Account and the  applicable Accumulation Unit Value  as
of  the date of the report. In addition, each person having voting rights in the
Variable Account  and  a  Fund  or  Funds will  receive  each  such  reports  or
prospectuses  as may be required  by the Investment Company  Act of 1940 and the
Securities Act of 1933.  The Company will also  send each Owner such  statements
reflecting  transactions in  the Owner's Annuity  Account as may  be required by
applicable laws, rules and regulations.
 
    Upon request to  the Annuity &  Variable Life Services  Center, the  Company
will provide an Owner with information regarding fixed and variable accumulation
values.
 
                         DISTRIBUTION OF THE CONTRACTS
 
    The  Contracts will  be sold  by licensed  insurance agents  in those states
where the  Contracts  may lawfully  be  sold.  Such agents  will  be  registered
representatives  of broker-dealers registered under  the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers,  Inc.
(NASD).   The  Contracts  will   be  distributed  by   the  Company's  principal
underwriter, CIGNA  Financial Advisors,  Inc. ("CFA"),  located at  900  Cottage
Grove  Road, Bloomfield, CT. CFA is a Connecticut corporation organized in 1967,
and is the principal underwriter as well for Connecticut General Life  Insurance
Company's  registered  separate  accounts.  Commissions  and  other distribution
compensation will be  paid by the  Company and will  not be more  than 6.50%  of
Premium Payments. No deferred sales charges have been received by the Company.
 
    Sales  charges on and exchange privileges  under the Contracts are described
in the Prospectus. There are no variations in the prices at which the  Contracts
are offered for certain types of purchasers.
 
                               CUSTODY OF ASSETS
 
    The  Company is  the Custodian  of the assets  of the  Variable Account. The
Company will purchase Fund shares at net asset value in connection with  amounts
allocated   to  the  Variable  Account   Sub-Accounts  in  accordance  with  the
instructions of the Purchasers and redeem Fund shares at net asset value for the
purpose of meeting the contractual  obligations of the Variable Account,  paying
charges  relative  to the  Variable Account  or  making adjustments  for annuity
reserves held in  the Variable Account.  The assets of  the Sub-Accounts of  the
Variable  Account  are held  separate and  apart  from the  assets of  any other
segregated asset  accounts  of the  Company  and  separate and  apart  from  the
Company's general account assets. The Company maintains records of all purchases
and  redemptions of shares of each Fund held  by each of the Sub-Accounts of the
Variable Account. Additional protection for  the assets of the Variable  Account
is  afforded by the  Company's fidelity bond  covering the acts  of officers and
employees of the Company which is presently in the amount of $100,000,000.
 
                                       7
<PAGE>
                          HISTORICAL PERFORMANCE DATA
 
    No historical performance data for each of the Sub-Accounts of the  Separate
Account,  is yet available, as the Separate Account had not commenced operations
as of December 31, 1995.
 
MONEY MARKET SUB-ACCOUNT YIELD
 
    From time to time,  the Money Market Sub-Account  may advertise its  "yield"
and  "effective yield." Both yield figures  will be based on historical earnings
and are not intended  to indicate future performance.  The "yield" of the  Money
Market  Sub-Account refers to the income  generated by Annuity Account Values in
the Money  Market Sub-Account  over a  seven-day period  (which period  will  be
stated  in the  advertisement). This income  is then "annualized."  That is, the
amount of income generated by the investment  during that week is assumed to  be
generated  each week over a  52-week period and is shown  as a percentage of the
Annuity Account Values in the Money Market Sub-Account. The "effective yield" is
calculated similarly but, when annualized, the income earned by Annuity  Account
Values  in  the  Money  Market  Sub-Account is  assumed  to  be  reinvested. The
"effective yield"  will be  slightly  higher than  the  "yield" because  of  the
compounding  effect of this  assumed reinvestment. The  computation of the yield
calculation includes a deduction for the Mortality and Expense Risk Charge,  the
Administrative Expense Charge, and the Annuity Account Fee.
 
    The  effective  yield is  calculated  by compounding  the  unannualized base
period return according to the following formula:
 
      EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)to the power of 365/7 - 1
 
    The yield on  amounts held  in the  Money Market  Sub-Account normally  will
fluctuate  on a daily basis.  Therefore, the disclosed yield  for any given past
period is  not an  indication or  representation of  future yields  or rates  of
return.  The Money Market  Sub-Account's actual yield is  affected by changes in
interest rates on  money market  securities, average portfolio  maturity of  the
Money  Market Fund, the  types and quality  of portfolio securities  held by the
Money Market Fund and its operating  expenses. The yield figures do not  reflect
withdrawal charges or premium taxes or any charges for Optional Death Benefit(s)
selected.
 
OTHER SUB-ACCOUNT YIELDS
 
    The  Company  may  from  time  to time  advertise  or  disclose  the current
annualized yield of  one or  more of the  Sub-Accounts of  the Variable  Account
(except  the Money Market Sub-Account) for  30-day periods. The annualized yield
of a Sub-Account refers to income  generated by the Sub-Account over a  specific
30-day  period.  Because  the yield  is  annualized,  the yield  generated  by a
Sub-Account during the  30-day period  is assumed  to be  generated each  30-day
period  over a 12-month period.  The yield is computed  by: (i) dividing the net
investment income per accumulation unit earned during the period by the  maximum
offering  price  per  unit on  the  last day  of  the period,  according  to the
following formula:
 
Yield = 2   [(a - b + 1)to the power of 6 - 1]
 
            -----
            cd
 
Where:    a    =   Net investment income earned during the period by
                   the Fund attributable to shares owned by the
                   Sub-Account.
          b    =   Expenses accrued for the period.
          c    =   The average daily number of accumulation units
                   outstanding during the period.
          d    =   The maximum offering price per accumulation unit
                   on the last day of the period.
 
    Because of the charges and deductions  imposed by the Variable Account,  the
yield for a Sub-Account of the Variable Account will be lower than the yield for
its  corresponding Fund. The yield calculations do not reflect the effect of any
premium taxes or deferred sales charges that may be
 
                                       8
<PAGE>
applicable to a particular Contract. Deferred sales charges range from 7% to  1%
of the amount withdrawn or surrendered on total Premium Payments paid less prior
partial  withdrawals,  based on  the Contract  Year in  which the  withdrawal or
surrender occurs.
 
    The yield  on amounts  held  in the  Sub-Accounts  of the  Variable  Account
normally  will fluctuate over time. Therefore, the disclosed yield for any given
past period is not an indication or representation of future yields or rates  of
return. A Sub-Account's actual yield is affected by the types and quality of the
Fund's investments and its operating expenses.
 
TOTAL RETURNS
 
    The  Company may from  time to time  also advise or  disclose annual average
total returns for one or  more of the Sub-Accounts  of the Variable Account  for
various  periods of time. When a Sub-Account has  been in operation for 1, 5 and
10 years, respectively,  the total return  for these periods  will be  provided.
Total returns for other periods of time may from time to time also be disclosed.
Total returns represent the average annual compounded rates of return that would
equate the initial amount invested to the redemption value of that investment as
of the last day of each of the periods.
 
    Total  returns will  be calculated using  Sub-Account Unit  Values which the
Company calculates on  each Valuation  Period based  on the  performance of  the
Sub-Account's  underlying Fund, and the deductions for the mortality and expense
risk charge, the administrative expense charge, and the Annuity Account Fee. The
Annuity Account Fee is  reflected by dividing the  total amount of such  charges
collected  during the year that are attributable  to the Variable Account by the
total average  net  assets  of  all the  Variable  Sub-Accounts.  The  resulting
percentage  is deducted  from the  return in  calculating the  ending redeemable
value. These figures will not reflect any  premium taxes or any charges for  any
Optional  Death Benefit  selected by the  Owner. Total  return calculations will
reflect the  effect  of deferred  sales  charges that  may  be applicable  to  a
particular  period. The  total return will  then be calculated  according to the
following formula:
 
                         P(1+T)to the power of n = ERV
 
Where:     P     =    A hypothetical initial Premium Payment of $1,000.
           T     =    Average annual total return.
           n     =    Number of years in the period.
          ERV    =    Ending redeemable value of a hypothetical $1,000
                      payment made at the beginning of the one, five or
                      ten-year period, at the end of the one, five or
                      ten-year period (or fractional portion thereof).
 
OTHER PERFORMANCE DATA
 
    The Company may from time to time also disclose average annual total returns
in a  non-standard format  in  conjunction with  the standard  format  described
above. The non-standard format will be identical to the standard one except that
the deferred sales charge percentage will be assumed to be 0%.
 
                                       9
<PAGE>
    The  Company  may from  time to  time disclose  cumulative total  returns in
conjunction with the  standard format  described above.  The cumulative  returns
will  be calculated using the following formula assuming that the deferred sales
charge percentage will be 0%.
 
                               CTR = (ERV/P) - 1
 
Where:    CTR    =    The cumulative total return net of
                      Sub-Account recurring charges for the
                      period.
          ERV    =    The ending redeemable value of the
                      hypothetical investment made at the
                      beginning of the one, five or ten-year
                      period, at the end of the one, five or
                      ten-year period (or fractional portion
                      thereof).
           P     =    A hypothetical initial payment of
                      $10,000
 
    All non-standard performance data  will only be  advertised if the  standard
performance data is also disclosed.
 
    The  Company  may also  from  time to  time  use advertising  which includes
hypothetical illustrations to  compare the  difference between the  growth of  a
taxable investment and a tax-deferred investment in a variable annuity.
 
                                 LEGAL MATTERS
 
    Legal  advice regarding certain  matters relating to  the federal securities
laws applicable to the issuance of the Contracts described in the Prospectus and
this Statement has  been provided by  George N. Gingold,  Esq., 197 King  Philip
Drive, West Hartford, CT 06117. All matters of Connecticut law pertaining to the
Contracts,  including the validity  of the Contracts and  the Company's right to
issue the Contracts  under Connecticut  Insurance Law and  any other  applicable
state  insurance  or  securities  laws,  have  been  passed  upon  by  Robert A.
Picarello, Chief Counsel, Individual Insurance, CIGNA Companies.
 
                               LEGAL PROCEEDINGS
 
    There are no legal proceedings to which  the Variable Account is a party  or
to  which the  assets of the  Variable Account  are subject. The  Company is not
involved in any  litigation that is  of material importance  in relation to  its
total assets or that relates to the Variable Account.
 
                                    EXPERTS
 
    The  financial statements of CIGNA Life Insurance Company as of December 31,
1995 and 1994 and for each of the  three years in the period ended December  31,
1995  included in this Statement of Additional Information have been so included
in reliance  on the  report of  Price Waterhouse  LLP, independent  accountants,
given on the authority of said firm as experts in auditing and accounting. Price
Waterhouse  LLP's consent to this reference to  the firm as an "expert" is filed
as an  exhibit  to  the  registration  statement  of  which  this  Statement  of
Additional Information is a part.
 
                              FINANCIAL STATEMENTS
 
    The financial statements of the Company which are included in this Statement
should  be considered only as bearing on the  ability of the Company to meet the
obligations under the Contracts. They should not be considered as bearing on the
investment performance of  the assets held  in the Variable  Account, or on  the
Guaranteed  Interest Rate credited by the Company during a Guaranteed Period. No
financial statements  of  the  Variable  Account are  included,  because  as  of
December 31, 1995 the Variable Account had not yet commenced operations.
 
                                       10
<PAGE>
 
                      NORTHEAST INSURANCE SERVICES     Telephone 860 240 2000
                      One Financial Plaza              Facsimile 860 240 2282
                      Hartford, CT 06103
 
PRICE WATERHOUSE LLP                                                   [LOGO]
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
February 13, 1996
 
The Board of Directors and Shareholder of
CIGNA Life Insurance Company
 
In  our opinion, the  accompanying balance sheets and  the related statements of
income and retained earnings and of  cash flows present fairly, in all  material
respects, the financial position of CIGNA Life Insurance Company at December 31,
1995 and 1994, and the results of their operations and their cash flows for each
of  the three years  in the period  ended December 31,  1995, in conformity with
generally accepted  accounting principles.  These financial  statements are  the
responsibility  of the Company's management; our responsibility is to express an
opinion on these  financial statements  based on  our audits.  We conducted  our
audits  of  these  statements  in accordance  with  generally  accepted auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the   amounts  and  disclosures  in  the  financial  statements,  assessing  the
accounting principles used  and significant  estimates made  by management,  and
evaluating  the overall  financial statement  presentation. We  believe that our
audits provide a reasonable basis for the opinion expressed above.
 
             [SIG]
 
                                       11
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                   STATEMENTS OF INCOME AND RETAINED EARNINGS
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
 
(IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,                                          1995       1994       1993
- ---------------------------------------------------------------------------------------------------
 
<S>                                                                 <C>        <C>        <C>
REVENUES
Premiums and fees.................................................  $   1,263  $   1,327  $   1,456
Net investment income.............................................      1,293      1,184      1,162
                                                                    ---------  ---------  ---------
  Total revenues..................................................      2,556      2,511      2,618
                                                                    ---------  ---------  ---------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses..........................      1,461      1,531      2,047
Other operating expenses..........................................        456         77         67
                                                                    ---------  ---------  ---------
  Total benefits, losses and expenses.............................      1,917      1,608      2,114
                                                                    ---------  ---------  ---------
 
INCOME BEFORE INCOME TAXES........................................        639        903        503
                                                                    ---------  ---------  ---------
Income taxes (benefits):
  Current.........................................................        242        319        164
  Deferred........................................................        (16)        (2)        71
                                                                    ---------  ---------  ---------
    Total taxes...................................................        226        317        235
                                                                    ---------  ---------  ---------
NET INCOME........................................................        413        586        269
Retained earnings, beginning of year..............................      4,251      3,665      3,396
                                                                    ---------  ---------  ---------
RETAINED EARNINGS, END OF YEAR....................................  $   4,664  $   4,251  $   3,665
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
                                       12
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
 
(IN THOUSANDS)
- -----------------------------------------------------------------------------------------------
AS OF DECEMBER 31,                                                              1995       1994
- -----------------------------------------------------------------------------------------------
 
<S>                                                                        <C>        <C>
ASSETS
Investments:
  Fixed maturities: available for sale, at fair value
   (amortized cost, $13,140; $13,014)....................................  $  14,201  $  12,732
  Short-term investments.................................................      1,822      1,455
                                                                           ---------  ---------
  Total investments......................................................     16,023     14,187
Cash and cash equivalents................................................      4,125      3,902
Accrued investment income................................................        321        316
Premiums and accounts receivable.........................................        271        286
Current income taxes.....................................................         24         --
Deferred income taxes, net...............................................         62        516
- -----------------------------------------------------------------------------------------------
  Total..................................................................  $  20,826  $  19,207
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
 
LIABILITIES
Future policy benefits...................................................  $   9,616  $   9,185
Unpaid claims and claim expenses.........................................        285        383
                                                                           ---------  ---------
  Total insurance liabilities............................................      9,901      9,568
Accounts payable, accrued expenses and other liabilities.................         71         12
Current income taxes.....................................................         --         59
- -----------------------------------------------------------------------------------------------
  Total liabilities......................................................      9,972      9,639
- -----------------------------------------------------------------------------------------------
 
SHAREHOLDER'S EQUITY
Common stock (25 shares outstanding).....................................      2,500      2,500
Additional paid-in capital...............................................      3,000      3,000
Net unrealized appreciation (depreciation)...............................        690       (183)
Retained earnings........................................................      4,664      4,251
- -----------------------------------------------------------------------------------------------
  Total shareholder's equity.............................................     10,854      9,568
- -----------------------------------------------------------------------------------------------
  Total..................................................................  $  20,826  $  19,207
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
                                       13
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
 
(IN THOUSANDS)
- ------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,                                       1995       1994       1993
- ------------------------------------------------------------------------------------------------
 
<S>                                                              <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.....................................................  $     413  $     586  $     269
Adjustments to reconcile net income to net cash provided by
  (used in) operating activities:
    Insurance liabilities......................................        333        206        233
    Accrued investment income..................................         (5)        --          3
    Premiums and accounts receivable...........................         15         30         43
    Deferred income taxes, net.................................        (16)        (2)       (71)
    Accounts payable, accrued expenses, other liabilities and
     current income taxes......................................        (24)       (18)       (36)
    Other, net.................................................         40         41         31
                                                                 ---------  ---------  ---------
    Net cash provided by operating activities..................        756        843        614
                                                                 ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from short-term investments sold......................        414      2,830      1,927
Maturities and repayments of fixed maturities..................         25        130        535
Purchases:
  Fixed maturities.............................................       (191)      (130)      (555)
  Short-term investments.......................................       (781)    (1,768)    (1,373)
                                                                 ---------  ---------  ---------
    Net cash provided by (used in) activities..................       (533)    (1,062)      (534)
- ------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents......................        223      1,905      1,148
Cash and cash equivalents, beginning of year...................      3,902      1,997        849
- ------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year.........................  $   4,125  $   3,902  $   1,997
- ------------------------------------------------------------------------------------------------
                                                                 -------------------------------
Supplemental Disclosure of Cash Information:
  Income taxes paid, net of refunds............................  $     325  $     340  $     181
- ------------------------------------------------------------------------------------------------
                                                                 -------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
                                       14
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 -- DESCRIPTION OF BUSINESS
 
  CIGNA  Life Insurance  Company (the Company)  is a  wholly-owned subsidiary of
Connecticut General  Life  Insurance  Company  (CGLIC),  which  is  an  indirect
wholly-owned  subsidiary of CIGNA Corporation  (CIGNA). Substantially all of the
Company's business results from reinsurance arrangements with CGLIC, principally
for individual life  insurance. The Company  will commence marketing  individual
variable annuity products in 1996.
 
  See also Note 7 for information on reinsurance activities with CGLIC.
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  A)  BASIS OF PRESENTATION:   These financial statements  have been prepared in
conformity  with   generally  accepted   accounting  principles,   and   reflect
management's  estimates and assumptions, such as those regarding interest rates,
that affect the recorded amounts. Significant  estimates, such as those used  in
determining  insurance liabilities,  are discussed  throughout the  Notes to the
Financial Statements. Certain reclassifications have  been made to prior  years'
amounts to conform with the 1995 presentation.
 
  B)  FINANCIAL  INSTRUMENTS:   In the  normal course  of business,  the Company
enters  into  transactions  involving   financial  instruments  such  as   fixed
maturities  and short-term investments.  These instruments have  credit risk and
also  may  be  subject  to  risk  of  loss  due  to  interest  rate  and  market
fluctuations.  The  Company  evaluates and  monitors  each  financial instrument
individually and,  where  appropriate,  obtains collateral  or  other  forms  of
security to minimize risk of loss.
 
  Financial  instruments that are subject  to fair value disclosure requirements
(insurance contracts are excluded)  are carried in  the financial statements  at
amounts  that  approximate  fair  value.  The  fair  values  used  for financial
instruments are estimates that in many  cases may differ significantly from  the
amounts  that  could  be  realized upon  immediate  liquidation.  For additional
information on fair values of bonds, see Note 3.
 
  C)  INVESTMENTS:    Investments  in  fixed  maturities  include  bonds.  Fixed
maturities  are classified as available for sale and carried at fair value, with
unrealized appreciation or depreciation included in Shareholder's Equity.  Fixed
maturities are considered impaired and written down to fair value when a decline
in  value is considered to be  other than temporary. Unrealized investment gains
and losses, net of deferred income taxes, if applicable, for investments carried
at fair value are included directly in Shareholder's Equity.
 
  D) 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.
 
  E) FUTURE POLICY BENEFITS:   Future policy benefits  are liabilities for  life
insurance.  Such liabilities  are established  in amounts  adequate to  meet the
estimated future  obligations  of  policies  in  force.  These  liabilities  are
computed  using 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 policies  are computed  using  interest
rates  ranging  from  approximately  4.5%  to  6.0%.  Mortality,  morbidity, and
withdrawal assumptions  are based  on  either the  Company's own  experience  or
various actuarial tables.
 
  F)  UNPAID CLAIMS AND CLAIM EXPENSES:  Liabilities for unpaid claims and claim
expenses are estimates of payments to  be made on insurance claims for  reported
losses and estimates of losses incurred but not reported.
 
  G)  OTHER  LIABILITIES:   Other  Liabilities consists  principally  of various
insurance-related liabilities for taxes, licenses and fees.
 
                                       15
<PAGE>
  H) PREMIUMS AND FEES AND RELATED EXPENSES:  Premiums are recognized as revenue
when due. Benefits, losses and expenses are matched with premiums.
 
  I) INCOME TAXES:   The Company is included  in the consolidated United  States
federal  income tax  return filed  by CIGNA.  In accordance  with a  tax sharing
agreement with CIGNA, the provision for federal income tax is computed as if the
Company were filing a separate federal  income tax return, except that  benefits
arising  from tax credits and net operating  and capital losses are allocated to
those subsidiaries producing such attributes to the extent they are utilized  in
CIGNA's consolidated federal income tax provision.
 
  Deferred  income taxes  are generally  recognized when  assets and liabilities
have different values for  financial statement and  tax reporting purposes.  See
Note 6 for additional information.
 
NOTE 3 -- INVESTMENTS
 
  A)  FIXED  MATURITIES:   The  amortized  cost  and fair  value  by contractual
maturity periods for available-for-sale fixed maturities (carried at fair value)
as of December 31, 1995 were as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
                                                                          Amortized       Fair
(IN THOUSANDS)                                                                 Cost      Value
- ----------------------------------------------------------------------------------------------
<S>                                                                     <C>          <C>
Available for Sale (Carried at Fair Value)
Due in one year or less...............................................   $     110   $     111
Due after one year through five years.................................       4,323       4,556
Due after five years through ten years................................       8,665       9,486
Due after ten years...................................................          42          48
- ----------------------------------------------------------------------------------------------
Total.................................................................   $  13,140   $  14,201
- ----------------------------------------------------------------------------------------------
                                                                        ----------------------
</TABLE>
 
  Actual maturities could differ  from contractual maturities because  borrowers
may  have  the right  to  call or  prepay obligations  with  or without  call or
prepayment penalties.
 
  Gross unrealized appreciation (depreciation) for  fixed maturities by type  of
issuer was as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                                                                      December 31, 1995
- ----------------------------------------------------------------------------------------------------
                                              Amortized                                         Fair
(IN THOUSANDS)                                     Cost   Appreciation       Depreciation      Value
- ----------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>            <C>                <C>
Available for Sale (Carried at Fair Value)
Federal government bonds..................   $  10,570     $     849        $      (8)       $11,411
Foreign government bonds..................         530            45               --            575
Corporate bonds...........................       2,040           175               --          2,215
- ----------------------------------------------------------------------------------------------------
Total.....................................   $  13,140     $   1,069        $      (8)       $14,201
- ----------------------------------------------------------------------------------------------------
                                            --------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                                                                       December 31, 1994
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
                                              Amortized                                           Fair
(IN THOUSANDS)                                     Cost       Appreciation     Depreciation      Value
- ------------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>                <C>              <C>
Available for Sale (Carried at Fair Value)
Federal government bonds..................   $  10,432       $      16         $    (236)    $  10,212
Foreign government bonds..................         535              --               (11)          524
Corporate bonds...........................       2,047              --               (51)        1,996
- ------------------------------------------------------------------------------------------------------
Total.....................................   $  13,014       $      16         $    (298)    $  12,732
- ------------------------------------------------------------------------------------------------------
                                            ----------------------------------------------------------
</TABLE>
 
                                       16
<PAGE>
  B)  SHORT-TERM INVESTMENTS AND  CASH EQUIVALENTS:   Short-term investments and
cash equivalents,  in  the  aggregate,  included  debt  securities,  principally
corporate  securities, of $4.7  million and $5.2  million and federal government
securities of $585,000 and $70,000 at December 31, 1995 and 1994,  respectively,
and state and local government securities of $475,000 at December 31, 1995.
 
  C)  NET  UNREALIZED APPRECIATION  (DEPRECIATION)  OF INVESTMENTS:   Unrealized
appreciation and  depreciation  for investments  carried  at fair  value  (fixed
maturities) as of December 31 were as follows:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                                     1995       1994
- --------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>
Unrealized appreciation.....................................................  $   1,069  $      16
Unrealized depreciation.....................................................         (8)      (298)
                                                                              ---------  ---------
                                                                                  1,061       (282)
Less deferred income (taxes) benefit........................................       (371)        99
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation)..................................  $     690  $    (183)
- --------------------------------------------------------------------------------------------------
                                                                              --------------------
</TABLE>
 
  Net  unrealized appreciation (depreciation) on investments that are carried at
fair value is included as a  separate component of Shareholder's Equity, net  of
deferred  income taxes. The net unrealized appreciation (depreciation) for these
investments,  primarily  fixed  maturities,  during  1995,  1994  and  1993  was
$873,000, ($1.0) million and $851,000, respectively.
 
  D)  OTHER:  As of December 31, 1995 and 1994, the Company had no concentration
of investments in a single investee exceeding 10% of Shareholder's Equity.
 
NOTE 4 -- NET INVESTMENT INCOME
 
  The components of net investment income for the year ended December 31 were as
follows:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                           1995       1994       1993
- ---------------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
Fixed maturities..................................................  $     973  $     971  $     981
Short-term investments............................................        333        225        191
                                                                    ---------  ---------  ---------
                                                                        1,306      1,196      1,172
Less investment expenses..........................................         13         12         10
- ---------------------------------------------------------------------------------------------------
Net investment income.............................................  $   1,293  $   1,184  $   1,162
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</TABLE>
 
NOTE 5 -- SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS
 
  The Connecticut Insurance Department (the Department) recognizes as net income
and surplus (shareholder's equity) those  amounts determined in conformity  with
statutory  accounting practices prescribed or permitted by the Department, which
differ in certain respects from generally accepted accounting principles.
 
  As of December 31, 1995, 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, 1995 and 1994 consisted of 30,000
shares of common stock authorized, and 25,000 shares issued and outstanding (par
value $100).
 
  The  Company's statutory  net income was  $397,000, $584,000  and $340,000 for
1995, 1994 and 1993, respectively. Statutory  surplus was $9.7 million and  $9.3
million  at December 31, 1995 and  1994, respectively. The Connecticut Insurance
Holding Company Act limits the amount of annual dividends or other distributions
available to  shareholders  of  Connecticut insurance  companies  without  prior
approval  of the Insurance Commissioner. Under current law, the maximum dividend
distribution which may be made by the Company during 1996 without prior approval
is $966,000. The amount  of restricted net  assets as of  December 31, 1995  was
approximately $9.9 million.
 
                                       17
<PAGE>
NOTE 6 -- INCOME TAXES
 
  The  Company's net deferred tax  asset of $62,000 and  $516,000 as of December
31, 1995 and 1994, 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.
 
    CIGNA's federal income  tax returns  are routinely audited  by the  Internal
Revenue  Service,  and  provisions  are  made  in  the  financial  statements in
anticipation  of  the  results  of  these  audits.  CIGNA  resolved  all  issues
pertaining  to the Company arising  out of the audits  for 1982 through 1990. In
management's opinion, adequate  tax liabilities  have been  established for  all
years.
 
  The tax effect of temporary differences which give rise to deferred income tax
assets and liabilities as of December 31 were as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                                       1995       1994
- ----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>
Deferred tax assets:
  Other insurance and contractholder liabilities..............................  $     282  $     282
  Policy acquisition expenses.................................................        152        136
  Unrealized depreciation on investments......................................         --         99
                                                                                ---------  ---------
  Total deferred tax assets...................................................        434        517
                                                                                ---------  ---------
Deferred tax liabilities:
  Investments.................................................................          1          1
  Unrealized appreciation on investments......................................        371         --
                                                                                ---------  ---------
  Total deferred tax liabilities..............................................        372          1
- ----------------------------------------------------------------------------------------------------
Deferred income taxes, net....................................................  $      62  $     516
- ----------------------------------------------------------------------------------------------------
                                                                                --------------------
</TABLE>
 
  Total  income tax expense was less than  the amount computed using the nominal
federal income tax rate of 35% for the following reasons:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                                1995       1994       1993
- --------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>        <C>
Tax expense at nominal rate............................................  $     224  $     316  $     176
Resolved federal tax audit issues......................................         --         --         73
Increase in deferred tax asset for tax rate change.....................         --         --        (14)
Other, net.............................................................          2          1         --
- --------------------------------------------------------------------------------------------------------
Total income tax expense...............................................  $     226  $     317  $     235
- --------------------------------------------------------------------------------------------------------
                                                                         -------------------------------
</TABLE>
 
  Temporary and  other differences  which resulted  in the  deferred income  tax
benefit for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                                  1995         1994         1993
- --------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>          <C>          <C>
Other insurance and contractholder liabilities.........................   $     (16)   $      19    $      40
Policy acquisition expenses............................................          --          (21)         (28)
Resolved federal tax audit issues......................................          --           --           73
Increase in deferred tax asset for tax rate change.....................          --           --          (14)
- --------------------------------------------------------------------------------------------------------------
Deferred taxes (benefits)..............................................   $     (16)   $      (2)   $      71
- --------------------------------------------------------------------------------------------------------------
                                                                                        ---------------------
</TABLE>
 
                                       18
<PAGE>
NOTE 7 -- REINSURANCE
 
  In  the normal course of business, the Company assumes reinsurance from CGLIC.
Insurance premiums assumed were $1.3 million for 1995 and 1994 and $1.5  million
for  1993. All life insurance in force was assumed from CGLIC and totalled $35.3
million  and  $36.9  million  in  1995  and  1994,  respectively.  The   related
liabilities  were $9.6 million and  $9.2 million at December  31, 1995 and 1994,
respectively.
 
NOTE 8 -- CONTINGENCIES
 
  A) 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 to  expand
regulation.
 
  In  recent  years, the  number  of insurance  companies  that are  impaired or
insolvent has increased. This is expected to result in an increase in  mandatory
assessments  by  state  guaranty funds  of,  or voluntary  payments  by, solvent
insurance  companies  to   cover  losses  to   policyholders  of  insolvent   or
rehabilitated  companies. Mandatory assessments, which  are subject to statutory
limits, can be partially recovered through  a reduction in future premium  taxes
in  some states. 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.
 
  B)  LITIGATION:  The Company is  routinely engaged in litigation incidental to
its business. It is management's opinion  that such litigation is not likely  to
have a material adverse effect on the Company's results of operations, liquidity
or financial condition in future periods.
 
NOTE 9 -- RELATED PARTY TRANSACTIONS
 
  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
investment.  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, 1995 and  1994, the Company had  a balance in  the Account of $5.8
million and  $5.3  million, respectively.  See  also Note  3(B)  for  additional
information regarding short-term investments.
 
  CGLIC   allocates  to  the  Company  its   share  of  operating  expenses  for
administrative services  provided. See  Note 7  for information  on  reinsurance
activities with CGLIC.
 
                                       19


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