CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A, S-6EL24, 1995-07-11

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A
S-6EL24, 1995-07-11

Previous: CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A, N-8B-2, 1995-07-11

Next: AMERAC ENERGY CORP, S-3/A, 1995-07-12

<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES
ACT OF 1933 OF SECURITIES OF
UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A
-------------------------------------------------------
(Exact Name of Registrant)

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
-------------------------------------------------------
(Name of Depositor)

900 Cottage Grove Road, Bloomfield, Connecticut 06002
-------------------------------------------------------
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code
(203) 726-6000

<TABLE>
<S> <C>
Jerold H. Rosenblum, Esquire Copy to:
Connecticut General Life Insurance Company Michael James, Esquire
Two Liberty Place Two Liberty Place
47th Floor 47th Floor
Philadelphia, PA 19192-2475 Philadelphia, PA 19192-2475
(Name and Address of Agent for Service)
Michael Berenson, Esquire
Suite 400 East
1025 Thomas Jefferson St., N.W.
Washington, D.C. 20007-0805
</TABLE>

Approximate date of proposed public offering: Continuous

Indefinite Number of Units of Interest in Variable Life Insurance Contracts
---------------------------------------------------------------------------
(Title and Amount of Securities Being Registered)

An indefinite amount of the securities being offered by the Registration
Statement is being registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The initial registration fee of $500 has been paid with
this declaration.

The registrant amends this Registration Statement of such date or dates as may
be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.

It is proposed that this filing will become effective:

__________ immediately upon filing pursuant to paragraph (b) of Rule 485
__________ on _______, pursuant to paragraph (b) of Rule 485
__________ 60 days after filing pursuant to paragraph (a) of Rule 485
__________ on _______, pursuant to paragraph (a) of Rule 485
<PAGE> 2
CROSS REFERENCE TO ITEMS REQUIRED

BY FORM N-8B-2
<TABLE>
<CAPTION>
N-8B-2 Item Caption in Prospectus
----------- ---------------------
<S> <C>
1 Cover Page; The Separate Account and the
Fund Accounts

2 Cover Page; The Company

3 Not Applicable

4 Distribution of Policies

5 The Separate Account and The Fund Accounts

6 Not Applicable

7 Not Applicable

8 Financial Statements

9 Legal Proceedings

10 Highlights; Full Surrender; Partial
Surrender; Right-to-Examine Period;
Conversion; Transfers; The Separate Account
and the Fund Accounts; Voting Rights;
Lapse; Right to Take Action Regarding
the Separate Account; Premium Payments

11 The Separate Account and The Fund Accounts;
The Funds

12 Cover Page; The Separate Account and The
Fund Accounts; The Funds

13 Cover Page; Highlights; Charges and Fees

14 Highlights; Eligibility

15 Premium Payments; Charges and Fees

16 The Funds

17 Surrender, Lapse, and Reinstatement;
Transfers; Right to Examine Period;
Certificate Loans

18 Tax Matters

19 Reports to Certificateholders
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
N-8B-2 Item Caption in Prospectus
----------- ---------------------
<S> <C>
20 Not Applicable

21 Certificate Loans

22 Not Applicable

23 Not Applicable

24 Incontestability; Suicide; Misstatement
of Age

25 The Company

26 Fund Participation Agreements

27 The Company

28 Directors and Officers

29 The Company

30 Not Applicable

31 Not Applicable

32 Not Applicable

33 Not Applicable

34 Not Applicable

35 The Company

36 Not Applicable

37 Not Applicable

38 Distribution of Policies

39 Distribution of Policies

40 Not Applicable

41 Distribution of Policies

42 Not Applicable

43 Not Applicable

44 The Separate Account and The Fund Accounts;
Certificate Values; The Funds; Charges and
Fees
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
N-8B-2 Item Caption in Prospectus
----------- ---------------------
<S> <C>
45 Not Applicable

46 The Separate Account and The Fund Accounts;
Certificate Values; The Funds; Surrender,
Lapse and Reinstatement; Charges and Fees

47 Premium Payments; The Funds

48 Not Applicable

49 Not Applicable

50 Not Applicable

51 Cover Page; Highlights; Eligibility;
Coverage Amount; Termination, Continuation,
and Conversion; Premium Payments

52 The Funds; Substitution or Elimination of
Securities

53 Tax Matters

54 Not Applicable

55 Not Applicable

56 Not Applicable

57 Not Applicable

58 Not Applicable

59 Financial Statements
</TABLE>
<PAGE> 5
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BEEN EFFECTIVE. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME
THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JULY 11, 1995

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A

HOME OFFICE LOCATION:
900 COTTAGE GROVE ROAD
HARTFORD, CT 06152

MAILING ADDRESS:
CIGNA COMPANIES
GROUP VARIABLE CUSTOMER SERVICE CENTER
95 HIGHLAND AVENUE
BETHLEHEM, PA 18017-9077
(800)(828-3485)
- --------------------------------------------------------------------------------

THE GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------

This prospectus describes a group variable universal life
insurance contract ("Policy") offered by Connecticut General Life Insurance
Company ("the Company"). The Policy is a group master contract entered into
between a Group Policyholder (an employer or a union) and the Company. Certain
Employees (employees or union members) as agreed upon between the Group
Policyholder and the Company, may become insured under the Policy. Employees
who become insured under the Policy will receive a Certificate of Insurance
("Certificate") describing their rights under the Policy. Employees may obtain
life insurance coverage for their spouses and dependent children as well.

This Policy is intended to provide life insurance benefits. It provides for a
death benefit, flexible premium payments, a choice of underlying funding
options for the accumulation of cash value, and a choice of additional benefit
options. Its cash value will, and the death benefit may, vary with the
investment performance of the underlying funding options selected. Certificate
Cash Values may be used to continue the Certificate in force, may be borrowed
within certain limits, and may be fully or partially surrendered. No sales
loads are charged under this Policy.

The Company offers seven variable funding vehicles
("Funds")under the Policy through the Separate Account. Each Fund is a
portfolio of a diversified open-end management investment company (commonly
called a mutual fund) and each Fund has a different investment objective:

o CIGNA Variable Products Money Market Fund
o Fidelity VIP II Investment Grade Bond Portfolio
o Fidelity VIP II Asset Manager Portfolio
o CIGNA Variable Products Index Fund
o Fidelity VIP Equity-Income Portfolio
o Twentieth Century TCI Growth Fund
o Fidelity VIP Overseas Portfolio
<PAGE> 6
The fixed interest option offered under the Policy is the
Fixed Account. Amounts held in the Fixed Account are guaranteed and will earn
a minimum interest rate of 4% per year. Unless specifically mentioned, this
prospectus only describes the variable investment options.

It may not be advantageous to replace existing insurance or
supplement an existing variable universal life insurance policy with coverage
under the Policy. This entire Prospectus, and those of the Funds, should be
read carefully to understand the Policy being offered.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
THE MUTUAL FUNDS AVAILABLE AS FUNDING OPTIONS FOR THE POLICIES OFFERED BY THIS
PROSPECTUS. ALL PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF, OR SOLICITATION OF AN OFFER TO
ACQUIRE, ANY INTEREST OR PARTICIPATION IN THE GROUP VARIABLE UNIVERSAL LIFE
INSURANCE POLICIES OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION TO ANYONE TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION.

PROSPECTUS DATED: [ ]
<PAGE> 7
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Initial Choices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Death Benefit Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Amount of Premium Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Selection of Funding Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Charges and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
The Separate Account and The Fund Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
The Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Fund Annual Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Investment Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Substitution or Elimination of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Fund Participation Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Coverage Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Amounts of Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Guaranteed Issue Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Changes in Coverage Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Automatic Increase Feature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Effective Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Right To Examine Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Amount of Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Payment of Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Premium Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Premium Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Premium Increases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Allocation of Net Premium Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Certificate Values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Variable Accumulation Unit Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Net Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Charges and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Premium Load . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Monthly Deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Transaction Fees for Excess Transfers and Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Mortality and Expense Risk Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Certificate Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Surrender, Lapse, and Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Full Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Partial Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Lapse of a Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Reinstatement of a Lapsed Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Termination, Continuation, and Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Policy Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>

2
<PAGE> 8
<TABLE>
<S> <C>
Termination of Individual Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Continuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Additional Coverage Riders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Accidental Death, Dismemberment, and Injury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Waiver of Cost of Life Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Paid-Up Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Advanced Payment Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Seat Belt Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Other Policy Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Deferral of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Fixed Benefit Policy Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Certificate Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Incontestability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Misstatement of Age . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Suicide . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
State Variation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Non-Participating Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Dollar Cost Averaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Policy Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Taxation of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 848 Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Other Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Distribution of Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Other Contracts Issued by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Right to Take Actions Regarding the Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
State Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Reports to Certificate Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Advertisements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Illustrations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
</TABLE>

3
<PAGE> 9
DEFINITIONS

CASH VALUE: The sum of the Fixed Account Value, the Fund
Account Values and the Loan Account Value.

CERTIFICATE: The document given to a person insured under the
Policy as evidence of that person's rights and obligations
under the Policy.

CERTIFICATE EFFECTIVE DATE: The date on which the Certificate
becomes effective, as shown in the Coverage Verification
Pages.

CODE: The Internal Revenue Code of 1986, as amended.

CORRIDOR DEATH BENEFIT: The Death Benefit calculated as a
percentage of the Cash Value rather than by reference to the
Coverage Amount to satisfy the Internal Revenue Service
definition of life insurance.

COST OF INSURANCE: The portion of the Monthly Deduction
attributable to the life insurance coverage, not including
riders, supplemental benefits or monthly administrative fees.

COVERAGE AMOUNT: The amount of life insurance benefit
selected by the Owner upon application and changed from time
to time by the Owner as described in this Prospectus.

CURRENT OUTSTANDING LOAN BALANCE: The Loan Balance plus all
interest accrued but not yet paid.

CUSTOMER SERVICE CENTER: The office of the Company to which
Premium Payments should be sent, notices given and any
customer service requests made. Unless otherwise stated in
the Coverage Verification Pages of the Certificate, the
mailing address of the Customer Service center is: CIGNA
Companies, Group Variable Customer Service Center, 95 Highland
Avenue, Bethlehem, PA 18017-9077

DEATH BENEFIT: The amount payable to the beneficiary upon the
death of the Insured. The Death Benefit is reduced by any
advanced payment benefit made under the Certificate and any
amounts due the Company under the Certificate.

FIXED ACCOUNT: The account under which principal is

4
<PAGE> 10
guaranteed and interest is credited at a rate of not less than
4% per year. Fixed Account assets are general assets of the
Company held in the Company's General Account.

FIXED ACCOUNT VALUE: The portion of the Cash Value, other than
the Loan Account Value, held in the Company's General Account.

FUND ACCOUNT: An Account, the value of which varies based on
the net investment performance of a specific Fund, as
described herein. Fund Account assets are held in the Separate
Account and are not guaranteed.

FUND ACCOUNT VALUE: The Cash Value portion which is
determined by multiplying the number of Variable Accumulation
Units in the Fund Account by the current Variable Accumulation
Unit Value.

FUND(S): One or more of CIGNA Variable Products Money Market
Fund, Fidelity VIP II Investment Grade Bond Portfolio,
Fidelity VIP II Asset Manager Portfolio, CIGNA Variable
Products Index Fund, Fidelity VIP Equity-Income Portfolio,
Twentieth Century TCI Growth Fund and Fidelity VIP Overseas
Portfolio.

Each Fund is an open-end management investment company, or a
portfolio of an open-end management investment company, whose
investment performance is used in determining the investment
performance of a Fund Account under the Policy.

GENERAL ACCOUNT: The Company's general asset account, in
which, along with other assets of the Company, the assets
supporting the non-variable portion of the Policy are held.

GRACE PERIOD: The period after the Certificate's Net Cash
Value becomes insufficient to cover a due but unpaid Monthly
Deduction during which the Owner may keep the Certificate in
force by paying the required premium.

INSURED: The person whose life is insured in the Certificate.

LOAN ACCOUNT VALUE: A portion of the Cash Value equal to the
sum of all unpaid Certificate loans, plus all unpaid interest
added to the Loan Balance

5
<PAGE> 11
as provided for in the Policy, less repayments on loans, plus
interest which accrues daily on the Loan Account.

LOAN BALANCE: The sum of all loans under the Certificate
less any loan repayments, plus all unpaid interest added to
the Loan Balance as provided for in the Policy.

MONTHLY DEDUCTION: The monthly deduction made from the Net
Cash Value; this deduction includes the cost of insurance,
monthly administrative fees and charges for supplemental
riders or benefits, if applicable.

NET CASH VALUE: The Cash Value less the Current Outstanding
Loan Balance.

NET PREMIUM PAYMENT: The portion of a premium payment, after
deduction of the premium load, available for allocation to the
Fixed Account and the Fund Accounts.

OWNER: The Owner of a Certificate under a Policy on the
Certificate Effective Date will be the person designated as
Owner in the Coverage Verification Pages. If no person is
designated as Owner, the Insured will be the Owner.

POLICY: The group life insurance contract described in this
Prospectus, under which flexible premium payments are
permitted and the death benefit and contract values may vary
with the investment performance of the funding option(s)
selected.

POLICY ANNIVERSARY DATE: The Policy Anniversary Date stated
in the Coverage Verification Pages of the Certificate.

POLICY YEAR: Each twelve-month period, beginning on the Policy
Anniversary Date, during which the Policy is in effect.

RELATED FUND: The Fund whose investment performance is the
basis for determining the investment performance of a specific
Fund Account.

SEPARATE ACCOUNT: CG Variable Life Insurance

6
<PAGE> 12
Separate Account A. Separate Account assets are kept separate
from the general assets of the Company and are not, except to
the extent that they exceed Separate Account liabilities,
chargeable with the general liabilities of the Company.

VALUATION DAY: Every day on which Variable Accumulation Units
are valued; any day on which the New York Stock Exchange is
open, except any day on which trading on the Exchange is
restricted, or on which an emergency exists, as determined by
the Securities and Exchange Commission, so that valuation or
disposal of securities is not practicable.

VALUATION PERIOD: The period consisting of one or more days,
from one Valuation Time to the next succeeding Valuation Time.

VALUATION TIME: The time of the close of the New York Stock
Exchange (currently 4:00 p.m. New York time) on a Valuation
Day. All actions which are to be performed on a Valuation Day
will be performed as of the Valuation Time.

VARIABLE ACCUMULATION UNIT: A unit of measure used to
calculate the value of a Fund Account.

7
<PAGE> 13
HIGHLIGHTS
The Policy is a group variable universal life insurance
policy. The Policy will be sold to Group Policyholders
(employers and unions) to make available life insurance
coverage for their Employees (employees of the employer or
members of the union). Employees who purchase coverage on
their own lives will receive a Certificate of Insurance under
the Policy. Employees may also purchase a Certificate of
Insurance under the Policy on the lives of their spouses. Term
life insurance coverage on the lives of the dependent children
of the Employee may be added as an additional benefit to the
Certificate of Insurance on the Employee or the Certificate of
Insurance on the spouse (but not both).

Each Certificate may accumulate Cash Value on a fixed or a
variable basis or on a combination of fixed and variable
bases. (See Eligibility Section)

The Policy's provisions may vary from state to state as
required by state law.

INITIAL CHOICES TO BE MADE

When purchasing a Certificate under a Policy, the Owner makes
three important choices:

1) Selecting the initial Coverage Amount;
2) Selecting the amount of premium payments to make; and
3) Selecting how Net Premium Payments will be allocated among
the available funding options.

(See Coverage Amount and Premium Payment Sections)

DEATH BENEFIT AMOUNT

At the time of purchase, the Certificate Owner (also called
the "Owner" in this Prospectus) must choose the initial
Coverage Amount. The Coverage Amount may be changed from time
to time by the Owner. The Death Benefit will be the Coverage
Amount plus the Net Cash Value less any amounts due the
Company under the Certificate. The Death Benefit will be
reduced by the amount of any Advanced Payment Benefit made
under the Policy. The amount payable will be determined
as of the date of the Insured's death based on investment
performance and any changes made by the Owner. (See Death
Benefit Section)

8
<PAGE> 14
AMOUNT OF PREMIUM PAYMENT

At the time of purchase, the Owner must also choose the amount
of premium to be paid. The Owner may vary premium payments to
some extent and still keep the Certificate in force. Premium
reminder notices will be sent for premiums required to
continue the Certificate in force. If the Certificate lapses
it may be reinstated. (See "Reinstatement of a Lapsed
Certificate".)

SELECTION OF FUNDING VEHICLE(S)

The Owner must choose how to allocate Net Premium Payments.
Net Premium Payments may be allocated, in any combination, to
one or more Fund Accounts, each of which varies in value based
on the performance of a particular Fund, and to the Fixed
Account. Allocations to any Fund Account or to the Fixed
Account must be in 5% increments. (See Allocation of Net
Premium Payments Section)

Fund Account Values are not guaranteed and will vary with the
investment performance of the specific Fund underlying that
Fund Account.

CHARGES AND FEES

There is no sales load.

There is a premium load on all premium payments which will not
exceed 5.00%. Currently the premium load is 3.00% which is
made up of 2.50% for state premium taxes and 0.50% for the
additional federal income tax burden under Section 848 of the
Code relating to the tax treatment of deferred acquisition
costs.

Monthly deductions are made for the cost of insurance and any
additional benefits.

Monthly deductions are also made for administrative expenses.
The administrative charge is comprised of two fixed dollar
monthly fees, the sum of which will not exceed $6.00 per
month. The first fixed dollar monthly fee, which will not
exceed $5.00 per month, will be charged to each Certificate
under the Policy. The second fixed dollar monthly fee, which
will not exceed $3.00 per month, will be charged, in addition
to the first fee, to Certificates which have accumulated Cash
Value in any Fund Account. The second fixed dollar

9
<PAGE> 15
monthly fee will be waived for Certificates under which the
Net Cash Value is greater than $10,000.

Daily charges to the Fund Accounts are made for the mortality
and expense risks. The mortality and expense risk charge may
vary up to an annual rate of 0.90%. It is currently at the
annual rate of 0.45%.

Investment results for each Fund Account are affected by each
Fund's daily charge for management fees; these charges vary by
Fund and are shown at page 15 of this Prospectus.

A transaction fee of $25 is imposed for full surrenders,
partial surrenders and for transfers in excess of 12 per
Policy Year. The Company reserves the right to waive this fee
in some circumstances.

Interest is charged on Certificate loans at an effective
annual rate of 8%. Interest is credited to funds securing the
loan at an effective annual rate of no less than 6%.

In certain instances, the Company may reduce monthly
administrative fees and/or waive certain transaction fees in
the sale of Policies to certain groups.

Costs for sales, administration, and mortality generally vary
with the size and stability of the group among other factors.
The Company takes all these factors into account when reducing
charges. To qualify for reduced charges, a group or similar
arrangement must meet certain requirements, including our
requirements for size and ease of administration.

The Company will make any reductions according to its rules in
effect when an application or enrollment form for a Policy is
approved. The Company may change these rules from time to
time. Any variation in the monthly administrative fees or
transaction fees will reflect differences in costs or services
and will not be unfairly discriminatory.

10
<PAGE> 16
THE COMPANY
The Company is a stock life insurance company incorporated in
Connecticut in 1865. Its Home Office mailing address is
Hartford, Connecticut 06152, Telephone (203) 726-6000. It has
obtained authorization to do business in fifty states, the
District of Columbia and Puerto Rico. The Company issues
group and individual life and health insurance policies and
annuities. The Company has various wholly-owned subsidiaries
which are generally engaged in the insurance business. The
Company is an indirect wholly-owned subsidiary of CIGNA
Corporation, Philadelphia, Pennsylvania.

The Company markets the Policies through independent insurance
brokers, general agents, and registered representatives of
broker-dealers who are members of the National Association of
Securities Dealers, Inc.

THE SEPARATE
ACCOUNT AND THE
FUND ACCOUNTS
Cash Value invested in the Fund Accounts of a Certificate
under the Policy is held in the Separate Account. The Separate
Account, CG Variable Life Insurance Separate Account A, was
established pursuant to a May 22, 1995 resolution of the Board
of Directors of the Company. Under Connecticut insurance law,
the income, gains or losses of the Separate Account are
credited without regard to the other income, gains or losses
of the Company. The Company serves as the custodian of the
assets of the Separate Account. These assets are held for the
Policies. The Separate Account cannot be charged with
liabilities of the Company other than liabilities under the
Policies or under other Policies whose variable values and
benefits are supported by the Separate Account, except to the
extent that the Separate Account assets exceed the reserves
and other contract liabilities of the Separate Account. All
obligations arising under the Policies are general corporate
liabilities of the Company. Separate Account assets are
invested in shares of Funds.

Owners who allocate Net Premium Payments, or transfer funds
from another account, into a Fund Account receive Variable
Accumulation Units of the

11
<PAGE> 17
Related Fund valued at the current Variable Accumulation Unit
Value for that Fund. Variable Accumulation Unit Values for a
Fund vary each Valuation Day based on the investment
performance of the Related Fund. Any and all distributions
made by any Fund with respect to shares held by the Separate
Account will be reinvested in additional shares of the Fund at
net asset value.

Deductions, transfers, and surrenders from Fund Accounts will,
in effect, be made by surrendering Variable Accumulation Units
of the Related Fund at the then current Variable Accumulation
Unit Value.

The Separate Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust
under the Investment Company Act of 1940 (the "Act"). Such
registration does not involve supervision of the Separate
Account or the Company's management of investment practices or
policies by the Commission. The Company does not guarantee
the Separate Account's investment performance or the
performance of the Certificates' Fund Accounts.

The Company has other separate accounts registered as unit
investment trusts with the Commission for the purpose of
funding the Company's variable annuity contracts and other
variable life insurance contracts.

THE FUNDS
Each of the Fund Accounts under a Certificate is supported
solely by the shares of one of the Funds available as funding
vehicles under the Policies. Each of the Funds is a portfolio
of a trust or a corporation which is registered as an
open-end, diversified management investment company under the
Act (an "Investment Company").

The Investment Companies and their investment advisers and
distributors are:

Fidelity's Equity-Income Portfolio and Fidelity's Overseas
Portfolio are portfolios of the Variable Insurance Products
Fund; and, Fidelity's Asset Manager Portfolio and Fidelity's
Investment Grade Bond Portfolio are portfolios of the Variable
Insurance Products Fund II.

Fidelity Management & Research Company, 82

12
<PAGE> 18
Devonshire Street, Boston, Massachusetts, is the investment
adviser to Variable Insurance Products Fund and Variable
Insurance Products Fund II. These funds are distributed by
Fidelity Distributors Corporation, 82 Devonshire Street,
Boston, Massachusetts, 02103.

TCI Growth is a portfolio of TCI Portfolios, Inc.

Investors Research Corporation, Twentieth Century Tower, 4500
Main Street, Kansas City, Missouri, 64111 is the investment
adviser to TCI Portfolios, Inc. which is distributed by TCI
Portfolios, Inc., 4500 Main Street, P.O. Box 419385, Kansas
City, Mo., 64141-6385.

CIGNA Companion Fund and CIGNA Money Market Fund are
portfolios of CIGNA Variable Products Group.

CIGNA Investments, Inc.,900 Cottage Grove Road, Bloomfield,
Connecticut, 06152-2215, is the investment adviser to CIGNA
Variable Products Group, which is distributed by CIGNA
Financial Advisors, Inc., 900 Cottage Grove Road, Bloomfield,
Ct. 06152

The investment advisory fees charged the Funds by their
advisers are shown on page 15 of this Prospectus.

There follows a brief description of the investment objective
of each Fund. There can be no assurance that any of the
stated investment objectives will be achieved.

CIGNA MONEY MARKET FUND

The fund seeks to earn a high level of current income while
maintaining a stable share price by investing in high-
quality, short-term money market securities of different
types. It stresses income, preservation of capital, and
liquidity, and does not seek the higher yields or capital
appreciation that more aggressive investments may provide. The
fund's yield will vary from day to day and generally reflects
current short-term interest rates and other market conditions.

FIDELITY INVESTMENT GRADE BOND PORTFOLIO

The fund seeks high current income by investing

13
<PAGE> 19
primarily in fixed-income obligations of all types. The fund
invests at least 65% of its assets in investment-grade, fixed
income securities such as bonds, notes and debentures, and
maintains a dollar-weighted average maturity of ten years or
less. Because the fund invests in fixed income securities, its
share price is related to changes in interest rates. The fund
may use various investment techniques to hedge the fund's
risks, but there is no guarantee that these strategies will
work as intended. With its focus on medium- to high-quality
investments and intermediate maturity, the fund has a moderate
risk level and yield potential.

FIDELITY ASSET MANAGER PORTFOLIO

The fund seeks high total return with reduced risk over the
long term. The fund seeks to achieve its investment objective
by allocating its assets among stocks, bonds, short-term and
other investments of U.S. and foreign issuers. The fund
spreads its assets among all three asset classes moderating
both its risk and return potential. Because the fund can
invest in bonds and short-term instruments, its returns may
not be as high as a fund that invests only in stocks.

CIGNA INDEX FUND

The fund seeks to match the total return of the S&P 500 while
keeping expenses low. The S&P is made up of 500 common stocks,
most of which trade on the New York Stock Exchange. The fund's
composition may not always be identical to that of the S&P
500. Because the fund seeks to track, rather than exceed, the
performance of the S&P 500, it is not managed in the same
manner as other mutual funds. It should not be expected to
achieve the potentially greater results that could be
obtained by a fund that aggressively seeks growth.

FIDELITY EQUITY-INCOME PORTFOLIO

The fund seeks reasonable income by investing primarily in
income-producing securities. It will normally have 65% of its
assets invested in such securities. The balance will tend to
be invested in debt obligations many of which are expected to
be convertible into common stock.The fund seeks to achieve a
yield that beats that of the S&P 500. The fund does have the
flexibility to invest the

14
<PAGE> 20
balance in all types of securities, including bonds of varying
quality. The fund is designed for those who want some income
from equity and bond investments, but also want to be invested
in the stock market for its long-term growth potential.

TWENTIETH CENTURY TCI GROWTH

The investment objective of TCI Growth is capital growth. The
fund will seek to achieve its investment objective by
investing primarily in common stocks that are considered by
management to have better-than-average prospects for
appreciation. It may purchase securities only of companies
that have a record of at least three years' continuous
operation.

FIDELITY OVERSEAS PORTFOLIO

The fund seeks long-term growth of capital by investing
primarily in securities of issuers whose principal activities
are outside of the U.S. The fund normally invests at least 65%
of its total assets in securities of issuers from at least
three different countries outside of North America. The fund
expects to invest a majority of its assets in equity
securities, but may also invest in debt securities of any
quality. The fund may invest in the securities of any issuer,
including companies and other business organizations, as well
as governments and government agencies. It is important to
note that investments in foreign securities involve risks in
addition to those of U.S. investments. The performance of the
fund depends upon currency values, the political and
regulatory environment, and overall economic factors in the
countries in which the fund invests.

FUND ANNUAL EXPENSES
(as a percentage of Fund average net assets)

The management fees for each Fund are based on a percentage of
that Fund's assets under management. The fees below represent
the amounts payable to the investment adviser of each of the
Funds on an annual basis as of the date of this Prospectus,
plus other expenses.

15
<PAGE> 21
<TABLE>
<CAPTION>
TOTAL
MANAGEMENT OTHER ANNUAL
FEES EXPENSES EXPENSES
<S> <C> <C> <C>
CIGNA Money Market Fund .35% .35% .70%
(1)

Fidelity Investment Grade
Bond Portfolio .46% .21% .67%

Fidelity Asset Manager
Portfolio (2) .72% .08% .80%

CIGNA Index Fund .35% .40% .75%

Fidelity Equity-Income
Portfolio (2) .52% .06% .58%

TCI Growth 1.00% .00% 1.00%

Fidelity Overseas
Portfolio .77% .15% .92%
</TABLE>

(1) The expenses shown here include a cap on other
expenses of .35%. Without this cap, it is estimated
that total annual expenses would be ___________.

(2) A portion of the brokerage commissions the portfolio
was paid was used to reduce its expenses. Without this
reduction, "Total Annual Expenses" would have been
.81% for Asset Manager and .60% for Equity-Income.

The purpose of the above Table is to assist the Certificate
Owner in understanding the various Fund costs and expenses
that a Certificate Owner will incur, directly or indirectly.
For additional information, see the Funds in this Prospectus
and the discussion in each Fund's prospectus.

INVESTMENT RISK

There is no assurance that the investment objective of any of
the Funds will be met. A Certificate Owner bears the complete
investment risk for those portions of his Cash Value allocated
to a Fund Account. Each of the Fund

16
<PAGE> 22
Accounts involves inherent investment risk, and such risk
varies significantly among the Fund Accounts. Certificate
Owners should read each Fund's prospectus carefully and
understand the Fund Accounts' relative degrees of risk before
making or changing investment choices. Additional Funds may,
from time to time, be made available as investments to
underlie the Policies. However, the right to make such
selections will be limited by the terms and conditions imposed
on such transactions by the Company.

SUBSTITUTION OR ELIMINATION OF FUNDS

If the shares of any Fund should no longer be available for
investment by the Separate Account or if, in the judgment of
the Company, further investment in such shares should become
inappropriate in view of the purpose of the investment
objectives of the Policies or the Separate Account, the
Company may substitute shares of another Fund or eliminate
such Fund from the Separate Account. No substitution or
elimination of securities supporting any Fund Account may take
place without prior approval of the Commission and under such
requirements as it may impose and notification to Group
Policyholders and Owners.

FUND PARTICIPATION AGREEMENTS

The Company has entered into agreements with the various
Investment Companies and their advisers or distributors
through which the Company makes the Funds available under the
Policies and performs certain administrative services. In
some cases, the advisers or distributors may compensate the
Company for such services.

ELIGIBILITY
The Policies will be sold to Group Policyholders (employers
and unions) who wish to make variable universal life insurance
coverage available to all or a portion of their Employees
(employees of employers and members of unions) and retirees,
and their families. Employees may apply for coverage under the
Policy within policy limits and subject to certain
requirements to provide evidence of good health.

Employees may also apply for variable universal life insurance
coverage on their spouses and for

17
<PAGE> 23
term life insurance coverage on their children. Depending upon
the coverage selected by the Group Policyholder, Employees may
be able to continue their coverage upon retirement, leave of
absence, and/or termination of employment. Spouses may be able
to continue coverage upon divorce, or death of the Employee.

COVERAGE AMOUNTS

AMOUNTS OF COVERAGE

Coverage Amounts for Employees will be in multiples of the
Employee's annual compensation and will be selected by the
Employee at the time of enrollment. The minimum Coverage
Amount for Insured Employees is $10,000. The minimum Coverage
Amount for spouses is the lesser of $10,000 or 50% of the
Employee selected amount. The maximum Coverage Amount will be
agreed upon by the Group Policyholder and the Company but
shall not be more than the lesser of ten times annual
compensation or a fixed dollar maximum.

Coverage for spouses will be in $10,000 increments up to 50%
of the Employee selected amount.

Maximum Coverage Amounts are subject to limitation by state
law and may vary from state to state.

GUARANTEED ISSUE AMOUNTS

Employees will be able to purchase insurance on themselves and
their spouses in amounts up to a guaranteed issue amount
without providing evidence of good health. The guaranteed
issue amount will be agreed upon between the Group
Policyholder and the Company before coverage under the Policy
is offered to Employees. Employees and their spouses will be
required to provide evidence of good health for amounts of
insurance in excess of the guaranteed issue amount, for any
increases in coverage, or if they enroll after the Policy
Effective Date, or more than 30 days after becoming eligible
after the Policy Effective Date.

CHANGES IN COVERAGE AMOUNTS

Changes in the Coverage Amount of a Certificate can be made by
submitting a written request to the

18
<PAGE> 24
Customer Service Center in a form satisfactory to the Company.

Increases in an Employee's Coverage Amount may be applied for
based on an increase in the Employees' annual compensation or
a higher multiple of the Employee's compensation. Increases
in the Coverage Amount for a spouse or child may be applied
for at any time.

Changes in the Coverage Amount are subject to the following
conditions:

* Satisfactory evidence of good health and a
supplemental application will be required for an
increase in the Coverage Amount.

* No decrease may reduce the Coverage Amount to less
than $10,000 (for spouses, 50% of the Employee
Coverage Amount if the Employee Coverage Amount is
less than $20,000).

* No decrease may reduce the Coverage Amount below the
minimum required to maintain the Policy's or the
Certificate's status under the Code as a life
insurance contract.

* If the Automatic Increase Feature is available on the
Policy and the Employee has elected it, the Coverage
Amount for an Insured Employee will be increased on
the Policy Anniversary Date to maintain his elected
multiple of annual compensation. Evidence of good
health will not be required for increases in Coverage
Amount through the Automatic Increase Feature.

AUTOMATIC INCREASE FEATURE

If the Group Policyholder has elected to have this feature
offered on the Policy, and the Employee has elected this
feature, the Employee's Coverage Amount will be increased on
each Policy Anniversary Date in order to maintain his elected
multiple of annual compensation. Evidence of good health will
not be required for this increase in Coverage Amount. The
amount of the increase may be subject to a dollar and/or
percentage limit.

19
<PAGE> 25
EFFECTIVE DATES

Coverage, for applicants who apply within 31 days of becoming
eligible, up to the guaranteed issue amounts will become
effective either when the applicant becomes eligible or when
the completed application is received. For applicants who
apply later, and for amounts in excess of the guaranteed issue
amount, coverage will become effective when the Company agrees
in writing to insure the applicant.

For Employees not in active service, the effective date of
coverage will be delayed until the return to active service.
For spouses who are disabled or for spouses and children who
are hospitalized or confined at home under medical care, the
effective date of coverage will be delayed until all such
conditions have ended. If the conditions delaying the
effective date are not resolved within 90 days of the original
application date, a new application and new evidence of good
health will be required.

RIGHT TO EXAMINE

A Certificate may be returned for cancellation and a full
refund of premium within 30 days after the Certificate is
received, unless otherwise stipulated by state law
requirements. Any premium payment made prior to the
expiration of the 30 day Right to Examine period will be held
in the Fixed Account and not allocated to the Separate Account
even if the Certificate Owner may have so directed until three
business days following the expiration of the Right-
to-Examine period. If the Certificate is returned for
cancellation in a timely fashion, the refund of premiums paid,
without interest, will usually occur within seven days of
notice of cancellation, although a refund of premiums paid by
check may be delayed until the check clears the bank upon
which it is drawn. Any refund will be reduced by partial
surrenders or loans plus interest accrued.

DEATH BENEFIT

AMOUNT OF DEATH BENEFIT

The Death Benefit will be the greater of the Coverage Amount
(an amount selected by the Owner, and subject to change by the
Owner from time to

20
<PAGE> 26
time, with certain restrictions), plus the Net Cash Value, or
the Corridor Death Benefit. The Death Benefit varies,
increasing or decreasing over time, depending on the amount of
premium paid and the investment performance of the Fund
Accounts and the Fixed Account. The Death Benefit will be
reduced by any amount paid under the Advanced Payment Benefit
Rider.

PAYMENT OF DEATH BENEFIT

The Death Benefit under the Certificate will be paid in a lump
sum within seven days after receipt at the Customer Service
Center of due proof of the Insured's death (a certified copy
of the death certificate) plus such other documentation as the
Company may require as proof of a covered claim under the
Certificate. Payment of the Death Benefit may be delayed if
the Certificate is being contested.

The Death Benefit under the Certificate at any time must be at
least the following "Corridor Percentage" of the Cash Value
based on the Insured's attained age:

<TABLE>
<CAPTION>
INSURED'S CORRIDOR INSURED'S CORRIDOR
ATTAINED AGE PERCENTAGE ATTAINED AGE PERCENTAGE
------------ ---------- ------------ ----------
<S> <C> <C> <C>
0-40 250% 70 115%
41 243 71 113
42 236 72 111
43 229 73 109
44 222 74 107
--- -- ---

45 215 75 105
46 209 76 105
47 203 77 105
48 197 78 105
49 191 79 105
--- -- ---

50 185 80 105
51 178 81 105
52 171 82 105
53 164 83 105
54 157 84 105
--- -- ---

55 150 85 105
56 146 86 105
57 142 87 105
</TABLE>

21
<PAGE> 27
<TABLE>
<S> <C> <C> <C>
58 138 88 105
59 134 89 105
--- -- ---

60 130 90 105
61 128 91 104
62 126 92 103
63 124 93 102
64 122 94 101
--- -- ---

65 120 95 100
66 119 96 100
67 118 97 100
68 117 98 100
69 116 99 100
--- -- ---
</TABLE>

PREMIUM PAYMENTS

The Certificates provide for flexible premium payments.
Premium payments are payable at the frequency and in the
amount selected by the Certificate Owner. The initial premium
payment is due on the Certificate Effective Date. Premiums
may be paid on a periodic basis (for Insured Employees,
periodic premium payments are ordinarily made through payroll
deduction; for other Eligible Classes, periodic billing may be
available) or on a lump sum basis. The minimum payment
required is the amount necessary to maintain a positive Net
Cash Value. After the initial premium payment, each
subsequent lump sum premium payment must be at least $25. The
Company reserves the right to decline a premium payment.

All premium payments, whether periodic or on a lump sum basis,
will be deemed received when actually received by the Company
at its Customer Service Center; or,if such premium payment is
made by payroll deduction, such premium payment will be deemed
received when the Company has confirmed receipt of a wire
transfer into a bank account maintained by the Company for
receipt of premium from Group Policyholders under these
Policies. Such a wire transfer must be preceded, by 2
business days,by a reconciliation statement identifying the
Group Policyholder, the Certificate number, the Owner and the
amount of premium received for each Certificate.

22
<PAGE> 28
The Certificate Owner may elect to increase, decrease or
change the frequency or amount of premium payments.

Payment of periodic premium or lump sum premium in any amount
will not guarantee that the Certificate will remain in force.
Conversely, failure to pay periodic premium or lump sum
premium will not necessarily cause a Certificate to lapse.

PREMIUM INCREASES

At any time, the Owner may increase periodic premium payment
amounts or make lump sum premium payments, but:

* Evidence of good health may be required if the
additional premium or the new periodic premium payment
would require the Company to increase the Coverage
Amount. If satisfactory evidence of good health is
requested and not provided, the increase in premium
will be refunded without interest and without
participation of such amounts in any Fund Account.

* In no event may the total of all premium payments
exceed the then-current maximum premium limitations
established by federal law for a Certificate to qualify
as a life insurance contract. If, at any time, a
premium payment would result in total premiums
exceeding such maximum premium limitation, the Company
will only accept that portion of the premium payment
which will make total premiums equal the maximum. Any
part of the premium in excess of that amount will be
returned or applied as otherwise agreed and no further
premium payments will be accepted until allowed by the
then-current maximum premium limitations prescribed by
law.

* If there is any Current Outstanding Loan Balance, any
lump sum premium payments will be used first as a loan
repayment with any excess applied as an additional Net
Premium Payment unless otherwise agreed between the
Owner and the Company.

ALLOCATION OF NET PREMIUM PAYMENTS

At the time of purchase of the Certificate, the

23
<PAGE> 29
Owner must decide how to allocate Net Premium Payments among
the Fund Accounts and the Fixed Account. Allocation to any
one Fund Account or to the Fixed Account must be in increments
of 5% of the Net Premium Payment. The portion of any Net
Premium Payment allocated to a Fund Account will be used to
purchase Variable Accumulation Units whose value varies based
on the investment performance of the Related Fund. The number
of Variable Accumulation Units credited to the Fund Account
for any single purchase is determined by dividing the amount
of the Net Premium Payment being allocated to that Fund
Account by the value of the Variable Accumulation Unit for
that Fund Account.

During the Right-to-Examine period, any Net Premium Payment
will be allocated to the Fixed Account, and interest credited
from the later of Certificate Effective Date or the date the
Net Premium Payment was received. The Company will allocate
the Net Premium Payments received during the Right to Examine
Period directly to the Fund Account(s) selected by the Owner
within three days after expiration of the Right-to-Examine
period.

Unless the Company is directed otherwise by the Certificate
Owner, subsequent Net Premium Payments will be allocated on
the same basis as the most recent Net Premium Payment. Such
allocation will occur as of the Valuation Day during which the
payment is received.

The allocation for future premium payments may be changed at
any time free of charge. Any new allocation will be applied
to premium payments beginning no later than one week after the
Company receives the notice of the new allocation. Any new
allocation must allocate to any single Fund Account or the
Fixed Account in increments of 5% of the Net Premium Payment.

CERTIFICATE VALUES

CASH VALUE

The Cash Value of the Certificate is the sum of the Fixed
Account Value, the Fund Account Values, and the Loan Account
Value.

The Loan Account Value is described under the Certificate Loan
Provisions section of this Prospectus.

24
<PAGE> 30
The Fixed Account Value is the sum of: a) the Fixed Account
Value at the end of the preceding day, minus b) charges or
fees charged to the Fixed Account and transfers and surrenders
out of the Fixed Account during that day, plus c) interest on
the difference between a and b, plus d) the sum of all
transfers into the Fixed Account during that day and all net
premium allocated to the Fixed Account during that day.

The Fund Account Value is the product of the number of
Variable Accumulation Units in that Fund Account and the
Variable Accumulation Unit Value for that Fund Account.

Variable Accumulation Units are added to a Fund Account when
Net Premium Payments are allocated to the Fund Account or
funds are transferred into the Fund Account from another Fund
Account, the Fixed Account, or the Loan Account. Variable
Accumulation Units are deducted from a Fund Account when funds
are transferred out of the Fund Account to another Fund
Account, the Fixed Account, or the Loan Account. Variable
Accumulation Units are also deducted from the Fund Account
when funds are transferred out of the Fund Account for
surrender or partial surrender. Variable Accumulation Units
will also be deducted from the Fund Account when funds are
withdrawn from the Fund Account for the Monthly Deductions,
transaction fees, or other charges which are charged to a Fund
Account as provided for in the Policy.

The number of Variable Accumulation Units to be added to or
deducted from a Fund Account is determined by dividing the
dollar amount to be credited to or charged against the Fund
Account by the Variable Accumulation Unit Value of Variable
Accumulation Units for that Fund Account during the Valuation
Period in which the credit or charge will occur.

The Variable Accumulation Unit Value for a Fund Account is
maintained by the Company and changes from Valuation Period to
Valuation Period based on the investment performance of the
Related Fund, the mortality and expense risk charge, and any
charges to the Fund Account for taxes resulting from the
operation of the Separate Account. (See Variable Accumulation
Unit Value below.)

25
<PAGE> 31
The Fixed Account Value is guaranteed; but, there is no
assurance that the sum of the Fund Account Values of the
Certificate will equal or exceed the Net Premium Payments
allocated to the Fund Accounts.

Each Certificate Owner will be advised at least annually as to
the number of Variable Accumulation Units which remain
credited to the Certificate, the current Variable Accumulation
Unit values, the Fund Account Values, the Fixed Account Value
and the Loan Account Value.

VARIABLE ACCUMULATION UNIT VALUE

The value of a Variable Accumulation Unit for any Valuation
Period is determined by multiplying the value of that Variable
Accumulation Unit for the immediately preceding Valuation
Period by the Net Investment Factor for the current period for
the appropriate Fund Account. The Net Investment Factor is
determined separately for each Fund Account by dividing (a) by
(b) and subtracting (c) from the result, where (a) equals the
net asset value per share of the Related Fund at the end of a
Valuation Period plus the per share amount of any distribution
declared by the Fund if the "ex-dividend" date is during the
Valuation Period plus or minus the Fund Account's
proportionate share of taxes or provisions for taxes, if any,
attributable to the operation of the Separate Account during
the Valuation Period; (b) equals the net asset value per share
of the Related Fund at the beginning of that Valuation
Period, and (c) is the daily charge for mortality and expense
risk multiplied by the number of days in the Valuation Period.

TRANSFERS

While the Certificate is in force, values may, at any time, be
transferred ($250 minimum) from one Fund Account to another,
or from the Fund Accounts to the Fixed Account. Within the 30
days after each Policy Anniversary, the Owner may also
transfer a portion of the Fixed Account Value to one or more
Fund Accounts. The cumulative amount of any transfers from
the Fixed Account within any such 30-day period cannot exceed
25% of the Fixed Account Value. The Company may further limit
transfers from the Fixed Account at any time. Transfers will
be effective as of the Valuation Day

26
<PAGE> 32
during which the request is received in good order at the
Customer Service Center.

Subject to the above restrictions, up to 12 transfers may be
made in any Policy Year without charge, and any value
remaining in the Fixed Account or a Fund Account after a
transfer must be at least $250. Any transfer made which causes
the remaining aggregate value of Variable Accumulation Units
for a Fund Account to be less than $250 will result in those
remaining Variable Accumulation Units being transferred as
part of the requested transfer.

Transfers may be made in writing (or by telephone if telephone
transactions have been previously authorized in writing). To
make a telephone transfer, the Certificate Owner must call the
Customer Service Center and provide, as identification, his
Certificate number, his Social Security number, and his
personal identification number. A customer service
representative will then, upon ascertaining that telephone
transfers are authorized for that Certificate, take the
transfer request, which will be processed as of the next close
of business and confirmed within five business days. The
Company disclaims all liability for losses resulting from
unauthorized or fraudulent telephone transactions, but
acknowledges that if it does not follow these procedures,
which it believes to be reasonable, it may be liable for such
losses.

Any transfers among the Fund Accounts or from a Fund Account
to the Fixed Account will result in the crediting and
cancellation of Variable Accumulation Units based on the
Variable Accumulation Unit values next determined after a
written request is received at the Customer Service Center.
The Certificate Owner should carefully consider current market
conditions and each Fund's investment policies and related
risks before allocating money to the Fund Accounts. See pages
12-16 of this Prospectus and the prospectuses of the Funds.

27
<PAGE> 33

NET CASH VALUE

The Net Cash Value is the Cash Value of the Certificate minus
the Current Outstanding Loan Balance.

CHARGES AND FEES

PREMIUM LOAD

A deduction of 3.0% of each premium payment will be made to
cover the premium load. This load consists of 2.50% for state
premium taxes and 0.50% for federal income taxes. The load may
be changed from time to time but may not exceed 5%.

MONTHLY DEDUCTIONS

A Monthly Deduction is made from the Net Cash Value for
administrative expenses. The monthly administrative fee will
be comprised of two fixed dollar monthly fees, the sum of
which is guaranteed not to exceed $6.00 per month. The first
fixed dollar monthly fee, which will not exceed $5.00 per
month, will be charged to each Certificate. The second fixed
dollar monthly fee, which will not exceed $3.00 per month,
will be charged, in addition to the first, to Certificates
which have accumulated Cash Value in any Fund Account. The
second fixed dollar monthly fee will be waived for any
Certificate whose Net Cash Value is greater than $10,000.

This charge is for items such as premium billing and
collection, Certificate value calculation, confirmations and
periodic reports; and it will not exceed the Company's costs.

In certain instances, the Company may reduce monthly
administrative fees and/or waive certain transaction fees in
the sale of Policies to certain groups.

Costs for sales, administration, and mortality generally vary
with the size and stability of the group among other factors.
The Company takes all these factors into account when reducing
charges.

28
<PAGE> 34
To qualify for reduced charges, a group or similar arrangement
must meet certain requirements, including our requirements for
size and ease of administration.

A Monthly Deduction is also made from the Net Cash Value for
the Cost of Insurance and any charges for additional benefits
or coverages. The Cost of Insurance is determined by
multiplying the Coverage Amount by the applicable Cost of
Insurance Rate as determined by the Company. The Cost of
Insurance Rate depends on the attained age, type of benefit,
size and type of group, gender mix of the group, expectations
of participation, Eligible Class of Insured, experience
and persistency, federal and state taxes, rating classes,
expectations of future mortality, whether premiums are paid
directly to the Company or through payroll deduction, and the
current Coverage Amount.

The Guaranteed Maximum Cost of Insurance Rates, per $10,000 of
Net Amount at Risk, for standard risks are set forth in the
following Table based on 150% of the 1980 Commissioners
Standard Ordinary Male Mortality Tables, Age Last Birthday.

<TABLE>
<CAPTION>
ATTAINED AGE ATTAINED AGE ATTAINED AGE
LAST MONTHLY LAST MONTHLY LAST MONTHLY
BIRTHDAY RATE BIRTHDAY RATE BIRTHDAY RATE
-------- ---- -------- ---- -------- ----
<S> <C> <C> <C> <C> <C>
45 5.92 75 87.89
16 1.99 46 6.41 76 96.76
17 2.15 47 6.93 77 106.02
18 2.27 48 7.48 78 115.76
19 2.35 49 8.10 79 126.29

20 2.37 50 8.78 80 138.01
21 2.37 51 9.57 81 151.28
22 2.35 52 10.45 82 166.45
23 2.30 53 11.46 83 183.54
24 2.25 54 12.58 84 202.21
</TABLE>

29
<PAGE> 35
<TABLE>
<S> <C> <C> <C> <C> <C>
25 2.19 55 13.78 85 222.14
26 2.15 56 15.06 86 243.05
27 2.14 57 16.42 87 264.86
28 2.12 58 17.86 88 287.59
29 2.15 59 19.44 89 311.42

30 2.19 60 21.20 90 336.81
31 2.25 61 23.20 91 364.47
32 2.34 62 25.45 92 395.85
33 2.44 63 27.98 93 434.54
34 2.56 64 30.79 94 488.72

35 2.71 65 33.82 95 575.26
36 2.90 66 37.08 96 732.95
37 3.11 67 40.53 97 1061.50
38 3.35 68 44.27 98 1508.68
39 3.63 69 48.41 99 1508.68

40 3.94 70 53.10
41 4.28 71 58.48
42 4.64 72 64.67
43 5.04 73 71.72
44 5.47 74 79.51
</TABLE>

The Monthly Deductions are deducted from the Fixed Account and each
Fund Account in the proportion that the value of such account bears to
the sum of the Fixed Account Value and the Fund Account Values. For
the Fund Accounts, deductions are accomplished by decreasing the number
of Variable Accumulation Units in the Fund Account. The Monthly
Deductions are due on the first day of each month.

TRANSACTION FEE FOR EXCESS TRANSFERS AND SURRENDERS

There will be a $25 transaction fee for each transfer between funding
options in excess of 12 during any Policy Year. The Company reserves
the right to waive this fee in some situations. Upon surrender of a
Certificate, or a partial surrender, a transaction fee of $25 will be
charged.

MORTALITY AND EXPENSE RISK CHARGE

For mortality and expense risks, a daily deduction, currently
equivalent to .45% per year is made from amounts held in the Fund
Accounts. This deduction may be changed by the Company from time to
time; but, it is guaranteed not to exceed .90% per year.

The mortality risk the Company assumes is that the group of

30
<PAGE> 36
lives insured under the Policies may, on average, live for shorter
periods of time than the Company estimated. The expense risk the
Company assumes is that its costs of issuing and administering Policies
may be more than the Company estimated.

If these charges are insufficient to cover actual costs and assumed
risks, the loss will fall on the Company. Conversely, if the charge
proves more than sufficient, any excess will be added to the Company's
surplus and may be used for any proper purpose.

CERTIFICATE LOANS

If the Certificate is in force and has an accumulated Net Cash Value,
the Company will grant a loan to the Owner of the Certificate using the
Certificate's Cash Value as security for the loan. The minimum loan
amount is $250. A Certificate loan requires that a loan agreement be
executed and that the Certificate be assigned to the Company. The loan
may be for any amount up to 90% of the Net Cash Value at the time of
the loan. Further, the Company will not grant a loan which would
require that the Loan Account Value be greater than 90% of the Cash
Value. Interest will accrue on the Loan at an annual rate of 8% and
will be due on the Policy Anniversary Date or upon surrender or upon
termination of the Certificate. Interest not paid within 30 days of
coming due, will be added to the Loan Balance as of the date on which
it became due. Funds equaling the change in the amount of the Loan
Balance will, from time to time as the Loan Balance changes, be
transferred from the Fund Accounts and the Fixed Account to the Loan
Account. If Certificate values are held in more than one funding
option, withdrawals from each funding option will be made
proportionately from the values in each funding option at the time of
the transfer, unless the Company is instructed otherwise in writing at
the Customer Service Center.

In the event of surrender, lapse, death of the Insured, or any other
event resulting in termination of the Certificate, the Loan Account
Value will revert to the Company in repayment of the Current
Outstanding Loan Balance. To the extent that the Current Outstanding
Loan Balance exceeds the Loan Account Value, such excess will reduce
the payment of any proceeds under the Certificate or the Cash Value.

The Company will credit interest on the Loan Account Value at a rate
which will be not less than 6%.

Upon repayment of all or any portion of a loan, and corresponding
reduction of the Loan Balance, funds in the Loan Account in excess of
the Loan Balance will be

31
<PAGE> 37
transferred to the funding options according to current Net Premium
Payment allocations.

A Certificate loan, whether or not repaid, will affect the proceeds
payable upon the Insured's death and the Cash Value because the
investment results of the Fund Accounts or the Fixed Account will apply
only to the non-loaned portion of the Cash Value. The longer a loan is
outstanding, the greater the effect is likely to be. Depending on the
investment results of the Fund Accounts or the Fixed Account while the
loan is outstanding, the effect could be favorable or unfavorable.

SURRENDERS,
LAPSE, AND
REINSTATEMENT

FULL SURRENDERS

A full surrender may be made at any time while the Certificate is in
force. The Company will pay the Net Cash Value (less the transaction
fee and any other amounts due the Company) next computed after
receiving the Owner's written request at the Customer Service Center in
a form satisfactory to the Company along with the return of the
Certificate. A transaction fee of $25 is charged.

PARTIAL SURRENDERS

A partial surrender may be made at any time by written request to the
Customer Service Center while the Certificate is in force. A $25
transaction fee is charged.

The amount of a partial surrender may not exceed 90% of the Net Cash
Value at the end of the Valuation Period in which the election would
become effective, and may not be less than $250.

A partial surrender will reduce the Cash Value and the Death Benefit,
but it will not reduce the Coverage Amount.

If, at the time of a partial surrender, the Net Cash Value is
attributable to more than one funding option, the $25 transaction
charge and the amount paid upon the surrender will be taken
proportionately from the values in each funding option, unless the
Certificate Owner and the Company agree otherwise.

32
<PAGE> 38
LAPSE OF A CERTIFICATE

A lapse occurs if a Monthly Deduction due under the Certificate is
greater than the Net Cash Value and no payment to cover the Monthly
Deduction is made within the Grace Period. The Company will send the
Owner a lapse notice at least 61 days before the Grace Period expires.

REINSTATEMENT OF A LAPSED CERTIFICATE

If the Certificate lapses, the Owner can apply, in writing, for
reinstatement at any time prior to three years after the date of lapse.
The Coverage Amount of the reinstated Certificate will be the same as
the Coverage Amount of the Certificate at the time of lapse. To
reinstate a Certificate, the Company will require satisfactory evidence
of good health (at the Owner's expense) and an amount sufficient to pay
for the current Monthly Deduction plus one additional Monthly
Deduction, plus repayment of any Current Outstanding Loan Balance and
any interest accrued from the date of lapse.

Reinstatement will be effective on the date the Company approves the
reinstatement and will be subject to new incontestability and suicide
periods.

TERMINATION,
CONTINUATION,AND
CONVERSION

POLICY TERMINATION

Either the Group Policyholder or the Company may terminate the Policy
upon 60 days prior notice to the other party. Upon Policy termination,
individual coverage will be affected as set forth below.

TERMINATION OF INDIVIDUAL COVERAGE

Coverage for an Insured under the Policy will terminate upon lapse or
surrender of the Insured's Certificate, or upon the death of the
Insured. Coverage for an Insured under the Policy will also terminate
upon termination of the Policy or upon loss of eligibility of the
Insured unless the Policy expressly provides for continuation of the
Insured's coverage.

Term insurance coverage for an insured dependent child will terminate
upon termination of the Certificate under which the child is covered,
or upon the loss of eligibility of the child, or when the Certificate
Owner terminates the child

33
<PAGE> 39
coverage, or upon the Child electing to purchase group variable
universal life insurance under the Policy as provided for in the
Policy, or upon the death of the child.

CONTINUATION

The circumstances in which the Employees or spouses may continue
coverage after Policy termination or loss of eligibility will be
determined by the Group Policyholder in advance of the Policy being
issued. For loss of eligibility the following options are available to
the Group Policyholder. For Employees, the Group Policyholder may
select continuation upon retirement, leave of absence, and termination
of employment. For spouses, the Group Policyholder may select
continuation upon termination of the Employee's employment, death of
the Employee, and divorce of the spouse and the Employee. For Employees
on leave of absence, the Group Policyholder may select continuation
upon retirement, return to active service, or termination of
employment. Child term coverage may continue if the Certificate upon
which the term coverage was elected continues.

For termination of the Policy, the Group Policyholder may elect to
allow continuation if the Insured Employee or spouse is not eligible
for coverage under a successor plan.

If continuation is not available to the Insured as described above, and
the Insured has a Net Cash Value of $250 or greater, coverage under the
Policy will continue for the Insured.

CONVERSION

If the Insured's coverage terminates because the Insured is no longer a
member of an Eligible Class under the Policy, and continuation is not
provided for under the Policy, the insured may convert the amount of
his insurance coverage which is terminating.

If the Insured's coverage terminates because of Policy termination, and
continuation is not provided for under the Policy, and if the Insured
has been covered under the Policy for at least three years, the Insured
may convert up to $10,000 of the life insurance coverage which is
terminating.

Such conversions may be to any form of life insurance coverage then
offered by the Company except that the coverage may not be term
insurance and it may not contain disability or other supplemental
benefits. Evidence of good health will not be required for such
conversion. Such

34
<PAGE> 40
conversions must be applied for within 31 days of termination of
coverage.

No conversion is available for lapsed or surrendered coverage or for
coverage which the Insured is eligible to replace under another group
life insurance contract.

ADDITIONAL
COVERAGE
RIDERS

Each of the following optional benefit riders is available for Group
Policyholder selection. Where indicated, the Employee will be able to
choose whether or not he wishes to purchase the coverage provided by
the rider. An additional cost of insurance will be charged as a part of
the Monthly Deduction for each coverage rider which is in effect for
the Certificate.

ACCIDENTAL DEATH, DISMEMBERMENT, AND INJURY

The Group Policyholder may select one of three Accident Benefit Riders
which provide additional benefits in the event of death or injury
resulting from accident within 90 days of the accident.

The first rider provides an additional death benefit equal to the
Coverage Amount.

The second rider provides, in addition to the benefit provided by the
first rider, additional benefits if the insured suffers, as a result of
accident, loss of a hand, loss of a foot, loss of the sight in one eye,
loss of the thumb and index finger of the same hand, or any combination
thereof. The benefit for any covered loss under this rider is a
percentage of the Coverage Amount under the Policy. The maximum amount
that will be paid, in aggregate, for all losses under the rider,
resulting from any one accident, is an amount equal to the Coverage
Amount.

The third rider provides, in addition to the benefits provided under
the second rider above, benefits if the insured suffers, as a result of
accident, loss of speech, loss of hearing, quadriplegia, paraplegia, or
hemiplegia. The benefit for any covered loss under this rider is a
percentage of the Coverage Amount under the Policy. The maximum amount
that will be paid, in aggregate, for all losses under this rider,
resulting from any one accident, is an amount equal to the Coverage
Amount.

WAIVER OF COST OF LIFE INSURANCE

The Group Policyholder may elect for coverage under this

35
<PAGE> 41
optional benefit rider to apply for all Insured Employee Certificates
or to be available to be elected or declined by the Employee. Under
this optional benefit rider, if the Insured Employee becomes totally
disabled before age 60, the cost of life insurance coverage, the
monthly administrative fee for the Employee's Certificate, and the cost
of child term coverage provided under the Employee's Certificate will
be waived while the Employee remains continuously and totally disabled
following a waiting period of 6 to 12 months. The waiting period will
be agreed upon between the Group Policyholder and the Company before
coverage under this Rider is offered to employees. While the
specifically identified charges are being waived under this rider, the
Owner may continue to pay premiums which will accumulate as Cash Value
subject to the terms and conditions of the Policy.

The Insured must submit proof of continuing Total Disability as
reasonably required by the Company. The Coverage Amount may not be
increased while the cost of insurance is being waived; and, the cost of
insurance for spouse coverage, retiree coverage and any optional
benefits or features is not waived under this rider. Child coverage may
not be added after the disability has begun. Coverage under this rider
terminates at age 65.

PAID-UP INSURANCE

If elected by the Group Policyholder, all Certificate Owners will be
covered by this rider.

Under this optional benefit rider, the Owner may use all or any portion
of his Net Cash Value to purchase a policy of Paid- Up insurance in an
amount not to exceed the Coverage Amount in force for the Insured at
the time of purchase. Such coverage is provided under a separate policy
but the premium for such coverage shall be calculated by using the
maximum cost of insurance for the Policy and the minimum interest rate
guarantee for the Fixed Account. No evidence of good health will be
required for such coverage.

ADVANCED PAYMENT BENEFIT

If elected by the Group Policyholder, this coverage is available to be
elected or declined by the Certificate Owner. This coverage is
available for insured employees, former employees, spouses, former
spouses, retirees and leave of absence employees.

Under this rider, the Company will pay one of three types of benefit.

The three types of benefit are:

36
<PAGE> 42
1. Terminal Illness Benefit. The Company will pay up to 60% of
the Insured's Coverage Amount upon receipt of due proof,
acceptable to the Company, that the Insured has a terminal
illness. Such proof comprises a written diagnosis by two
unaffiliated physicians stating that the Insured has less
than 12 months to live, and supportive evidence satisfactory
to the Company including but not limited to radiological,
histological, and laboratory reports. Payment will be made in
a lump sum.

2. Nursing Care and Custodial Care Facility Benefit. The Company
will pay up to 60% of the Insured's Coverage Amount upon
receipt of due proof, acceptable to the Company, that the
Insured:

* has an Impairment, as determined
by the Company;

* is confined to a Nursing Care or
Custodial Facility (registered as
a bed patient on a 24 hour basis)
due to the Impairment;

* provides the Company with written
certification from two
unaffiliated Physicians that the
Insured is expected to remain in
the Nursing Care or Custodial
Care Facility for the rest of his
life; and,

* has satisfied the deductible
waiting period.

The deductible waiting period is 90
consecutive days. Payment may be made
on a lump sum basis or on a periodic
basis at 2% per month until thirty
monthly payments have been made.
Impairment is specifically defined in
the rider and generally means the
Insured is totally disabled and unable
to function without human assistance
or supervision.

3. Specified Disease Benefit. The Company
will pay up to 60% of the Insured's
Coverage Amount upon receipt of due
proof, acceptable to the Company, that
the Insured has a Specified Disease.
Specified Disease means life
threatening cancer, heart attack,
renal failure, stroke, specified organ
transplant, or acquired immune
deficiency syndrome. Such diseases are
further defined in the rider. Due
proof comprises a written diagnosis
and prognosis by a licensed physician
certifying the existence of the
disease, and supportive evidence
satisfactory to the Company

37
<PAGE> 43
including but not limited to
radiological, histological, or
laboratory reports. Payment will be
made in a lump sum.

The Owner may make a claim for only one of the three benefits
described above. Once a benefit has been paid under this rider
for an Insured, no further benefits will be paid for that
Insured under this rider. The Death Benefit for the Insured
will be reduced by the amount paid under this rider for the
Insured.

SEAT BELT BENEFIT RIDER

Under this optional benefit rider, the Company will pay an
additional 10% of the Insured's Coverage Amount (up to a
maximum of $10,000) if the Insured dies as a result of an
accident while driving or riding in a private passenger car
and properly wearing his seat belt. Proper use of the seat
belt must be certified in the official accident report.

OTHER
POLICY
PROVISIONS

DEFERRAL OF PAYMENT

Payment of the surrendered amount from the Fund Accounts may
be postponed when the New York Stock Exchange is closed and
for such other periods as the Commission may require. Payment
from the Fixed Account may be deferred up to six months at the
Company's option. If the Company exercises its right to defer
such payments from the Fixed Account interest will be added as
required by law.

FIXED BENEFIT POLICY EXCHANGE

Where required by state law, the Owner may, within eighteen
months of the Certificate Effective Date, exchange his
Certificate for a Certificate of insurance under a group
flexible premium life insurance policy issued by the Company
("Exchange Policy"). The date of issue and the age at issue of

38
<PAGE> 44
the Certificate under the Exchange Policy shall be the same as
for the Certificate under the Policy. Additional coverage and
riders elected by the Owner under the Policy will be provided
on the Exchange Policy to the extent available. Premium rates
will be those in effect under the Exchange Policy at the time
of exchange for the class of eligible persons into which the
Insured falls. Cash Values will be equitably adjusted under
the Exchange Policy.

CERTIFICATE OWNER

While the Insured is living, all rights in this Certificate
are vested in the Certificate Owner named in the application,
or as subsequently changed, subject to assignment, if any.

If the Certificate Owner, other than the Insured, dies before
the Insured, the Certificate Owner's rights in this
Certificate belong to the Certificate Owner's estate.

BENEFICIARY

The Beneficiary(ies) shall be as named in the application, or
as subsequently changed.

The Certificate Owner may name a new Beneficiary while the
Insured is living. Any change must be in a written form
satisfactory to the Company and recorded at the Customer
Service Center. Once recorded, the change will be effective
as of the date signed; however, the change will not affect any
payment made or action taken by the Company before it was
recorded.

If any Beneficiary predeceases the Insured, that Beneficiary's
interest passes to any surviving Beneficiary(ies), unless
otherwise provided. Multiple Beneficiaries will be paid in
equal shares, unless otherwise provided. If no designated
Beneficiary survives the Insured, or if no Beneficiary has
been designated, the death proceeds shall be paid to the first
surviving class of the Insured's spouse, the Insured's
children, the Insured's parents or the Insured's siblings. If
no member of any of the above classes survives the Insured,
the proceeds will be paid to the Insured's estate.

39
<PAGE> 45
ASSIGNMENT

While the Insured is living, the Certificate Owner may assign
his rights in the Certificate. The assignment must be in
writing in a form acceptable to the Company, signed by the
Certificate Owner and recorded at the Customer Service Center.
No assignment will affect any payment made or action taken by
the Company before it was recorded. The Company is not
responsible for any assignment not submitted for recording,
nor is the Company responsible for the sufficiency or validity
of any assignment. The assignment will be subject to all
terms and conditions of the Policy.

INCONTESTABILITY

The Company will not contest payment of the death proceeds
based on the initial Coverage Amount after the Certificate has
been in force during the Insured's lifetime for two years from
the Certificate Effective Date. For any increase in Coverage
Amount, the Company will not contest payment of the death
proceeds based on such an increase after it has been in force
during the Insured's lifetime for two years from its effective
date.

MISSTATEMENT OF AGE

If the age of the Insured has been misstated, the affected
benefits will be adjusted to the amounts which the cost of
insurance deducted from the Cash Value would have purchased at
the correct age.

SUICIDE

If the Insured dies by suicide, while sane or insane, within
two years from the Certificate Effective Date, the Company
will pay no more than the sum of the premiums paid, less any
partial surrenders, less the sum of any loans plus accrued
interest. If the Insured dies by suicide, while sane or
insane, within two years from the date an application is
accepted for an increase in the Coverage Amount, the Company
will pay no more than a refund of the monthly charges for the
cost of such additional coverage.

40
<PAGE> 46
STATE
VARIATIONS

Certain benefits and other policy terms may vary from state to
state due to the requirements of state law.

NONPARTICIPATING
POLICIES

These are nonparticipating Policies on which no dividends are
payable. These Policies do not share in the profits or surplus
earnings of the Company.
DOLLAR COST
AVERAGING

Dollar Cost Averaging is a program which, if elected, enables
a Certificate Owner to systematically reallocate specified
dollar amounts from the Money Market Fund Account to the other
Fund Accounts at regular intervals. By allocating an
identified sum on a regularly scheduled basis as opposed to
reallocating the total amount at one particular time, a
Certificate Owner may be less susceptible to the impact of
market fluctuations.

Dollar Cost Averaging may be selected by establishing a Money
Market Fund Account Value of at least $3,000. The minimum
transfer amount is $250. All Dollar Cost Averaging transfers
will be made effective the first processing day following the
first of the month (or the next Valuation Day, if later).
Election of this arrangement may occur at any time by properly
completing the Dollar Cost Averaging election form, returning
it to the Company so it is received by the tenth of the month,
to be effective the following month, and ensuring that
sufficient value is in the Money Market Fund Account.

Dollar Cost Averaging will terminate when any of the following
occurs: (1) the number of designated transfers has been
completed; (2) the Money Market Fund Account Value is
insufficient to complete the next transfer; (3) the Owner
requests termination in writing and such writing is received
by the tenth of the month in order to cancel the transfer
scheduled to take effect the following month; or (4) the
Certificate is lapsed, surrendered or otherwise terminated.

There is currently no charge for Dollar Cost Averaging;
however, Dollar Cost Averaging transfers are counted among the
twelve free transfers per Policy Year. The Company reserves
the right to

41
<PAGE> 47
charge for this program. In the event there are additional
transfers, a transfer fee will be charged. The Company does
not intend to profit from any such charge.

The main objective of Dollar Cost Averaging is to shield
investments from short term price fluctuations. Since the same
dollar amount is transferred to a Fund Account with each
transfer, more Variable Accumulation Units are purchased if
the Variable Accumulation Unit Value is low, and fewer
Variable Accumulation Units are purchased if the Variable
Accumulation Unit Value is high. Therefore, a lower than
average cost per unit may be achieved over the long term. This
plan of investing allows investors to take advantage of market
fluctuations but does not assure a profit or protect against a
loss in declining markets.

TAX MATTERS

POLICY PROCEEDS

Section 7702 of the Code provides that if certain tests are
met, a Policy will be treated as a life insurance policy for
federal tax purposes. The Company will monitor compliance
with these tests. The Policy should thus receive the same
federal income tax treatment as fixed benefit life insurance.
As a result, the death proceeds payable under a Policy are
excludable from gross income of the Beneficiary under Section
101 of the Code.

Section 7702A of the Code defines modified endowment contracts
as those policies issued or materially changed on or after
June 21, 1988 on which the total premiums paid during the
first seven years exceed the amount that would have been paid
if the policy provided for paid up benefits after seven level
annual premiums. The Code provides for taxation of
surrenders, partial surrenders, loans, collateral assignments
and other pre-death distributions from modified endowment
contracts in the same way annuities are taxed, i.e., they are
taxable to the extent the cash value of the policy exceeds, at
the time of distribution, the premiums paid into the policy.
A 10% tax penalty generally applies to the taxable portion of
such distributions unless the Policy Owner is over age 59 1/2
or disabled.

42
<PAGE> 48
The Certificates under the Policies offered by this Prospectus
may or may not be issued as modified endowment contracts. The
Company will monitor premiums paid and will notify the
Certificate Owner when the Certificate's non-modified
endowment contract status is in jeopardy. If a Policy is not
a modified endowment contract, a cash distribution during the
first 15 years after a policy is issued which causes a
reduction in death benefits may still become fully or
partially taxable to the Owner pursuant to Section 7702(f)(7)
of the Code. The Certificate Owner should carefully consider
this potential effect and seek further information before
initiating any changes in the terms of the Certificate. Under
certain conditions, a Certificate may become a modified
endowment contract as a result of a material change or a
reduction in benefits as defined by Section 7702A(c) of the
Code.

In addition to meeting the tests required under Section 7702
and Section 7702A, Section 817(h) of the Code requires that
the investments of separate accounts such as the Separate
Account be adequately diversified. Regulations issued by the
Secretary of the Treasury set the standards for measuring the
adequacy of this diversification. A variable life insurance
policy not adequately diversified under these regulations
would not be treated as life insurance under Section 7702 of
the Code. To be adequately diversified, each Fund Account of
the Separate Account must meet certain tests. The Company
believes the Separate Account investments meet the applicable
diversification standards.

Should the Secretary of the Treasury issue additional rules or
regulations limiting the number of funds, transfers between
funds, exchanges of funds or changes in investment objectives
of funds such that the Policy would no longer qualify as life
insurance under Section 7702 of the Code, the Company will
take whatever steps are available to allow the Policies to
continue to qualify as life insurance under Section 7702.

The Company will monitor compliance with these regulations
and, to the extent necessary, will change the objectives or
assets of the Separate Account investments to remain in
compliance.

A total surrender or termination of the Certificate by lapse
may have adverse tax consequences. If the

43
<PAGE> 49
amount received by the Certificate Owner plus total
Certificate indebtedness exceeds the premiums paid into the
Certificate, the excess will generally be treated as taxable
income, regardless of whether or not the Certificate is a
modified endowment contract.

Federal estate and state and local estate, inheritance and
other tax consequences of ownership or receipt of Certificate
proceeds depend on the circumstances of each Certificate Owner
or Beneficiary. The Owner should consult a professional tax
adviser to determine the tax consequences of purchasing or
making transactions under the Policy.

TAXATION OF THE COMPANY

The Company is taxed as a life insurance company under the
Code. Since the Separate Account is not a separate entity
from the Company and its operations form a part of the
Company, it will not be taxed separately as a "regulated
investment company" under Sub-chapter M of the Code.
Investment income and realized capital gains on the assets of
the Separate Account are reinvested and taken into account in
determining the value of Variable Accumulation Units.

The Company does not initially expect to incur any Federal
income tax liability that would be chargeable to the Separate
Account. Based upon these expectations, no charge is
currently being made against the Separate Account for federal
income taxes. If, however, the Company determines that on a
separate company basis such taxes may be incurred, it reserves
the right to assess a charge for such taxes against the
Separate Account.

The Company may also incur state and local taxes in addition
to premium taxes in several states. At present, these taxes
are not significant. If they increase, however, additional
charges for such taxes may be made.

SECTION 848 CHARGES

The current 3.0% premium load is assessed to cover state taxes
and federal income tax liabilities incurred by the Company.
This load is made up of 2.50% for state taxes and 0.50% for
the additional federal income tax burden under Section 848 of
the

44
<PAGE> 50
Code relating to the tax treatment of deferred acquisition
costs. The 0.50% charge for federal income tax liabilities is
reasonable in relation to the Company's increased taxes under
this Section of the Code. The premium load may be changed
from time to time by the Company, but it may be no
greater than 5.0%.

OTHER CONSIDERATIONS

The foregoing discussion is general and is not intended as tax
advice. Counsel and other competent advisers should be
consulted for more complete information. This discussion is
based on the Company's understanding of Federal income tax
laws as they are currently interpreted by the Internal Revenue
Service. No representation is made as to the likelihood of
continuation of these current laws and interpretations.

OTHER MATTERS

VOTING RIGHTS

In accordance with its view of presently applicable law, the
Company will vote the shares of each Fund held in the Separate
Account at meetings of the shareholders of the particular Fund
in accordance with written instructions received from persons
having Variable Accumulation Units of the Fund. 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 Funds do not hold regular meetings of shareholders.

If, however, the Act or any regulation thereunder is amended
or if the present interpretation thereof should change, and as
a result the Company determines that it is permitted to vote
the Fund shares in its own right, it may elect to do so.

The number of votes which a Certificate Owner has the right to
instruct will be calculated separately for each Fund. This
number will be determined by calculating the proportion of the
Certificate Owner's Cash Value in the Fund Account to
the amount of the Separate Account's investment in the Related
Fund and multiplying that proportion by the number of votes the
Separate Account has in the Fund. In determining the number of
votes, fractional shares will be recognized. The number of
votes that a Certificate Owner has the right to

45
<PAGE> 51
instruct will be determined as of the date coincident with the
date established by the Fund for determining shareholders
eligible to vote at the meeting of the Fund, but not more than
60 days before the meeting of the Fund. Voting instructions
will be solicited by written communication at least 14 days
prior to such meeting of the Fund. Each person having a
voting interest in the Fund will receive appropriate proxy
materials and reports.

The Company will vote the Fund shares as to which no timely
instructions are received in proportion to the voting
instructions from others with an interest in the particular
Fund Account. Voting instructions to abstain on any item to be
voted upon will be applied to reduce the votes eligible to be
cast by the Company.

The Company may, if required by State insurance regulatory
authorities, disregard voting instructions if the instructions
require that the shares be voted so as to cause a change in
the sub-classification or investment objectives of the Fund or
to approve or disapprove an investment advisory contract for a
Fund. A change would be disapproved only if the proposed
change is contrary to state law or prohibited by state
regulatory authorities or the Company determines that the
change would have an adverse effect on the Separate Account in
that the proposed investment policy for a Fund may result in
overly speculative or unsound investments. In the event the
Company does disregard voting instructions, a summary of that
action and the reasons for such action will be included in the
next annual report to Certificate Owners.

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 Funds do not foresee any
disadvantage to Certificate 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 Funds' Boards
intend to monitor events in order to identify any material
irreconcilable conflicts which may possibly arise and to
determine what action, if any, should be taken in response
thereto. If such a conflict were to occur, one of the
separate accounts might

46
<PAGE> 52
withdraw its investment in a Fund. This might force a Fund to
sell portfolio securities at disadvantageous prices.

DIRECTORS AND OFFICERS OF THE COMPANY

The following persons are Directors and officers of the
Company. The address of each is 900 Cottage Grove Road,
Hartford, CT 06152 and each has been employed by the Company
for more than five years except Mr. Jones, Mr. Alexander and
Dr. Schaffer. Prior to April, 1994, Mr. Jones was employed by
NAC RE Corporation. Prior to December 1994, Mr. Alexander was
employed by E.I. DuPont De Nemour as Director, Human
Resources. Prior to May 1993, Dr. Schaffer was Vice
President, Professional Affairs, Aetna Health Plans, Aetna
Life & Casualty and until 1990 was Vice President, Quality
Management, Humana, Inc.

<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME AND ADDRESS WITH THE COMPANY
---------------- ----------------
<S> <C>
Thomas C. Jones President
(Principal Executive Officer)

James T. Kohan Vice President and Actuary (Principal Financial Officer)

Robert Moose Vice President
(Principal Accounting
Officer)

David C. Kopp Corporate Secretary

Andrew G. Helming Secretary

Stephen C. Stachelek Treasurer

Harold W. Albert Director

S. Tyrone Alexander Director and Senior Vice Pesident

Martin A. Brennan Director and Senior Vice President

Robert W. Burgess Director

John G. Day Director and Chief Counsel

R. Chris Doerr Director, Senior Vice
</TABLE>

47
<PAGE> 53
<TABLE>
<S> <C>
President and Chief Financial Officer

Lawrence P. English Director and Chairman of the Board

Joseph M. Fitzgerald Director and Senior Vice President

Arthur C. Reeds, III Director and Senior Vice President

Patricia L. Rowland Director and Senior Vice President

W. Allen
Schaffer, M.D. Director and Senior Vice President
</TABLE>

DISTRIBUTION OF POLICIES

The Policies will be sold by licensed insurance agents in
those states where the Policies may lawfully be sold. Such
agents will be registered representatives of broker-dealers
registered under the Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers,
Inc. (NASD). The Policies will be distributed by the
Company's principal underwriter, CIGNA Financial Advisors,
Inc. ("CFA"), whose address is the same as the Company's. CFA
is a Connecticut corporation organized in 1967, and is the
principal underwriter for the Company's other registered
separate accounts.

Gross first year commissions paid by the Company, including
expense reimbursement allowances, on the sale of these
Policies are not more than 20% of premium payments. Gross
renewal commissions paid by the Company will not exceed 15%
of premium payments.

OTHER CONTRACTS ISSUED BY THE COMPANY

The Company does presently and will, from time to time, offer
other variable annuity contracts and variable life insurance
policies with benefits which vary in accordance with the
investment experience of a separate account of the Company.

48
<PAGE> 54
RIGHT TO TAKE ACTIONS REGARDING THE SEPARATE
ACCOUNT

The Company reserves the right to take certain actions in
connection with Separate Account operations. These actions
will be taken in accordance with applicable laws (including
obtaining any required regulatory approvals).

Specifically, the Company reserves the right to:

o add, combine, or remove any Fund Account,
o create new separate accounts,
o combine the Separate Account with one or more other
separate accounts,
o operate the Separate Account as a management
investment company under the Act or in any other form
permitted by law,
o deregister the Separate Account under the Act,
o manage the Separate Account under the direction of a
committee or discharge such committee at any time,
o transfer any assets in any Fund Account to another
Fund Account, or to one or more separate accounts or
to the Company's general account, and
o to take any actions necessary to comply with, or to
obtain and continue any exemptions from, the Act.

STATE REGULATION

The Company is subject to the laws of Connecticut governing
insurance companies and to regulation by the Connecticut
Insurance Department. An annual statement in a prescribed
form is filed with the Insurance Department each year covering
the operation of the Company for the preceding year and its
financial condition as of the end of such year. Regulation by
the Insurance Department includes periodic examination to
determine the Company's contract liabilities and reserves so
that the Insurance Department may certify the items are
correct. The Company's books and accounts are subject to
review by the Insurance Department at all times and a full
examination of its operations is conducted periodically by the
National Association of Insurance Commissioners. Such
regulation does not, however, involve any supervision of
management or investment practices or policies. A blanket bond
for $10 million covers all of the officers and employees of
the Company.

49
<PAGE> 55
REPORTS TO CERTIFICATE OWNERS

The Company maintains Policy records and will mail to each
Certificate Owner, at the last known address of record, an
annual statement showing the amount of the current Death
Benefit, the Cash Value, and Net Cash Value, premiums paid and
monthly charges deducted since the last report, the amounts
invested in the Fixed Account, in each Fund Account, and any
Loan Account Value.

Certificate Owners will also be sent annual reports containing
financial statements for the Separate Account as required by
the 1940 Act.

In addition, Certificate Owners will receive periodic
statements of significant transactions, such as changes in
Coverage Amount, changes in net premium payment allocation,
transfers among Fund Accounts, premium payments, loans, loan
repayments, reinstatement and termination.

ADVERTISING

The Company is rated by independent financial rating services,
including Moody's, Standard & Poor's, Duff & Phelps and A.M.
Best Company. The purpose of these ratings is to reflect the
financial strength or claims-paying ability of the Company.
The ratings are not intended to reflect the investment
experience or financial strength of the Separate Account. The
Company may advertise these ratings from time to time.
Furthermore, the Company may occasionally include in
advertisements comparisons of currently taxable and tax
deferred investment programs, based on selected tax brackets,
or discussions of alternative investment vehicles and general
economic conditions.

LEGAL PROCEEDINGS

There are no material legal or administrative proceedings
pending or known to be contemplated, other than ordinary
routine litigation incidental to the business, to which the
Company and the Separate Account are party, or to which any of
their property is subject. The principal underwriter, CFA, is
not engaged in any material litigation of any nature.

50
<PAGE> 56
EXPERTS

Actuarial opinions regarding Deferred Acquisition Cost Tax
(DAC Tax) and Mortality and Expense Risk Charges (M&E Charges)
referred to in this Registration Statement have been rendered
by Benjamin Clement, FSA, MAAA as stated in the opinion filed
as an Exhibit to the Registration Statement given on the
authority of Mr. Clement as an expert in actuarial matters.
Legal matters involving the federal securities laws have been
reviewed by Jorden, Burt & Berenson, Washington, D.C.

Legal matters in connection with the Policies described herein
are being passed upon by Jerold H. Rosenblum, Esq., Chief
Counsel, CIGNA Group Insurance, 1601 Chestnut Street,
Philadelphia, PA 19102 in the opinion filed as an Exhibit to
the Registration Statement given on his authority as an expert
in these matters.

The consolidated financial statements of Connecticut General
Life Insurance Company as of December 31, 1994 and 1993 and
for each of the three years in the period ended December 31,
1994 included in this Prospectus have been so included in
reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.

REGISTRATION STATEMENT

A Registration Statement has been filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, with respect to the Policies offered hereby. This
Prospectus does not contain all the information set forth in
the Registration Statement and amendments thereto and exhibits
filed as a part thereof, to all of which reference is hereby
made for further information concerning the Separate Account,
the Company, and the Policies offered hereby. Statements
contained in this Prospectus as to the content of Policies and
other legal instruments are summaries. For a complete
statement of the terms thereof, reference is made to such
instruments as filed.

FINANCIAL STATEMENTS

There follow consolidated balance sheets of the Company and
its subsidiaries as of December 31, 1994 and 1993 and related
consolidated statements of income and retained earnings and
cash flows for

51
<PAGE> 57
the years ended December 31, 1994, 1993, and 1992.

The most current financial statements of the Company are those
as of the end of the most recent fiscal year. The Company
does not prepare financial statements more often than annually
and believes that any incremental benefit to prospective
Certificate Owners that may result from preparing and
delivering more current financial statements, though
unaudited, does not justify the additional cost that would be
incurred. In addition, the Company represents that there have
been no adverse changes in the financial condition or
operations of the Company between the end of 1994 and the date
of this Prospectus.

These financial statements should be considered only as
bearing upon the ability of the Company to meet its
obligations under the Policies. No financial statements of
the Separate Account are included, because as of the date of
this Prospectus the Separate Account had not yet commenced
operations.

ILLUSTRATIONS

Illustrations of hypothetical investment performance under the
Policies will be filed by amendment.

52
<PAGE> 58
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

RULE 484 UNDERTAKING

The following provisions regarding the Indemnification of Directors
and Officers of the Registrant are applicable:

Connecticut Law: Except where an applicable insurance policy is
procured, Connecticut General Statutes ("C.G.S.") Section 33-320a is the sole
source of indemnification rights for directors and officers of Connecticut
corporations and for persons who may be deemed to be controlling persons by
reason of their status as a shareholder, director, officer, employee or agent
of a Connecticut corporation. Under C.G.S. Section 33-320a, a corporation
shall indemnify any director or officer who was or is a party, or was
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter referred to as "proceeding") by virtue of the fact that he or the
person whose
<PAGE> 59
legal representative he is: (i) is or was a director or officer of the
corporation; (ii) while a director or an officer of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise (hereinafter referred to
as "enterprise"), other than an employee benefit plan or trust; or (iii) while
a director or an officer of the corporation, is or was a director or officer
serving at the request of the corporation as a fiduciary of an employee benefit
plan or trust maintained for the benefit of employees of the corporation or any
other enterprise, against "covered expenditures" if (and only if) his conduct
met the applicable statutory eligibility standard. The types of expenditures
which are covered and the statutory eligibility standard vary according to the
type of proceeding to which the director or officer is or was a party or was
threatened to be made a party.

According to C.G.S. Section 33-320a, in non-derivative proceedings
other than ones brought in connection with an alleged claim based upon the
purchase or sale by a director or officer of securities of the corporation or
of another enterprise, which the director or officer serves or served at the
request of the corporation, the corporation shall indemnify a director or
officer against judgments, fines, penalties, amounts paid in settlement and
reasonable expenses, including attorney's fees, actually incurred by him in
connection with the proceeding, or any appeal therein, IF
<PAGE> 60
AND ONLY IF he acted (i) in good faith and (ii) in a manner he reasonably
believed to be in the best interests of the corporation or, in the case of a
person serving as a fiduciary of any employee benefit plan or trust, in a
manner he reasonably believed to be in the best interests of the corporation or
in the best interest of the participants and beneficiaries of such employee
benefit plan or trust and consistent with the provisions of such employee
benefit plan or trust. However, where the proceeding brought is criminal in
nature, C.G.S. Section 33-320a requires that the director or officer must
satisfy the additional condition that he had no reasonable cause to believe
that his conduct was unlawful in order to be indemnified. A director or
officer also will be entitled to indemnification as described above if (i) he
is successful on the merits in the defense of any non-derivative proceeding
brought against him or (ii) a court shall have determined that in view of all
the circumstances he is fairly and reasonably entitled to be indemnified. The
decision about whether the director or officer qualifies for indemnification
under C.G.S. Section 33-320a may be made (i) in writing by a majority of those
members of the board of directors who were not parties to the proceeding in
question, (ii) in writing by independent legal counsel selected by a consent in
writing signed by a majority of those directors who were not parties to the
proceeding, or (iii) by the shareholders of the corporation at a special or
annual meeting by an affirmative vote of at least a majority of the voting
power of shares not owned by parties to the proceeding. A director or officer
also may apply to a court of competent jurisdiction for indemnification even
though
<PAGE> 61
he previously applied to the board, independent legal counsel or the
shareholders and his application for indemnification was rejected.

For purposes of C.G.S. Section 33-320a, the termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not create, of itself, a presumption that
the director or officer did not act in good faith or in a manner which that
director or officer did not believe reasonably to be in the best interests of
the corporation or of the participants and beneficiaries of an employee benefit
plan or trust and consistent with the provisions of such plan or trust.
Likewise, the termination of a criminal act or proceeding shall not create, of
itself, a presumption that the director or officer had reasonable cause to
believe that his conduct was unlawful.

In non-derivative proceedings based on the purchase or sale of
securities of the corporation or of another enterprise, which the director or
officer serves or served at the request of the corporation, C.G.S. Section
33-320a provides that the corporation shall indemnify the director or officer
only after a court shall have determined upon application that in view of all
the circumstances, the director or officer is fairly and reasonably entitled to
be indemnified. Furthermore, the expenditures for which the director or
officer shall be indemnified shall be only such amount as the court determines
to be appropriate.
<PAGE> 62
Pursuant to C.G.S. Section 33-320a, where a director or officer was or
is a party or was threatened to be made a party to a derivative proceeding, the
corporation shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the proceeding or
any appeal therein, in relation to matters as to which he is finally adjudged
not to have breached his duty to the corporation. The corporation also shall
indemnify a director or officer where the court determines that, in view of all
the circumstances, such person is fairly and reasonably entitled to be
indemnified; however, in such a situation, the individual shall be indemnified
only for such amount as the court determines to be appropriate. Furthermore,
the statute provides that the corporation shall not indemnify a director or
officer for amounts paid to the corporation, to a plaintiff or to counsel for a
plaintiff in settling or otherwise disposing of a threatened or pending action,
with or without court approval, or for expenses incurred in defending a
threatened action or a pending action which is settled or otherwise disposed of
without court approval.

C.G.S. Section 33-320a also provides that expenses incurred in
defending a proceeding may be paid by the corporation in advance of the final
disposition of such proceeding upon authorization of the board of directors,
provided said expenses are indemnifiable under the statute and the director or
officer agrees to repay such amount if he is later found not entitled to
indemnification by the corporation.
<PAGE> 63
Lastly, C.G.S. Section 33-320a is intended to be an exclusive statute.
A corporation established under Connecticut statute cannot indemnify a director
or officer (other than a director or officer who is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee
or agent of another enterprise), to an extent either greater or less than that
authorized by the statute, and any provision in the certificate of
incorporation, the by-laws, a shareholder or director resolution, or agreement
or otherwise that is inconsistent with the statute is invalid. Notwithstanding
the above, C.G.S. Section 33-320a specifically authorizes a corporation to
procure insurance providing greater indemnification rights than those set out
in the statute the premium cost of which may be shared with the director or
officer on such basis as may be agreed upon.

The directors and officers may also be covered by an errors and
omissions or other insurance policies.

The Bylaws of CIGNA Corporation provide that any person who at any
time serves as a director or officer of the Company or any majority owned
ultimate subsidiary of CIGNA Corporation shall be indemnified or reimbursed
against and for any and all claims for which they become subject by reason of
such service.

Insofar as indemnification for liability arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised
<PAGE> 64
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

REPRESENTATIONS, DESCRIPTION AND UNDERTAKING PURSUANT TO

PARAGRAPH (b)(13)(iii)(F) of RULE 6e-3(T) UNDER

THE INVESTMENT COMPANY ACT OF 1940

Registrant makes the following representations:

1. Rule 6e-3(T)(b)(13)(iii)(F) is being relied upon.

2. The level of the mortality and expense risk charge is
reasonable in relation to the risks assumed by the
life insurer under the contract.

3. The Company has concluded that there is a reasonable
likelihood that the distribution financing
arrangement of the CG Variable Life Insurance
Separate Account A (the "Separate Account") will
benefit the Separate Account and the Owners.

4. The Separate Account is organized as a unit
investment trust which will invest only in management
companies which have undertaken to have
<PAGE> 65
a board of directors, a majority of whom are not
interested persons of the Company, to formulate and
approve any plan under Rule 12b-1 to finance
distribution expenses.

The methodology used to support the representation made in paragraph
(2) above was based on analysis of the policies including the level of other
expense charges, uncertainties in terms of expense and mortality factors, and
policy guarantees. The Company will maintain and make available to the
Commission on request, memoranda setting forth the basis for the
representations in paragraphs (2) and (3) above.

In connection with the Policies, the Company is relying on paragraph
(B) of Rule 6e-3(T)(b)(13)(iv).

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement is comprised of the following documents:

The Facing Sheet.

The Prospectus consisting of 52 pages.

The undertaking to file reports.

The signatures.

Powers of Attorney.

Written consents of the following persons:

1. Price Waterhouse LLP - to be filed by amendment

2. Counsel opining as to the legality of securities
being registered - to be filed by amendment

3. Benjamin Clement, Actuary - to be filed by amendment

4. Jorden Burt & Berenson - to be filed by amendment

The following Exhibits:

1. The following Exhibits correspond to those required
by Paragraph A of the instructions as to Exhibits in
<PAGE> 66
Form N-8B-2:

A. (1) Resolution of Board of Directors of
Connecticut General Life Insurance Company
establishing the Separate Account.

(2) Not Applicable.

(3) Distributing contracts:

(a) Distribution Agreement betweeen
Connecticut General Life Insurance
Company and CIGNA Financial
Advisors, Inc. - to be filed by
amendment.

(b) Form of Dealer Agreement - to be
filed by amendment.

(4) Not Applicable.

(5) Group Variable Universal Life Insurance
Policy

(6) (a) Certificate of Incorporation of
Connecticut General Life Insurance
Company - to be filed by amendment.

(b) By-laws of Connecticut General Life
Insurance Company - to be filed by
amendment.

(7) Not Applicable.

(8) Participation Agreements between Separate
Account and underlying Investment Companies -
to be filed by amendment.

(9) Not Applicable.

(10) Form of Application for Group Variable
Universal Life Insurance Policy.

(11) Memorandum describing Connecticut General
Life Insurance Company's issuance, transfer,
and redemption procedures for the Policy - to
be filed by amendment.

B. (1) Not Applicable.

(2) Not Applicable.

C. Not Applicable.
<PAGE> 67
2. Opinion of Counsel as to the legality of the securities being
registered - to be filed by amendment.

3. Not Applicable.

4. Not Applicable.

5. Opinion and Consent of Benjamin Clement as to actuarial
matters pertaining to the securities being registered - to be
filed by amendment.

6. Consent of Price Waterhouse LLP - to be filed by amendment.

7. Consent of counsel opining as to the legality of the
securities being registered - see Exhibit 2.

8. Opinion and consent of Jorden Burt & Berenson - to be filed by
amendment.
<PAGE> 68

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940,
the Registrant has caused this notification of registration to be duly signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Philadelphia in the State of Pennsylvania on the 11th day of July, 1995.

CG VARIABLE LIFE INSURANCE SEPARATE
ACCOUNT A of
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY,
Registrant

By: Connecticut General Life
Insurance Company
Depositor

By:
----------------------------

CONNECTICUT GENERAL LIFE INSURANCE
COMPANY,
Depositor

By:
----------------------------

Attest:
---------------------

Title:
----------------------
<PAGE> 69
POWER OF ATTORNEY

We, the undersigned directors and officers of Connecticut General Life
Insurance Company, hereby severally constitute and appoint David C. Kopp and
Jerold H. Rosenblum, and each of them individually, our true and lawful
attorneys, with full power to them and each of them to sign for us, and in our
names and in the capacities indicated below, any and all Registration
Statements on Form N-8B-2 or S-6 on behalf of the Company in the name of one of
its Separate Accounts filed with the Securities and Exchange Commission under
the Securities Act of 1933, and such other documentation as may be required to
obtain the necessary approvals of state and federal regulators for the
registration and issuance of products from the Separate Account, hereby
ratifying and confirming our signatures as they may be signed by our attorneys
to said Registration Statements and documentation.

WITNESS our hands and common seal on this ________ day of _____________, 1995.

<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ THOMAS C. JONES
- ----------------------- President (Principal Executive Officer)
Thomas C. Jones

/s/ JAMES T. KOHAN
- ----------------------- Vice President and Actuary (Principal
James T. Kohan Financial Officer)

/s/ ROBERT MOOSE
- ----------------------- Vice President
Robert Moose (Principal Accounting Officer)

/s/ HAROLD W. ALBERT
- ----------------------- Director
Harold W. Albert

/s/ S. TYRONE ALEXANDER
- ----------------------- Director
S. Tyrone Alexander

/s/ MARTIN A. BRENNAN
- ----------------------- Director
Martin A. Brennan

/s/ ROBERT W. BURGESS
- ----------------------- Director
Robert W. Burgess
</TABLE>
<PAGE> 70
POWER OF ATTORNEY
PAGE 2

<TABLE>
<S> <C>
/s/ JOHN G. DAY
- --------------------------- Director
John G. Day

/s/ R. CHRIS DOERR
- --------------------------- Director
R. Chris Doerr

/s/ LAWRENCE P. ENGLISH
- --------------------------- Director
Lawrence P. English

/s/ JOSEPH M. FITZGERALD
- --------------------------- Director
Joseph M. Fitzgerald

/s/ ARTHUR C. REEDS, III
- --------------------------- Director
Arthur C. Reeds, III

/s/ PATRICIA L. ROWLAND
- --------------------------- Director
Patricia L. Rowland

/s/ W. ALLEN SCHAFFER, M.D.
- --------------------------- Director
W. Allen Schaffer, M.D.
</TABLE>

<PAGE> 1
EXHIBIT A(1)

SECRETARY'S CERTIFICATE

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

The following is certified to be a true and correct copy of certain resolutions
adopted by the Board of Directors of Connecticut General Life Insurance Company
at a meeting held on May 22, 1995, a quorum being present; and such resolutions
remain in full force and effect as of the date of certification, not having
been amended, modified or rescinded since the date of its adoption.

Establishment of CG Variable Life Insurance Separate Account A

WHEREAS, Section 38a-433 of the Connecticut Insurance Laws permits a
domestic life insurance company to establish one or more separate
accounts; and

WHEREAS, it is desired that the Company create such a separate account
to house certain of its variable life insurance products;

NOW, THEREFORE, BE IT RESOLVED: The a separate account referred to
herein as "CG Variable Life Insurance Separate Account A" is hereby
established.

FURTHER RESOLVED: That the assets of CG Variable Life Insurance
Separate Account A shall be derived solely from (a) the sale of
variable life insurance products, (b) funds corresponding to dividend
accumulation with respect to investment of such assets, and (c)
advances made by the Company in connection with the operation of CG
Variable Life Insurance Separate Account A.

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

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

1
<PAGE> 2
FURTHER RESOLVED: That the officers of the Company be, and each of
them hereby is, authorized to invest cash from the Company's general
account in CG Variable Life Insurance Separate Account A or in any
division or subdivision thereof as may be deemed necessary or
appropriate to facilitate the commencement of the operations of CG
Variable Life Insurance Separate Account A or to meet any minimum
capital requirements under the Investment Company Act of 1940 and to
transfer cash or securities from time to time between the Company's
general account and CG Variable Life Insurance Separate Account A as
deemed necessary or appropriate so long as such transfers are not
prohibited by law and are consistent with the terms of the variable
life insurance policies issued by the Company providing for
allocations to CG Variable Life Insurance Separate Account A.

FURTHER RESOLVED: That the income, gains, and losses (whether or not
realized) from assets allocated to CG Variable Life Insurance Separate
Account A shall, in accordance with any variable life insurance
policies issued by the Company providing for allocations to CG
Variable Life Insurance Separate Account A, be credited to or charged
against CG Variable Life Insurance Separate Account A without regard
to the other income, gains, or losses of the Company.

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

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

2
<PAGE> 3
FURTHER RESOLVED: That the Company may register under the Securities
Act of 1933 variable life insurance policies, or units of interest
thereunder, under which amounts will be allocated by the Company to CG
Variable Life Insurance Separate Account A to support reserves for
such policies and, in connection therewith, the officers of the
Company be, and each of them hereby is, authorized, to prepare,
execute and file with the Securities and Exchange Commission, in the
name and on behalf of the Company, registration statements under the
Securities Act of 1933, including prospectuses, supplements, exhibits
and other documents relating thereto, and amendments to the foregoing,
in such form as the officer executing the same may deem necessary or
appropriate.

FURTHER RESOLVED: That the officers of the Company be, and each of
them hereby is, authorized to take all actions necessary to register
CG Variable Life Insurance Separate Account A as a unit investment
trust under the Investment Company Act of 1940 and to take such
related actions as they deem necessary and appropriate to carry out
the foregoing.

FURTHER RESOLVED: That the officers of the Company be, and each of them
hereby is, authorized to prepare, execute and file with the Securities
and Exchange Commission, applications and amendments thereto for such
exemptions from or orders under the Investment Company Act of 1940 and
the Securities Act of 1933, and to request from the Securities and
Exchange Commission no action and interpretative letters as they may
from time to time deem necessary or desirable.

FURTHER RESOLVED: That the officers of the Company be, and each of
them hereby is, authorized to prepare, execute and file all periodic
reports required under the Investment Company Act of 1940 and the
Securities Exchange Act of 1934.

FURTHER RESOLVED: That the Chief Counsel of the Company, or the person
as is designated by him from time to time, is hereby appointed as
agent for service under any such registration statement and is duly
authorized to receive communications and notices from the Securities
and Exchange Commission with respect thereto, and to exercise powers
given to such agent by the Securities Act of 1933 and the Rules
thereunder and any other necessary Act.

3
<PAGE> 4
FURTHER RESOLVED: That the officers of the Company be, and each
of them hereby is, authorized to effect in the name and on behalf of
the Company, all such registrations, filings and qualifications under
blue sky or other applicable securities laws and regulations and under
insurance securities laws and insurance laws and regulations of such
states and other jurisdictions as they may deem necessary or
appropriate, with respect to the Company, and with respect to any
variable life insurance policies under which amounts will be allocated
by the Company to CG Variable Life Insurance Separate Account A to
support reserves for such policies; such authorization shall include
registration, filing and qualification of the Company and of said
policies, as well as registration, filing and qualification of
officers, employees and agents of the Company as brokers, dealers,
agents, salespersons, or otherwise; and such authorization shall also
include, in connection therewith, authority to prepare, execute,
acknowledge and file all such applications, applications for
exemptions, certificates, affidavits, covenants, consents to service
of process and other instruments, and to take all such action as the
officer executing the same or taking such action may deem necessary or
desirable.

FURTHER RESOLVED: That the officers of the Company be, and each of
them hereby is, authorized to execute and deliver all such documents
and papers and to do or cause to be done all such acts and things as
they may deem necessary or desirable to carry out the foregoing
resolutions and the intent and purpose thereof.

Dated: May 22, 1995 /s/ DAVID C. KOPP
------------------------------- --------------------------
David C. Kopp
Corporate Secretary

(SEAL)

<PAGE> 1
Mailing Address: Hartford, Connecticut 06152
Home Office: Bloomfield, Connecticut

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(REFERRED TO HEREIN AS "THE COMPANY")

POLICYHOLDER: [ABC COMPANY]

ADDRESS: [123 MAIN STREET
YOUR STATE, USA]

POLICY POLICY POLICY
NUMBER: [XXXXX] EFFECTIVE DATE: [X/X/XX] ANNIVERSARY DATE: [X/X]

This group Policy contains the terms under which the Company agrees to insure
certain persons and pay benefits.

The Company and the Policyholder have agreed to all the terms of this group
Policy.

INSURING AGREEMENTS

The group Policy is issued to the Policyholder in consideration of its
application, subject to payment of the required premium in accordance with
agreed terms. The Company agrees to insure eligible persons as described in
the Certificate of Insurance and the Policy Schedule for the benefits provided
in, and subject to the terms, conditions and limitations set forth in the
Policy, the Certificate of Insurance, and the Policy Schedule under which such
person is eligible. The Certificate(s) are included in and made a part of this
group Policy.

An Employee will become eligible and insured in accordance with the terms of
the Eligibility and Effective Date of Insurance sections of the Certificate.

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

This Policy is issued in the state of [Your State] and shall be governed by its
laws.

/s/ DAVID C. KOPP /s/ THOMAS C. JONES
- ------------------- --------------------
Corporate Secretary PRESIDENT

GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICY
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
The Schedule Page
Policy Schedule 3
All Other Schedule Sections Certificate

Definitions Certificate

Eligibility Certificate

Effective Date of Insurance Certificate

Life Insurance Death Benefit Certificate

Premium Payments 5 and Certificate

Fund Account Provisions Certificate

Certificate Value Provisions Certificate

Surrenders, Loan and Reinstatement Provisions Certificate

Termination Provisions Certificate

Continuation Provisions Certificate

Conversion Provisions Certificate

Table of Guaranteed Maximum Monthly Cost of Insurance Rates Certificate

Ownership and Assignment Provisions Certificate

Beneficiary Provisions Certificate

General Provisions 6 and Certificate

[Accelerated Payment Benefit Rider]

[Paid-Up Life Insurance Option Rider]

[Seat Belt Benefit Rider]

[Supplemental Accidental Death Benefit Rider]

[Supplemental Accidental Death and Dismemberment Benefit Rider]

[Supplemental Accidental Death, Dismemberment,
Loss of Sight, Speech and Hearing; or Paralysis Benefit Rider]

[Waiver of Cost of Life Insurance During Total Disability Rider]
</TABLE>

2
<PAGE> 3
POLICY SCHEDULE

POLICYHOLDER: [ABC COMPANY]

EMPLOYER: [ABC COMPANY]

CLASSES OF ELIGIBLE EMPLOYEES:

<TABLE>
<S> <C>
LIFE INSURANCE BENEFITS
FOR EMPLOYEE
MAXIMUM GUARANTEED ISSUE: [$40,000]
MAXIMUM ISSUE: [$!]
[AUTOMATIC INCREASE FEATURE: [Optional/Automatic] ]

[FOR SPOUSE:
MAXIMUM GUARANTEED ISSUE: [$20,000]
MAXIMUM ISSUE: [$!] ]

[FOR DEPENDENT CHILD(REN) TERM INSURANCE:
MAXIMUM ISSUE: [$!] ]

ADDITIONAL BENEFITS: EFFECTIVE DATE

[Accelerated Payment Benefit Rider XX/XX/XX]
[Paid-up Insurance Option Rider XX/XX/XX]
[Seat Belt Benefit Rider XX/XX/XX]
[Supplemental Accidental Death Benefit Rider XX/XX/XX]
[Supplemental Accidental Death & Dismemberment Benefit Rider XX/XX/XX]
[Supplemental Accidental Death, Dismemberment, Loss of Sight,
Speech & Hearing; or Paralysis Benefit Rider XX/XX/XX]
[Waiver of Cost of Life Insurance During Total Disability Rider XX/XX/XX]
</TABLE>

3
<PAGE> 4
AVAILABLE FUNDS

<TABLE>
<CAPTION>
FUND GROUPS FUNDS
<S> <C>
Fund Manager A Fidelity VIP II Investment Grade Bond Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP II Asset Manager Portfolio
Fidelity VIP Overseas Portfolio

Fund Manager B TCI Growth

Fund Manager C CIGNA Variable Products Money Market Fund
CIGNA Variable Products Index Fund
</TABLE>

The Separate Account for the Policy is CG Variable Life Insurance Separate
Account A - A Connecticut General Life Insurance Company separate investment
account established on May 22, 1995.

4
<PAGE> 5
PREMIUM PROVISIONS

PAYMENT OF POLICY PREMIUM. The total premium payable by the Policyholder under
the Policy will be the sum of all amounts payroll deducted as Premium for the
Policy each month and payroll deduction services for collection of all premium
contributed by Employees. The first premium will be due on the Policy
Effective Date. After that, premiums will be due on the first day of each
month, unless the Policyholder and the Company agree on some other method of
premium payment from time to time. The premiums are payable at the designated
Customer Service Center and will be deemed received only when an accurate
reconciliation is received, two business days prior to the receipt of the
premium, and the premium is actually received at the Customer Service Center or
when wire transferred into a bank account established by the Company for
receipt of premium under this Policy.

If any premium is not paid when due, the Policy will be cancelled as of the
date the premium is due, except as provided in the Grace Period section.

GRACE PERIOD. A Grace Period of 61 days will be granted for the payment of the
payroll deducted premium under the Policy. The Policy will be in force during
that Grace Period. If such premium is not paid in the Grace Period, the Policy
will cease at the end of that period. The Policy will cease before that date
if the Policyholder gives written notice of cancellation in advance to the
Company. When the Policy ceases, the Policyholder will be liable to the
Company for all premiums past due.

5
<PAGE> 6
GENERAL PROVISIONS

ENTIRE CONTRACT. The entire contract will be made up of the Policy, the
application of the Policyholder, a copy of which is attached to the Policy, the
Certificate(s), the Coverage Verification Pages, any Policy or Certificate
riders, and the applications, if any, of the Insureds.

POLICY CHANGES. Changes may be made in the Policy only by amendment, signed by
the Policyholder and by the Company acting through its President or Director.
No agent may change or waive any terms of the Policy.

INSURANCE DATA. The Policyholder will give the Company all of the data that it
needs to calculate the premium and all other data that it may reasonably
require. Failure of the Policyholder to give this data will not void or
discontinue an Insured's insurance. The Company has the right to examine the
Policyholder's records relative to these benefits at any reasonable time while
the Policy is in effect, and maintains this right until all rights and
obligations under the Policy are finally fulfilled.

STATEMENTS NOT WARRANTIES. All statements made by the Policyholder or by an
applicant will, in the absence of fraud, be deemed representations and not
warranties. No statement made by the Policyholder or by the applicant to
obtain insurance will be used to void or reduce the insurance unless it is made
in writing, and is signed by the Policyholder or the applicant and a copy is
sent to the Policyholder, the applicant or his Beneficiary.

CLERICAL ERROR. An Insured's coverage will not be affected by error or delay
in keeping records of insurance under this Policy. If such an error or delay
is found, the premium will be adjusted fairly.

CERTIFICATES. The Company will issue a Certificate to each Owner. The
Certificate will show the benefits provided under this Policy. It will set
forth any changes in benefits due to age and to whom benefits will be paid.

CONFORMITY WITH STATE STATUTES. Any provision of this Policy which, as of its
effective date, is in conflict with the laws of the state where it is
delivered, is amended to conform to the minimum requirements of such laws.

6
<PAGE> 7
Mailing Address: Hartford, Connecticut 06152
Home Office: Bloomfield, Connecticut

CONNECTICUT GENERAL LIFE INSURANCE COMPANY ("the Company") certifies that
it insures the person(s) named in the Coverage Verification Pages attached to
this Certificate for the benefits provided by the Group Variable Universal Life
Insurance Policy No. [XXXXXX-X] (the "Policy") issued to the [ABC Company] as
indicated in the Coverage Verification Pages.

NOTICE: This Certificate does not apply to any Insured unless the Coverage
Verification Pages showing the Insured's name, eligibility class, and
the Certificate Effective Date are attached.

[EMPLOYER: ABC Company ]
POLICYHOLDER: [ABC Company ]
POLICY EFFECTIVE DATE: [XX/XX/XX]

This Certificate is included in and made a part of the Policy. It describes
the main features of the insurance.

This Certificate takes the place of any other issued to the Insured on a prior
date which described the insurance.

30-DAY RIGHT TO EXAMINE

If the Owner is not satisfied with this Certificate for any reason, it may be
returned to the Company within 30 days after receipt. During this time, any
premium paid will be placed in the Fixed Account, and if the Certificate is so
returned, it will be deemed void from the Certificate Issue Date and the
Company will return any premium that has been paid, less any loans, interest
accrued and partial surrenders made during the Right to Examine period. If the
Certificate is not returned during the Right to Examine period, all premiums
will be allocated within three days of the end of the Right to Examine period
as provided for in the Allocation of Net Premium Payments provision.

The amount of insurance payable upon the death of the Insured will be
determined as provided in the Life Insurance Benefit provisions of the
Certificate.

THE BENEFITS AND VALUES PROVIDED BY THE POLICY WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE FUND ACCOUNTS ARE VARIABLE AND ARE NOT GUARANTEED AS TO
DOLLAR AMOUNT. LOANS MAY NOT EXCEED 90% OF THE NET CASH VALUE.

/s/ DAVID C. KOPP /s/ THOMAS C. JONES
- ------------------- --------------------
Corporate Secretary PRESIDENT

CERTIFICATE OF GROUP
VARIABLE UNIVERSAL
LIFE INSURANCE
<PAGE> 8
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CERTIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SCHEDULE OF BENEFITS ("THE SCHEDULE") . . . . . . . . . . . . . . . . . . . . 8
Guaranteed Issue Amount . . . . . . . . . . . . . . . . . . . . . . 9
Amounts Exceeding the Guaranteed Issue Amount . . . . . . . . . . . 10
Maximum and Minimum Amounts of Coverage . . . . . . . . . . . . . . 10
CHANGES IN COVERAGE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . 11
Automatic Increase Feature . . . . . . . . . . . . . . . . . . . . . 11
Increases in Coverage Amount . . . . . . . . . . . . . . . . . . . . 11
Decreases in Coverage Amount . . . . . . . . . . . . . . . . . . . . 12
Premiums Held Pending Acceptance of Coverage Amount . . . . . . . . 12
Maximums and Minimums . . . . . . . . . . . . . . . . . . . . . . . 12
Increase Due to Minimum Death Benefit Provisions . . . . . . . . . . 13
ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
EFFECTIVE DATE OF INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . 16
LIFE INSURANCE BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
PREMIUM PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Allocation of Net Premium Payments . . . . . . . . . . . . . . . . . 21
Limits on Allocation of Net Premium Payments . . . . . . . . . . . . 21
Interruptions of Premium Payments . . . . . . . . . . . . . . . . . 22
Grace Period for Insured . . . . . . . . . . . . . . . . . . . . . . 22
FUND ACCOUNT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Separate Account and Fund Accounts . . . . . . . . . . . . . . . . . 23
Investment Risk . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Investment of the Fund Account Assets . . . . . . . . . . . . . . . 24
Substitution or Elimination of Securities . . . . . . . . . . . . . 24
Transfer Privilege . . . . . . . . . . . . . . . . . . . . . . . . . 24
Limits on Transfers . . . . . . . . . . . . . . . . . . . . . . . . 25
CERTIFICATE VALUE PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 26
Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Fixed Account Value . . . . . . . . . . . . . . . . . . . . . . . . 26
Loan Account Value . . . . . . . . . . . . . . . . . . . . . . . . . 26
Fund Account Value . . . . . . . . . . . . . . . . . . . . . . . . . 26
Crediting and Cancelling Variable Accumulation Units . . . . . . . . 27
Variable Accumulation Unit Value . . . . . . . . . . . . . . . . . . 27
Net Investment Factor . . . . . . . . . . . . . . . . . . . . . . . 27
Monthly Cost of Insurance Rates . . . . . . . . . . . . . . . . . . 28
Monthly Deduction . . . . . . . . . . . . . . . . . . . . . . . . . 28
Net Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Lapse (Insufficient Net Cash Value) . . . . . . . . . . . . . . . . 29
Basis of Computations . . . . . . . . . . . . . . . . . . . . . . . 29
SURRENDERS, LOANS AND REINSTATEMENT PROVISIONS . . . . . . . . . . . . . . . 30
TERMINATION PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
CONTINUATION PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
CONVERSION PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE . . . . . . . . . . . 37
OWNERSHIP AND ASSIGNMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . 39
BENEFICIARY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
</TABLE>

2
<PAGE> 9
EXPLANATION OF TERMS

You will find terms starting with capital letters throughout your Certificate
and the Coverage Verification Pages. To help you understand your benefits, the
location of the definition of these terms is indicated in the Table of
Contents, or the definition is provided in the Definitions section of this
Certificate. The male pronoun, whenever used, includes the female pronoun.

THE SCHEDULE

The Schedule is a brief outline of the amounts of coverage available upon
initial enrollment. For a full description of each benefit, refer to the
appropriate section listed in the Table of Contents.

3
<PAGE> 10
DEFINITIONS

ACTIVE SERVICE
An Employee will be considered in Active Service with the Employer on a day
which is one of the Employer's scheduled work days if he is performing in
the usual way all of the regular duties of his work for the Employer. Such
service can occur at one of the Employer's places of business or at some
location to which the Employer's business requires him to travel. An
Employee will be deemed in Active Service on a day which is not one of the
Employer's scheduled work days only if he was in Active Service on the
preceding scheduled work day.

ANNUAL COMPENSATION
An Insured Employee's rate of pay as reported by the Employer. It does not
include [overtime, bonus, additional compensation, or pay for more than 40
hours in a week.] A Retiree's Annual Compensation will be his rate of pay
in effect immediately prior to retirement. A Leave of Absence Employee's
Annual Compensation will be his rate of pay in effect immediately prior to
going on a Leave of Absence.

ATTAINED AGE
An Insured's age on his last birthday either prior to or on the same date
as the Policy Effective Date or the Policy Anniversary Date, whichever is
later.

CASH VALUE
Cash Value is the sum of the Fixed Account Value, the Fund Account Values,
and the Loan Account Value.

CERTIFICATE EFFECTIVE DATE
The Certificate Effective Date is the date this Certificate becomes
effective, as shown in the Coverage Verification Pages.

CURRENT OUTSTANDING LOAN BALANCE
The Loan Balance plus all interest accrued but not yet paid.

[DEPENDENT CHILD
The unmarried Child of an Employee who is:
a) at least 15 days of age, but less than [19] years old; or
b) [19] or more years old, but less than [25] years, and enrolled in a
school as a full-time student and primarily supported by the Employee;
or
c) [19] or more years old, primarily supported by the Employee, and
incapable of self-sustaining employment by reason of mental or
physical handicap. Proof of the Child's condition and dependence must
be submitted to the Company within 31 days after the date the Child
ceases to qualify as a Dependent under a) or b) above. During the
next two years, the Company may, from time to time, require proof of
the continuation of such condition and dependence. After that, the
Company may require proof no more than once a year.

The term "Child" means a Child born to, legally adopted by, or under the
legal guardianship of the Employee. It also means a stepchild of the
Employee living with the Employee.]

4
<PAGE> 11
DEFINITIONS

EMPLOYEE
An Employee of the Employer in one of the Classes of Eligible Employees
described in the Classes of Eligible Persons provisions. [The term does
not include Employees who are part-time or temporary or who normally work
less than [30] hours a week for the Employer.]

5
<PAGE> 12
DEFINITIONS (CONTINUED)

EMPLOYER
The Employer is shown on the first page of this Certificate and is the
group Policyholder.

FIXED ACCOUNT
The account which provides for a guaranteed minimum interest rate of not
less than 4% per year. Fixed Account assets are general assets of the
Company and are distinguishable from those allocated to a separate account
of the Company.

[FORMER INSURED DEPENDENT CHILD
An Insured Dependent Child who: (a) no longer qualifies as a Dependent
Child, and who has elected to continue his insurance under the Policy; or
(b) is at least 22 years of age and has elected to be insured as a Former
Insured Dependent Child instead of being insured as an Insured Dependent
Child.]

FORMER INSURED EMPLOYEE
An Insured Employee who no longer qualifies as such and who has elected to
continue his insurance under the Policy.

[FORMER INSURED SPOUSE
An Insured Spouse who: (a) no longer qualifies as such and who has elected
to continue his insurance under the Policy; or (b) a Spouse of a Former
Insured Employee who has elected to be insured under the Policy on or after
the date the Insured Employee becomes a Former Insured Employee.]

FUND ACCOUNT
An account, the value of which varies based on the net investment
performance of a specific Fund, as described in the Fund Account
Provisions. Assets in a Fund Account are not guaranteed.

FUND ACCOUNT VALUE
The Cash Value portion which is determined by multiplying the number of
Variable Accumulation Units in the Fund Account by the current Variable
Accumulation Unit Value.

FUNDS
One or more of CIGNA Money Market Fund, Fidelity Investment Grade Bond
Portfolio, Fidelity Asset Manager Portfolio, CIGNA Index Fund, Fidelity
Equity-Income Portfolio, TCI Growth, Fidelity Overseas Portfolio.

Each Fund is an open-end management investment company, or a portfolio of
an open-end management investment company, whose investment performance is
used in determining the investment performance of a Fund Account under the
Policy.

GENERAL ACCOUNT
The Company's general asset account in which along with other assets of
the Company, assets supporting the non-variable portion of the Policy are
held.

GUARANTEED ISSUE AMOUNT
The Coverage Amount that an Insured may purchase without satisfying the
Insurability Requirement. The Maximum Guaranteed Issue Amount for each
Class of Insureds is specified in The Schedule. The Company reserves the
right to change this amount from time to time.

6
<PAGE> 13
DEFINITIONS (CONTINUED)

INSURABILITY REQUIREMENT
The requirement that an eligible person submit evidence of good health
acceptable to the Company in order to be insured. The Company may require
that the eligible person provide such evidence at his own expense.
Further, the Company may require different evidence of good health for
different amounts of insurance.

INSURED
A person who is eligible for insurance in one of the Eligible Classes under
the Policy, who has elected the insurance, and for whom premium has been
paid and whose coverage has not ceased.

LAPSE
The Insured's coverage ends due to insufficient Net Cash Value (See Lapse
section). The insurance will remain in force, subject to the terms and
conditions of the Policy, until the Net Cash Value is insufficient to cover
the Monthly Deduction, as provided in the Lapse and Grace Period for
Insured provisions.

[LIFE STATUS CHANGE
A Life Status Change is defined as any of the following events:
- marriage, legal separation, annulment, or divorce;
- death of Employee's Spouse or Dependent Child;
- birth, adoption or legal guardianship of a child;
- stepchild living with the Employee; or
- purchase of a primary home.]

LOAN ACCOUNT
The account in which assets securing a Loan against the Certificate are
held after transfer out of the Fixed Account and the Fund Accounts. The
Loan Account assets are general assets of the Company and are
distinguishable from those allocated to a separate account of the Company
and to the Fixed Account.

LOAN BALANCE
The sum of all loans granted under the Certificate less any loan repayments
plus all unpaid interest added to the Loan Balance as provided for in the
Certificate Loan provisions.

MONTHLY ADMINISTRATIVE FEES
Two fixed monthly charges to the Certificate representing the Company's
cost of administering the Certificates. These charges are set forth in the
Coverage Verification Pages.

MONTHLY DEDUCTION
The Monthly Deduction means monthly charges made to the Cash Value; these
charges include the cost of insurance, the monthly administrative fees,
and charges for any supplemental riders or benefits (see Monthly Deduction
section).

7
<PAGE> 14
DEFINITIONS (CONTINUED)

NET CASH VALUE
The Net Cash Value means the Cash Value minus any Current Outstanding Loan
Balance (see Certificate Value Provisions).

NET PREMIUM PAYMENT
The amount of a premium payment, less the premium load for taxes shown in
the Coverage Verification Pages. The Net Premium Payment is the amount
available for allocation to the Fixed Account and the Fund Accounts.

OWNER
The owner of a Certificate under a Policy on the Certificate Effective Date
is the person designated as Owner in the Coverage Verification Pages. If no
person is designated as the Owner, the Insured will be the Owner.

PAID-UP INSURANCE
A life insurance policy issued by the Company or an affiliate of the
Company under which no further premiums are payable but under which the
insurance coverage continues in effect. For purposes of determining the
Guaranteed Issue Amount and the Maximum Amount of Insurance under this
Certificate, Paid-up Insurance shall mean Paid-up Insurance purchased under
the Policy or a Replaced Policy.

POLICY ANNIVERSARY DATE
The Policy Anniversary Date as stated on the Coverage Verification Pages.

8
<PAGE> 15
DEFINITIONS (CONTINUED)

POLICY EFFECTIVE DATE
The date the Policy issued to the Policyholder becomes effective.

POLICY YEAR
The period starting on a Policy Anniversary Date and continuing to the next
Policy Anniversary Date. The initial Policy Year may be less than 12
months.

RELATED FUND
The Fund whose investment performance is the basis for a specific Fund
Account's investment performance.

REPLACED POLICY
Any policy of group universal life insurance or group variable
universal life insurance issued by the Company or an affiliate of
the Company to the Employer, or to a trust to which the Employer
subscribes, which policy is discontinued, or sponsorship of which policy is
discontinued, within 90 days of the Policy Effective Date of the Policy.

RETIREE
A former Employee of the Employer who has satisfied the Employer's
requirements for retirement.

SEPARATE ACCOUNT
CG Variable Life Insurance Separate Account A established on May 22, 1995.

SPOUSE
Except for the purpose of eligibility for insurance, the lawful Spouse of
an Employee, including a Spouse who is legally separated, divorced, or
widowed.

SUCCESSOR PLAN
A life insurance plan available through the Employer within 90 days of
termination of the Policy for which the Insureds are, or will become,
eligible to obtain similar insurance.

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

VALUATION PERIOD
The period of time for which a Fund determines its net asset value; a
Valuation Period is the period of time between the ends of two consecutive
Valuation Days. A Valuation Period may be longer than one day.

VARIABLE ACCUMULATION UNIT
A unit of measure used in calculating the value of each Fund Account.

9
<PAGE> 16
------------------- THE SCHEDULE -------------------

LIFE INSURANCE

AMOUNTS OF INSURANCE AVAILABLE
When applying, an applicant may elect a Coverage Amount from the Coverage
Amounts available for his Eligible Class as set forth in this Schedule.

<TABLE>
<CAPTION>
ELIGIBLE CLASS COVERAGE AMOUNT
<S> <C>
Insured Employee An amount elected [equal to 1, 2, 3, 4, or 5 times
the Employee's Annual Compensation, rounded to
the next higher $10,000, if not already an even
multiple of $10,000,]. The sum of the Coverage
Amount, the Paid-up Insurance, if any, and any
insurance continued or converted under a Replaced
Policy may not exceed the lesser of [X] times the
Employee's Annual Compensation or [$1,000,000].

Maximum Guaranteed Issue Amount [$!]

[Insured Spouse An amount elected in increments of [$10,000]. The
sum of the Coverage Amount, the Paid-up Insurance,
if any, and any insurance continued or converted
under a Replaced Policy may not exceed [an amount
equal to: (a) 3 times the Employee's Annual
Compensation; or (b) $100,000, whichever is less].

Maximum Guaranteed Issue Amount [$!] ]

[Insured Dependent Child [$10,000] ]

[Former Insured Dependent Child [$50,000] ]

Former Insured Employee An amount elected up to the Insured's last
Coverage Amount as an Insured Employee.
</TABLE>

10
<PAGE> 17
------------------- THE SCHEDULE -------------------

LIFE INSURANCE

AMOUNTS OF INSURANCE AVAILABLE (CONTINUED)

<TABLE>
<CAPTION>
ELIGIBLE CLASS COVERAGE AMOUNT
<S> <C>
[Former Insured Spouse and An amount elected in increments of [$10,000]. The
Spouse of a Former Insured Employee sum of the Coverage Amount, the Paid-up Insurance,
if any, and any insurance continued or converted
under a Replaced Policy may not exceed [an amount
equal to: (a) 3 times the Employee's Annual
Compensation; or (b) $100,000, whichever is less.]]

[Retiree An amount elected up to the Insured's last
Coverage Amount as an Insured Employee.

Maximum Guaranteed Issue Amount [$!] ]

[Leave of Absence Employee An amount elected up to the Insured's last
Coverage Amount as an Insured Employee.]
</TABLE>

GUARANTEED ISSUE AMOUNT
The Guaranteed Issue Amount is the amount of coverage for which the
applicant may become insured under the Policy without satisfying the
Insurability Requirement. The Guaranteed Issue Amount is the Maximum
Guaranteed Issue Amount shown above less any amount of coverage continued or
converted under any Replaced Policy.

For purposes of determining the Guaranteed Issue Amount and the Maximum
Amount of Coverage, "Replaced Policy" means any policy of group universal
life insurance or group variable universal life insurance issued by the
Company or an affiliate of the Company to the Employer, or to a trust to
which the Employer subscribes, which policy is discontinued, or sponsorship
of which policy is discontinued, within 90 days of the Policy Effective Date.

11
<PAGE> 18
------------------- THE SCHEDULE -------------------

LIFE INSURANCE (CONTINUED)

AMOUNTS EXCEEDING THE GUARANTEED ISSUE AMOUNT
If the Coverage Amount initially elected for an Insured is higher than the
Guaranteed Issue Amount, he will become insured for the amount that exceeds
the Guaranteed Issue Amount only if he satisfies the Insurability
Requirement for that amount. Premiums paid for coverage in excess of the
Guaranteed Issue Amount prior to written acceptance by the Company will be
held in the Fixed Account until the excess coverage is accepted or declined.
If the excess coverage is accepted, the Net Premiums will be allocated as
provided for in the Allocation of Net Premium Payments provision during
the next Valuation Period after the Company accepts the excess coverage.
If the coverage is declined, the premiums will be returned without interest
and less any Partial Surrenders and Loans plus accrued interest.

MAXIMUM AND MINIMUM AMOUNTS OF COVERAGE
The Coverage Amount for an Insured may not, at any time, be
less than [$10,000]. The Coverage Amount for an Insured Spouse or an
Insured Former Spouse may not be less than [$10,000 or 50% of the Insured
Employee's Coverage Amount if the Insured Employee's Coverage Amount is less
than $20,000]. The sum of the Coverage Amount, any Paid-up Insurance for
the [Insured Employee, or Former Insured Employee, or Retiree, or a Leave of
Absence Employee], and any insurance continued or converted under a Replaced
Policy may not at any time exceed the lesser of [X] times the Employee's
Annual Compensation or [$1,000,000]. [The sum of the Coverage Amount, any
Paid-up Insurance for the Insured Spouse, or Former Insured Spouse and any
insurance continued or converted under a Replaced Policy may not at any time
exceed an amount equal to: (a) 3 times the Employee's Annual Compensation;
or (b) $100,000, whichever is less. The sum of the Coverage Amount and the
Paid-up Insurance for a Former Insured Dependent Child may not, at any time,
exceed $50,000. ]

12
<PAGE> 19
CHANGES IN COVERAGE AMOUNT

[AUTOMATIC INCREASE FEATURE
If an Insured Employee is covered for the Automatic Increase Feature:
- his Coverage Amount will be increased on the Policy Anniversary Date
in order to maintain his elected multiple of his Annual Compensation;
- he will not be required to satisfy the Insurability Requirement for
the increased amount, provided he is in Active Service; and
- the increase amount will be limited to [$,%!] per increase.

When an eligible Employee becomes insured, he [will/may elect to] be
enrolled for the Automatic Increase Feature [unless it is rejected.]

If an Insured Employee is not enrolled for the Automatic Increase Feature
when he first becomes insured, or if the feature is elected and later
revoked, the feature may be elected at a later date. If the feature is
elected at a later date, the Insured Employee must satisfy the Insurability
Requirement before he is enrolled for the feature.

[For purposes of the Automatic Increase Feature, Annual Compensation does
not include commissions.] ]

INCREASES IN COVERAGE AMOUNT
On any date while an Insured is covered, the Owner may elect to:
- increase the Coverage Amount based on a higher multiple of the
Insured Employee's Annual Compensation; or
- increase the Insured Employee's Coverage Amount based on an increase
in his Annual Compensation[; or
- increase the Coverage Amount of an Insured Spouse, Insured Dependent
Child, Former Insured Dependent Child, Former Insured
Employee, Former Insured Spouse, or Retiree].

However, the Insured will become covered for the elected higher Coverage
Amount only if he satisfies the Insurability Requirement for that amount
[unless the Insurability Requirement is otherwise not applicable under the
Automatic Increase Feature]. The effective date of the increase will be the
day the Company agrees in writing to accept the Insured for the higher
Coverage Amount.

[Within 31 days following a Life Status Change, an election may be made to
increase the Insured Employee's Coverage Amount by [one times the Employee's
Annual Compensation], without evidence of insurability. ]

13
<PAGE> 20
CHANGES IN COVERAGE AMOUNT

INCREASES IN COVERAGE AMOUNT (CONTINUED)
[The Guaranteed Issue Amount applies only to initial enrollment. Unless an
increase in coverage is exempted from the Insurability Requirement under the
Automatic Increase Feature or, in the case of an increase of [one times the
Employee's Annual Compensation] within 31 days following a Life Status
Change, that increase in coverage will require evidence of insurability
acceptable to the Company, regardless of whether the proposed new Coverage
Amount exceeds the Guaranteed Issue Amount, if any. ]

If an Insured Employee is not in Active Service on the date he would
otherwise become insured for an increased Coverage Amount, he will become
insured for the increase on the date he returns to Active Service. If he
does not return to Active Service within 90 days from the date the Company
agrees in writing to accept him for the higher Coverage Amount, he must
again satisfy the Insurability Requirement.

If, on the date [an Insured Spouse, Former Insured Employee, Former Insured
Spouse, Former Insured Dependent Child, or Retiree] would otherwise become
insured for an increased Coverage Amount: (a) he is hospitalized; and/or
(b) he is unable to engage in the normal activities of a person of the same
age and sex, he will become insured for the increase on the day after the
conditions described under (a) and/or (b) have ended. If all of these
conditions have not ended within 90 days from the date the Company agrees in
writing to accept him for the higher Coverage Amount, he must again satisfy
the Insurability Requirement.

DECREASES IN COVERAGE AMOUNT
The Owner may decrease the Coverage Amount at any time by notifying the
Company. The decrease in Coverage Amount will become effective on the first
of the month after written notice has been received by the Company. The
Company may refuse any decrease in an Insured's Coverage Amount if the
Company has determined that such change would adversely affect the Policy's
or the Certificate's qualification as a life insurance contract under the
Internal Revenue Code. Decreases in the Coverage Amount will apply first to
the most recent increase in Coverage Amount, then to successively earlier
increases, then to the initially elected Coverage Amount.

PREMIUMS HELD PENDING ACCEPTANCE OF COVERAGE AMOUNT
Premiums paid for any amount of coverage for which the Insurability
Requirement must be satisfied will be held in the Fixed Account until the
coverage is accepted or declined by the Company in writing. If the coverage
is accepted, the Net Premium Payment will be allocated as provided for in
the Allocation of premium payments provision. If the coverage is declined,
the premium for that coverage will be returned without interest and less any
partial surrenders and loans plus accrued interest.

MAXIMUMS AND MINIMUMS
All changes in Coverage Amounts are subject to the Maximum and Minimum
Coverage Amounts as set forth in The Schedule.

14
<PAGE> 21
CHANGES IN COVERAGE AMOUNT (CONTINUED)

INCREASES DUE TO MINIMUM DEATH BENEFIT PROVISIONS
If the Cash Value increases solely as a result of increases in Variable
Accumulation Unit Value and/or interest credited to the Fixed Account, and
the Company determines that, as a result of such increase, the Death Benefit
must be increased to preserve the qualification of the Policy and the
Certificate as life insurance under the Internal Revenue Code, evidence of
insurability shall not be required for such increase.

If, however, the Cash Value increases for any other reason, and the Company
determines that as a result of such increase, the Death Benefit must be
increased to preserve the qualification of the Policy or the Certificate as
life insurance under the Internal Revenue Code, evidence of insurability
will be required for such increase.

In any event, the Owner may decline the increase of the Coverage Amount if
he withdraws at least an amount of Cash Value which the Company determines
will avoid having the Policy or Certificate fail to qualify as life
insurance under the Internal Revenue Code for the foreseeable future.

15
<PAGE> 22
ELIGIBILITY

ELIGIBLE CLASSES
A person may be insured under only one of the Eligible Classes shown below,
even though he may be eligible under more than one Class.

INSURED EMPLOYEE
Each Employee of the Employer in one of the Classes of Eligible Employees
shown below will become eligible to be insured as an Insured Employee on the
later of:
- the Policy Effective Date; or
- the date he becomes an Employee of the Employer in one of the Classes
of Eligible Employees.

CLASSES OF ELIGIBLE EMPLOYEES
[Each Employee]

[INSURED SPOUSE
Each Spouse of an eligible Employee will become eligible to be insured as an
Insured Spouse on the later of:
- the date the Employee becomes eligible himself; or
- the date the person becomes a Spouse of an eligible Employee;

provided the Spouse is less than [65] years of age on that date.

For the purpose of eligibility, the Spouse must be a lawful Spouse and not
legally separated from the Employee. ]

[INSURED DEPENDENT CHILD
An Insured, other than an Insured Dependent Child or Former Insured
Dependent Child, is eligible to elect coverage for his Dependent Child(ren)
on the later of the date such Insured:
- elects coverage for himself; or
- acquires a Dependent Child.

In no event will a Dependent Child be eligible to become insured under two
Certificates at the same time.]

[FORMER INSURED DEPENDENT CHILD
An Insured Dependent Child whose coverage under the Policy would otherwise
cease because he no longer qualifies as a Dependent Child will become
eligible to be insured as a Former Insured Dependent Child on the date he
ceases to be an Insured Dependent Child (see Continuation).

In addition, an Insured Dependent Child whose insurance as a Dependent Child
has not yet ceased and who is at least [22] years of age is eligible to be
insured as a Former Insured Dependent Child.]

FORMER INSURED EMPLOYEE
[An Insured Employee or a Leave of Absence Employee] who no longer qualifies
as such, will become eligible to be insured as a Former Insured Employee on
the date he ceases to be an Insured Employee [or a Leave of Absence
Employee], provided he is not eligible under any other Class.

16
<PAGE> 23
ELIGIBILITY

ELIGIBLE CLASSES (CONTINUED)

[FORMER INSURED SPOUSE
An Insured Spouse who no longer qualifies as such, will become eligible to
be insured as a Former Insured Spouse on the date he ceases to be an Insured
Spouse, provided he is not eligible under any other Class.

In addition, the Spouse of a Former Insured Employee who is not insured on
the date the Insured Employee becomes a Former Insured Employee, is eligible
to be insured as a Former Insured Spouse, provided that the Spouse is less
than [65] years of age. For the purpose of eligibility, the Spouse must be
a lawful Spouse and not legally separated from the Former Insured Employee.]

[RETIREE
[A retired Employee of the Employer will be eligible to be insured as a
Retiree on the Policy Effective Date.] An Insured Employee or a Leave of
Absence Employee will be eligible to be insured as a Retiree on the date he
retires as an Employee of the Employer in accordance with the Employer's
requirements for retirement.]

[LEAVE OF ABSENCE EMPLOYEE
An Insured Employee who is on an Employer-approved leave of absence will
become eligible to be insured as a Leave of Absence Employee on the date the
Insured Employee's leave of absence is approved by the Employer.]

17
<PAGE> 24
EFFECTIVE DATE OF INSURANCE

[INSURED EMPLOYEE, INSURED SPOUSE, INSURED DEPENDENT CHILD, AND RETIREE]
If coverage is elected before or within 31 days after the date [an Insured
Employee, Insured Spouse, Insured Dependent Child, or Retiree] becomes
eligible, his insurance will become effective, in an amount not to exceed
the Guaranteed Issue Amount, on the later of: (a) the date he becomes
eligible; or (b) the date his completed and signed application is received
by the Company.

If coverage is elected for [an Insured Employee, an Insured Spouse or a
Retiree] for an amount in excess of the Guaranteed Issue Amount, he will
become insured for the amount that exceeds the Guaranteed Issue Amount on
the date the Company agrees in writing to insure him for that amount. The
Company will require him to satisfy the Insurability Requirement before it
agrees to insure him for the higher amount.

If coverage is elected more than 31 days after [an Insured Employee, Insured
Spouse, Insured Dependent Child, or Retiree] becomes eligible, he will
become insured on the date the Company agrees in writing to insure him. The
Company will require him to satisfy the Insurability Requirement before the
Company agrees to insure him for any amount.

INSURED EMPLOYEE
If an Employee is not in Active Service on the date his insurance would
otherwise begin, he will become insured on the date he returns to Active
Service. If an Employee does not return to Active Service within 90 days
from the date the Company receives the completed original application, a new
application, and new evidence of good health acceptable to the Company will
be required.

[INSURED SPOUSE
If, on the date insurance would otherwise become effective, a Spouse:
1. is hospitalized; or
2. is confined at home under the care of a medical doctor for sickness
or injury; and/or
3. has had his level of activity significantly reduced so that he
requires human supervision or assistance to perform any of the
following Activities of Daily Living: (a) mobility; (b)
transferring; (c) feeding; (d) dressing; or (e) toileting; which
another person of the same age and sex could normally perform; and/or
4. is receiving any disability benefits from any source due to any
sickness or injury;

his insurance will begin on the day after all of the conditions set forth
under 1, 2, 3, and 4 (above) have ended. If all of these conditions have
not ended within 90 days from the date the Company receives the completed
original application, a new application and new evidence of good health
acceptable to the Company will be required.]

[INSURED DEPENDENT CHILD
If, on the date his insurance would otherwise begin, a Dependent Child: (a)
is hospitalized; or (b) is confined at home under the care of a medical
doctor for sickness or injury, his insurance will begin on the day after all
of the conditions described under (a) or (b) have ended. If all of these
conditions have not ended within 90 days from the date the Company receives
the completed original application, a new application and new evidence of
good health acceptable to the Company will be required.]

18
<PAGE> 25
EFFECTIVE DATE OF INSURANCE

[INSURED DEPENDENT CHILD (CONTINUED)
If coverage for a Dependent Child is in force and the Employee acquires
another Dependent Child, coverage for that Child will become effective on
the later of: (a) the date the Child is 15 days old; or (b) in the case of
adoption, the first day of any waiting period prior to the finalization of
the Child's adoption. Notice must be given to the Company within 31 days of
birth or adoption.]

[FORMER INSURED DEPENDENT CHILD
If an Insured Dependent Child elects to be insured as a Former Insured
Dependent Child, his insurance will become effective on the date his
coverage as an Insured Dependent Child ceases, provided the required premium
is paid to the Company within 15 days of such date.

If an Insured Dependent Child does not elect to be insured as a Former
Insured Dependent Child within 90 days after he becomes eligible, he will
not be eligible to elect this coverage at a later date.

If, on the date he becomes insured as a Former Insured Dependent Child, he:
(a) is hospitalized; and/or (b) is confined at home under the care of a
medical doctor for sickness or injury, he will not be insured for any
Coverage Amount in excess of his existing Coverage Amount until the day
after all of the conditions described under (a) and (b) have ended.

In addition, an Insured Dependent Child, whose insurance as a Dependent
Child has not yet ceased, has the option to elect to be insured as a Former
Insured Dependent Child instead of being insured as an Insured Dependent
Child, provided he is at least [22] years of age. The Effective Date of
Insurance for such Former Insured Dependent Child will be the later of: (a)
the first day of the month after he elects the coverage as a Former Insured
Dependent Child; or (b) the date the required premium is paid to the
Company.]

[FORMER INSURED SPOUSE
For the purpose of determining the Effective Date of Insurance for a Spouse
who is not insured on the date the Insured Employee becomes a Former Insured
Employee or a Retiree, and who becomes insured as a Spouse of a Former
Insured Employee, the provisions shown for an Insured Spouse in the
Effective Date of Insurance section will apply.]

[RETIREE
If coverage for a Retiree is elected before or within 31 days after he
becomes eligible as a Retiree, his insurance will become effective on the
later of: (a) the date he becomes eligible; or (b) the date the completed
and signed application is received by the Company.

If the Owner does not elect to insure the Retiree within 31 days after he
becomes eligible as a Retiree, the Owner may not elect this coverage at a
later date.]

19
<PAGE> 26
EFFECTIVE DATE OF INSURANCE (CONTINUED)

[LEAVE OF ABSENCE EMPLOYEE
The Effective Date of Insurance for a Leave of Absence Employee will be the
later of: (a) the date the Employer approves his leave of absence; or (b)
the date the Employee begins his leave of absence, provided the required
premium is paid directly to the Company within the grace period.

A Leave of Absence Employee must apply to return to Insured Employee status
within 31 days of his return to Active Service. If a Leave of Absence
Employee applies to return to Insured Employee status more than 31 days
after his return to Active Service, he must satisfy the Insurability
Requirement before the Company agrees to insure him.]

20
<PAGE> 27
LIFE INSURANCE BENEFIT

DEATH BENEFIT
If an Insured dies, the Company will pay the Death Benefit in effect on the
date of death. The Death Benefit will be paid in a lump sum to the
Insured's Beneficiary as soon as due proof of death is received by the
Company. The Death Benefit will be an amount equal to the greater of:
- the Insured's Coverage Amount on the date of death plus the Net Cash
Value, if any; or
- an amount that, as determined by the Company, is
required to preserve the qualification of the Policy as a life
insurance policy under the Internal Revenue Code less any Current
Outstanding Loan Balance.

The Death Benefit will be reduced by any accelerated payment benefit
previously paid under the Policy and by any amounts due the Company under
the Policy.

If proceeds are not paid within 30 days of receipt of due proof of death,
the Company will pay interest from the date of death to the date of payment
at the rate of [X%] or any other rate required by law.

21
<PAGE> 28
LIFE INSURANCE BENEFIT (CONTINUED)

MINIMUM DEATH BENEFIT
The Minimum Death Benefit allowable at any time under this Certificate
("Minimum Death Benefit") is a percentage of the Cash Value. The Minimum
Death Benefit depends on the Attained Age of the Insured and is given in the
following table:

TABLE OF MINIMUM DEATH BENEFITS

<TABLE>
<CAPTION>
=============================================================================================
ATTAINED AGE PERCENTAGE OF CASH ATTAINED AGE PERCENTAGE OF CASH
OF INSURED VALUE OF INSURED VALUE
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
40 or less 250% 61 128%
- ---------------------------------------------------------------------------------------------
41 243% 62 126%
- ---------------------------------------------------------------------------------------------
42 236% 63 124%
- ---------------------------------------------------------------------------------------------
43 229% 64 122%
- ---------------------------------------------------------------------------------------------
44 222% 65 120%
- ---------------------------------------------------------------------------------------------
45 215% 66 119%
- ---------------------------------------------------------------------------------------------
46 209% 67 118%
- ---------------------------------------------------------------------------------------------
47 203% 68 117%
- ---------------------------------------------------------------------------------------------
48 197% 69 116%
- ---------------------------------------------------------------------------------------------
49 191% 70 115%
- ---------------------------------------------------------------------------------------------
50 185% 71 113%
- ---------------------------------------------------------------------------------------------
51 178% 72 111%
- ---------------------------------------------------------------------------------------------
52 171% 73 109%
- ---------------------------------------------------------------------------------------------
53 164% 74 107%
- ---------------------------------------------------------------------------------------------
54 157% 75 - 90 105%
- ---------------------------------------------------------------------------------------------
55 150% 91 104%
- ---------------------------------------------------------------------------------------------
56 146% 92 103%
- ---------------------------------------------------------------------------------------------
57 142% 93 102%
- ---------------------------------------------------------------------------------------------
58 138% 94 101%
- ---------------------------------------------------------------------------------------------
59 134% 95 - 99 100%
- ---------------------------------------------------------------------------------------------
60 130%
=============================================================================================
</TABLE>

NOTE: See Increases Due to Minimum Death Benefit Provisions.

The Company reserves the right to reject Cash Value contributions or return
Cash Value to the extent necessary to preserve qualification of the Policy
and/or Certificate as a life insurance contract under the Internal Revenue
Code.

22
<PAGE> 29
PREMIUM PAYMENTS

PREMIUMS
Premiums may be paid on a periodic or a lump-sum basis. If the Insured or
Owner is an Employee, premium payments may be paid through payroll
deduction. In all other cases, premiums will be paid directly to the
Company and will be billed by the Company on a quarterly, semi-annual, or
annual basis. Premium shall be considered received under the Policy only
when actually received by the Company at its own offices or at the offices
of the Customer Service Center designated in the Coverage Verification
Pages, and not when received by the Policyholder, Employer, or any other
agent, broker, or third party administrator. Premiums may not exceed an
amount that, in the Company's opinion, is required to preserve the
qualification of the Policy and/or Certificate as a life insurance contract
under the Internal Revenue Code without regard to the Minimum Death Benefit
provision, and/or to prevent the Policy and/or Certificate from being
treated as a Modified Endowment Contract under the Internal Revenue Code.
(See Qualification under Internal Revenue Code section.)

The first premium payment will be due on the Certificate Effective Date.
Lump sum premiums must be at least [$25.00] each.

Unless otherwise specified by the Owner, if there is any indebtedness, any
lump sum payments made on the Policy will be used first as a Loan repayment
with any excess treated as lump sum premium payments.

ALLOCATION OF NET PREMIUM PAYMENTS
Net premium payments shall be allocated to the Fixed Account and/or to the
Fund Accounts as directed by the Owner, subject to the Limits on Allocation
of Net Premium Payments provision set forth below. The Net Premium Payment
associated with the initial premium payment will be allocated in accordance
with the allocation percentages specified in the application, within three
business days of the later of expiration of the 30-Day Right to Examine
period, the Effective Date of Coverage, the Company's written acceptance of
coverage in excess of the Guaranteed Issue amount, or the date the premium
is actually received by the Company. Subsequent Net Premium Payments will
be allocated on the same basis as the most recent previous Net Premium
Payment unless the Company is otherwise instructed in writing to change the
allocation percentages. A change in the allocation percentages may be made
by telephone if such telephone changes have previously been authorized in
writing. The Company will not be legally responsible for: (a) any liability
if acting in good faith upon any change in allocation instructions given by
telephone; or (b) for the authenticity of such instructions. If the Owner
has not directed the Company as to allocation of Net Premium Payments, all
Net Premium Payments will be allocated to the Fixed Account.

LIMITS ON ALLOCATION OF NET PREMIUM PAYMENTS
There is no minimum allocation percentage to the Fixed Account or a Fund
Account; however, all allocations must be made in 5% increments and in
aggregate must total 100%. Premium payments will be allocated net of the
Premium Load for Taxes specified in the Coverage Verification Pages.

23
<PAGE> 30
PREMIUM PAYMENTS (CONTINUED)

INTERRUPTIONS OF PREMIUM PAYMENTS
If the Owner ceases to pay (or have paid) the periodic premium payments or
lump sum premiums, the insurance will remain in force, subject to the terms
and conditions of the Policy, by continuing to deduct the Monthly Deduction
from the Cash Value. The insurance will remain in force, subject to the
terms and conditions of the Policy, until the Net Cash Value is insufficient
to cover the Monthly Deduction, as provided in the Lapse and Grace Period
for Insured provisions.

GRACE PERIOD FOR INSURED
If the Net Cash Value for any Insured on the date that a Monthly Deduction
is due is less than the required Monthly Deduction, a Grace Period for
Insured of at least 61 days will be granted to the Owner to pay a premium
sufficient to cover the required Monthly Deductions for the next premium
payment period. If such premium is not paid within the Grace Period for
Insured, the coverage will Lapse without value at the end of the Grace
Period for Insured.

At least 61 days before the end of the Grace Period for Insured, the Company
will notify the Owner that there is insufficient Net Cash Value to cover the
next Monthly Deduction. Failure to give notice will not extend the Death
Benefit beyond the grace period. If the Insured dies during the Grace
Period for Insured, the Company will deduct any overdue Monthly Deduction
from the Death Benefit payable.

24
<PAGE> 31
FUND ACCOUNT PROVISIONS

SEPARATE ACCOUNT AND FUND ACCOUNTS
Assets accumulated by the Company under the Policy and other variable life
insurance policies on a variable basis are held in the Separate Account
designated in the Coverage Verification Pages. The Separate Account was
established by a resolution of the Company's Board of Directors as a
separate account under the governing laws of Connecticut, the Company's
state of domicile, and registered as a unit investment trust under the
Investment Company Act of 1940 (the "Act"). Under Connecticut law, the
Separate Account assets (except assets in excess of its reserves and other
contractual liabilities) cannot be charged with the general liabilities of
the Company. The Separate Account assets are owned and controlled
exclusively by the Company, and the Company is not a trustee with respect to
these assets.

The Separate Account's assets are invested in shares of Funds made available
as funding vehicles under the Policy. For each Fund that is offered as a
funding vehicle, the Company maintains Variable Accumulation Units whose
values reflect the investment performance of the Fund.

Each Fund Account Value under this Certificate reflects the aggregate number
of Variable Accumulation Units for the Related Fund purchased by the Owner.
Variable Accumulation Units are purchased by the Owner through allocation of
Net Premium Payments, or transfer of Fixed, Loan, or other Fund Account
Values to the Fund Account. Variable Accumulation Units for different Funds
will have different values due to the differing investment performances of
the Funds.

The Company reserves the right to take certain actions in connection with
the operation of the Separate Account. Any such actions will be taken in
accordance with applicable laws (including obtaining any required regulatory
approvals). Specifically, the Company reserves the right to:
- add, combine, or remove any Fund Account,
- create new Separate Accounts,
- combine the Separate Account with one or more other separate
accounts,
- operate the Separate Account as a management investment
company under the Act or in any other form permitted by law,
- deregister the Separate Account under the Act,
- manage the Separate Account under the direction of a committee
or discharge such committee at any time,
- transfer any assets in any Fund Account to another Fund Account,
or to one or more separate accounts or to our general account, and
- to take any actions necessary to comply with, or to obtain and
continue any exemptions from, the Act.

The assets of the Separate Account shall be valued as often as policy
benefits vary, but no less often than monthly.

INVESTMENT RISK
Each Fund Account's value is always determined by the number and value of
the Variable Accumulation Units for the Related Fund held by the Owner under
the Certificate. The change in value of the Variable Accumulation Units for
each Fund is always determined by the Fund's share values, the per share
mortality and expense charges under the Policy, and the per share charges or
credits for taxes attributable to the operation of the Separate Account.
Fund Share values may vary reflecting the risks of changing economic
conditions and the ability of a Fund's investment adviser to manage that
Fund and anticipate changes in economic conditions. The Owner bears the
entire investment risk of gain or loss of Fund Account assets.

25
<PAGE> 32
FUND ACCOUNT PROVISIONS (CONTINUED)

INVESTMENTS OF THE FUND ACCOUNT ASSETS
All amounts allocated to a Fund Account will be used to purchase Variable
Accumulation Units for the Related Fund. Each Fund is registered and
regulated under the Act as an open-end management investment company or a
portfolio of an open-end management investment company.

All Funds available as funding vehicles under the Policy as of the
Certificate Effective Date are listed in the application for the Certificate
and in the Coverage Verification Pages. The Company may add or delete Funds
at any time or may change Funds in accordance with the Substitution or
Elimination of Securities provision.

Any and all distributions made by a Fund will be reinvested in additional
shares of that Fund at the then current net asset value. Deductions by the
Company from a Fund Account for taxes attributable to operation of the
Separate Account and for mortality and expense charges will be made by
redeeming a number of Fund shares at the then current net asset value equal
in total value to the amount to be deducted. Such reinvestment and
deductions will affect the value, but not the number, of the Variable
Accumulation Units for the Related Fund held by the Owner in the Fund
Account.

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

26
<PAGE> 33
FUND ACCOUNT PROVISIONS (CONTINUED)

TRANSFER PRIVILEGE
At any time while the Policy is in effect, other than during the 30-Day
Right to Examine period, the Owner may transfer all or part of the Fund
Account Values to the Fixed Account and/or to one or more of the Fund
Accounts then available under the Policy. The Owner may transfer part of
the Fixed Account Value to one or more Fund Accounts, subject to the
provisions set forth below. Transfers may be made in writing, or by
telephone if telephone transfers have been previously authorized in writing.
Transfer requests must be received at the Customer Service Center prior to
the time of day set forth in the prospectus on a day on which the New York
Stock Exchange ("NYSE") is open for business, in order to be processed as
of the close of business on the date the request is received; otherwise, the
transfer will be processed on the next business day the NYSE is open for
business. The Company will not be legally responsible for: (a) any
liability if acting in good faith upon any transfer instructions given by
telephone; or (b) for the authenticity of such instructions.

27
<PAGE> 34
FUND ACCOUNT PROVISIONS

TRANSFER PRIVILEGE (CONTINUED)
Transfers involving Fund Accounts will reflect the purchase or cancellation
of Variable Accumulation Units having an aggregate value equal to the dollar
amount being transferred to or from a particular Fund Account. The purchase
or cancellation of such units shall be made using Variable Accumulation Unit
Values of the applicable Fund Account determined as of the end of the
Valuation Period in which the transfer is effective. Transfers to the
Fixed Account will earn interest as specified under the Fixed Account Value
provision.

Unless otherwise changed by the Company to be less restrictive, transfers
shall be subject to the following conditions: (a) Up to [12] transfers may
be made during any Policy Year without charge; however, for each transfer in
excess of [12], a transfer fee as set forth in the Coverage Verification
Pages will be deducted on a pro rata basis from the Fixed Account and/or
Fund Accounts from which the transfer is being made; (b) No Partial
Surrender transaction fee will be imposed as a result of the transfer; (c)
The amount being transferred may not be less than [$250] unless the entire
value of a Fund Account is being transferred; (d) The amount being
transferred may not exceed the Company's maximum amount limit then in
effect; (e) Transfers among the Fund Accounts or from a Fund Account to the
Fixed Account can be made at any time; (f) Transfers from the Fixed Account
are subject to the Limits on Transfers provision as set forth below; (g) Any
value remaining in the Fixed Account or a Fund Account following a transfer
may not be less than [$250]; (h) Transfers involving Fund Account(s) shall
be subject to such additional terms and conditions as may be imposed by the
Funds.

Any transfer made which causes the remaining aggregate value of Variable
Accumulation Units for a Fund Account to be less than $250 will result in
those remaining Variable Accumulation Units being transferred as a part of
the requested transfer.

LIMITS ON TRANSFERS
Transfers from the Fixed Account may only be made during the 30-day period
following each Policy Anniversary Date and are subject to a maximum
aggregate annual limit of [25%] of the Fixed Account Value as of that Policy
Anniversary Date. Additionally, the Company has the right to limit the
dollar amount of such transfers. Additional limitations on transfers are
set forth in the Transfer Privileges provision.

28
<PAGE> 35
CERTIFICATE VALUE PROVISIONS

CASH VALUE
The Cash Value at the end of any day (after the NYSE closing time) equals:
a) The Fixed Account Value at the end of that day; plus
b) The Loan Account Value at the end of that day; plus
c) The sum of the Fund Account Values at the end of that day.

FIXED ACCOUNT VALUE
The Fixed Account Value at the end of the day preceding the Certificate
Effective Date is zero.

The Fixed Account Value at the end of any subsequent day equals:
a) The Fixed Account Value at the end of the preceding day; plus
b) All portions of Net Premium Payments allocated to the Fixed
Account during that day; plus
c) All amounts transferred into the Fixed Account from Fund Accounts
or the Loan Account; minus
d) All amounts charged to the Fixed Account during that day to pay
all or part of any Monthly Deductions due under this
Certificate; minus
e) All amounts transferred out of the Fixed Account during that day
for Surrenders, Partial Surrenders, Loans, or Fund Transfers;
minus
f) All amounts charged to the Fixed Account during that day to pay
all or part of any transaction fees or other charges due under
this Certificate; plus
g) Interest accrued on the sum of a) minus d) minus e) minus f).

Interest will accrue on the Fixed Account daily at a rate which will be the
greater of:
- 4% effective annual yield (.010746% compounded daily); or
- a rate determined by the Company from time to time.
Such rate will be established on a prospective basis.

The rate to be credited will be announced by the Company from time to time.

LOAN ACCOUNT VALUE
The Loan Account Value will be equal to the sum of all amounts transferred
into the Loan Account as provided for under this Certificate, plus interest
credited to the Loan Account daily at a rate which will produce an effective
annual yield of not less than 6%.

FUND ACCOUNT VALUE
Each Fund Account Value during any Valuation Period shall be determined by
multiplying the number of Variable Accumulation Units held in such Fund
Account under this Certificate at the end of the Valuation Period by the
Variable Accumulation Unit Value for that Fund Account during the Valuation
Period.

29
<PAGE> 36
CERTIFICATE VALUE PROVISIONS (CONTINUED)

CREDITING AND CANCELLING VARIABLE ACCUMULATION UNITS
The number of Variable Accumulation Units in a Fund Account will be
increased to reflect portions of Net Premium payments allocated to that Fund
Account and to reflect amounts transferred to that Fund Account from the
Fixed Account, the Loan Account, or from other Fund Accounts. The number of
Variable Accumulation Units in the Fund Account will be decreased to reflect
portions of the Monthly Deduction, Transaction Fees, or other charges which
are charged to a Fund Account as provided for in this Certificate. The
number of Variable Accumulation Units in a Fund Account will also be
decreased when funds are transferred out of the Fund Account for Surrenders,
Partial Surrenders, Loans, Fund Transfers, or such other transfers as are
provided for in this Certificate. The number of Variable Accumulation Units
to be credited or charged to a Fund Account is determined by dividing the
dollar amount credited or charged to the particular Fund Account by the
Variable Accumulation Unit Value for the particular Fund Account for the
Valuation Period during which the change in the number of Variable
Accumulation Units will occur.

VARIABLE ACCUMULATION UNIT VALUE
The Variable Accumulation Unit Value for each Fund Account was established
at $10.00 for the first Valuation Period of the particular Fund Account.
The Variable Accumulation Unit Value for that Fund Account for any
subsequent Valuation Period is determined by multiplying the Variable
Accumulation Unit Value for that Fund Account for the immediately preceding
Valuation Period by the Net Investment Factor for that Fund Account for the
current Valuation Period. The Variable Accumulation Unit Value may
increase, decrease or remain constant from Valuation Period to Valuation
Period.

NET INVESTMENT FACTOR
The Net Investment Factor is an index applied to measure the investment
performance of a Fund 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 Fund 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 share of the Related Fund determined as of the end of the Valuation
Period; plus

(2) the per-share amount of any dividend or other distribution declared
by the Related Fund if the 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
Separate Account;

30
<PAGE> 37
CERTIFICATE VALUE PROVISIONS

NET INVESTMENT FACTOR (CONTINUED)
(b) is the net asset value of a share of the Related Fund determined as of
the end of the preceding Valuation Period; and

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

The asset charge factor for any Valuation Period is equal to the daily asset
charge rate multiplied by the number of 24-hour periods in the Valuation
Period multiplied by the Fund Account's value as of the end of the preceding
Valuation Period. The daily asset charge rate will be determined annually
by the Company, but in no event may it exceed the maximum specified in the
Coverage Verification Pages.

MONTHLY COST OF INSURANCE RATES
The Monthly Cost of Insurance Rates are based on the Insured's Attained
Age, the type of benefit, the size and type of group, gender mix of the
group, expectations of participation, the Eligible Class of Insured,
experience and persistency of the group, federal and state taxes, rating
classes, expectations due to future mortality, and whether premiums for that
Insured are paid directly to the Company or through payroll deductions.
Adjustments in the Monthly Cost of Insurance Rates may be made by the
Company from time to time, but not more than once a year, and will apply to
Insureds of the same Eligible Class. Under no circumstances will the
Monthly Cost of Insurance Rates for Life Insurance ever be greater than
those shown in the Table of Guaranteed Maximum Life Insurance Rates. Such
guaranteed maximum rates are based on 150% of the 1980 Commissioners
Standard Ordinary Male Mortality Table (age last birthday).

MONTHLY DEDUCTION
The Monthly Deduction will be due on the first of each calendar month and
will be deducted from the Fixed Account and the Fund Accounts. The Monthly
Deduction will be the sum of:
- the Monthly Cost of Insurance Rate for life insurance, based on the
Insured's Attained Age, multiplied by the Coverage Amount on that date;
and
- the Monthly Cost of Insurance Rate for additional benefits, if any,
multiplied by the Insured's Coverage Amount for each such additional
benefit; and
- the Monthly Cost of Insurance Rate for all Insured Dependent Children,
if Dependent Child coverage is elected, multiplied by the Insured
Dependent Child Coverage Amount; and
- the Monthly Administrative Fees as set forth in the Coverage Verification
Pages.

The Monthly Administrative Fees may be different for each Eligible Class of
Insureds. A Monthly Administrative Fee will be charged to each Certificate.

An additional Monthly Administrative Fee will be charged to each Certificate
with an accumulated Cash Value in any Fund Account. This additional Monthly
Administrative Fee will be waived for each month in which the Certificates'
Net Cash Value is greater than $10,000.

The Monthly Administrative Fees may change from time to time. The maximum
amounts of these Monthly Administrative Fees are set forth in the Coverage
Verification Pages.

The amount of the Monthly Deduction will be deducted from the Fixed Account
and each Fund Account in the same proportion that the value of each account
bears to the sum of the Fixed Account Value and the Fund Account Values as
of the date on which the deduction is made.

31
<PAGE> 38
CERTIFICATE VALUE PROVISIONS (CONTINUED)

NET CASH VALUE
The Net Cash Value at the end of any day (after the NYSE closing time)
equals:
a) the Cash Value at the end of that day; minus
b) the Current Outstanding Loan Balance at the end of that day.

The Current Outstanding Loan Balance equals the current Loan Balance plus
all interest accrued but not paid.

LAPSE (INSUFFICIENT NET CASH VALUE)
If the Net Cash Value on any date is insufficient to cover any due but
unpaid Monthly Deduction, the insurance for that person and any riders will
terminate at the end of the Grace Period for Insured. This termination will
be termed a Lapse under the Policy.

BASIS OF COMPUTATIONS
A detailed statement of the method of computing all values under this
Certificate will be filed with the insurance department of any jurisdiction
where required.

32
<PAGE> 39
SURRENDERS, LOANS AND REINSTATEMENT PROVISIONS

SURRENDER
The Owner may terminate his insurance and Surrender the Certificate at any
time by submitting a written request in a form acceptable to the Company
along with his Certificate, including the Coverage Verification Pages. Upon
Surrender, the Owner will receive the Net Cash Value as of the date of
Surrender, less any applicable Surrender fee and less any other amounts due
the Company under this Certificate.

The Company will charge a transaction fee as set forth in the Coverage
Verification Pages for Surrender and the transaction fee will be deducted
from the amount of the Surrender received by the Owner.

Payment of the proceeds of a Surrender is subject to the Deferment of
Payments provision of this Certificate.

PARTIAL SURRENDER
A Partial Surrender may be elected by the Owner on any day while this
Certificate is in effect by submitting a signed written request in a form
satisfactory to the Company. The amount of the Partial Surrender must be at
least [$250] and may not exceed 90% of the Net Cash Value at the time such
Partial Surrender is processed by the Company.

When a Partial Surrender is made, the amount of the Partial Surrender will
be deducted from the Fixed Account and the Fund Accounts. Unless the Company
and the Owner agree otherwise, the amount of the Partial Surrender will be
charged to the Fixed Account and the Fund Accounts in shares that reflect
the same proportion to the amount of the Partial Surrender as each of such
accounts bears to the sum of the Fixed Account Value and the Fund Account
Values.

The Company will charge a transaction fee as set forth in the Coverage
Verification Pages for each Partial Surrender and the Company reserves the
right to limit the number of Partial Surrenders in a 12-month period. The
transaction fee will be deducted from the amount of the Partial Surrender
received by the Owner.

Payment of Partial Surrender amounts is subject to the Deferment of Payments
provision of this Certificate.

LOAN PROVISIONS
Provided there is sufficient Net Cash Value as specified below, the Company
will grant a Loan against an Insured's Cash Value. The Owner will be
required to sign a proper Loan agreement, including an Assignment of the
Certificate to the Company, in a form approved by the Company, and such
other documents as may be required by the Company at the time. The Insured's
Cash Value will be the security for the Loan and for any accrued interest
not yet paid to the Company. The minimum Loan amount is [$250]; however, the
Company reserves the right to change this amount from time to time.

33
<PAGE> 40
SURRENDERS, LOANS AND REINSTATEMENT PROVISIONS

LOAN PROVISIONS (CONTINUED)
The Company will not grant a Loan in an amount that exceeds 90% of the Net
Cash Value at the time the Loan is processed. Further, the Company will not
grant a Loan which would require that the Loan Account Value be greater than
90% of the Cash Value.

The payment of the Loan amount is subject to the Deferment of Payment
provisions of this Certificate.

Interest will accrue daily on the Loan Balance at a rate which will produce
an effective annual yield of 8%. Accrued Loan interest is due and payable to
the Company on the Policy Anniversary Date or upon Surrender or termination
of the Certificate or as otherwise agreed by the Owner and the Company.
Interest which remains unpaid 30 days after it becomes due and payable will
be added to the Loan Balance as of the date upon which it was payable.

The Loan Balance shall equal, at any time, the sum of all Loans granted
under the Certificate, less any Loan repayments, plus all unpaid interest
added to the Loan Balance as described above.

The Current Outstanding Loan Balance shall equal the current Loan Balance
plus all interest accrued but not yet payable on the Loan Balance.

Unless otherwise agreed between the Owner and the Company, the amount of any
such Loan will be transferred into the Loan Account from the Fixed Account
and each of the Fund Accounts in amounts that reflect the same proportion to
the amount of the Loan as the value of each of such accounts bears to the
sum of the Fixed Account Value and the Fund Account Values. Additional
amounts will be transferred to the Loan Account as additional Loans are
made and as interest is added to the Loan Balance.

Upon Surrender, payment of the Death Benefit under the Certificate, or
termination of the Certificate for any other reason, the Loan Account will
be paid to the Company in repayment of the Current Outstanding Loan Balance.
To the extent the Current Outstanding Loan Balance exceeds the Loan Account
Value upon such Surrender, payment of the Death Benefit, or termination for
any other reason, the excess will be deducted from the Cash Value or reduce
the payment of proceeds under the Certificate.

The Current Outstanding Loan Balance may be repaid in full or in part at any
time during the lifetime of the Insured; however, the minimum Loan repayment
amount is [$25.00] or the amount of the Current Outstanding Loan Balance, if
less. The amount of any Loan repayment will be transferred from the Loan
Account into the Fixed Account and the Fund Accounts in the proportion in
which current Net Premium Payments are being allocated to those accounts,
unless otherwise agreed to in writing by the Owner and the Company.

34
<PAGE> 41
SURRENDERS, LOANS AND REINSTATEMENT PROVISIONS (CONTINUED)

REINSTATEMENT
If an Insured's coverage has Lapsed, it may be reinstated at any time prior
to three years after the date of Lapse if:
- the Insured's Certificate has not been Surrendered; and
- a written request for Reinstatement and a new application form are sent
to the Company; and
- at his own expense, satisfactory evidence of good health is submitted
to the Company; and
- premiums are paid equal to two times the Monthly Deduction; and
- the Current Outstanding Loan Balance plus interest accrued from date of
Lapse is reinstated if not paid.

The effective date of the reinstated coverage will be the date the Company
agrees in writing to accept the Insured.

If an Insured's coverage Lapses while on an Employer-approved leave of
absence under the Family and Medical Leave Act, it may be reinstated within
31 days of returning to Active Service without providing evidence of good
health. Reinstatement will be subject to new incontestability and suicide
periods.

35
<PAGE> 42
TERMINATION PROVISIONS

INDIVIDUAL TERMINATIONS
The insurance on [an Insured Employee, Insured Spouse, Former Insured
Employee, Former Insured Spouse, Former Insured Dependent Child, Retiree,
and Leave of Absence Employee] will cease on the earliest date below:
- the date the Policy terminates, if no continuation is specifically
provided for in the Continuation section of the Policy; or
- the date the Insured's coverage Lapses; or
- the date the Insured's Certificate is Surrendered; or
- the date the Insured is no longer eligible for the Class in which he
was insured, if no continuation is specifically provided for in the
Continuation section of the Policy; or
- the date of death of the Insured.

If the Policy terminates or the Insured ceases to qualify for his Eligible
Class, and continuation of coverage is not specifically provided for in the
Continuation Provisions, the Insured's coverage may be converted as provided
in the Conversion Privilege section. If the Insured's coverage Lapses or is
Surrendered, neither Continuation nor Conversion is available.

[The insurance on an Insured Dependent Child will cease on the earliest date
below:
- the date of Individual Termination (as described above) of the
Certificate of Insurance under which the Dependent Child is
insured; or
- the date the Owner terminates the coverage for the Insured Dependent
Child; or
- the first of the month after the date the Insured Dependent
Child is no longer eligible for the insurance as a Dependent
Child; or
- the date the Insured Dependent Child becomes the Owner of his own
Group Variable Universal Life Insurance Certificate; or
- the date of death of the Insured Dependent Child.]

POLICY TERMINATION
The Employer may terminate the Policy by giving the Company written notice
60 days before the termination date. The Company may terminate the Policy
by giving the Employer written notice 60 days before the termination date.

The Employer will give written notice of termination to the Owners at least
31 days before the termination date. No additional persons will be insured
under the Policy after the termination date; however, persons insured under
the Policy on the termination date may continue their coverage as provided
for in the Continuation section. All premium payments will then be
payable directly to the Company.

Notwithstanding the above, [an Insured Employee, Former Insured Employee,
Insured Spouse, and Former Insured Spouse] who continues his coverage after
termination of the Policy may insure his Dependent Child(ren), subject to
the terms and conditions set forth herein.

The Employer will furnish all necessary data to the Company, including the
current addresses for all Insureds, as of 31 days prior to termination, and
shall continue to provide the Company any information and data which the
Company reasonably determines it may need to meet its obligations under the
Policy until such obligations are ended.

36
<PAGE> 43
CONTINUATION PROVISIONS

LOSS OF ELIGIBILITY
If an Insured Employee ceases to be eligible as an Insured Employee, his
coverage continues [if any of the following events occurs:
- he becomes eligible as a Retiree, in which case he continues as a
Retiree with up to [$!] of his Coverage Amount or multiple of his
Annual Compensation; or]
[ - he becomes eligible as a Leave of Absence Employee, in which case he
continues as a Leave of Absence Employee with up to [$!] of his
Coverage Amount or multiple of his Annual Compensation; or]
- he becomes eligible as a Former Insured Employee, in which case he
continues as a Former Insured Employee with up to [$!] of his
Coverage Amount or multiple of his Annual Compensation.

[If an Insured Spouse ceases to be eligible as an Insured Spouse, his
coverage continues if any of the following events occurs:
- the Employee terminates employment with the Employer, in which case
the Insured Spouse continues as a Former Insured Spouse with up to
[$!] of his Coverage Amount; or
- the Employee dies, in which case the Insured Spouse continues as a
Former Insured Spouse with up to [$!] of his Coverage Amount; or
- the Insured Spouse is no longer married to the Employee, in which
case the Insured Spouse continues as a Former Insured Spouse with up
to [$!] of his Coverage Amount.

[An Insured Dependent Child's coverage continues if the Insured Employee or
Insured Spouse through whom he became insured is eligible to continue
coverage.]

[If a Leave of Absence Employee ceases to be eligible as a Leave of Absence
Employee, his coverage continues if any of the following events occurs:
- he becomes eligible as a Retiree, in which case he continues as a
Retiree with up to [$!] of his Coverage Amount or multiple of his
Annual Compensation; or
- he becomes eligible as a Former Insured Employee, in which case he
continues as a Former Insured Employee with up to [$!] of his
Coverage Amount or multiple of his Annual Compensation; or
- he becomes eligible as an Employee, in which case he continues up to
100% of his Coverage Amount.]

37
<PAGE> 44
CONTINUATION PROVISIONS (CONTINUED)

POLICY TERMINATION
If the Policy terminates and the Insured Employee is not eligible for
coverage under a Successor Plan, he continues as a Former Insured Employee,
with up to [$!] of his Coverage Amount or multiple of his Annual
Compensation.

[If the Policy terminates and the Insured Spouse is not eligible for
coverage under a Successor Plan, he continues as a Former Insured Spouse,
with up to [$!] of his Coverage Amount.]

[If the Policy terminates and the Leave of Absence Employee is not eligible
for coverage under a Successor Plan, he continues as a Former Insured
Employee, with up to [$!] of his Coverage Amount or multiple of his Annual
Compensation.]

If the Policy terminates and [a Former Insured Employee, Former Insured
Spouse, Former Insured Dependent Child, or Retiree] is not eligible under a
Successor Plan, [each] continues as an Insured in the same Eligible Class,
with up to [$!] of his Coverage Amount or multiple of his Annual
Compensation.

If the Policy terminates and the Insured is eligible for coverage under a
Successor Plan, he may not continue coverage under the Policy.

NET CASH VALUE $250 OR GREATER
If the above Continuation Provisions do not provide for continuation of
coverage under this Certificate, but the Net Cash Value under this
Certificate is [$250] or greater, the coverage under this Certificate
continues. [An Insured Employee, a Leave of Absence Employee, a Retiree, or
a Former Insured Employee] will continue as a Former Insured Employee; [an
Insured Spouse or a Former Insured Spouse will continue as a Former Insured
Spouse; and a Former Dependent Child will continue as a Former Dependent
Child.]

38
<PAGE> 45
[CONVERSION PROVISIONS

CONVERSION PRIVILEGE
If all or part of the Coverage Amount for an Insured ends because the
Insured ceases to be a member of an Eligible Class, the Owner may convert up
to the amount of insurance which ends, less any amount which the Insured
becomes eligible to continue or replace under the Policy or under a
Successor Plan.

If coverage for an Insured ends because the Policy terminates and the
individual has been insured under the Policy for at least three years, the
Owner may convert up to [$10,000], less any amount which the Insured
becomes eligible to continue or replace under the Policy or under a
Successor Plan.

To convert, the Owner may apply for any type of life insurance currently
being issued by the Company at the age and in the amount applied for, except
that the new insurance may not:
- be term insurance; or
- contain disability or any other supplemental benefits.

To apply for conversion insurance, the Owner must, within 31 days after
coverage under the Policy ends:
- submit an application to the Company; and
- pay the required premium.

Conversion coverage will become effective on the 31st day after the date
coverage under the Policy ends, provided: (a) the application has been
received by the Company; and (b) the required premium has been paid.
Evidence of insurability will not be required for the converted amount.

Premium for the conversion insurance will be based on:
- the age and class of risk of the Insured; and
- the type and amount of coverage issued.

If the Insured dies during the 31-day conversion period, life insurance
benefits will be paid under the group Policy, regardless of whether he
applied for conversion insurance. If a conversion policy is issued, it will
replace coverage for that type and amount of insurance from the Policy.

EXTENSION OF CONVERSION PERIOD
If an Insured is eligible for conversion, and the Owner is not notified of
this right at least 15 days prior to the end of the 31-day conversion
period, the conversion period will be extended. The Owner will have 15 days
from the date notice is given to apply for conversion insurance. In no
event will the conversion period be extended beyond 60 days. Notice, for
the purposes of this section, means written notice presented to the Owner by
the Employer or mailed to the Owner's last known address as reported by the
Employer.

If the Insured dies during the extended conversion period, but more than 31
days after his coverage under the Policy terminates:
- life insurance benefits will not be paid under the Policy; and
- life insurance benefits will be paid under the conversion insurance,
provided: (a) the Insured's application for conversion insurance has
been received by the Company; and (b) the required premium has been
paid. ]

39
<PAGE> 46
TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE
RATES BASED ON 150% OF THE 1980 COMMISSIONERS
STANDARD ORDINARY MALE MORTALITY TABLE

PER $10,000 OF INSURANCE

<TABLE>
<CAPTION>
==========================================================================================================
Attained Age Monthly Rate Attained Age Monthly Rate
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
16 $ 1.99 37 $ 3.11
- ----------------------------------------------------------------------------------------------------------
17 $ 2.15 38 $ 3.35
- ----------------------------------------------------------------------------------------------------------
18 $ 2.27 39 $ 3.63
- ----------------------------------------------------------------------------------------------------------
19 $ 2.35 40 $ 3.94
- ----------------------------------------------------------------------------------------------------------
20 $ 2.37 41 $ 4.28
- ----------------------------------------------------------------------------------------------------------
21 $ 2.37 42 $ 4.64
- ----------------------------------------------------------------------------------------------------------
22 $ 2.35 43 $ 5.04
- ----------------------------------------------------------------------------------------------------------
23 $ 2.30 44 $ 5.47
- ----------------------------------------------------------------------------------------------------------
24 $ 2.25 45 $ 5.92
- ----------------------------------------------------------------------------------------------------------
25 $ 2.19 46 $ 6.41
- ----------------------------------------------------------------------------------------------------------
26 $ 2.15 47 $ 6.93
- ----------------------------------------------------------------------------------------------------------
27 $ 2.14 48 $ 7.48
- ----------------------------------------------------------------------------------------------------------
28 $ 2.12 49 $ 8.10
- ----------------------------------------------------------------------------------------------------------
29 $ 2.15 50 $ 8.78
- ----------------------------------------------------------------------------------------------------------
30 $ 2.19 51 $ 9.57
- ----------------------------------------------------------------------------------------------------------
31 $ 2.25 52 $ 10.45
- ----------------------------------------------------------------------------------------------------------
32 $ 2.34 53 $ 11.46
- ----------------------------------------------------------------------------------------------------------
33 $ 2.44 54 $ 12.58
- ----------------------------------------------------------------------------------------------------------
34 $ 2.56 55 $ 13.78
- ----------------------------------------------------------------------------------------------------------
35 $ 2.71 56 $ 15.06
- ----------------------------------------------------------------------------------------------------------
36 $ 2.90 57 $ 16.42
==========================================================================================================
</TABLE>

40
<PAGE> 47
TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE
RATES BASED ON 150% OF THE 1980 COMMISSIONERS
STANDARD ORDINARY MALE MORTALITY TABLE

PER $10,000 OF INSURANCE
(CONTINUED)

<TABLE>
<CAPTION>
==========================================================================================================
Attained Age Monthly Rate Attained Age Monthly Rate
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
58 $ 17.86 79 $ 126.29
- ----------------------------------------------------------------------------------------------------------
59 $ 19.44 80 $ 138.01
- ----------------------------------------------------------------------------------------------------------
60 $ 21.20 81 $ 151.28
- ----------------------------------------------------------------------------------------------------------
61 $ 23.20 82 $ 166.45
- ----------------------------------------------------------------------------------------------------------
62 $ 25.45 83 $ 183.54
- ----------------------------------------------------------------------------------------------------------
63 $ 27.98 84 $ 202.21
- ----------------------------------------------------------------------------------------------------------
64 $ 30.79 85 $ 222.14
- ----------------------------------------------------------------------------------------------------------
65 $ 33.82 86 $ 243.05
- ----------------------------------------------------------------------------------------------------------
66 $ 37.08 87 $ 264.86
- ----------------------------------------------------------------------------------------------------------
67 $ 40.53 88 $ 287.59
- ----------------------------------------------------------------------------------------------------------
68 $ 44.27 89 $ 311.42
- ----------------------------------------------------------------------------------------------------------
69 $ 48.41 90 $ 336.81
- ----------------------------------------------------------------------------------------------------------
70 $ 53.10 91 $ 364.47
- ----------------------------------------------------------------------------------------------------------
71 $ 58.48 92 $ 395.85
- ----------------------------------------------------------------------------------------------------------
72 $ 64.67 93 $ 434.54
- ----------------------------------------------------------------------------------------------------------
73 $ 71.72 94 $ 488.72
- ----------------------------------------------------------------------------------------------------------
74 $ 79.51 95 $ 575.26
- ----------------------------------------------------------------------------------------------------------
75 $ 87.89 96 $ 732.95
- ----------------------------------------------------------------------------------------------------------
76 $ 96.76 97 $ 1061.50
- ----------------------------------------------------------------------------------------------------------
77 $ 106.02 98 $ 1508.68
- ----------------------------------------------------------------------------------------------------------
78 $ 115.76 99 $ 1508.68
==========================================================================================================
</TABLE>

41
<PAGE> 48
OWNERSHIP AND ASSIGNMENT PROVISIONS

OWNER
Unless otherwise specified on the application or unless Ownership is
transferred in accordance with the provisions of the Policy:
- the [Insured Employee] will be the Owner of the coverage for himself,
[his Insured Spouse, his Former Insured Spouse, and his Insured
Dependent Child, if any;]
[ - the Former Insured Dependent Child will be the Owner of the coverage
for himself; and
- the Former Insured Employee, Retiree, and Leave of
Absence Employee will be the Owner of the coverage for himself, his
Former Insured Spouse, and his Insured Dependent Child, if any].

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

All rights and privileges of the Owner may be exercised without the consent
of any designated Beneficiary, unless the Owner has given up the right to
change the Beneficiary.

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

TRANSFER OF OWNERSHIP
The Owner may transfer all his rights and privileges by Assignment to a
third party. On the effective date of transfer, that third party will
become the Owner and will have all the rights and privileges of the Owner.
The Owner may revoke any transfer prior to its effective date.

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

A transfer of ownership or a revocation of transfer must be in writing in a
form satisfactory to the Company and filed with the Company. A transfer or
a revocation will take effect on the later of the effective date specified
by the Owner or the date it is recorded by the Company. Any payment made or
any action taken or allowed by the Company before a transfer or a revocation
is recorded and effective, will be without prejudice to the Company. The
Company does not assume responsibility for the validity or sufficiency of
any Assignment.

42
<PAGE> 49
BENEFICIARY PROVISIONS

BENEFICIARY DESIGNATION
The Owner may designate a Beneficiary to whom the proceeds will be paid in
the event of death of the Insured. Upon the death of an Insured Dependent
Child, the Coverage Amount will be paid to the Owner of the Certificate
under which the Insured Dependent Child was covered unless otherwise
designated by the Owner.

If a Beneficiary dies before the Insured, that Beneficiary's interest will
end; such Beneficiary's share will be paid in equal shares to the other
Beneficiaries, if there are any. This does not apply if other arrangements
have been filed with the Company.

If there is no surviving Beneficiary or the Owner has not designated a
Beneficiary, benefits will be paid to the first surviving class of the
following classes of Beneficiaries:
- the Insured's Spouse; or
- the Insured's Child or Children; or
- the Insured's parents; or
- the Insured's siblings.

If there is no surviving member of any of the above classes, the benefits
will be paid to the Owner or Owner's estate. If the Beneficiary is a minor
or is not able to give valid receipt for any payment due him, such payment
will be made to his legal guardian.

Payment in the manner described above will release the Company from all
liability to the extent of any payment made.

CHANGE OF BENEFICIARY
The Owner may change the Beneficiary at any time without the consent of the
Beneficiary, unless the Beneficiary designation is irrevocable. Any change
must be made in writing in a form satisfactory to the Company and signed by
the Owner. Consent of the Beneficiary will not be required to effect any
changes other than an irrevocable Beneficiary designation.

No change in Beneficiary will take effect until this form is received by the
Company. When this form is received, the change will take effect as of the
date of the form. If the Insured dies before the form is received, the
Company's obligations under the Policy will be satisfied to the extent of
any payment that was made before receipt of the form.

43
<PAGE> 50
GENERAL PROVISIONS

MISSTATEMENT OF AGE
If an Insured's age has been misstated, the Company will adjust all benefits
to the amounts that the cost of insurance deducted would have purchased for
the correct age, subject to the Qualification Under Internal Revenue Code
provision.

INCONTESTABILITY
The Company will not contest the validity of this insurance after it has
been in force for two years from the date of issue or Reinstatement, except
for nonpayment of premiums. No statement made by an Insured as to his
insurability will be used to contest the validity of the insurance after it
has been in force prior to the contest for a period of two years during the
Insured's lifetime. No statement made by an Insured will be used to contest
the validity of his coverage unless it is made in writing, signed by him and
a copy given to him or his Beneficiary. Any increase in the Coverage Amount
effective after an Insured first becomes insured or reinstates coverage will
be incontestable only after such increase has been in force for two years
during the Insured's lifetime. The basis for contesting an increase in the
Coverage Amount will be limited to material misrepresentations made in the
application for the increase.

ANNUAL CERTIFICATE REPORT
The Company will send a report to each Owner once a year to be attached to
the Certificate. The report will show the current Coverage Amount, the
Death Benefit, the Cash Value, and any Loan Balance. The report will also
show interest earned, gains and losses in the Fund Accounts, premiums paid
and any other information required by applicable laws.

PAYMENT OF PROCEEDS
Proceeds, as used in the Policy, means an amount payable:
- on the date an Owner Surrenders the Certificate; or
- upon the death of the Insured.

The proceeds payable upon receipt of due proof of an Insured's death will be
as described in the Death Benefit section. If an Insured dies as a direct
result of an accidental bodily injury, the proceeds may also include any
supplemental benefit, if available and elected.

If an Owner Surrenders the Certificate, the proceeds will be the Net Cash
Value less any applicable Surrender fee and less any other amounts due the
Company under this Certificate. The proceeds are subject to the adjustments
described in the Policy.

DEFERMENT OF PAYMENTS
Amounts payable as a result of Loans, Surrenders, Partial Surrenders, or for
any other reason, will be paid upon receipt of such documentation as may be
required by the Company at the time. However, payment of amounts from the
Fund Accounts may be postponed when the NYSE is closed or when the
Securities and Exchange Commission (SEC) declares an emergency.
Additionally, the Company reserves the right to defer the payment of such
amounts from the Fixed Account for a period not to exceed 6 months from the
date written request is received by the Company. During any such deferred
period, the amount payable will bear interest as required by law.

44
<PAGE> 51
GENERAL PROVISIONS (CONTINUED)

SUICIDE
If an Insured commits suicide, while sane or insane, within two years from
the date his insurance becomes effective, his Death Benefit will be limited
to a refund of the premiums paid, less: (a) any Current Outstanding Loan
Balance; and (b) the amount of any Partial Surrenders.

If an Insured commits suicide, while sane or insane, within two years from
the effective date of any increase in the Insured's Coverage Amount, the
Death Benefit payment with respect to such increase will be limited to a
refund of the monthly charges for the cost of the increase.

QUALIFICATION UNDER INTERNAL REVENUE CODE
The Policy is designed to qualify as a life insurance policy under the
Internal Revenue Code, as amended, and to never become a Modified Endowment
Contract, as defined in Section 7702A of the Code. The Company reserves the
right to: (a) limit or decline an Insured's payments; (b) limit or decline
Coverage Amount changes; (c) amend the Policy and Certificates; (d)
distribute Cash Value; or (e) take any other action it deems necessary to
preserve the qualification of the Policy as a life insurance policy under
the Internal Revenue Code.

45
<PAGE> 52

COVERAGE VERIFICATION PAGE

OWNER: [Mr. John Doe GROUP POLICY NUMBER: [XXXXXXX]
123 Main Street
Anywhere, CT 06000] CERTIFICATE NUMBER: [XX-XXXXXX]

CERTIFICATE EFFECTIVE DATE: [XX/XX/XX]

INSURED: [John Doe] ISSUE AGE: [42] ELIGIBILITY CLASS: [Insured Employee]

POLICYHOLDER: [ABC Company] POLICY EFFECTIVE DATE: [XX/XX/XX]

EMPLOYER: [ABC Company] POLICY ANNIVERSARY DATE: [XX/XX]

LIFE INSURANCE BENEFITS:
Coverage Amount: [$40,000.00]
<TABLE>
<CAPTION>
ADDITIONAL BENEFITS RIDER EFFECTIVE DATE
<S> <C>
[Automatic Increase Feature: [Elected/Declined] XX/XX/XX]
[Dependent Child(ren) Term Insurance: [$!] XX/XX/XX]
[Accelerated Payment Benefit Rider XX/XX/XX]
[Paid-up Life Insurance Option Rider XX/XX/XX]
[Seat Belt Benefit Rider XX/XX/XX]
[Supplemental Accidental Death Benefit Rider XX/XX/XX]
[Supplemental Accidental Death & Dismemberment Benefit Rider XX/XX/XX]
[Supplemental Accidental Death, Dismemberment, Loss of Sight,
Speech & Hearing; or Paralysis Benefit Rider XX/XX/XX]
[Waiver of Cost of Life Insurance During Total Disability Rider XX/XX/XX]
</TABLE>

LOANS, SURRENDERS:
Loan and Surrender information only pertains if you have accumulated a Cash
Value.

MINIMUM LOAN AMOUNT: [$250.00]
MINIMUM PARTIAL SURRENDER: [$250.00]
SURRENDER FEE: [$25.00]
PARTIAL SURRENDER FEE: [$25.00]

[Beneficiary information may be verified by contacting the Company's Customer
Service Center at 95 Highland Avenue, Bethlehem, PA, 1.800.828.3485.]

THIS COVERAGE IS UNDERWRITTEN BY: Connecticut General Life Insurance Company.

<PAGE> 53

COVERAGE VERIFICATION PAGE (CONTINUED)

EXPENSE CHARGES AND FEES

PREMIUM LOAD FOR TAXES
A charge of up to 5.0% of each premium payment will be deducted to
cover applicable state taxes and federal income tax liabilities. The
current charge is [3.0%].

MONTHLY ADMINISTRATIVE FEE
A Monthly Administrative Fee will be charged to each Certificate in an
amount not to exceed $5.00 per month. The current Monthly
Administrative Fee to be charged to each Certificate is [$!] per
month.

For each Certificate which has accumulated Cash Value in any Fund
Account, an additional Monthly Administrative Fee will be charged, in
an amount not to exceed $3.00 per month. The current additional
Monthly Administrative Fee to be charged to each Certificate which has
accumulated a Cash Value in any Fund Account is [$!] per month. The
additional Monthly Administrative Fee for Certificates which have
accumulated Cash Value in any Fund Account will be waived for any
month in which the Net Cash Value of the Certificate is greater than
$10,000.

The sum of the two Monthly Administrative Fees will not exceed $6.00
per month.

CHARGES AND FEES ASSOCIATED WITH THE FUND ACCOUNTS
For mortality and expense risk, an asset charge is deducted from each
Fund Account at the end of each Valuation Period. This charge may be
changed by the Company from time to time, but it is guaranteed not to
exceed a daily rate which is equivalent to 0.90% annually of the Fund
Account's Value. As of the Certificate Effective Date, this charge
was equal to a daily rate which is equivalent to [.45%] annually.

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

TRANSACTION FEE
A transaction fee of [$25] will be charged for each fund transfer in
excess of [12] transfers made during any Policy Year and to each
Surrender and Partial Surrender.

CHANGES TO EXPENSES, FEES AND CHARGES
The Company reserves the right to change the Transaction Fees from
time to time. The Company also reserves the right to change the
Premium Load, the Monthly Administrative Fee, and the charges for
mortality and expense risk; however, these charges and fees may not
exceed the maximums set forth above.

<PAGE> 54

COVERAGE VERIFICATION PAGE (CONTINUED)

<TABLE>
<CAPTION>
FUND GROUPS FUNDS INITIAL ALLOCATION OF
NET PREMIUM PAYMENTS
<S> <C> <C>
Fund Manager A Fidelity VIP II Investment
Grade Bond Portfolio %
----------
Fidelity VIP Equity-Income Portfolio %
----------
Fidelity VIP II Asset Manager Portfolio %
----------
Fidelity VIP Overseas Portfolio %
----------
Fund Manager B TCI Growth %
----------
Fund Manager C CIGNA Variable Products
Money Market Fund %
----------
CIGNA Variable Products Index Fund %
----------

CIGNA FIXED ACCOUNT %
----------
TOTAL 100%
</TABLE>

NOTE: Net premium payments also may be allocated to the Fixed Account.

The Separate Account for the Policy is CG Variable Life Insurance Separate
Account A - A Connecticut General Life Insurance Company separate investment
account established on May 22, 1995.

LIMITS ON ALLOCATION OF NET PREMIUM PAYMENTS
There is no minimum allocation percentage to the Fixed Account or a
Fund Account; however, all allocations must be made in 5% increments
and in aggregate must total 100%. Premium payments will be allocated
after deduction of the Premium Load. If no allocation is made by the
Owner, all net premiums will be allocated to the Fixed Account.

LIMITS ON TRANSFERS FROM THE FIXED ACCOUNT
A Transfer from the Fixed Account to any or all of the Fund Accounts
may be made only during the 30-day period following each Policy
Anniversary Date and is subject to a maximum aggregate annual limit of
25% of the Fixed Account Value as of the Policy Anniversary Date.
Additionally, the Company has the right to limit the dollar amount of
such transfers. Additional limitations on Transfers are set forth in
the Transfer Privileges provision.

GUARANTEED MINIMUM INTEREST RATES
The interest rate used to credit interest on the Fixed Account Value
will be determined by the Company from time to time, but will never be
less than an effective annual rate of 4% (.010746% compounded daily).

The interest rate used to credit interest on the Loan Account Value
will be determined by the Company from time to time, but will never be
less than an effective annual rate of 6%. (As of the Certificate
Effective Date, the interest rate used to credit interest on the Loan
Account Value will be an effective annual rate of x%.)

<PAGE> 55
SUPPLEMENTAL ACCIDENTAL DEATH BENEFIT RIDER

This rider is made a part of the Policy/Certificate to which it is attached.
This rider takes effect on the Policy Effective Date unless a later date is
shown in the Coverage Verification Pages.

BENEFITS
The Company will pay the Supplemental Accidental Death Benefit, in addition
to the Life Insurance Death Benefit, to the Beneficiary of the [Insured
Employee, Insured Spouse, Former Insured Employee, Former Insured Spouse or
Leave of Absence Employee] who has elected and paid the applicable cost of
insurance for the Supplemental Accidental Death Benefit, when the Company
receives due proof of death. Death must result directly from an accidental
bodily injury, and independently of all other causes. Death must occur
within 90 days of the accident causing the injury and while coverage is in
force. The Supplemental Accidental Death Benefit payable will be equal to
the Insured's Coverage Amount in force on the date of his death.

LIMITATIONS
Benefits under this rider will not be paid if the accidental death in any
way results from:
- intentionally self-inflicted injury, suicide or any attempt
thereat, while sane or insane (except in Missouri, while sane);
- mental infirmity;
- sickness, disease, bodily infirmity, or bacterial or viral
infection, even if contracted by accident. This exclusion does
not apply to bacterial infection that is the natural and
foreseeable result of an accidental external cut or wound;
- declared or undeclared war, an act of war, or service in any
military force of any country while such country is engaged in
war;
- performing police duty as a member of a military organization;
- taking part in the commission of a felony;
- voluntary use of any controlled substance, unless prescribed for
the Insured by his Physician. The term "controlled substance" is
defined in Title II of the Federal Comprehensive Drug Abuse
Prevention and Control Act of 1970, as now or hereafter amended;
or
- travel or flight in any aircraft, except as a passenger on a
commercial flight, Employer aircraft, or a military air transport
passenger flight.

TERMINATION
An Insured's Supplemental Accidental Death Benefit will cease on the
earliest date below:
- the date the Insured's insurance ceases as described in the
Certificate; or
- the last day for which the Insured has paid the required premium
for this rider; or
- the date this rider is cancelled; or
- the Policy Anniversary Date that is the same as or next follows
the retirement date of an Insured Employee; or
- the Policy Anniversary Date that is the same as or next follows
the [65th] birthday of [an Insured Spouse, Former Insured
Employee, Former Insured Spouse, or Leave of Absence Employee].

The Insured must notify the Company of the occurrence of any of the above
events. If premium is collected for this benefit beyond the date this
benefit ceases, such premium will be returned and no benefit will be
payable in the event of death.
<PAGE> 56
TERMINATION (CONTINUED)
[If an Insured Employee or Former Insured Employee's cost of life insurance
is waived as described in the Waiver of Cost of Life Insurance During Total
Disability Rider, his Supplemental Accidental Death Benefit will cease on
the date his Waiver of Cost of Life Insurance is approved by the Company.
This rider will be reinstated on the date his Waiver of Cost of Life
Insurance ceases, provided the required premium is paid to the Company for
his life insurance and his Supplemental Accidental Death Benefit Rider.]

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

/s/ DAVID C. KOPP /s/ THOMAS C. JONES
----------------- -------------------
Corporate Secretary PRESIDENT

2
<PAGE> 57
SUPPLEMENTAL ACCIDENTAL DEATH AND DISMEMBERMENT
BENEFIT RIDER

This rider is made a part of the Policy/Certificate to which it is attached.
This rider takes effect on the Policy Effective Date unless a later date is
shown in the Certificate Coverage Verification Pages.

BENEFITS
The Company will pay the Supplemental Accidental Death and Dismemberment
Benefit to the Insured's Beneficiary in the event of loss of life, and to
the Owner in the event of other covered losses, upon receipt of due proof
that the [Insured Employee, Insured Spouse, Former Insured Employee, Former
Insured Spouse, or Leave of Absence Employee] has suffered a loss, as shown
in the Table of Losses and Benefits while insured for the Supplemental
Accidental Death and Dismemberment Benefit. The loss must be as a direct
result of that injury, independent of all other causes. The loss must
occur within 90 days after the date of the accident causing the loss.

The Supplemental Accidental Death and Dismemberment Benefit payable will be
equal to the Coverage Amount in force on the Insured on the date of the
loss, multiplied by the percentage shown in the Table of Losses and
Benefits for such loss. The maximum that will be paid for all losses
resulting from injuries received by an Insured in any one accident will be
his Coverage Amount.

TABLE OF LOSSES AND BENEFITS

<TABLE>
<CAPTION>
TYPE OF LOSS % OF COVERAGE AMOUNT
<S> <C>
Loss of Life 100%
Loss of Both Hands 100%
Loss of Both Feet 100%
Loss of Entire Sight of Both Eyes 100%
Loss of One Hand and One Foot 100%
Loss of One Hand and Entire Sight of One Eye 100%
Loss of One Foot and Entire Sight of One Eye 100%
Loss of One Hand 50%
Loss of One Foot 50%
Loss of Entire Sight of One Eye 50%
Loss of Thumb and Index Finger
of the Same Hand 25%
</TABLE>

Loss of a hand or foot means complete Severance through or above the wrist
or ankle joint. Loss of sight means the total, permanent loss of sight of
the eye. The loss of sight must be irrecoverable by natural, surgical or
artificial means. Loss of a thumb and index finger means complete Severance
through or above the metacarpophalangeal joints (the joints between the
fingers and the hand).

(In California, loss of a thumb and index finger means loss by complete
Severance of at least one whole phalanx of each.) (In South Carolina, the
complete severance of four whole fingers from one hand equals the loss of
one hand.)

"Severance" means the complete separation and dismemberment of the part
from the body.

<PAGE> 58
LIMITATIONS
Benefits under this rider will not be paid if the loss in any way results
from:
- intentionally self-inflicted injury, suicide or any attempt thereat,
while sane or insane (except in Missouri while sane);
- mental infirmity;
- sickness, disease, bodily infirmity, or bacterial or viral infection,
even if contracted by accident. This exclusion does not apply to
bacterial infection that is the natural and foreseeable result of an
accidental external cut or wound;
- declared or undeclared war, an act of war or service in any military
force of any country while such country is engaged in war;
- performing police duty as a member of a military organization;
- taking part in the commission of a felony;
- voluntary use of any controlled substance, unless prescribed for the
Insured by his Physician. The term "controlled substance" is defined
in Title II of the Federal Comprehensive Drug Abuse Prevention and
Control Act of 1970, as now or hereafter amended; or
- travel or flight in any aircraft, except as a passenger on a
commercial flight, Employer aircraft, or a military air transport
passenger flight.

TERMINATION
[An Insured's] coverage provided by this rider will cease on the earliest
date below:
- the date the insurance ceases, as described in the Certificate; or
- the last day for which the Insured has paid the required premium for
this rider; or
- the date this rider is cancelled; or
- the Policy Anniversary Date that is the same as or next follows the
normal retirement date of an Insured Employee; or
- the Policy Anniversary Date that is the same as or next follows the
[65th] birthday of [an Insured Spouse, Former Insured Employee,
Former Insured Spouse, or Leave of Absence Employee].

[If an Insured Employee or Former Insured Employee's cost of life insurance
is waived as described in the Waiver of Cost of Life Insurance During Total
Disability Rider, his Supplemental Accidental Death and Dismemberment
Benefit will cease on the date his Waiver of Cost of Life Insurance is
approved by the Company. This rider will be reinstated on the date his
Waiver of Cost of Life Insurance ceases, provided the required premium is
paid to the Company for his life insurance and his Supplemental Accidental
Death and Dismemberment Benefit Rider.]

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

/s/ DAVID C. KOPP /s/ THOMAS C. JONES
----------------- -------------------
Corporate Secretary PRESIDENT

2
<PAGE> 59
SUPPLEMENTAL ACCIDENTAL DEATH, DISMEMBERMENT, LOSS OF SIGHT, SPEECH AND
HEARING; OR PARALYSIS BENEFIT RIDER

BENEFITS
The Company will pay the below scheduled benefit to the Insured's
Beneficiary in the event of loss of life and to the Owner in the event of
all other covered losses, upon receipt of due proof that the [Insured
Employee, Insured Spouse, Former Insured Employee, Former Insured Spouse,
or Leave of Absence Employee] has suffered a loss, as shown in the Table
of Losses and Benefits, while insured for the Supplemental Accidental
Death, Dismemberment, Loss of Sight, Speech and Hearing; or Paralysis
Benefit. The loss must be as a direct result of that injury, independent
of all other causes. The loss must occur within 90 days after the date of
the accident causing the loss.

The benefit payable will be equal to the Coverage Amount in force on the
Insured on the date of the loss, multiplied by the percentage shown in the
Table of Losses and Benefits for such loss. The maximum that will be paid
for all losses resulting from injuries received by an Insured in any one
accident will be his Coverage Amount.

TABLE OF LOSSES AND BENEFITS
<TABLE>
<CAPTION>
TYPE OF LOSS % OF COVERAGE AMOUNT
<S> <C>
Loss of Life 100%
Loss of Both Hands 100%
Loss of Both Feet 100%
Loss of Entire Sight of Both Eyes 100%
Loss of One Hand and One Foot 100%
Loss of One Hand and Entire Sight of One Eye 100%
Loss of One Foot and Entire Sight of One Eye 100%
Loss of Speech and Hearing (both ears) 100%
Quadriplegia (total Paralysis of both upper and lower limbs) 100%
Paraplegia (total Paralysis of both lower limbs) 50%
Loss of One Hand 50%
Loss of One Foot 50%
Loss of Entire Sight of One Eye 50%
Loss of Speech 50%
Loss of Hearing (both ears) 50%
Hemiplegia (total Paralysis of upper and lower limbs on one side of body) 50%
Loss of Thumb and Index Finger of the Same Hand 25%
</TABLE>

Loss of a hand or foot means complete Severance through or above the wrist
or ankle joint. Loss of sight means the total, permanent loss of sight of
the eye. The loss of sight must be irrecoverable by natural, surgical or
artificial means. Loss of speech means total, permanent and irrecoverable
loss of audible communication. Loss of hearing means total and permanent
loss of hearing in both ears which cannot be corrected by any means. Loss
of a thumb and index finger means complete Severance through or above the
metacarpophalangeal joints (the joints between the fingers and the hand).

<PAGE> 60
TABLE OF LOSSES AND BENEFITS (CONTINUED)

(In California, loss of a thumb and index finger means loss by complete
Severance of at least one whole phalanx of each.) (In South Carolina, the
complete Severance of four whole fingers from one hand equals the loss of
one hand.)

"Severance" means the complete separation and dismemberment of the part
from the body.

"Paralysis" means loss of use, without Severance, of a limb. This loss
must be determined by a Physician to be complete and not reversible.

LIMITATIONS
Benefits under this rider will not be paid if the loss in any way results
from:

- intentionally self-inflicted injury, suicide or any attempt
thereat, while sane or insane (except in Missouri, while sane);
- mental infirmity;
- sickness, disease, bodily infirmity, or bacterial or viral
infection, even if contracted by accident. This exclusion does
not apply to bacterial infection that is the natural and
foreseeable result of an accidental external cut or wound;
- declared or undeclared war, an act of war or service in any
military force of any country while such country is engaged in
war;
- performing police duty as a member of a military organization;
- taking part in the commission of a felony;
- voluntary use of any controlled substance, unless prescribed for
the Insured by his Physician. The term "controlled substance" is
defined in Title II of the Federal Comprehensive Drug Abuse
Prevention and Control Act of 1970, as now or hereafter amended;
or
- travel or flight in any aircraft, except as a passenger on a
commercial flight, Employer aircraft, or a military air transport
passenger flight.

TERMINATION
An Insured's coverage provided by this rider will cease on the earliest
date below:

- the date the Insured's insurance ceases, as described in the
Certificate; or
- the last day for which the Insured has paid the required premium
for this rider; or
- the date this rider is cancelled; or
- the Policy Anniversary Date that is the same as or next follows
the normal retirement date of an Insured Employee; or
- the Policy Anniversary Date that is the same as or next follows
the [65th] birthday of [an Insured Spouse, Former
Insured Employee, Former Insured Spouse, or Leave of Absence
Employee].

The Insured must notify the Company of the occurrence of any of the above
events. If premium for this benefit is collected beyond the date this
benefit ceases, such premium will be returned and no benefit will be
payable in the event of loss beyond the termination date.

2
<PAGE> 61
TERMINATION (CONTINUED)
[If an Insured Employee or Former Insured Employee's cost of life insurance
is waived as described in the Waiver of Cost of Life Insurance During Total
Disability Rider, his Supplemental Accidental Death, Dismemberment, Loss of
Sight, Speech and Hearing; or Paralysis Benefit will cease on the date his
Waiver of Cost of Life Insurance is approved by the Company. This rider
will be reinstated on the date his Waiver of Cost of Life Insurance ceases,
provided the required premium is paid to the Company for his life insurance
and his Supplemental Accidental Death, Dismemberment, Loss of Sight, Speech
and Hearing; or Paralysis Benefit Rider.]

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

/s/ DAVID C. KOPP /s/ THOMAS C. JONES
----------------- -------------------
Corporate Secretary PRESIDENT

<PAGE> 62
WAIVER OF COST OF LIFE INSURANCE DURING TOTAL DISABILITY RIDER

This rider is made a part of the Policy/Certificate to which it is attached.
This rider takes effect on the Policy Effective Date unless a later date is
shown in the Coverage Verification Pages.

BENEFIT
If an Insured Employee or Former Insured Employee becomes Totally Disabled
(as defined) before age 60, his cost of life insurance, the Monthly
Administrative Fee, and the cost of insurance for his Insured Dependent
Child(ren)'s life insurance, for whom he has elected coverage and who are
covered under his Certificate, will be waived while he remains continuously
Totally Disabled. In addition, any cost of insurance deducted from his
Cash Value by the Company for his life insurance under this Certificate and
the life insurance for his Insured Dependent Child(ren), if any, on or
after the date he becomes Totally Disabled, will be refunded to the Owner.
No additional changes in coverage will be allowed after the Waiver is
approved by the Company.

PROOF OF LOSS
In order to qualify for the Waiver of Cost of Life Insurance, an Insured
Employee or Former Insured Employee must submit due proof that he has been
continuously Totally Disabled for [six] months or more. Such proof must be
submitted to the Company no later than one year from the date the Insured
Employee or Former Insured Employee becomes Totally Disabled. After his
cost of life insurance and the cost of life insurance for his Insured
Dependent Child(ren), if any, has been waived for one year, such cost of
life insurance will be waived for additional periods of one year if:
- he remains continuously Totally Disabled; and
- he submits to the Company, during the three months before the end
of each such one-year period, proof of the continuation of Total
Disability.

However, the Insured Employee or Former Insured Employee is required to pay
his cost of life insurance and the cost of life insurance for his Insured
Dependent Child(ren), if any, if such cost of life insurance:
- was due more than one year before the Company received proof of
his Total Disability; or
- was due but not yet paid if the Insured Employee or Former Insured
Employee becomes Totally Disabled during a Grace Period for
Insureds.

DEATH BENEFIT DURING WAIVER OF COST OF LIFE INSURANCE
If an Insured Employee or Former Insured Employee dies while his cost of
life insurance is being waived, the Death Benefit will be paid only if the
Company receives proof, within one year of his death, that his Total
Disability was continuous from the date we received the last proof of Total
Disability until the date he died.

The Death Benefit payable for an Insured Employee, Former Insured Employee,
or Insured Dependent Child(ren) will be the Coverage Amount determined from
The Schedule which was in effect on the day before the date the Insured
Employee or Former Insured Employee became Totally Disabled, plus the Net
Cash Value.

The Coverage Amount may not be increased while the cost of life insurance
is being waived.

<PAGE> 63
TOTAL DISABILITY OR TOTALLY DISABLED
An Insured Employee or Former Insured Employee will be considered Totally
Disabled when he is completely unable to engage in any occupation for wage
or profit because of injury or sickness.

At any time while an Insured Employee or Former Insured Employee's cost of
life insurance is being waived, the Company will have the right to require
proof of his continuing Total Disability and, at its own expense, to have a
Physician of its choice examine him. However, after he has been Totally
Disabled for two years, the Company will require proof no more than once a
year.

TERMINATION
This rider will cease for an Insured Employee or Former Insured Employee
and his Insured Dependent Child(ren) on the earliest of:
- the date the Insured Employee or Former Insured Employee is no
longer Totally Disabled; or
- the date the Insured Employee or Former Insured Employee refuses
to submit to any physical examination required by the Company; or
- the last day of any one-year period of Total Disability during
which the Insured Employee or Former Insured Employee fails to
give proof of continuous Total Disability; or
- the date the Insured Employee or Former Insured Employee attains
age 65; or
- the date the Certificate terminates.

An Insured Employee or Former Insured Employee whose Waiver of Cost of Life
Insurance ceases for himself and any Insured Dependent Child(ren) may
continue this insurance by paying the Monthly Deduction directly to the
Company, or through payroll deduction for an Insured Employee, or by having
adequate Cash Value to cover the Monthly Deduction.

For the purposes of this rider, an Insured Employee or Former Insured
Employee's cost of life insurance is deemed to include his Monthly
Administrative Fee.

This rider does not apply to any supplemental coverage, if elected, nor to
any insurance for an Insured Spouse, Former Insured Spouse, Former Insured
Dependent Child(ren), Retiree, or Leave of Absence Employee.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

/s/ DAVID C. KOPP /s/ THOMAS C. JONES
----------------- -------------------
Corporate Secretary PRESIDENT

2
<PAGE> 64
PAID-UP INSURANCE OPTION RIDER

ELECTION OF OPTION
At any time after a Cash Value has accumulated under the Certificate, the
Owner may elect:
- to use a portion of the Net Cash Value to purchase Paid-up
Insurance; or
- to Surrender his Certificate and use all of the Net Cash Value,
less applicable transaction fees, to purchase Paid-up Insurance.

Such Paid-up Insurance will be provided under a separate policy of life
insurance issued by the Company or an affiliate of the Company. Evidence
of good health will not be required for such Paid-up Insurance.

The amount of Paid-up Insurance will be determined by applying the
amount Surrendered, less applicable transaction fees, as a single premium,
using the guaranteed maximum life insurance rates and the guaranteed
minimum interest rates at the Insured's then Attained Age. However, the
amount of Paid-up Insurance may not exceed an Insured's Coverage Amount in
force for him on the date of purchase.

The Paid-up Insurance will be payable as set forth in the payment
provisions in the Paid-up Insurance Policy.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

/s/ DAVID C. KOPP /s/ THOMAS C. JONES
----------------- -------------------
Corporate Secretary PRESIDENT

<PAGE> 65
ACCELERATED PAYMENT BENEFIT RIDER

The effective date of insurance under this rider is subject to the terms and
conditions set forth in the Certificate.

Any benefits paid under the Nursing Care and Custodial Care Facility Benefit,
the Terminal Illness Benefit, or Specified Disease Benefit will reduce the
amount of the Insured's Death Benefit.

This rider has no Cash Value or Loan value.

NOTICE: BENEFITS WHICH ARE PAID UNDER THIS ACCELERATED PAYMENT BENEFIT
INSURANCE RIDER WILL REDUCE THE DEATH BENEFIT UNDER THE LIFE
INSURANCE.

BENEFITS PAID UNDER THIS ACCELERATED PAYMENT BENEFIT RIDER MAY
BE TAXABLE. IF SO, THE OWNER OR BENEFICIARY MAY INCUR A TAX
OBLIGATION. AS WITH ALL TAX MATTERS, THE OWNER SHOULD CONSULT
HIS PERSONAL TAX ADVISOR TO ASSESS THE IMPACT OF THIS BENEFIT.
BENEFITS OF THIS RIDER ARE NOT PAYABLE IF THE CERTIFICATE TO
WHICH IT IS ATTACHED IS NOT IN FORCE.

THIS IS NOT A LONG-TERM CARE BENEFIT. BENEFITS PAID UNDER
THIS RIDER MAY NOT BE SUFFICIENT TO COVER ALL EXPENSES
ASSOCIATED WITH A LONG-TERM STAY IN A NURSING CARE OR
CUSTODIAL CARE FACILITY.

[30-DAY RIGHT TO EXAMINE RIDER

If the Owner is not satisfied with this rider for any reason, it may be
cancelled within 30 days after receipt. The Company will return any premium
that has been paid. In that case, the rider will be void as if it had never
been issued. ]

<PAGE> 66
DEFINITIONS

ACTIVITIES OF DAILY LIVING
The term "Activities of Daily Living" means the following:
<TABLE>
<S> <C> <C>
- MOBILITY: moving from one place to another. It means:
a) walking on a level surface, with or without
equipment; or
b) using a wheelchair most or all of the time to
move on a level surface.

- DRESSING: putting on and taking off all necessary items of
clothing. (Clothing includes braces and
artificial limbs, if they are usually worn.)

- TOILETING: cleansing self after elimination and adjusting
clothing before and after using the toilet.

- TRANSFERRING: moving into or out of a bed, chair, or other seat
(e.g., toilet), with or without equipment.

- FEEDING: getting food into the body, by any means, after
it has been prepared and made available to the
person.
</TABLE>

[COGNITIVE IMPAIRMENT
An Insured will be considered to have a Cognitive Impairment if he:
- is disabled due to Alzheimer's disease or irreversible organic senile
dementia, as diagnosed by a Physician; and
- needs continuous human supervision to function without causing danger
to himself or others. ]

[CUSTODIAL CARE FACILITY
The term "Custodial Care Facility" means an institution, or that distinct
part of an institution, which meets the following requirements:
- it is operated under applicable licensing and any other legal
requirements which apply to its operation; and
- it provides for compensation, room and board, and 24-hour Custodial
Care Services; and
- it keeps daily medical records on all patients. ]

[CUSTODIAL CARE SERVICES
The term "Custodial Care Services" means services which:
- provide assistance to an Insured with an Impairment in performing the
Activities of Daily Living or provide supervision of an Insured with a
Cognitive Impairment;
- are required to be performed by trained personnel; and
- are not primarily to treat an injury or a sickness. ]

[FUNCTIONAL IMPAIRMENT
An Insured will be considered to have a Functional Impairment if he is
unable to perform two or more Activities of Daily Living without human
assistance. ]

2
<PAGE> 67
DEFINITIONS (CONTINUED)

HOSPITAL
The term "Hospital" means:
- an institution licensed as a Hospital which: a) maintains, on its
premises, all facilities necessary for medical and surgical
treatment; b) provides such treatment on an inpatient basis, for
compensation, under the supervision of a staff of Physicians; and c)
provides 24-hour service by Registered Graduate Nurses;
- an institution which qualifies as a Hospital, a psychiatric Hospital
or a tuberculosis Hospital, and a provider of services under Medicare,
if such institution is accredited as a Hospital by the Joint
Commission on the Accreditation of Hospitals;
- an institution which: a) specializes in the treatment of mental
illness, alcohol or drug abuse or other related illness; b) provides
residential treatment programs; and c) is licensed in accordance with
the laws of the appropriate legally authorized agency;
- a free-standing surgical facility; or
- an institution which meets any one of the above requirements and is
owned or operated by the U.S. Government.

[IMPAIRMENT
The term "Impairment" means a Cognitive or Functional Impairment, as
defined in this rider. ]

[NURSING CARE FACILITY
The term "Nursing Care Facility" means an institution, or that distinct
part of an institution, which meets the following requirements:
- it is operated under applicable licensing and any other laws which
apply to its operation; and
- it provides, on an inpatient basis, skilled nursing care or
intermediate nursing care for injury, sickness or physical
rehabilitation; and
- it is under the full-time supervision of a Physician or a Registered
Graduate Nurse; and
- it maintains a complete daily written record on the condition of, and
the services actually received by each patient and that record is made
available to us; and
- it provides inpatient nursing care of sick or injured persons who must
be under the care of a Physician.

The term "Nursing Care Facility" will not include an institution which is
primarily a place for the blind, the deaf, the mentally ill or the mentally
retarded, or a place for the treatment of alcohol or drug abuse. ]

PHYSICIAN
The term "Physician" means a licensed medical practitioner who is
practicing within the scope of his or her license and who is licensed to
prescribe and administer drugs or to perform surgery.

[PRE-EXISTING CONDITION
The term "Pre-existing Condition" means a disease or condition for which
the Insured: (a) received medical treatment, care or advice; (b) took
prescribed drugs or medicines; or (c) consulted a Physician during the 12
months prior to the effective date of his coverage under the Policy. ]

3
<PAGE> 68
DEFINITIONS (CONTINUED)

[SPECIFIED DISEASE
The term "Specified Disease" means a person has been diagnosed by a
Physician as having one of the following diseases or conditions:
- Life-Threatening Cancer; "life-threatening cancer" means any
malignant disease or neoplasm characterized by abnormal cells that
grow and spread in an uncontrolled manner. The term "life-threatening
cancer" does not include pre-malignant lesions, carcinoma in situ,
skin cancer other than malignant melanoma, carcinoid of the appendix,
intraductal non-invasive carcinoma of the breast, stage 1 Hodgkin's
disease and stage 1 transitional carcinoma of the urinary bladder or
benign tumors but does include Leukemia and Hodgkin's Disease (other
than stage 1). The diagnosis of "cancer" or a malignant tumor must be
based on criteria established by the American Board of Pathology and
histopathologic or histocytologic study.

- Heart Attack; "Heart Attack" means acute myocardial infarction caused
by coronary thrombosis or coronary occlusion diagnosed by a Physician.
Supporting evidence must include electrocardiographic studies (ECG)
and appropriate blood and clinical findings. If such studies are not
available at the time of the attack, subsequent studies, when
available, must confirm the episode by the demonstration of changes
compatible with a heart attack and that were not known to be present
prior to the episode in question. The term "heart attack" does not
include any other diseases or abnormality of the heart or
cardiovascular system; or associated or intercurrent diseases or
injuries that may be the cause or result of a heart attack; or any
other diseases or injuries.

- Renal Failure; "Renal Failure" means the end stage of chronic,
irreversible failure of both kidneys to function, necessitating
regular renal dialysis.

- Stroke; "Stroke" means a condition of sudden onset resulting in
permanent brain damage as a result of a subarachnoid hemorrhage,
thrombosis, embolism or of a sudden occlusion or spontaneous rupture
of a blood vessel in the head or neck, including apoplexy or cerebral
vascular accident. The term "stroke" does not include transient
ischemic attacks (TIA), brief episodes of altered brain function due
to inadequate blood flow to the brain from any cause nor other
diseases or injuries involving the brain or that may be the cause or
result of brain damage.

- Specified Organ Transplant; "Specified Organ Transplant" means the
replacement of a person's heart, liver or lungs with a corresponding
organ from a human donor.

- Acquired Immune Deficiency Syndrome (AIDS). "AIDS" means a person has
tested positive for human immunodeficiency virus (HIV) infection and
has been diagnosed as having a disease indicative of AIDS by a
Physician using definitive diagnostic methods. The term "AIDS" does
include HIV encephalopathy (dementia) and HIV wasting syndrome. ]

[TERMINAL ILLNESS
A Terminal Illness will be considered to exist if a person has a written
diagnosis and prognosis by two unaffiliated Physicians that he has 12
months or less to live. ]

4
<PAGE> 69
[TERMINAL ILLNESS BENEFIT

BENEFIT
The Company will pay a one-time Terminal Illness Benefit, up to [60%] of
the Insured's Coverage Amount, when the Company receives verification that
an Insured has a Terminal Illness. The Terminal Illness Benefit is based on
the Insured's Coverage Amount under the Policy in effect on the Benefit
Determination Date. This benefit is payable in a lump sum. [An Insured is
not eligible for payment under this benefit if the Nursing Care and
Custodial Care Facility Benefit or Specified Disease Benefit has been
paid.]

BENEFIT DETERMINATION DATE
The term "Benefit Determination Date" means the date the Company verifies
that an Insured is terminally ill. The Terminal Illness Benefit cannot be
greater than [60%] of the Coverage Amount in effect on the Benefit
Determination Date.

DETERMINATION OF TERMINAL ILLNESS
For the purpose of determining the existence of a Terminal Illness, the
Company will require that the Insured submit the following:
- a written diagnosis and prognosis by two unaffiliated Physicians
licensed to practice in the United States, stating that the
Insured has 12 months or less to live; and
- supportive evidence satisfactory to the Company, including, but
not limited to, radiological, histological, and laboratory reports
documenting the Terminal Illness.]

5
<PAGE> 70
[NURSING CARE AND CUSTODIAL CARE FACILITY BENEFIT

BENEFIT
The Company will pay a one-time Nursing Care and Custodial Care Facility
Benefit, up to [60%] of the Insured's Coverage Amount. The Nursing Care
and Custodial Care Facility Benefit is based on the Insured's Coverage
Amount in effect under the Policy on the date the Insured satisfies the
Deductible Waiting Period. This benefit is payable in a lump sum or in
equal monthly installments for [30] months. [An Insured is not eligible
for payment under this benefit if the Terminal Illness Benefit or Specified
Disease Benefit has been paid.]

An Insured becomes eligible for the Nursing Care and Custodial Care
Facility Benefit provided he:
- has an Impairment, as determined by the Company; and
- is confined in a Nursing Care or Custodial Care Facility
(registered as a bed patient on a 24-hour basis), due to the
Impairment; and
- provides the Company with written certification (from two
unaffiliated Physicians licensed to practice in the United States)
that the Insured is expected to remain in the Nursing Care or
Custodial Care Facility for the rest of his life; and
- has satisfied the required Deductible Waiting Period.

DEDUCTIBLE WAITING PERIOD
The Deductible Waiting Period is 90 consecutive days in an Insured's
lifetime. The Deductible Waiting Period begins on the date that the
Company verifies that the Insured has an Impairment and was confined in a
Nursing Care or Custodial Care Facility (registered as a bed patient on a
24-hour basis).

Once the Company verifies that the Insured has an Impairment, the Insured
must continue to be confined due to the Impairment for each additional day
needed to satisfy the Deductible Waiting Period.

All days for which the Insured is confined in a Nursing Care or Custodial
Care Facility within 90 days prior to the date the Company verifies he has
an Impairment will be applied to the Deductible Waiting Period.

MONTHLY PAYMENT
If the Owner elects a Monthly Payment, payment begins on the first day of
the first month after the date the Insured becomes eligible for such
payment. Monthly Payment will end on the earliest of the following:
- the date the Owner has received [30] Monthly Payments; or
- the date coverage under this rider terminates; or
- the date the Insured dies.

If the Insured dies after the initial payment is made, but before all
installments are paid, the remaining payments will be paid in accordance
with the Beneficiary Provisions applicable to the life insurance benefit.

LIMITATIONS
No Nursing Care and Custodial Care Facility Benefit will be paid for any
confinement in an institution located outside the United States.]

6
<PAGE> 71
[NURSING CARE AND CUSTODIAL CARE FACILITY BENEFIT (CONTINUED)

EXCLUSIONS
No benefits are payable under this rider if an Impairment is caused by, or
a confinement is due to:
- alcoholism or drug abuse;
- mental illness, other than Cognitive Impairment;
- commission of a felony or engaging in an illegal act; or
- attempted suicide or intentionally self-inflicted injury, while sane
or insane. ]

7
<PAGE> 72
[SPECIFIED DISEASE BENEFIT

BENEFIT
The Company will pay a one-time Specified Disease Benefit, up to [60%] of
the Insured's Coverage Amount, when the Company receives verification that
an Insured has a Specified Disease. The Specified Disease Benefit is based
on the Insured's Coverage Amount under the Policy in effect on the Benefit
Determination Date. This benefit is payable in a lump sum. An Insured is
not eligible for payment under this benefit if the Terminal Illness Benefit
or Nursing Care and Custodial Care Facility Benefit has been paid.

BENEFIT DETERMINATION DATE
The term "Benefit Determination Date" means the date the Company verifies
that an Insured has a Specified Disease. The Specified Disease Benefit
cannot be greater than [60%] of the Coverage Amount in effect on the
Benefit Determination Date.

LIMITATION
The Company will not pay a Specified Disease Benefit for a Pre-existing
Condition. This limitation will not apply if:
- the Insured: (a) receives no medical treatment, care or advice;
(b) does not take prescribed drugs or medicines; or (c) does not
consult with a Physician for the disease or condition for 12
months after the effective date of this insurance; or
- the Insured's coverage under the Policy has been effective for 24
straight months.

DETERMINATION OF SPECIFIED DISEASE
For the purposes of determining the existence of a Specified Disease, the
Company will require that the Insured submit the following:
- a written diagnosis and prognosis by a Physician licensed to
practice in the United States certifying the existence of a
Specified Disease; and
- supportive evidence satisfactory to the Company, including but not
limited to radiological, histological or laboratory reports
documenting the Specified Disease. ]

8
<PAGE> 73
PREMIUM PROVISIONS

PREMIUM
The premium for this rider will be included in the Monthly Deduction and
will be shown in the Certificate Coverage Verification Pages.

[WAIVER OF PREMIUM
The Monthly Deduction for an Insured and his Insured Dependent Child(ren),
if any, will be waived for any month for which Monthly Payments are
payable.]

CHANGE IN PREMIUMS
Any premiums for insurance under this rider may be changed by the Company
from time to time with at least 31 days' advance written notice. Any such
change will be made on a class basis.

TERMINATION OF INSURANCE UNDER THIS RIDER

The insurance under this rider for [an Insured Employee, Insured Spouse, Former
Insured Employee, Former Insured Spouse, Retiree, or Leave of Absence Employee]
will cease on the earliest of the following dates:

- the date the Insured's coverage ends under the Certificate; or
- the last day for which the Insured has paid the required premium for
this rider, subject to the Grace Period for Insured; or
- the date [the Terminal Illness Benefit or Specified Disease Benefit]
becomes payable to an Insured who applied for such benefit[; or
- the date that the Lump Sum Payment for the Nursing Care and Custodial
Care Facility Benefit becomes payable to an Insured who applied for
such benefit; or]
[ - the date that the Monthly Payments for the Nursing Care and Custodial
Care Facility Benefit end for an Insured on whose behalf such benefits
were paid.]

9
<PAGE> 74
GENERAL PROVISIONS

NOTICE OF CLAIM
Written notice of a claim must be given to the Company within 60 days
after[: 1) the start of the confinement in a Nursing Care or Custodial Care
Facility; or 2) a diagnosis and prognosis of a Terminal Illness or
Specified Disease has been made.] If the notice is not given in that time,
the claim will not be invalidated or reduced if it is shown that written
notice was given as soon as was reasonably possible.

CLAIM FORMS
When the Company receives written notice of a claim, the Company will send
forms for filing proof of loss. If the claimant does not get these claim
forms within 15 days after the Company receives the notice of claim, the
proof of loss requirements will be met by submitting, within 90 days,
written proof of the nature and extent of the loss.

PROOF OF LOSS
Written proof of loss must be given to the Company within 90 days after the
date of loss. Failure to furnish proof within 90 days shall not invalidate
or reduce any claim if it was not reasonably possible to furnish such proof
within such time. Such proof must be furnished as soon as reasonably
possible, but in no event, except in the absence of legal capacity, later
than one year from the time proof is required.

PAYMENT OF CLAIM
All benefits under this rider will be paid to the Owner. If the Insured
dies prior to the payment of an eligible claim for an Accelerated Benefit,
the life insurance benefit shall be paid in accordance with the Beneficiary
Provisions applicable to the life insurance benefit. Any payment made by
the Company prior to being advised of the Insured's death shall discharge
the Company of any obligation to the extent the benefit was paid.

LEGAL ACTION
No one may sue for payment of claim: a) less than 60 days after due proof
of loss is furnished; or b) more than three years after the date proof of
loss is required by the Policy.

RECOVERY OF OVERPAYMENT
If an overpayment has been made by the Company, the Company has the right,
at any time, to recover that overpayment from the person to whom or on
whose behalf it was made.

EXAMINATION
The Company may require, at its expense, an examination of the Insured and
a review of the documented evidence by a Physician of its choice.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

/s/ DAVID C. KOPP /s/ THOMAS C. JONES
----------------- -------------------
Corporate Secretary PRESIDENT

10
<PAGE> 75
SEAT BELT BENEFIT RIDER

BENEFIT
The Company will pay a Seat Belt Benefit if an [Insured Employee] dies as a
result of an accident which occurs:

- while covered under the Policy; and
- while driving or riding as a passenger in a Private Passenger Car,
and

(a) the car is equipped with seat belts;
(b) the seat belt was in actual use and properly fastened at
the time of the accident; and
(c) the use and position of the seat belt is certified in the
official report of the accident. However, if an official
report is not available and it is unclear if the Insured
was properly wearing a seat belt, the Company will pay the
Limited Seat Belt Benefit. If such report indicates that a
seat belt was not in use, the Company will not pay the Seat
Belt Benefit.

"Private Passenger Car" means a validly registered four-wheel vehicle which
includes station wagons, jeeps, pick-up trucks, and van-type cars.

The Seat Belt Benefit will not be paid for an accident which occurs while
the Insured is participating in a race, speed or endurance test.

The Seat Belt Benefit is payable to the Insured Employee's designated
Beneficiary, or if there is none, to the Owner or Owner's estate. The
benefit will be equal to the lesser of:

- [10%] of the Insured's Coverage Amount, but no less than [$1,000];
or
- [$10,000].

The Limited Seat Belt Benefit is [$1,000].

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

/s/ DAVID C. KOPP /s/ THOMAS C. JONES
----------------- -------------------
Corporate Secretary PRESIDENT

<PAGE> 76
Mailing Address: Hartford, Connecticut 06152
Home Office: Bloomfield, Connecticut

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

AMENDATORY RIDER

This rider amends the Policy/Certificate to which it is attached by adding the
following provision:

FIXED BENEFIT EXCHANGE PROVISION
At any time during the eighteen month period beginning on the Certificate
Effective Date, the Owner may, without being required to provide evidence
of good health, exchange his Certificate of Insurance coverage under the
Policy for a Certificate of Insurance coverage under a group flexible
premium life insurance policy issued by the Company (the "Exchange
Policy"). Such coverage under the Exchange Policy will bear the same date
of issue and the same age at issue as the Certificate under this Policy
which is exchanged by the Owner. Premium rates for the Owner under the
Exchanged Policy will be the premium rates in effect under the Exchange
Policy on the date of exchange for the class into which the Insured falls
under the Exchange Policy. To the extent riders and incidental insurance
benefits included under the Policy are available under the Exchange Policy,
the Owner may elect such riders and incidental insurance benefits for his
Certificate of Insurance coverage under the Exchange Policy.

Any excess of the accrued premium under the Certificate under this Policy
over the corresponding accrued premium on the Exchange Policy will be
either applied as an advance premium or refunded in cash, or added to the
Cash Value under the Exchange Policy as the Company determines. Any
increase or decrease in Cash Value will be reflected in the Cash Value
under the Exchange Policy.

This rider takes effect on the Policy Effective Date unless a later date is
shown in the Coverage Verification Pages.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

/s/ DAVID C. KOPP /s/ THOMAS C. JONES
----------------- -------------------
Corporate Secretary PRESIDENT

<PAGE> 1

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT
(HEREIN CALLED "THE COMPANY ")

APPLICATION FOR [GROUP VARIABLE UNIVERSAL LIFE INSURANCE]

APPLICATION is hereby made to the Company for group Policy No.XXXXX by [ABC
Company].

This Application is attached to and made a part of the group Policy.

Said group Policy is hereby approved and the terms thereof are hereby accepted
by the Policyholder.

The group Policy will be effective on [XX/XX/XX, provided the minimum
participation requirement is met].

This Application is executed in duplicate; one counterpart being attached to
said group Policy and the other being returned to the Company.

It is agreed that this Application supersedes any previous application for said
group Policy.

[ABC COMPANY]

Signed at [ XYZ State ] by
------------------------------- --------------------------
(Signature and Title)
On [ ] Witness [ ]
---------------------- -------------------------
(Licensed Resident Agent where
required by law)
- --------------------------------------------------------------------------------
THIS COPY TO REMAIN ATTACHED TO THE POLICY
XX40046(Rev)
******************************************************************************
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT
(HEREIN CALLED "THE COMPANY ")

APPLICATION FOR GROUP VARIABLE UNIVERSAL LIFE INSURANCE

APPLICATION is hereby made to the Company for group Policy No.XXXXX by [ABC
Company].

This Application is attached to and made a part of the group Policy.

Said group Policy is hereby approved and the terms thereof are hereby accepted
by the Policyholder.

The group Policy will be effective on [XX/XX/XX, provided the minimum
participation requirement is met].

This Application is executed in duplicate; one counterpart being attached to
said group Policy and the other being returned to the Company.

It is agreed that this Application supersedes any previous application for said
group Policy.

[ABC COMPANY]

Signed at [ XYZ State ] by
------------------------------- --------------------------------
(Signature and Title)
On [ ] Witness [ ]
---------------------- ------------------------
(Licensed Resident Agent where
required by law)
- --------------------------------------------------------------------------------
THIS COPY TO BE RETURNED TO THE COMPANY
XX40046(Rev)