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

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

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-8B-2

REGISTRATION STATEMENT OF UNIT INVESTMENT
TRUSTS WHICH ARE CURRENTLY
ISSUING SECURITIES

Pursuant to Section 8(b) of the
Investment Company Act of 1940

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A
OF
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

Issuer of periodic payment plan certificates
only for purposes of information provided herein

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ORGANIZATION AND GENERAL INFORMATION

1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number. (According to security
designation or otherwise, if the trust does not have or does
not transact business under any other designation).

CG Variable Life Insurance Separate Account A of Connecticut
General Life Insurance Company ("Separate Account"). The
Separate Account has no Internal Revenue Service Employer
Identification number.

(b) Furnish title of each class or series of securities issued by
the trust.

Group Variable Universal Life Insurance Policies ("Policies").
Policy provisions may vary in some states to comply with
applicable law.

2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
depositor of the trust.

Connecticut General Life Insurance Company ("Company")
900 Cottage Grove Road
Bloomfield, CT 06002

Internal Revenue Service Employer
Identification Number: 06-0303370

3. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
custodian or trustee of the trust indicating for which class of series
of securities each custodian or trustee is acting.

Not applicable.

4. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter currently distributing securities of the trust.

CIGNA Financial Advisors, Inc. ("CFA")
900 Cottage Grove Road
Bloomfield, CT 06002

Internal Revenue Service Employer
Identification Number: 06-0841987
<PAGE> 3
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.

Connecticut

6. (a) Furnish the dates of execution and termination of any
indenture or agreement currently in effect under the terms of
which the trust was organized and issued or proposes to issue
securities. (If individual indentures or agreements are
entered into with security holders, so state and furnish the
date of the first such indenture or agreement).

The Separate Account was established under Connecticut law
pursuant to a resolution of the Board of Directors of the
Company dated May 22, 1995. The Separate Account will
continue in existence until the Company's Board of Directors
directs that it be terminated.

(b) Furnish the dates of execution and termination of any
indenture or agreement currently in effect pursuant to which
the proceeds of payments on securities issued or to be issued
by the trust are held by the custodian or trustee. (If this
indenture or agreement is the same as set forth in Item 6(a),
so state).

Not applicable.

7. Furnish in chronological order the following information with respect
to each change of name of the trust since January 1, 1930. If the
name has never been changed, so state.

Not applicable.

8. State the date on which the fiscal year of the trust ends.

December 31.

Material Litigation

9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature
of the claim or the amount thereof, to which the trust, the depositor,
or the principal underwriter is a party or of which the assets of the
trust are the subject, including the substance of the claims involved
in such proceeding and the title of the proceeding. Furnish a similar
statement with respect to any pending administrative proceeding
commenced by a governmental authority or any such proceeding or legal
proceeding known to be contemplated by a governmental authority.
Include any proceeding which, although immaterial itself, is
<PAGE> 4
representative of, or one of, a group which in the aggregate is
material.

No such legal or administrative proceedings are pending. No legal or
administrative proceedings are known to be contemplated by a
governmental authority.

GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST

General Information Concerning the Securities of the Trust and the Rights of
Holders

10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:

(a) Whether the securities are of the registered or bearer type.

The Policies which are to be issued are of the registered
type, insofar as the Policies are personal to the Owners, and
the records concerning the Owners are maintained by or on
behalf of the Company. (Terms such as "Owner" that are
capitalized but not defined herein are defined terms in the
Registration Statement on Form S-6, hereinafter referred to as
the "Prospectus," which is incorporated herein by reference,
and the defined terms used herein will have the same meaning
as in that Registration Statement.)

(b) Whether the securities are of the cumulative or distributive
type.

The Policies are of the cumulative type, providing for no
distribution of income, dividends, or capital gains. Such
amounts are not separately identifiable but are reflected in
the accumulation value and may be reflected in the Death
Benefit under a Policy at any time.

Initial Right to Cancel the Certificate

to the expiration of the 30 day Right to Examine period will
be held in the Fixed Account and will not be allocated to the
Separate Account even if the 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.

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

A partial surrender may be made at any time by written request
to the Customer Service Center during the lifetime of the
Insured and while the Certificate is in force. Such request
may also be made by telephone if telephone transfers have been
previously authorized in writing. A $25 transaction fee is
charged.

The amount of a partial surrender may not exceed 90% of the
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 of the Fund Accounts and the
Fixed Accounts, the $25 transaction charge and the amount paid
upon the surrender will be taken proportionately from the
values in each Fund Account and the Fixed Account, unless the
Owner and the Company agree otherwise.

A full surrender may be made at any time during the lifetime
of the Insured 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, and return of the
Certificate to the Company. Payment of any amount from the
Separate Account on a full surrender will usually be made
within seven calendar days thereafter.

Payment of the surrendered amount from the Separate Account
may be postponed when the New York Stock Exchange is closed
and for such other periods as the
<PAGE> 6

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.

(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.

An Owner may obtain loans as described in Item 21.

An Owner may make surrenders, as described in Item 10(c) and
subject to certain charges as described in Item 13.

While the Certificate is in force, values may, at any time, be
transferred ($250 minimum) from one Fund Account to another,
or from the Separate Account to the Fixed Account. Within the
30 days after each Policy Anniversary Date, the Owner may also
transfer a portion of the Fixed Account Value to one or more
Fund Accounts. Transfers from the Fixed Account are allowed
in the 30-day period after a Policy Anniversary Date and will
be effective as of the next Valuation Day after a request is
received in good order at the Customer Service Center. The
cumulative amount of any transfers 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.

Subject to the above restrictions, up to 12 transfers
may be made in any Policy Year without charge. 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 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. Transfers may be made in
writing (or by telephone if telephone transactions have been
previously authorized in writing). To make a telephone
transfer, the Owner must call the Customer Service Center and
provide, as identification, his or her Certificate Number, his
or her Social Security number, his or her 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 the day after that. The Company disclaims
<PAGE> 7

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.

(e) If the trust is the issuer of periodic payment plan
certificates, the substance of the provisions of any indenture
or agreement with respect to lapses or defaults by security
holders in making principal payments, and with respect to
reinstatement.

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.

The Owner can apply, in writing, for reinstatement at any time
prior to three years after the date of lapse provided the
Certificate was not surrendered. 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.

(f) The substance of the provisions of any indenture or agreement
with respect to voting rights, together with the names of any
persons other than security holders given the right to
exercise voting rights pertaining to the trust's securities or
the underlying securities and the relationship of such persons
to the trust.

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
<PAGE> 8

instructions received from persons having Variable
Accumulation Units of the Fund Account. The Company will vote
shares for which it has not received instructions, as well as
shares attributable to it, in the same proportion as it votes
shares for which it has received instructions. The Funds do
not hold regular meetings of shareholders.

The number of votes that an Owner has the right to 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 sixty
(60) days before the meeting of the Fund. Voting instructions
will be solicited by written communication at least fourteen
(14) days prior to the meeting of the Fund.

(g) Whether security holders must be given notice of any change in:

(1) the composition of the assets of the trust.

The Company reserves the right, subject to compliance
with applicable law:

(a) to make additions to, deletions from, or
substitutions for the Fund shares that are
held or purchased by the Separate Account;

(b) to eliminate the shares of any Fund and to
substitute shares of another open-end,
registered investment company, if the shares
of that Fund are no longer available for
investment, or if in its judgment further
investment in that Fund should become
inappropriate in view of the purposes of the
Separate Account;

(d) to operate the Separate Account as a
management company under the 1940 Act;

(e) to deregister the Separate Account under the
1940 Act in the event such registration is no
longer required; and

(f) to combine the Separate Account with one or
more of the Company's other Separate Accounts
as may be established.
<PAGE> 9
In no event will any of the changes described above
be made without notice to Owners in accordance with
the federal securities laws and without obtaining, as
necessary, prior approval of the Commission.

(2) the terms and conditions of the securities issued by
the trust.

No changes in the terms and conditions of a Policy
that affect a Group Policyholder and an Owner's
rights will be made without notice to the Group
Policyholder and the Owner.

(3) the provisions of any indenture or agreement of the
trust.

Not applicable.

(4) the identity of the depositor, trustee or custodian.

The Company is considered to be the Depositor. The
Separate Account has no trustee or custodian. There
is no provision requiring notice to, or consent of,
security holders, with respect to a change in the
identity of the depositor.

(h) Whether the consent of security holders is required in order
for action to be taken concerning any change in:

(1) the composition of the assets of the trust.

Consent of policyowners or certificate owners is not
required when changing the underlying securities of
the Separate Account. However, to change such
securities, approval of the Commission is required by
Section 26(b) of the 1940 Act. Except as required by
federal or state law or regulation, no action will be
taken by the Company which will adversely affect the
rights of policyowners and certificate owners without
their consent.

(2) the terms and conditions of the securities issued by
the trust.

No changes in the terms and conditions of a Policy
that affect a policyowner's rights will be made
without notice to the policyowner.

The Company reserves the right to amend the Policy
without policyowner consent as may be necessary to
comply with applicable law.
<PAGE> 10
(3) the provisions of any indenture or agreement of the
trust.

Not applicable.

(4) the identity of the depositor, trustee or custodian.

See Item 10(g)(4).

(i) Any other principal feature of the securities issued by the
trust or any other principal right, privilege or obligation
not covered by subdivisions (a) to (g) or by any other item in
this form.

The Certificates provide for flexible premium payments.
Premium payments are payable at the frequency and in the
amount selected by the Owner. The initial premium payment is
due on the Certificate Effective Date. Premiums may be paid
on a periodic basis (e.g., through payroll deduction or
through periodic billing) or on a lump sum basis. The minimum
payment required is the amount necessary to maintain a
positive Net Cash Value. Each subsequent lump sum premium
payment must be at least $25. The Company reserves the right
to decline any application or 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 confirmation of wire transfer into a bank
account maintained by the Company for receipt of premiums from
Group Policyholders under these Policies is received by the
Company. Such a wire transfer must be preceded, by two
business days, by a reconciliation statement identifying the
Group Policyholder, the Certificate number, the Owner and the
amount of premium received for each Certificate.

The Owner may elect to increase, decrease or change the
frequency of premium payments.

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

At any time, the Owner may increase periodic premium payments
or make lump sum premium payments, but:
<PAGE> 11
* 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 Accounts
and less any surrenders and loans, with accrued
interest.

* 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 life insurance. 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.

The Policies will be offered 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 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.

Information Concerning the Securities Underlying the Fund's Securities

11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders
<PAGE> 12
have an interest. (If the unit consists of a single security issued
by an investment company, name such investment company and furnish a
description of the type of securities comprising the portfolio of such
investment company.)

The Separate Account invests at the Policyholder and/or Owner's
option, in securities of one or more of the Funds, each of which is a
mutual fund registered with the Commission as an open-end diversified
management investment company. Each Fund Account invests solely in
shares of one of the seven Funds. Each Fund is a portfolio of a trust
or corporation. The seven Funds and their investment objectives are
as follows:

Fidelity Investment Grade Bond Fund
of the Fidelity Variable Insurance Products Fund II

The fund seeks high current income by investing 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
of the Fidelity Variable Insurance Products Fund II

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.

Fidelity Equity-Income Fund of the
Fidelity Variable Insurance Products Fund

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 balance in
all types
<PAGE> 13
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.

Fidelity Overseas Portfolio of the
Fidelity Variable Insurance Products Fund

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 the funds 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.

TCI Growth of
TCI Portfolios, Inc.

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.

CIGNA Money Market Fund
of CIGNA Variable Products Group

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 funds yield will vary from day to day and generally
reflects current short-term interest rates and other market
conditions.

CIGNA Companion Fund of
CIGNA Variable Products Group

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
<PAGE> 14
stocks, most of which trade on the New York Stock Exchange. The funds
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 greater results that
could be obtained by a fund that aggressively seeks growth.

12. If the trust is the issuer of periodic payment plan certificates and
if any underlying securities were issued by another investment
company, furnish the following information for each such company:

(a) Name of company.

See Item 11.

(b) Name and principal business address of depositor.

See Item 4.

(To be Completed)

(d) Name and principal business address of principal underwriter.

Fidelity Investment Grade Bond Fund, Fidelity Equity Income
Portfolio, Fidelity Overseas Portfolio, and Fidelity Asset
Manager are distributed by Fidelity Distributors Corporation,
82 Devonshire Street, Boston, Massachusetts, 02103.

TCI Growth is distributed by TCI Portfolios, Inc., 4500 Main
Street, P.O. Box 419385, Kansas City, MO., 64141-6385.

CIGNA Money Market Fund and CIGNA Companion Fund is
distributed by CIGNA Financial Advisers, Inc., 900 Cottage
Grove Road, Bloomfield, CT., 06152.

(e) The period during which the securities of such company have
been the underlying securities.

Not applicable.

(If any sub-item is not applicable, so state.)

Information Concerning Loads, Fees, Charges and Expenses
<PAGE> 15
13. (a) Furnish the following information with respect to each load,
fee, expense or charge to which (1) principal payments, (2)
underlying securities, (3) distributions, (4) cumulated or
reinvested distributions or income, and (5) redeemed or
liquidated assets of the trust's securities are subject:

(A) the nature of such load, fee, expense, or charge;

(B) the amount thereof;

(D) the nature of the services performed by such person
in consideration for such load, fee, expense or
charge.

(1) Principal Payments

A deduction of 3.0% of each premium will be made to
cover the premium load. This load represents 2.5%
for state premium taxes and 0.5% for the effect of
federal income taxes. This load may be changed from
time to time but may not exceed 5%.

(2) Underlying Securities

No load, fee expense or charge is assessed in
connection with the purchase of the underlying
securities for the Separate Account.

(3) Distributions

No load, fee, expense or charge is assessed in
connection with distributions, except for a $25
transaction fee with respect to partial or full
surrenders.

(4) Cumulated or Reinvested Distributions or Income

All income and other distributions earned by the
Separate Account are reinvested, after charges to
provide for taxes attributable to the operation of
the Separate Account and charges for mortality and
expense risk, at net asset value in shares of the
Fund. Currently there are no charges to provide for
taxes attributable to the operation of the Separate
Account, and the mortality and expense risk charge is
made daily at an effective annual rate of 0.45% of
the value of each Fund Account. The mortality and
expense risk charges may be increased if the Company
feels they are
<PAGE> 16
inadequate, but they may not exceed an effective
annual rate of 0.90% of each Fund Account.

(5) Redeemed or Liquidated Assets

No load, fee, expense or charge is assessed in
connection with redemption or liquidation of assets,
except for a $25 transaction fee of partial or full
surrenders.

(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information
with respect to sales load and other deductions from principal
payments.

Not applicable.

(c) State the amount of total deductions as a percentage of the
net amount invested for each type of security issued by the
trust. State each different sales charge available as a
percentage of the public offering price and as a percentage of
the net amount invested. List any special purchase plans or
methods established by rule or exemptive order that reflect
scheduled variations in, or elimination of, the sales load and
identify each class of individuals or transactions to which
such plans apply.

A deduction of 3.0% of each premium payment will be made to
cover the premium load. This load represents 2.5% for state
premium taxes and 0.5% for the effect of federal income taxes.
This load may be changed from time to time but may not exceed
5%.

(d) Explain fully the reasons for any difference in the price at
which securities are offered generally to the public, and the
price at which securities are offered for any class of
transactions to any class or group of individuals, including
officers, directors, or employees of the depositor, trustee
custodian or principal underwriter.

Not applicable.

(e) Furnish a brief description of any loads, fees, expenses or
charges not covered in Item 13(a) which may be paid by
security holders in connection with the trust or its
securities. (Assignment, reinstatement, replacing lost
certificates, etc.)

(1) Mortality and Expense Risk Charge. The Company
charges the Fund Accounts for the mortality and
expense risks the Company assumes. The charge is made
daily at an effective annual rate not to
<PAGE> 17

exceed 0.90% (the current charge is 0.45%). The
Company estimates that .30% of this charge would be
for mortality risks and .60% for expense risks. The
mortality risk assumed is that Insureds may live for
a shorter period of time than estimated, and
therefore, a greater amount of death
benefits will be payable. The expense risk
assumed is that expenses incurred in issuing and
administering the Policies will be greater than
estimated.

(2) Cash Value Transfer Charge. After the twelfth
transfer during any one policy year, a charge of $25
will be imposed for each transfer. The charge will be
deducted from the Fund Account from which the
transfer is made. The Company reserves the right to
waive the transfer charge for specific transactions
or for groups of transactions.

(3) Taxes. Currently no charge is taken from the
Separate Account for federal income taxes that may be
attributable to the operation of the Separate
Account. The Company may, however, make such a charge
in the future. Charges for other taxes, if any,
attributable to the Separate Account operation may
also be made.

(4) Monthly Deduction. Charges will be deducted from the
Cash Value of each Certificate to compensate the
Company for certain administrative costs, and for the
cost of insurance and optional benefits added by
rider. The monthly deduction will be due on the first
of each month and deducted shortly thereafter and the
deduction will be allocated among the Fixed Account
and Fund Accounts based on the proportionate values
in each funding vehicle. The monthly charges consist
of the following:

(A) Monthly Administrative Charge. The Company
has responsibility for the administration of
the Policy, the Certificates, and the
Separate Account. Annual administrative
expenses include premium billing and
collection, recordkeeping, processing death
benefit claims, full and partial surrenders,
and Certificate changes, reporting and
overhead costs. As reimbursement for
administrative expenses related to the
maintenance of each Policy, Certificate, and
the Separate Account, the Company assesses a
monthly administrative fee. The
administrative fee is divided into two
separate fixed dollar monthly charges. The
first charge, which will not exceed $5.00 per
month, is assessed against each Certificate.
<PAGE> 18

The second fixed dollar charge, which
will not exceed $3.00 per month, is assessed,
in addition to the first charge, against
Certificates which have accumulated
Cash Value in any Fund Account. The second
charge is waived when the Net Cash Value
exceeds $10,000. The aggregate of the two
charges is guaranteed for the life of the
Policy not to exceed $6.00 per month nor will
it exceed the Company's costs without profit
of administration.

(B) Cost of Insurance Charge. Because the cost
of insurance depends upon a number of
variables, this charge can vary. The Company
will determine the cost of insurance charge
by multiplying the Coverage Amount of the
Certificate by the applicable cost of
insurance rate. The Coverage Amount of the
Certificate is the amount selected by the
Owner, as changed by the Owner from time to
time, and is reflected in the Coverage
Verification Pages of the Certificate.

The cost of insurance rate is 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 the
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. They will not,
however, be greater than the guaranteed cost
of insurance rates set forth in the Policy.
These guaranteed rates are based on 150% of
the 1980 Commissioners Standard Ordinary Male
Mortality Table and the Insured's attained
age on his most recent birthday. Any change
in the cost of insurance rates will apply to
all persons of the same age, gender
classification, Eligibility Class, group,
payment mechanism category, and rating class.

(C) Optional Insurance Benefits Charge. The
monthly deduction will include deductions for
any optional insurance benefits added to a
Certificate by rider or benefit elections
made by the Group Policyholder and/or Owner
as reflected in the Certificate.

(f) State whether the depositor, principal underwriter, custodian
or trustee, or any affiliated person of the foregoing may
receive profits or other benefits not
<PAGE> 19

included in answer to Item 13(a) or 13(d) through the sale or
purchase of the trust's securities or interests in such
securities, or underlying securities or interests in
underlying securities, and describe fully the nature and
extent of such profits or benefits.

Neither the Company nor any affiliated persons of the Company
may receive any profit or any other benefit from premium
payments under the Policies or the investments held in the
Separate Account not included in the answers to Items 13 (a)
or 13 (d) through the sale or purchase of the Policies or
shares of the Funds, except that (1) the Company may receive a
profit to the extent that the cost of insurance built into a
Policy exceeds the actual amount needed to pay benefits; (2)
favorable mortality or expense experience may cause the
insurance provided under a Policy to be profitable to the
Company; (3) on Policy loans, the Company may derive a profit
on the difference between interest charged and interest
credited; (4) the Company will compensate certain other
persons, including Company agents, for services rendered in
connection with the distribution of the Policies and
Certificates but such payments will be made from the Company's
General Account and (5) the Company may receive fees from the
Funds or their advisers for providing certain services such as
individual contract recordkeeping.

(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust
bear to the dividend and interest income from the trust
property during the period covered by the financial statements
filed herewith.

Not applicable.

Information Concerning the Operations of the Fund

14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.

The Policies will be offered 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 term life
<PAGE> 20
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.

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 Certificate Effective Date,
or more than 30 days after becoming eligible after the Certificate
Effective Date.

The minimum Coverage Amount for Insured Employees is $10,000.
The minimum Coverage Amount for spouses is 50% of the Employee selected
Coverage Amount if the Employee selected Coverage Amount is less than
$20,000. Maximum Coverage Amounts for employees and union members, to
be agreed upon between the Group Policyholder and the Company before
coverage under the Policy is offered to eligible persons, will be in
whole number multiples of the employee's or union member's annual
compensation but not more than ten times annual compensation or a
fixed dollar maximum.

Coverage for spouses will be in $10,000 increments up to 50% of the
employee or union member's selected amount.

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

15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.

Owners may make premium payments in one of two ways: 1) by payroll
deduction if the Insured or Owner is an employee of the Group
Policyholder, and 2) by remitting premium payments directly to the
Company at the Customer Service Center identified in the Coverage
Verification Pages of the Certificate. Premiums will not be deemed
received until actually received by the designated Customer Service
Center or, for payroll deducted premiums, until confirmation of wire
transfer by the Group Policyholder, to an account established by the
Company for the receipt of premium from the Group Policyholder, is
received by the Company. Wire transferred payroll deduct premiums
must be preceded by a reconciliation of premiums conveyed, at least
two business days
<PAGE> 21
before, to the Customer Service Center identifying the group Policy
Number and the amount of premiums being remitted for each Owner and
such other information as the Company may require to assure proper
investment and crediting of premium payments. Premiums received before
the close of the New York Stock Exchange will be invested based on
closing prices that day.

Upon receipt of premiums, each Owner's premium payment is assessed the
premium load identified in the Certificate's Coverage Verification
Pages, and the resulting Net Premium Payment is allocated to the Fixed
Account and the Fund Accounts as directed by the Owner in accordance
with the terms of the Certificate. Allocation to the Fixed Account
will increase the Fixed Account balance, and allocation to a Fund
Account will increase the number of Variable Accumulation Units held
in that Fund Account. Such allocations must be in 5% increments
totalling 100%.

All Net Premium Payments received by the Company in exchange for
Variable Accumulation Units in a Fund Account are deposited into the
Separate Account which invests in shares of the Funds underlying the
Fund Account.

16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.

The Company acts as agent for each Fund underlying a Fund Account
within a Separate Account for the limited purpose of accepting
purchase and redemption orders for Fund shares. The Company may
purchase and redeem shares on each Valuation Day pertaining to a Fund
Account. On each such Valuation Day for each Fund Account, the
Company purchases or redeems shares in each Fund based on a netting of
all transactions for that day, including the amount of premiums
allocated to the applicable Fund Account, transfers, surrenders,
payments, charges, and payment of any benefits due for that day. Such
transactions are governed by Fund Participation Agreements among the
Company and the Funds, their respective investment advisors and their
underwriters.

17. (a) Describe the procedure with respect to withdrawal or
redemption by security holders.

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 will not be allocated to the Separate
Account even if the Owner may have so directed until three
business days following
<PAGE> 22

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.

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 Fund Account, the $25
transaction charge and the amount paid upon the surrender will
be taken proportionately from the values in each Fund Account,
unless the Owner and the Company agree otherwise.

A full surrender may be made at any time during the
lifetime of the Insured and 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, and return of
the Certificate to the Company. Payment of any amount from the
Separate Account on a full surrender will usually be made
within seven calendar days thereafter.

Payment of the surrendered amount from the Separate Account
may be postponed when the New York Stock Exchange is closed
and for such other periods as the Commission may require.
Payment 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.

An Owner may obtain loans as described in Item 21.
<PAGE> 23
An Owner may make surrenders, as described in Item 10(c) and
subject to certain charges as described in Item 13.

While the Certificate is in force, values may, at any time, be
transferred ($250 minimum) from one Fund Account to another,
or from the Separate Account to the Fixed Account. Within the
30 days after each Policy Anniversary Date, 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 from
the Fixed Account will be effective as of the Valuation Day
during which a 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. Transfers may be made in
writing (or by telephone if telephone transactions have been
previously authorized in writing). To make a telephone
transfer, the Owner must call the Customer Service Center and
provide, as identification, his or her Certificate Number, his
or her Social Security number, and/or his or her 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 the day after that. The Company disclaims all
liability for losses resulting from unauthorized or fraudulent
telephone transactions, but acknowledges that if it does not
follow these procedures, which it believes to be reasonable,
it may be liable for such losses.

Any transfers among the Fund Accounts or 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. Any transfer made which causes
the remaining 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. The Owner should carefully consider
current market conditions and each Fund's investment policies
and related risks before allocating money to the Fund
Accounts.
<PAGE> 24
(b) Furnish the names of any persons who may redeem or repurchase,
or are required to redeem or repurchase, the trust's
securities or underlying securities from security holders, and
the substance of the provisions of any indenture or agreement
pertaining thereto.

The Company is required to process all surrender requests as
described in Item 10(c). Each Fund will redeem its shares
upon the Company's request in accordance with the Investment
Company Act of 1940. Redeemed shares are retired although
they may later be reissued if a Fund's governing documents
permit.

A Group Policy or Certificate, once totally surrendered, may
not be reissued.

18. (a) Describe the procedure with respect to the receipt, custody
and disposition of the income and other distributable funds of
the trust and state the substance of the provisions of any
indenture or agreement pertaining thereto.

All dividends and capital gains distributions, if any, of the
Funds will be automatically reinvested in additional Fund
shares at their respective net asset values. Pursuant to the
group policies and Certificates the Company will make
distributions from the Fund Accounts in connection with Death
Benefits, policy loans, and surrenders. Applicable procedures
for such distributions are described in the answers to items
10(c), 10(i)(6), and 21.

(b) Describe the procedure, if any, with respect to the
reinvestment of distributions to security holders and state
the substance of the provisions of any indenture or agreement
pertaining thereto.

Not applicable.

(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the
manner of handling of same.

Net Premium Payments allocated to the Separate Account
constitute reserves for variable benefits under the Policies
and Certificates.

(d) Submit a schedule showing the periodic and special
distributions which have been made to security holders during
the three years covered by the financial
<PAGE> 25
statements filed herewith. State for each such distribution
the aggregate amount and amount per share. If
distributions from sources other than current income have been
made identify each such other source ad indicate whether such
distribution represents the return of principal payments to
security holders. If payments other than cash were made
describe the nature thereof, the account charged and the basis
of determining the amount of such charge.

No distributions have been made.

19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of
information to security holders, and the substance of the provisions
of any indenture or agreement pertaining thereto.

The Company will have primary responsibility for all administration of
the Policies and the Certificates and the Separate Account. The
administrative services provided include preparation of the Policies
and Certificates, maintenance of Owner records and all accounting,
valuation, regulatory and reporting services required by the Company.

The Company will send such reports of the Separate Account as are
presently required by the 1940 Act and regulations promulgated
thereunder. The Company will also mail to Owners, at the last known
address of record at the Customer Service Center, any reports required
by state law. Each person having a voting interest will receive proxy
materials, reports, and other materials relating to the Funds.

20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:

(a) Amendments to such indenture or agreement.

Not applicable.

(b) The extension or termination of such indenture or agreement.

Not applicable.

(c) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties,
obligations and functions.

Not applicable.
<PAGE> 26
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.

Not applicable.

(e) The removal or resignation of the depositor, or the failure of
the depositor to perform its duties, obligations and
functions.

The Company acts as depositor. There are no provisions
relating to the removal or resignation of the depositor or the
failure of the depositor to perform its duties, obligations
and functions.

(f) The appointment of a successor depositor and the procedure if
a successor depositor is not appointed.

There are no provisions relating to the appointment of a
successor depositor nor a procedure if a successor depositor
is not appointed.

21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.

If the Certificate is in force and has Net Cash Value, the
Company will make a loan to the Owner of the Certificate using
the Cash Value as security for the loan. A 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 will require the
amount of the Loan Balance to exceed 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 amount of the loans and interest due 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 Fund Account,
withdrawals from each Fund Account will be made in proportion
to the assets in each Fund Account at the time of the loan for
transfer to the Loan Account, 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 Loan Balance. To the extent that the Current Outstanding
Loan Balance
<PAGE> 27
exceeds the Loan Account Value, such excess will reduce the
payment of any proceeds under the Certificate.

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 no longer
required to be in the Loan Account will be allocated among the
Fund Accounts according to current Net Premium Payment
allocations.

(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the
depositor, principal underwriter, trustee or custodian, or any
affiliated person of the foregoing. The following items
should be covered:

(1) The name of each person who makes such agreements or
arrangements with security holders.

(2) The rate of interest payable on such loans.

(3) The period for which loans may be made.

(4) Costs or charges for default in repayment at maturity.

(5) Other material provisions of the agreement or
arrangement.

The portion of a Certificate loan attributable to the Fund
Accounts will normally be paid within seven days after receipt
of written request. The Company may postpone payment of any
such policy loan whenever: (i) the New York Stock Exchange is
closed other than customary weekend and holiday closings, or
trading on the New York Stock Exchange is restricted as
determined by the Commission; (ii) the Commission by order
permits postponement for the protection of Owners; (iii) an
emergency exists, as determined by the Commission, as a result
of which disposal of securities is not reasonably practicable
or it is not reasonably practicable to determine the value of
any Fund Account's net assets. In addition, the Company may
delay the payment of policy loans secured by the Cash Value
that the Owner paid by check until such time as the check has
cleared the issuing bank.

(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to
the depositor, principal underwriter,
<PAGE> 28

trustee or custodian or affiliated person of the
foregoing and the aggregate amount of loans in default at
the end of the last fiscal year covered by financial
statements filed herewith.

Not applicable.

22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor,
trustee or custodian, or any other party to such indenture or
agreement.

There are no such provisions.

23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.

A blanket bond for $10 million covers all of the officers and
employees of the Company.

24. State the substance of any other material provisions of any indenture
or agreement concerning the trust or its securities and a description
of any other material functions or duties of the depositor, trustee or
custodian not stated in Item 10 or Items 14 to 23 inclusive.

Incontestability. The Company will not contest payment of the death
proceeds based on the initial Coverage Amount after it has been in
force during the lifetime of the Insured for two years from the issue
date. A new two year contestability period will apply to each
increase in specified amount beginning on the effective date of each
such increase and will apply to material misrepresentations made in
the application for the increase. If the Policy is reinstated, a new
two year contestability period (apart from any remaining
contestability period) will apply from date of the application for
reinstatement and will apply only to statements made in the
application for reinstatement.

Suicide. If the Insured commits suicide, while sane or insane, within
two years from the issue date, the only benefit paid will be the sum
of: (a) premiums paid, minus the amount of any partial surrenders,
minus any outstanding loan balance plus interest. If the Insured,
while sane or insane, commits suicide within two years after the
effective date of any increase in insurance or any reinstatement, the
Company's total liability with respect to such increase or
reinstatement will be a refund of the monthly charges for its cost of
insurance.

Misstatement of Age. If the age of the Insured is misstated, the
Death Benefit will be adjusted based on what
<PAGE> 29
the most recent Monthly Deduction would have purchased based on the
correct age.

III

Organization, Personnel and Affiliated Persons of Depositor

25. State the form or organization of the depositor of the trust, the name
of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.

The Company was incorporated under the laws of Connecticut in 1865.

26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the
exercise of any functions or duties concerning securities of
the trust during the period covered by the financial
statements filed herewith.

Not applicable.

(b) Furnish the following information with respect to any fee or
any participation in fees received by the depositor from any
underlying investment company or any affiliated person or
investment adviser of such company.

In connection with Fund Participation Agreements with the
Funds and their investment advisers or distributors, the
depositor or the principal underwriter may in some instances
receive fees of as much as .20% per year from the advisers or
their affiliated persons for providing certain services such
as individual contract recordkeeping.

27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other
than the trust, state the name or names of such company or companies,
their relationship, if any, to the trust, and the nature of the
depositor's activities therewith. If the depositor has ceased to act
in such named capacity, state the date of and circumstance surrounding
such cessation.

The Company is principally engaged in offering group and individual
life and health insurance policies and annuity contracts. It is
licensed to do business in 50 states, the District of Columbia and
Puerto Rico. The Company is also
<PAGE> 30
the depositor of three other of its separate accounts registered with
the Commission as unit investment trusts which fund or will fund
variable life insurance or variable annuity contracts of the Company.
They are called CG Variable Annuity Separate Account, CG Variable Life
Insurance Separate Account I, and CG Variable Annuity Separate Account
II.

Officials and Affiliated Persons of Depositor

28. (a) Furnish as at latest practicable date the following
information with respect to the depositor of the trust, with
respect to each officer, director, or partner of the
depositor, and with respect to each natural person directly or
indirectly owning, controlling or holding with power to vote
5% or more of the outstanding voting securities of the
depositor.

(i) name and principal business address;

(ii) nature of relationship or affiliation with depositor
or the trust;

(iii) ownership of all securities of the depositor;

(iv) ownership of all securities of the trust;

(v) other companies of which each person named above is
presently officer, director or partner.

See the table below. See also Item 29.

(b) Furnish a brief statement of the business experience during
the last five years of each officer, director or partner of
the depositor.

See table below. 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.
<PAGE> 31
DIRECTORS AND OFFICERS OF THE COMPANY

<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 Vice President and Treasurer

Harold W. Albert Director

S. Tyrone Alexander Director and Senior Vice President

Martin Brennen Director and Senior Vice President

Robert W. Burgess Director

John G. Day Director and Chief Counsel

R. Chris Doerr Director, Senior Vice 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>
<PAGE> 32
Companies Owning Securities of Depositor

29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds power to vote 5% or more of the outstanding voting securities of
the depositor: (a) name and principal business address; (b) nature of
business; (c) ownership of all securities of the depositor.

The Company is a wholly-owned subsidiary of Connecticut General
Corporation ("CGC"), Bloomfield, Connecticut. CGC is a wholly-owned
subsidiary of CIGNA Holdings, Inc., Philadelphia, Pennsylvania, which
is in turn wholly-owned by CIGNA Corporation, Philadelphia,
Pennsylvania. CGC is the holding company of various insurance
companies, one of which is the Company.

CIGNA Corporation has no information that any person or concern
beneficially owns more than five percent of the outstanding Common
Stock, except as reported on three Schedules 13G (reporting ownership
as of December 31, 1994). The Windsor Fund Series -- Windsor Funds,
Inc. ("Windsor"), Vanguard Financial Center, Valley Forge,
Pennsylvania 19482, reported sole voting power and shared dispositive
power as to 6,268,500 shares of Common Stock, or 8.68% of the
outstanding Common Stock as of December 31, 1994. also, Wellington
Management Company ("Wellington"), 75 State Street, Boston,
Massachusetts 02109, in its capacity as investment advisor to Windsor
and other investment advisory clients, reported shared dispositive
power as to 7,136,400 shares (which includes the shares reported by
Windsor), or 9.88% of the outstanding Common Stock as of december 31,
1994, and shared voting power as to 301,200 of these shares. Finally,
Sanford C. Bernstein & Co., Inc. ("Bernstein"), One State Street
Plaza, New York, New York 10004, reported sole dispositive power as to
5,788,890 of such shares, or 8.02% of the outstanding Common Stock as
of December 31, 1994 and sole voting power as to 2,952,350 of these
shares of Common Stock, or 4.09% of the outstanding Common Stock as of
December 31, 1994.

Controlling Persons

30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and
42 who directly or indirectly controls the depositor.

None.

Compensation of Officers and Directors of Depositor
Compensation of Officers
<PAGE> 33
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:

(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration;

(b) directly to all officers or partners of the depositor as a
group exclusive of persons whose remuneration is included
under Item 31(a), stating separately the aggregate amount paid
by the depositor itself and the aggregate amount paid by all
the subsidiaries;

Not applicable with respect to the Separate Account. As of
this date, the Separate Account had not yet commenced
operations.

Compensation of Directors

32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by
the depositor during the last fiscal year covered by financial
statements filed herewith:

(a) the aggregate direct remuneration to directors;

(b) indirectly or through subsidiaries to directors.

Not applicable with respect to the Separate Account. See
Item 31.

Compensation to Employees

33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all employees
of the depositor (exclusive of persons whose remuneration is
reported in Items 31 and 32) who received remuneration in
excess of $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any
or its subsidiaries.

Not applicable with respect to the Separate Account. See
Item 31.

(b) Furnish the following information with respect to the
remuneration for services paid directly during the last fiscal
year covered by financial statements filed
<PAGE> 34

herewith to the following classes of persons (exclusive of
those persons covered by Item 33(a)): (1) Sales managers,
branch managers, district managers and other persons
supervising the sale of registrant's securities; (2) Salesmen,
sales agents, canvassers and other persons making solicitations
but not in supervisory capacity; (3) Administrative and
clerical employees; and (4) Others (specify). If a person is
employed in more than one capacity, classify according to
predominant type of work.

Not applicable with respect to the Separate Account. See
Item 31.

Compensation to Other Persons

34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons
whose remuneration is reported in Items 31, 32 and 33), whose
aggregate compensation in connection with services rendered with
respect to the trust in all capacities exceeded $10,000 during the
last fiscal year covered by financial statements filed herewith from
the depositor and any of its subsidiaries.

Not applicable with respect to the Separate Account. See Item 31.

IV.

DISTRIBUTION AND REDEMPTION OF SECURITIES

Distribution of Securities

35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to
be made, and (C) have been discontinued, indicating by appropriate
letter the status with respect to each state.

No sales are currently being made. It is proposed that Policies will
initially be offered in all jurisdictions where the Company has the
authority to sell the Policies. The sale of the Policies has not been
discontinued in any states.

36. If sales of the trust's securities have at any time since January 1,
1936 been suspended for more than a month describe briefly the
reasons for such suspension.

Not applicable.
<PAGE> 35
37. (a) Furnish the following information with respect to each
instance where subsequent to January 1, 1937, any federal or
state governmental officer, agency, or regulatory body denied
authority to distribute securities of the trust, excluding a
denial which was merely a procedural step prior to any
determination by such officer, etc., and which denial was
subsequently rescinded.

(1) Name of officer, agency or body.

(2) Date of denial.

(3) Brief statement of reason given for revocation.

Not applicable.

38. (a) Furnish a general description of the method of distribution of
securities of the trust.

The Company plans to distribute the Policies through the
Separate Account's principal underwriter, CIGNA Financial
Advisors, Inc. ("CFA"), which is a broker-dealer registered
with the Commission, and is a member of the National
Association of Securities Dealers, Inc. ("NASD"). The Company
and CFA expect to enter into selling agreements with other
broker-dealers and insurance agencies to distribute the
Policies.

(b) State the substance of any current selling agreement between
each principal underwriter and the trust or the depositor,
including a statement as to the inception and termination
dates of the agreement, any renewal and termination
provisions, and any assignment provisions.

Not applicable.

(c) State the substance of any current agreements or arrangements
of each principal underwriter with dealers, agents, salesmen,
etc., with respect to commissions and overriding commissions,
territories, franchises, qualifications and revocations. If
the trust is the issuer of periodic payment plan certificates,
furnish schedules or commissions and the bases thereof. In
lieu of a statement concerning schedules of commissions, such
schedules or commissions may be filed as Exhibit A(3)(c).

Not applicable.

Information Concerning Principal Underwriter

39. (a) State the form of organization of each principal underwriter
of securities of the trust, the name of the
<PAGE> 36
state of other sovereign power under the laws of which each
underwriter was organized and the date of organization.

CFA is a Connecticut corporation incorporated in 1967.

(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National
Association of Securities Dealers, Inc.

While distribution of the Policies has not yet commenced, CFA
is a member of the National Association of Securities Dealers,
Inc.

40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the
sale of securities of the trust and any other functions in
connection therewith exercised by such underwriter in such
capacity or otherwise during the period covered by the
financial statements filed herewith.

Not applicable.

(b) Furnish the following information with respect to any fee or
any participation in fees received by each principal
underwriter from any underlying investment company or any
affiliated person or investment adviser of such company:

(1) The nature of such fee or participation.

(2) The name of the person making payment.

(3) The nature of the services rendered in consideration
for such fee or participation.

(4) The aggregate amount received during the last fiscal
year covered by the financial statements filed
herewith.

Not applicable.

41. (a) Describe the general character of the business engaged in by
each principal underwriter, including a statement as to any
business other than the distribution of securities of the
trust. If a principal underwriter acts or has acted in any
capacity with respect to any investment company or companies
other than the trust, state the name or names of such company
or companies, their relationship, if any, to the trust and the
nature of such activities. If a principal underwriter has
ceased to act in such named capacity, state the date of and
the circumstances surrounding such cessation.
<PAGE> 37
CFA, a registered broker-dealer and a registered investment
adviser, engages both in the distribution of securities,
principally investment company securities, and in the
provision of investment advice to a variety of clients. It is
the principal underwriter for three other registered separate
accounts of the Company, CG Variable Annuity Separate Account,
CG Variable Life Insurance Separate Account I, and CG Variable
Annuity Separate Account II.

(b) Furnish as at latest practicable date the address of each
branch office of each principal underwriter currently selling
securities of the trust and furnish the name and residence
address of the person in charge of such office.

Not applicable.

(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust
were distributed for the last fiscal year of the trust covered
by the financial statements filed herewith and furnish the
aggregate amount of compensation received by such salesmen in
such year.

Not applicable.

42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing
securities of the trust and with respect to each of the officers,
directors or partners of such underwriter: (a) name and principal
business address; (b) position with principal underwriter; (c)
ownership of securities of the trust.

Not applicable.

43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities
exchange and who is currently distributing the securities of the trust
or effecting transactions for the trust in the portfolio securities of
the trust.

Not applicable.

Offering Price or Acquisition Valuation of
Securities of the Fund

44. (a) Furnish the following information with respect to the method
of valuation used by the trust for purpose of determining the
offering price to the public of
<PAGE> 38

securities issued by the trust or the valuation of shares or
interest in the underlying securities acquired by the
holder of a periodic payment plan certificate:

(1) The source of quotations used to determine the value
of portfolio securities.

Each Fund Account's Variable Accumulation Unit values
are based on the net asset value of the shares of the
underlying Fund for that Fund Account as supplied to
the Company by the Fund or its agent.

(2) Whether opening, closing, bid, asked or any other
price is used.

The value of Variable Accumulation Units purchased on
any day before the close of the New York Stock
Exchange on that day will be determined based on the
net asset value of the underlying Fund shares
determined at the end of that day.

(3) Whether price is as of the day of sale or as of any
other time.

See answer to Item 44(a)(2) above.

(4) A brief description of the methods used by registrant
for determining other assets and liabilities
including accrual for expenses and taxes (including
taxes on unrealized appreciation).

The Separate Account's assets and liabilities (such
as charges against the Separate Account) are valued
in accordance with generally-accepted accounting
principles on an accrual basis. The Company does not
currently intend to create a reserve for its federal
income taxes.

(5) Other items which registrant adds to the net asset
value in computing offering price of its securities.

The charge for mortality and expense risks is
included in the calculation for determining the value
of Variable Accumulation Units. The charge is added
on a daily basis and is determined at a rate not to
exceed an effective annual rate of 0.90%

(6) Whether adjustments are made for fractions:
<PAGE> 39
(i) before adding distributor's compensation
(load); and

(ii) after adding distributor's compensation
(load).

Distributor's compensation is not used in calculating
the Variable Accumulation Unit Value from day to day.
Any payments made for distribution expenses are made
from the General Account of the Company and are not
charged to the Fund Accounts. Appropriate
adjustments will be made for fractions in all
computations.

(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as the latest
practicable date.

No Policies have yet been offered for sale to the public.

(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation
and indicate the person or classes of persons to whom such
offering is made.

The Company does not require a premium payment of a fixed
amount at fixed intervals for a specified time period. An
Owner may, subject to the limitations set forth in Item 10(i),
pay premiums at any frequency in any amount. Nonetheless,
Owners will need to pay sufficient premiums to maintain
adequate Net Cash Value to pay monthly charges, including the
cost of insurance. The cost of insurance will vary, depending
upon the Insured's attained age, the type of benefit, the size
and type of group, 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.

45. Furnish the following information with respect to any suspension of
the redemption rights of the securities issued by the trust during the
three fiscal years covered by the financial statements filed herewith.

Not applicable.

Redemption Valuation of Securities of the Fund
<PAGE> 40
46. (a) Furnish the following information with respect to the method
of determining the redemption or withdrawal valuation of
securities issued by the trust:

(1) The source of quotations used to determine the value
of portfolio securities.

See Item 44(a)(1).

(2) Whether opening, closing, bid, asked or any other
price is used.

See Item 44(a)(2).

(3) Whether price is as of the day of sale or as of any
other time.

As of the day a request for surrender is received at
the Customer Service Center.

(4) A brief description of the methods used by registrant
for determining other assets and liabilities
including accrual for expenses and taxes (including
taxes on unrealized appreciation).

See Item 44(a)(4) and 18(c).

(5) Other items which registrant deducts from the net
asset value in computing redemption value of its
securities:

See Item 10(c).

(6) Whether adjustments are made for fractions.

Variable Accumulation Units are sold and redeemed in
decimal shares.

(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as
at latest practicable date.

No Policies have yet been offered for sale to the public.

Purchase and Sale of Interests in Underlying
Securities from and to Security Holders.

47. Furnish a statement as to the procedure with respect to the
maintenance of a position in the underlying securities or interests in
the underlying securities, the extent and
<PAGE> 41
nature thereof and the person who maintains such a position. Include
a description of the procedure with respect to the purchase of
underlying securities or interests in underlying securities from
security holders who exercise redemption or withdrawal rights and the
sale of such underlying securities and interests in the underlying
securities to other security holders. State whether the method of
valuation of such underlying securities or interests in underlying
securities differs from that set forth in Items 44 and 46. If any
item of expenditure included in the determination of the valuation is
not or may not actually be incurred or expended, explain the nature of
such item and who may benefit from the transaction.

Net Premium Payments allocated to a Fund Account will purchase
Variable Accumulation Units in that Fund Account. The funds used to
purchase those Variable Accumulation Units will be held in the
Separate Account as funds of the Company. The Separate Account's
funds will be invested in shares of the underlying Funds in direct
relation to the amounts of Variable Accumulation Units in the various
Fund Accounts outstanding to all Owners. Shares of the Funds are
currently sold only to the Company and to other life insurance
companies to support their obligations under variable annuity and
variable life insurance contracts and are not sold directly to the
general public. The Company may redeem sufficient shares of the
appropriate Fund to pay death benefits, benefits at maturity, or
surrender proceeds, or for other purposes contemplated by the
Policies. In addition, if an Owner elects to transfer Cash Value
among the Fund Accounts, the Company may redeem shares held in any
Fund Account from which a transfer is made and purchase shares for any
Fund Account into which Cash Value is transferred. See Item 10(c).

INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN

48. Furnish the following information as to each trustee or custodian of
the trust:

(a) Name and principal business address.

(b) Form or organization.

(d) Name of governmental supervising or examining authority.
<PAGE> 42
Not applicable.

49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or
expenses are prepaid, state the unearned amount.

Not applicable.

50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust and, if so, give full
particulars, outlining the substance of the provisions of any
indenture or agreement with respect thereto.

The assets of the Separate Account are not chargeable with liabilities
arising out of any other business that the Company may conduct except
to the extent such assets exceed liabilities arising under the
variable portion of the Policy.

INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES

51. Furnish the following information with respect to insurance of holders
of securities:

(a) The name and address of the insurance company.

The name and address of the Company are set forth in the
answer to Item 2.

(b) The types of Policies and whether individual or group Policies.

The Policy is a group variable universal life insurance policy.

Under circumstances described in Item 10(d), a Policy may be
converted to a permanent life insurance policy with death
benefits that do not vary based on the performance of a
Separate Account. The Policies are issued on an individual
basis.

(c) The types of risks Insured and excluded.
<PAGE> 43
The Policies provide coverage for death and, in some cases,
accidental injury and total disability.

The Company assumes the risk that the deductions made for
mortality risk will prove inadequate to cover actual mortality
costs. The Company also assumes the risk that deductions for
expenses may be inadequate.

(d) The coverage of the Policies.

See Paragraph (c) of the Item. The minimum specified amount
is $10,000 (for spouses, 50% of the Employee Coverage Amount
if less than $20,000.) Death Benefit proceeds will be reduced
by any outstanding indebtedness and any due and unpaid charges
and any Advanced Payment Benefit paid under the Certificate
and increased by any unearned loan interest.

(e) The Beneficiaries of such Policies and the uses to which the
proceeds of Policies must be put.

The recipient of the benefits of the insurance undertakings
described in Item 51(c) is either the Owner or the beneficiary
designated by the Owner under a Policy. There are no
restrictions on the use of the proceeds other than those
established by an Owner.

(f) The terms and manners of cancellation and of reinstatement:

TERMINATION

The Policy may be terminated by the Group Policyholder or the
Company upon 60 day prior written notice.

Individual coverage under the Policy will terminate upon the
first of the following events:

(1) The Policy terminates if no continuation is
specifically provided for in the Policy

(2) Lapse of the Certificate

(3) Surrender of the Certificate

(4) The Insured is no longer eligible for the class in
which he was Insured if no continuation is
specifically provided for in the Policy.

(5) The death of the Insured.

CONTINUATION

Availability of continuation in the Policy will be agreed upon
between the Group Policyholder and the Company before coverage
under the Policy is offered to
<PAGE> 44

eligible persons. Continuation may be available in any
combination of the following circumstances, except that
continuation will always be available for Owners who have a Net
Cash Value equal to or greater than $250.

(1) When an Insured ceases to qualify for the class in
which he is Insured, he may continue if he becomes
eligible under a different eligibility class
immediately, according to the following schedule:

<TABLE>
<CAPTION>
LOST ELIGIBILITY NEW ELIGIBILITY
CLASS CLASS
------------------------- -------------------------
<S> <C>
Employee Retiree
Leave of Absence
Former Employee

Leave of Absence Employee Employee
Retiree
Former Employee

Spouse Former Spouse

Dependent Child Former Dependent Child
</TABLE>

(2) When the Policy is terminated, and no life insurance
coverage is offered in replacement of the Policy, the
Owner may continue the coverage under the Policy for
any Insured Class. If coverage is available under a
replacement plan of life insurance, the Owner may not
continue this coverage.

(3) If the above provisions do not provide for the
continuation of coverage under the Policy, but the
Certificate has a Net Cash Value of $250 or greater,
then coverage under the Certificate may be continued.

Continuation is not available for coverage which has lapsed or
been surrendered.

CONVERSION

Except for coverage which is lapsed or surrendered, coverage
which terminates and is not continued under the continuation
section of the Policy may be converted to an individual policy
of permanent life insurance.

Coverage converted because of the loss of eligibility of the
Insured may not exceed the amount the Insured had in force
under the Certificate at the time the Insured became
ineligible. Coverage converted because the Policy terminated
may be converted only if the
<PAGE> 45

coverage has been in force for 3 years or more, and the
maximum amount of coverage which may be converted upon Policy
termination is $10,000. Converted coverage will contain only
life insurance benefits and not the additional benefits
available under the Policy.

REINSTATEMENT

Coverage which has lapsed may be reinstated within three (3)
years of the date of lapse, provided the Certificate has not
been surrendered. The Owner must make a written request for
reinstatement, submit a new application form, provide evidence
of good health satisfactory to the Company at the Owner's
expense, pay premiums equal to two (2) times the Monthly
Deduction, and pay any Current Outstanding Loan Balance plus
interest accrued from the date of Lapse.

(g) The method of determining the amount of premiums to be paid by
holders of securities.

See Items 13(a), 13(d) and 13(e) for the amount of charges
imposed. See Items 10(i) and 44(c) for the manner in which
the premium is determined.

(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.

Not applicable.

(i) Whether any person other than the insurance company receives
any part of such premiums, the name of each such person and
the amounts involved, and the nature of the services rendered
therefor.

No person other than the Company receives any part of the
amounts deducted for assumption of mortality and expense
risks.

(j) The substance of any other material provisions of any
indenture or agreement of the trust relating to insurance.

None.

VII

POLICY OF REGISTRANT

52. (a) Furnish the substance of the provision of any indenture or
agreement with respect to the conditions upon which and the
method of selection by which particular portfolio securities
must or may be eliminated from
<PAGE> 46

assets of the trust or must or may be replaced by other
portfolio securities. If an investment adviser or other person
is to be employed in connection with such selection,
elimination or substitution, state the name of such person, the
nature of any affiliation to the depositor, trustee or
custodian, and any principal underwriter, and the amount of
remuneration to be received for such services. If any
particular person is not designated in the indenture or
agreement, describe briefly the method of selection of such
person.

See Items 10(g) and 10(h) regarding the Company's right to
substitute any other investment for shares of any Fund.

(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying
security during the period covered by the financial statements
filed herewith.

Not applicable.

(c) Describe the policy of the trust with respect to the
substitution and elimination of the underlying securities of
the trust with respect to:

(1) the grounds for elimination and substitution;

(2) the type of securities which may be substituted for
any underlying security;

(3) whether the acquisition of such substituted
securities would constitute the concentration of
investment in a particular industry or group of
industries or would conform to a policy of
concentration of investment in a particular industry
or group of industries;

(4) whether such substituted securities may be the
securities of another investment company; and

(5) the substance of the provisions of any indenture or
agreement which authorize or restrict the policy of
the registrant in this regard.

See Items 10(g) and 10(h).

(d) Furnish a description of any policy (exclusive of policies
covered by paragraphs (a) and (b) herein) of the trust which
is deemed a matter of fundamental policy and which is elected
to be treated as such.

None.
<PAGE> 47
53. (a) State the taxable status of the trust.

The Company does not initially expect to incur any income tax
upon the earnings or the realized gains attributable to the
Separate Account. Accordingly, the Company does not intend to
create a reserve for its federal income taxes attributable to
the Separate Account. If, however, the Company determines
that it may incur such taxes, it may assess a charge for those
taxes from the Separate Account.

Under current laws the Company may incur state and local taxes
(in addition to premium taxes) in several states, and will
incur certain federal tax liabilities in connection with the
Policies. The premium load of 3% is intended to defray such
obligations.

(b) State whether the trust qualified for the last taxable year as
a regulated investment company as defined in Section 851 of
the Internal Revenue Code of 1954, and state its present
intention with respect to such qualification during the
current taxable year.

Not applicable. See Item 53(a).

VIII

FINANCIAL AND STATISTICAL INFORMATION

54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class of series
of its securities.

Not applicable.

55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately
the following form on the basis of the certificate calling for the
smallest amount of payments. The schedule shall cover a certificate
of the type currently being sold assuming that such certificate had
been sold at a date approximately ten years prior to the date of
registration or at the approximate date of organization of the trust.

Not applicable.

56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith in respect of certificates sold during each period, the
following information for each fully paid type and each installment
<PAGE> 48
payment type of periodic payment plan certificate currently being
issued by the trust.

Not applicable.

57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith the following information for each installment payment
type of periodic payment plan certificate currently being issued by
the trust.

Not applicable.

58. If the trust is the issuer of periodic payment plan certificates,
furnish the following information for each installment payment type of
periodic payment plan certificate outstanding as at the latest
practicable date.

Not applicable.

59. Financial statements:

(a) Financial Statements of the Trust

Not applicable. The Separate Account is newly organized.

(b) Financial Statements of the Depositor

Balance sheet of Connecticut General Life Insurance Company as
of December 31, 1994 and profit and loss statements and
statements of surplus for the year ended December 31, 1994 are
to be incorporated by reference to the pre- effective
amendment to be filed to registrant's Registration Statement
on Form S-6 under the Securities Act of 1933.
<PAGE> 49

SIGNATURE

Pursuant to the requirements of the Investment Company Act of 1940 the
depositor of the registrant has caused this registration statement to be duly
signed on behalf of the registrant in the City of Philadelphia and Commonwealth
of Pennsylvania on the 11th day of July, 1995.

-----------------------------------
(signature)

CG Variable Life Insurance Separate
Account A,

By: Connecticut General Life
Insurance Company, Depositor

Attest: By:
---------------- -------------------------------
<PAGE> 50
IX

EXHIBITS

The following exhibits to the Separate Account's Registration
Statement on Form S-6 as filed contemporaneously herewith or to be filed are
incorporated by reference:

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 between 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
amendments.
<PAGE> 51
B. (1) Not Applicable.

(2) Not Applicable.

C. Not Applicable.

<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)