CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A, S-6EL24/A, 1995-12-22

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A
S-6EL24/A, 1995-12-22

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<PAGE> 1

As filed with the Securities and Exchange Commission on December 22, 1995

File No. 33-60967
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-6

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

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

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(Name of Depositor)

900 Cottage Grove Road, Hartford, Connecticut 06152
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, Including Area Code
(800) 726-6000
<TABLE>
<S> <C>
Copy to:
Jerold H. Rosenblum, Esquire Michael A. James, Esquire
Connecticut General Life Two Liberty Place
Insurance Company 47th Floor
Two Liberty Place Philadelphia, PA 19192-2475
47th Floor
Philadelphia, PA 19192-2475
Michael Berenson, Esquire
Suite 400 East
1025 Thomas Jefferson St., N.W.
Washington, D.C. 20007-0805
</TABLE>

Approximate date of proposed public offering: Continuous

INDEFINITE NUMBER OF UNITS OF INTEREST IN VARIABLE LIFE INSURANCE CONTRACTS
(Title and Amount of Securities Being Registered)

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

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

It is proposed that this filing will become effective:
______________ immediately upon filing pursuant to paragraph (b) of Rule 485
______________ on ________, pursuant to paragraph (b) of Rule 485
______________ 60 Days after filing pursuant to paragraph (a) (1) of Rule 485
______________ on ________, pursuant to paragraph (a) (1) of Rule 485

<PAGE> 2
CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2

N-8B-2 ITEM CAPTION IN PROSPECTUS

<TABLE>
<S> <C>
1 Cover Page; The Separate Account and the Fund
Accounts

2 Cover Page; The Company

3 Not Applicable

4 Distribution of Policies

5 The Separate Account and The Fund Accounts

6 Not Applicable

7 Not Applicable

8 Financial Statements

9 Legal Proceedings

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

11 The Separate Account and The Fund
Accounts; The Funds

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

13 Cover Page; Highlights; Charges and Fees

14 Highlights; Eligibility

15 Premium Payments; Charges and Fees

16 The Funds

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

18 Tax Matters

19 Reports to Certificate holders
</TABLE>

93
<PAGE> 3
N-8B-2 ITEM CAPTION IN PROSPECTUS

<TABLE>
<S> <C>
20 Not Applicable

21 Certificate Loans

22 Not Applicable

23 Not Applicable

24 Incontestability; Suicide; Misstatement of Age

25 The Company

26 Fund Participation Agreements

27 The Company

28 Directors and Officers

29 The Company

30 Not Applicable

31 Not Applicable

32 Not Applicable

33 Not Applicable

34 Not Applicable

35 The Company

36 Not Applicable

37 Not Applicable

38 Distribution of Policies

39 Distribution of Policies

40 Not Applicable

41 Distribution of Policies

42 Not Applicable

43 Not Applicable

44 The Separate Account and The Fund Accounts;
Account Certificates; The Funds; Charges and
Fees
</TABLE>

94
<PAGE> 4
N-8B-2 ITEM CAPTION IN PROSPECTUS

<TABLE>
<S> <C>
45 Not Applicable

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

47 Premium Payments; The Funds

48 Not Applicable

49 Not Applicable

50 Not Applicable

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

52 The Funds; Substitution or Elimination of
Securities

53 Tax Matters

54 Not Applicable

55 Not Applicable

56 Not Applicable

57 Not Applicable

58 Not Applicable

59 Financial Statements
</TABLE>

<PAGE> 5

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A

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

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

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

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

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

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

- CIGNA Variable Products Money Market Fund
- Fidelity VIP II Investment Grade Bond Portfolio
- Fidelity VIP II Asset Manager Portfolio

- CIGNA Variable Products S&P 500 Index Fund

- Fidelity VIP Equity-Income Portfolio

- Twentieth Century TCI Growth

- Fidelity VIP Overseas Portfolio

The fixed interest option offered under the Policy is the
<PAGE> 6
Fixed Account. Amounts held in the Fixed Account are guaranteed and will earn
a minimum interest rate of 4% per year. Unless specifically mentioned, this
prospectus only describes the variable investment options.

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

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

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

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

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

<TABLE>
<CAPTION>
Page
<S> <C>
Definitions . . . . . . . . . . . . . . . . . . . . . . . . 4
Highlights . . . . . . . . . . . . . . . . . . . . . . . . 7
Initial Choices . . . . . . . . . . . . . . . . . . . . 8
Death Benefit Amount . . . . . . . . . . . . . . . . . 8
Amount of Premium Payment . . . . . . . . . . . . . . . 8
Selection of Funding Vehicles . . . . . . . . . . . . . 8
Charges and Fees . . . . . . . . . . . . . . . . . . . 9
The Company . . . . . . . . . . . . . . . . . . . . . . . . 11
The Separate Account and The Fund Accounts . . . . . . . . 11
The Funds . . . . . . . . . . . . . . . . . . . . . . . . . 12
Fund Annual Expenses . . . . . . . . . . . . . . . . . 16
Investment Risk . . . . . . . . . . . . . . . . . . . . 17
Substitution or Elimination of Funds . . . . . . . . . 18
Fund Participation Agreements . . . . . . . . . . . . . 18
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . 18
Coverage Amounts . . . . . . . . . . . . . . . . . . . . . 19
Amounts of Coverage . . . . . . . . . . . . . . . . . . 19
Guaranteed Issue Amounts . . . . . . . . . . . . . . . 19
Changes in Coverage Amounts . . . . . . . . . . . . . . 20
Automatic Increase Feature . . . . . . . . . . . . . . 21
Effective Dates . . . . . . . . . . . . . . . . . . . . . . 21
Right To Examine Period . . . . . . . . . . . . . . . . . . 21
Death Benefit . . . . . . . . . . . . . . . . . . . . . . . 22
Amount of Death Benefit . . . . . . . . . . . . . . . . 22
Payment of Death Benefit . . . . . . . . . . . . . . . 22
Premium Payments . . . . . . . . . . . . . . . . . . . . . 23
Premium Payments . . . . . . . . . . . . . . . . . . . 23
Premium Increases . . . . . . . . . . . . . . . . . . . 24
Allocation of Net Premium Payments . . . . . . . . . . 25
Certificate Values . . . . . . . . . . . . . . . . . . . . 26
Cash Value . . . . . . . . . . . . . . . . . . . . . . 26
Variable Accumulation Unit Value . . . . . . . . . . . 27
Transfers . . . . . . . . . . . . . . . . . . . . . . . 28
Net Cash Value . . . . . . . . . . . . . . . . . . . . 29
Charges and Fees . . . . . . . . . . . . . . . . . . . . . 29
Premium Load . . . . . . . . . . . . . . . . . . . . . 29
Monthly Deduction . . . . . . . . . . . . . . . . . . . 30
Transaction Fees for Excess Transfers and Surrenders. . 32
Mortality and Expense Risk Charge . . . . . . . . . . . 32
Certificate Loans . . . . . . . . . . . . . . . . . . . . . 33
Surrender, Lapse, and Reinstatement . . . . . . . . . . . . 34
Full Surrenders . . . . . . . . . . . . . . . . . . . . 34
Partial Surrenders . . . . . . . . . . . . . . . . . . 34
Lapse of a Certificate . . . . . . . . . . . . . . . . 35
Reinstatement of a Lapsed Certificate . . . . . . . . . 35
</TABLE>

2
<PAGE> 8
<TABLE>
<S> <C>
Termination, Continuation, and Conversion . . . . . . . . 35
Policy Termination . . . . . . . . . . . . . . . . . 36
Termination of Individual Coverage . . . . . . . . . 36
Continuation . . . . . . . . . . . . . . . . . . . . 36
Conversion . . . . . . . . . . . . . . . . . . . . . 37
Additional Coverage Riders . . . . . . . . . . . . . . . 37
Accidental Death, Dismemberment, and Injury . . . . . 38
Waiver of Cost of Life Insurance . . . . . . . . . . 38
Paid-Up Insurance . . . . . . . . . . . . . . . . . . 39
Advanced Payment Benefit . . . . . . . . . . . . . . 40
Seat Belt Benefit . . . . . . . . . . . . . . . . . . 41
Other Policy Provisions . . . . . . . . . . . . . . . . . 41
Deferral of Payment . . . . . . . . . . . . . . . . . 41
Fixed Benefit Policy Exchange . . . . . . . . . . . . 42
Certificate Owner . . . . . . . . . . . . . . . . . . 42
Beneficiary . . . . . . . . . . . . . . . . . . . . . 42
Assignment . . . . . . . . . . . . . . . . . . . . . 43
Incontestability . . . . . . . . . . . . . . . . . . 43
Misstatement of Age . . . . . . . . . . . . . . . . . 43
Suicide . . . . . . . . . . . . . . . . . . . . . . . 43
State Variation . . . . . . . . . . . . . . . . . . . . . 44
Non-Participating Policies . . . . . . . . . . . . . . . 44
Dollar Cost Averaging . . . . . . . . . . . . . . . . . . 44
Tax Matters . . . . . . . . . . . . . . . . . . . . . . . 45
Policy Proceeds . . . . . . . . . . . . . . . . . . . 45
Taxation of the Company . . . . . . . . . . . . . . . 47
Section 848 Charges . . . . . . . . . . . . . . . . . 48
Other Considerations . . . . . . . . . . . . . . . . 48
Other Matters . . . . . . . . . . . . . . . . . . . . . . 48
Voting Rights . . . . . . . . . . . . . . . . . . . . 48
Directors and Officers . . . . . . . . . . . . . . . 50
Distribution of Policies . . . . . . . . . . . . . . 51
Other Contracts Issued by the Company . . . . . . . . 52
Right to Take Actions Regarding the Separate Account. 52
State Regulation . . . . . . . . . . . . . . . . . . 53
Reports to Certificate Owners . . . . . . . . . . . . 53
Advertisements . . . . . . . . . . . . . . . . . . . 53
Legal Proceedings . . . . . . . . . . . . . . . . . . 54
Experts . . . . . . . . . . . . . . . . . . . . . . . 54
Registration Statement . . . . . . . . . . . . . . . 55
Financial Statements . . . . . . . . . . . . . . . . 55
Illustrations . . . . . . . . . . . . . . . . . . . . 75
</TABLE>

3
<PAGE> 9
DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

FUND(S): One or more of CIGNA Variable Products Money Market
Fund, Fidelity VIP II Investment Grade Bond Portfolio, Fidelity
VIP II Asset Manager Portfolio, CIGNA Variable Products S&P 500
Index Fund, Fidelity VIP Equity-Income Portfolio, Twentieth
Century TCI Growth and Fidelity VIP Overseas Portfolio.

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

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

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

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

5
<PAGE> 11
LOAN ACCOUNT VALUE: A portion of the Cash Value equal to the sum
of all unpaid Certificate loans, plus all unpaid interest added
to the Loan Balance as provided for in the Policy, less
repayments on loans, plus interest which accrues daily on the
Loan Account.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

HIGHLIGHTS

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

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

The Policy's provisions may vary from state to state

7
<PAGE> 13
as required by state law.

INITIAL CHOICES TO BE MADE

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

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

(See Coverage Amount and Premium Payment Sections)

DEATH BENEFIT AMOUNT

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

AMOUNT OF PREMIUM PAYMENT

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

SELECTION OF FUNDING VEHICLE(S)

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

8
<PAGE> 14
of Net Premium Payments Section)

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

CHARGES AND FEES

There is no sales load.

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

State premium taxes vary from state to state and may be as low
as 0.75% and as high as 3.00%. The 2.5% charge reflects an
average state premium tax expense expected to be incurred for
group variable life insurance policies offered in this
prospectus; although applicable state premium tax laws may
assess a tax at a rate either higher or lower than the charge
included in the premium load under the Policy. This charge may
vary from time to time based on changes in state premium tax
laws, which states' premium tax laws are applicable to the
policy and the amounts of premium received in such states;
however, the premium load comprising the combined charges for
federal income taxes and state premium taxes will not exceed 5%.
The Company reserves the right to waive the state premium tax
portion of the premium load when it would apply to the value of
a policy or certificate of life insurance underwritten by the
Company or an affiliate which is accepted in exchange for a
certificate of insurance under this group variable universal
life insurance policy in a transaction under Section 1035 of the
Code.

The company does not expect to earn a profit from this premium
load.

Monthly deductions are made from the Cash Value for the cost of
insurance and any additional benefits. Monthly deductions are
also made from the Cash Value for administrative expenses. The
administrative charge is comprised of two fixed dollar monthly
fees. The first fixed dollar monthly fee, which will not exceed
$5.00 per month, will be charged to each Certificate under the
Policy. The second fixed

9
<PAGE> 15

dollar monthly fee, which will not exceed $3.00 per month, will
be charged, in addition to the first fee, to Certificates which
have accumulated Cash Value in any Fund Account. The second
fixed dollar monthly fee will be waived for Certificates under
which the Net Cash Value is greater than $10,000. In addition to
the guaranteed maximum amounts for each of the two fixed dollar
monthly fees comprising the monthly administrative fee, the sum
of the two fixed dollar monthly fees actually charged at any
time is guaranteed not to exceed $6.00.

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

Investment results for each Fund Account are affected by each
Fund's daily charge for management fees; these charges vary by
Fund and are shown at page 16 of this Prospectus.

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

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

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

Costs for sales, administration, and mortality generally vary
with the size and stability of the group among other factors.

The Company takes all these factors into account when reducing
charges. To qualify for reduced charges, a group or similar
arrangement must meet certain requirements, including our
requirements for size and ease of administration.

The Company will make any reductions according to its rules in
effect when an application or enrollment form for a Policy is
approved. The Company may change these rules from time to time.
Any variation in the monthly administrative fees or

10
<PAGE> 16
transaction fees will reflect differences in costs or services
and will not be unfairly discriminatory.

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

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

THE SEPARATE
ACCOUNT AND THE
FUND ACCOUNTS

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

All obligations arising under the Policies are general corporate
liabilities of the Company. Separate Account assets are invested
in shares of Funds.

11
<PAGE> 17

Owners who allocate Net Premium Payments, or transfer funds from
another account, into a Fund Account are credited with Variable
Accumulation Units of the Related Fund valued at the current
Variable Accumulation Unit Value for that Fund. Variable
Accumulation Unit Values for a Fund vary each Valuation Day
based on the investment performance of the Related Fund. Any and
all distributions made by any Fund with respect to shares held
by the Separate Account will be reinvested in additional shares
of the Fund at net asset value.

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

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

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

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

The Investment Companies and their investment advisers and
distributors are:

12
<PAGE> 18

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

Fidelity Management & Research Company, 82 Devonshire Street,
Boston, Massachusetts, is the investment adviser to Variable
Insurance Products Fund and Variable Insurance Products Fund II.
These funds are distributed by Fidelity Distributors
Corporation, 82 Devonshire Street, Boston, Massachusetts, 02103.

TCI Growth is a portfolio of TCI Portfolios, Inc.

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

CIGNA Variable Products S&P 500 Index Fund and CIGNA Variable
Products Money Market Fund are portfolios of CIGNA Variable
Products Group.

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

The investment advisory fees charged the Funds by their advisers
are shown on page 16 of this Prospectus.

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

CIGNA VARIABLE PRODUCTS MONEY MARKET FUND

The fund seeks to earn a high level of current income while
maintaining a stable share price by investing in high-quality,
short-term money market securities of different types. It
stresses income, preservation of capital, and liquidity, and
does not seek the higher yields or capital appreciation that

13
<PAGE> 19
more aggressive investments may provide. The fund's yield will
vary from day to day and generally reflects current short-term
interest rates and other market conditions.

FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO

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 VIP II ASSET MANAGER PORTFOLIO

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

CIGNA VARIABLE PRODUCTS S & P 500 INDEX FUND

The fund seeks to match the total return of the S&P 500 while
keeping expenses low.

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

"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard &

14
<PAGE> 20

Poor's 500", and "500" are trademarks of Standard & Poors
Corporation and have been licensed for use by Connecticut
General Life Insurance Corporation. The Fund is not sponsored,
endorsed, sold or promoted by S&P and S&P makes no
representation regarding the advisability of investing in the
Fund Account.

FIDELITY VIP EQUITY-INCOME PORTFOLIO

The fund seeks reasonable income by investing primarily in
income-producing securities. It will normally have 65% of its
assets invested in such securities. The balance will tend to be
invested in debt obligations many of which are expected to be
convertible into common stock.The fund seeks to achieve a yield
that beats that of the S&P 500. The fund does have the
flexibility to invest the balance in all types of securities,
including bonds of varying quality. The fund is designed for
those who want some income from equity and bond investments, but
also want to be invested in the stock market for its long-term
growth potential.

TWENTIETH CENTURY TCI GROWTH

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

FIDELITY VIP OVERSEAS PORTFOLIO

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

15
<PAGE> 21
environment, and overall economic factors in the countries in
which the fund invests.

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

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

<TABLE>
<CAPTION>
TOTAL
MGMT OTHER ANNUAL
FEES EXPENSES EXPENSES
<S> <C> <C>
CIGNA Variable Products
Money Market Fund .35% .35% .70%
(1)

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

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

CIGNA Variable Products
S & P 500 Index Fund .35% .40% .75%

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

TCI Growth 1.00% .00% 1.00%

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

(1) The Investment Advisor for CIGNA Variable Products Money
Market Fund has voluntarily agreed to limit total expenses
to 0.70% of average net assets.

16
<PAGE> 22

This agreement is voluntary and may end at any time,
however, the investment adviser for the fund has committed
to maintain this cap on expenses until December 31, 1996.

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

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

INVESTMENT RISK

There is no assurance that the investment objective of any of
the Funds will be met. A Certificate Owner bears the complete
investment risk for those portions of his Cash Value allocated
to a Fund Account. Each of the Fund Accounts involves inherent
investment risk, and such risk varies significantly among the
Fund Accounts. Certificate Owners should read each Fund's
prospectus carefully and understand the Fund Accounts' relative
degrees of risk before making or changing investment choices.
Additional Funds may, from time to time, be made available as
investments to underlie the Policies. However, the right to
make such selections will be limited by the terms and conditions
imposed on such transactions by the Company.

All of the funds, except CIGNA Variable Products Money Market
Fund and CIGNA Variable Products S&P 500 Index Fund may invest a
portion of their funds in lower-quality debt securities. These
lower-quality debt securities (sometimes called "junk bonds")
are often considered to be speculative and involve greater risk
of default or price changes due to changes in interest rates,
economic conditions, and the issuer's creditworthiness.

As a result, their market prices tend to fluctuate more than
higher-quality securities. Lower quality securities are those
rated lower than Baa by Moody's Investors Service, Inc., or
lower than BBB by

17
<PAGE> 23

Standard & Poor's Corporation. Certain of the portfolios
offered as underlying funds may invest in such lower-quality
debt securities. See the prospectus for each portfolio for a
further discussion of the risks and for additional information
regarding the portfolio's investment policies and restrictions.

SUBSTITUTION OR ELIMINATION OF FUNDS

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

FUND PARTICIPATION AGREEMENTS

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

ELIGIBILITY

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

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

18
<PAGE> 24
the Employee.

No policy or certificates will be issued unless a minimum number
or percentage of employees eligible applies for coverage under
the policy. These minimums will be determined by the company,
based on group characteristics in advance of offering to the
employees. No certificate of insurance under the policy will be
issued to an employee, spouse, or dependent for whom this policy
appears to be an unsuitable investment.

COVERAGE AMOUNTS

AMOUNTS OF COVERAGE

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

Coverage for spouses will be in $10,000 increments up to the
lesser of $100,000 or three times the Employees' Annual
Compensation. The maximum coverage for spouses will be less
where required by state law.

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

GUARANTEED ISSUE AMOUNTS

Employees will be able to purchase insurance on themselves and
their spouses in amounts up to a guaranteed issue amount without
providing evidence of good health acceptable to the Company. 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 acceptable to the
Company for amounts of insurance in excess of the guaranteed
issue amount,for any increases in coverage, or if they enroll
after the Policy

19
<PAGE> 25
Effective Date, or more than 30 days after becoming eligible
after the Policy Effective Date.

CHANGES IN COVERAGE AMOUNTS

Changes in the Coverage Amount of a Certificate can be made by
submitting a written request to the Customer Service Center in a
form satisfactory to the Company.

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

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

- Satisfactory evidence of good health acceptable to the
Company and a supplemental application will be required for
an increase in the Coverage amount.

- No decrease may reduce the Coverage Amount to less than
$10,000 (for spouses, such lesser amount as may be required
by state law).

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

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

AUTOMATIC INCREASE FEATURE

If the Group Policyholder has elected to have this feature
offered on the Policy, and the Employee has elected this
feature, the Employee's Coverage Amount will be increased on
each Policy Anniversary Date in order to maintain his elected
multiple of annual

20
<PAGE> 26

compensation.Evidence of good health acceptable to the Company
will not be required for this increase in Coverage Amount. The
amount of the increase may be subject to a dollar and/or
percentage limit. This feature will terminate if the Owner
otherwise increases or decreases the Coverage Amount to an
amount which is not a whole multiple of the Employee's Annual
Compensation.

EFFECTIVE DATES

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

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

RIGHT TO EXAMINE

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

21
<PAGE> 27
it is drawn. Any refund will be reduced by partial surrenders
or loans plus interest accrued.

DEATH BENEFIT

AMOUNT OF DEATH BENEFIT

The Death Benefit will be the greater of the Coverage Amount (an
amount selected by the Owner, and subject to change by the Owner
from time to time, with certain restrictions), plus the Net Cash
Value, or the Corridor Death Benefit. The Death Benefit varies,
increasing or decreasing over time, depending on the amount of
premium paid and the investment performance of the Fund
Accounts and the Fixed Account. The Death Benefit will be
reduced by any amount paid under the Advanced Payment Benefit
Rider.

PAYMENT OF DEATH BENEFIT

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

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

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

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

50 185 80 105
</TABLE>

22
<PAGE> 28
<TABLE>
<S> <C> <C> <C>
51 178 81 105
52 171 82 105
53 164 83 105
54 157 84 105
--- -- ---

55 150 85 105
56 146 86 105
57 142 87 105
58 138 88 105
59 134 89 105
--- -- ---

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

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

The Company may either increase the Coverage Amount or require
the Owner to request a partial surrender of cash value to assure
that this corridor requirement is met. Evidence of good health
acceptable to the Company may be required for any increase.

PREMIUM PAYMENTS

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

23
<PAGE> 29

All premium payments, whether periodic or on a lump sum basis,
will be deemed received when actually received by the Company at
its Customer Service Center; or,if such premium payment is made
by payroll deduction, such premium payment will be deemed
received when the Company has confirmed receipt of a wire
transfer into a bank account maintained by the Company for
receipt of premium from Group Policyholders under these
Policies. Such a wire transfer must be preceded, by 2 business
days, by a reconciliation statement identifying the Group
Policyholder, the Certificate number, the Owner and the amount
of premium received for each Certificate. Remittance of premium
payments through the payroll deduction mechanism often requires
significant processing time for collection and reconciliation of
individual premium payments and to coordinate varying payroll
cycles with monthly premium due dates. Premium payments are not
deemed received, and cannot be credited to Certificates, until
the above reconciliation and receipt requirements are met.

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

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

PREMIUM INCREASES

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

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

- In no event may the total of all premium payments exceed the
then-current maximum premium limitations established by federal
law for a Certificate to qualify as a life insurance contract.
If, at any

24
<PAGE> 30
time, a premium payment would result in total premiums
exceeding such maximum premium limitation, the Company will
only accept that portion of the premium payment which will make
total premiums equal the maximum. Any part of the premium in
excess of that amount will be returned or applied as otherwise
agreed and no further premium payments will be accepted until
allowed by the then-current maximum premium limitations
prescribed by law.

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

ALLOCATION OF NET PREMIUM PAYMENTS

At the time of purchase of the Certificate, the Owner must decide
how to allocate Net Premium Payments among the Fund Accounts and
the Fixed Account. Allocation to any one Fund Account or to the
Fixed Account must be in increments of 5% of the Net Premium
Payment. The portion of any Net Premium Payment allocated to a
Fund Account will be used to purchase Variable Accumulation Units
whose value varies based on the investment performance of the
Related Fund.

The number of Variable Accumulation Units credited to the Fund
Account for any single purchase is determined by dividing the
amount of the Net Premium Payment being allocated to that Fund
Account by the value of the Variable Accumulation Unit for that
Fund Account.

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

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

25
<PAGE> 31
The allocation for future premium payments may be changed at any
time free of charge. Any new allocation will be applied to
premium payments beginning no later than one week after the
Company receives the notice of the new allocation. Any new
allocation must allocate to any single Fund Account or the Fixed
Account in increments of 5% of the Net Premium Payment.

CERTIFICATE VALUES

CASH VALUE

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

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

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

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

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

26
<PAGE> 32
The number of Variable Accumulation Units to be added to or
deducted from a Fund Account is determined by dividing the
dollar amount to be credited to or charged against the Fund
Account by the Variable Accumulation Unit Value of Variable
Accumulation Units for that Fund Account during the Valuation
Period in which the credit or charge will occur.

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

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

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

VARIABLE ACCUMULATION UNIT VALUE

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

27
<PAGE> 33
TRANSFERS

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

Any transfer made which causes the remaining aggregate value of
Variable Accumulation Units for a Fund Account to be less than
$250 will result in those remaining Variable Accumulation Units
being transferred as part of the requested transfer. Transfers
may be made in writing (or by telephone if telephone
transactions have been previously authorized in writing). To
make a telephone transfer, the Certificate Owner must call the
Customer Service Center and provide, as identification, his
Certificate number, his Social Security number, and his personal
identification number. A customer service representative will
then, upon ascertaining that telephone transfers are authorized
for that Certificate, take the transfer request, which will be
processed as of the next close of business and confirmed within
five business days. The Company disclaims all liability for
losses resulting from unauthorized or fraudulent telephone
transactions, but acknowledges that if it does not follow these
procedures, which it believes to be reasonable, it may be liable
for such losses.

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

28
<PAGE> 34

before allocating money to the Fund Accounts. See pages 12-19
of this Prospectus and the prospectuses of the Funds.

NET CASH VALUE

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

CHARGES AND FEES

PREMIUM LOAD

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

The company does not expect to earn a profit from this premium
load.

MONTHLY DEDUCTIONS

A Monthly Deduction is made from the Net Cash Value for
administrative expenses. The monthly administrative fee will be
comprised of two fixed

29
<PAGE> 35
dollar monthly fees.

The first fixed dollar monthly fee, which will not exceed $5.00
per month, will be charged to each Certificate. The second
fixed dollar monthly fee, which will not exceed $3.00 per month,
will be charged, in addition to the first, to Certificates which
have accumulated Cash Value in any Fund Account. The second
fixed dollar monthly fee will be waived for any Certificate
whose Net Cash Value is greater than $10,000. In addition to the
guaranteed maximum amounts for each of the two fixed dollar
monthly fees comprising the monthly administrative fee, the sum
of the two fixed dollar monthly fees actually charged at any
time is guaranteed not to exceed $6.00.

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

[Text amended and moved to page 32 below]

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

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

<TABLE>
<CAPTION>
ATTAINED AGE ATTAINED AGE ATTAINED AGE
LAST MONTHLY LAST MONTHLY LAST MONTHLY
BIRTHDAY RATE BIRTHDAY RATE BIRTHDAY RATE
--------- ----- --------- ----- -------- -----
<S> <C> <C> <C> <C> <C>
45 5.92 75 87.89
16 1.99 46 6.41 76 96.76
</TABLE>

30
<PAGE> 36
<TABLE>
<S> <C> <C> <C> <C> <C>
17 2.15 47 6.93 77 106.02
18 2.27 48 7.48 78 115.76
19 2.35 49 8.10 79 126.29

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

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

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

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

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

[The following text amended and moved from page 31 above.]

In certain instances, the Company may reduce monthly
administrative fees and/or waive certain transaction fees in the
sale of Policies to certain groups, including those in which a
trustee or an employer, for example purchases Policies covering
a group of individuals on a group basis. In addition, the
Company may establish different costs of insurance and
administrative fees for different Eligible Classes of Insureds
under the Policy.

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

31
<PAGE> 37
To qualify for reduced charges,a group or similar arrangement
must meet certain requirements, including our requirements for
size and ease of administration.

The Company will make any initial reductions or establish any
differences in rates or administrative fees according to its
rules in effect at the time and in accord with the terms of the
Policy. The Company may change these rules from time to time.
Any variation in the monthly administrative fees or transaction
fees will reflect differences in costs or services and will not
be unfairly discriminatory.

[The preceding text amended and moved from page 31 above]

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

TRANSACTION FEE FOR EXCESS TRANSFERS AND SURRENDERS

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

MORTALITY AND EXPENSE RISK CHARGE

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

The mortality risk the Company assumes is that the group of
lives insured under the Policies may, on average, live for
shorter periods of time than the Company estimated. The expense
risk the Company assumes is that its costs of issuing and
administer- ing Policies may be more than the Company estimated.

If these charges are insufficient to cover actual costs and
assumed risks, the loss will fall on the

32
<PAGE> 38
Company. Conversely, if the charge proves more than sufficient,
any excess will be added to the Company's surplus and may be
used for any proper purpose.

CERTIFICATE LOANS

If the Certificate is in force and has an accumulated Net Cash
Value, the Company will, upon application, make a loan to the
Owner of the Certificate using the Certificate's Cash Value as
security for the loan. The minimum loan amount is $250. A
Certificate loan requires that a loan agreement be executed and
that the Certificate be assigned to the Company.

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

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

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

33
<PAGE> 39

Upon repayment of all or any portion of a loan, and
corresponding reduction of the Loan Balance, funds in the Loan
Account in an amount equal to the amount of the loan repayment
will be transferred to the funding options according to current
Net Premium Payment allocations.

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

SURRENDERS,
LAPSE, AND
REINSTATEMENT

FULL SURRENDERS

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

PARTIAL SURRENDERS

A partial surrender may be made at any time by written request
to the Customer Service Center while the Certificate is in
force. A $25 transaction fee is charged. The amount of a
partial surrender may not exceed 90% of the Net Cash Value at
the end of the Valuation Period in which the election would
become effective, and may not be less than $250.

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

If, at the time of a partial surrender, the Net Cash Value is
attributable to more than one funding option, the $25
transaction charge and the amount

34
<PAGE> 40
paid upon the surrender will be taken proportion- ately from the
values in each funding option, unless the Certificate Owner and
the Company agree otherwise.

LAPSE OF A CERTIFICATE

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

REINSTATEMENT OF A LAPSED CERTIFICATE

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

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

TERMINATION,
CONTINUATION,AND
CONVERSION

POLICY TERMINATION

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

TERMINATION OF INDIVIDUAL COVERAGE

35
<PAGE> 41
Coverage for an Insured under the Policy will terminate upon
lapse or surrender of the Insured's Certificate, or upon the
death of the Insured. Coverage for an Insured under the Policy
will also terminate upon termination of the Policy or upon loss
of eligibility of the Insured unless the Policy expressly
provides for continuation of the Insured's coverage.

Term insurance coverage for an insured dependent child will
terminate upon termination of the Certificate under which the
child is covered, or upon the loss of eligibility of the child,
or when the Certificate Owner terminates the child coverage, or
upon the Child electing to purchase group variable universal
life insurance under the Policy as provided for in the Policy,
or upon the death of the child.

CONTINUATION

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

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

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

The monthly cost of insurance rates and the monthly
administrative fee and its components may change

36
<PAGE> 42

upon the Insured's continuation of coverage under the Policy.

CONVERSION

If the Insured's coverage terminates because the insured is no
longer a member of an Eligible Class under the Policy, and
continuation is not provided for under the Policy, the insured
may convert the amount of his insurance coverage which is
terminating. If the Insured's coverage terminates because of
Policy termination, and continuation is not provided for under
the Policy, and if the Insured has been covered under the Policy
for at least three years, the Insured may convert up to $10,000
of the life insurance coverage which is terminating.

Such conversions may be to any form of individual life insurance
coverage then offered by the Company except that the coverage
may not be term insurance and it may not contain disability or
other supplemental benefits. Evidence of good health acceptable
to the Company will not be required for such conversion. Such
conversions must be applied for within 31 days of termination of
coverage.

No conversion is available for lapsed or surrendered coverage or
for coverage which the Insured becomes eligible to replace or
continue under another Policy or a group life insurance policy
which replaces the Policy within 30 days.

ADDITIONAL
COVERAGE
RIDERS

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

ACCIDENTAL DEATH, DISMEMBERMENT AND INJURY

37
<PAGE> 43

The Group Policyholder may select one of three Accident Benefit
Riders which provide additional benefits in the event of death
or injury resulting from accident within 90 days of the
accident. If one of the three riders is selected by the Group
Policyholder, the Employee may elect or decline to be covered
for the benefit provided by the rider.

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

The second rider provides, in addition to the benefit provided
by the first rider, additional benefits if the insured suffers,
as a result of accident, loss of a hand, loss of a foot, loss of
the sight in one eye, loss of the thumb and index finger of the
same hand, or any combination thereof.

The benefit for any covered loss under this rider is a
percentage of the Coverage Amount under the Policy.The benefit
for any covered loss under this rider is a percentage of the
Coverage Amount under the Policy. The maximum amount that will
be paid, in aggregate, for all losses under the rider, result-
ing from any one accident, is an amount equal to the Coverage
Amount.

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

WAIVER OF COST OF LIFE INSURANCE

If elected by the Group Policyholder, all Certificate Owners
will be covered by this rider. Under this optional benefit
rider, if the Insured Employee becomes totally disabled before
age 60, the cost of life insurance coverage, the monthly
administrative fee for the Employee's Certificate, and the cost
of child term coverage provided under the Employee's Certificate
will be waived while the Employee remains continuously and
totally disabled following a waiting period of 6 to 12 months.
The waiting period will be agreed upon between the Group

38
<PAGE> 44

Policyholder and the Company before coverage under this Rider
becomes effective . While the specifically identified charges
are being waived under this rider, the Owner may continue to pay
premiums which will accumulate as Cash Value subject to the
terms and conditions of the Policy.

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

PAID-UP INSURANCE

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

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

ADVANCED PAYMENT BENEFIT

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

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

The three types of benefit are:

1. Terminal Illness Benefit. The Company will pay up to 60% of
the Insured's Coverage Amount upon receipt of due proof,
acceptable to the Company,

39
<PAGE> 45
that the Insured has a terminal illness. Such proof
comprises a written diagnosis by two un- affiliated
physicians stating that the Insured has less than 12 months
to live, and supportive evidence satisfactory to the Company
including but not limited to radiological, histological, and
laboratory reports. Payment will be made in a lump sum.

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

- has an Impairment, as determined by the Company;

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

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

- has satisfied the deductible waiting period.

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

3. Specified Disease Benefit. The Company will pay up to 60% of
the Insured's Coverage Amount upon receipt of due proof,
acceptable to the Company, that the Insured has a Specified
Disease. Specified Disease means life threatening cancer,
heart attack, renal failure, stroke, specified organ
transplant, or acquired immune deficiency syndrome. Such
diseases are further defined in the rider. Due proof
comprises a written diagnosis and prognosis by a licensed
physician certifying the existence of the disease, and
supportive evidence satisfactory to the Company including
but not limited to radiological,

40
<PAGE> 46
histological, or laboratory reports. Payment will be made
in a lump sum.

The Owner may make a claim for only one of the three benefits
described above.

Once a benefit has been paid under this rider for an Insured, no
further benefits will be paid for that Insured under this rider.
The Death Benefit for the Insured will be reduced by the amount
paid under this rider for the Insured.

SEAT BELT BENEFIT RIDER

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

OTHER
POLICY
PROVISIONS

DEFERRAL OF PAYMENT

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

FIXED BENEFIT POLICY EXCHANGE

Where required by state law, the Owner may, within eighteen
months of the Certificate Effective Date, exchange his
Certificate for a Certificate of insurance under a group
flexible premium life insurance policy issued by the Company
("Exchange Policy"). The date of issue and the age at issue of
the Certificate under the Exchange Policy shall be the same as
for the Certificate under the Policy. Additional coverage and
riders elected by the Owner under the Policy will be provided on
the Exchange Policy to the extent available. Premium rates will
be those in effect under the Exchange Policy at the time of
exchange for the class of eligible persons

41
<PAGE> 47
into which the Insured falls. Cash Values will be equitably
adjusted under the Exchange Policy.

CERTIFICATE OWNER

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

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

BENEFICIARY

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

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

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

ASSIGNMENT

While the Insured is living, the Certificate Owner may assign
his rights in the Certificate. The assignment must be in
writing in a form acceptable to the Company, signed by the
Certificate Owner and recorded at the Customer Service Center.
No assignment will affect any payment made or action taken by
the Company before it was recorded. The Company is not
responsible for any assignment not

42
<PAGE> 48
submitted for recording, nor is the Company responsible for the
sufficiency or validity of any assignment. The assignment will
be subject to all terms and conditions of the Policy.

INCONTESTABILITY

Statements made by an Insured will not be used to contest the
validity of an Insured's initial coverage after the Certificate
has been in force during the Insured's lifetime for two years
from the Certifi- cate Effective Date. For any increase in
Coverage Amount, statements made by an Insured will not be used
to contest the validity of an increase in coverage after it has
been in force during the Insured's lifetime for two years from
its effective date of the increase.

MISSTATEMENT OF AGE

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

SUICIDE

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

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

NONPARTICIPATING
POLICIES

43
<PAGE> 49
These are nonparticipating Policies on which no dividends are
payable. These Policies do not share in the profits or surplus
earnings of the Company.
DOLLAR COST
AVERAGING

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

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

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

There is currently no charge for Dollar Cost Averaging; however,
Dollar Cost Averaging transfers are counted among the twelve
free transfers per Policy Year. The Company reserves the right
to charge for this program. In the event there are additional
transfers, a transfer fee will be charged. The Company does not
intend to profit from any such charge.

The main objective of Dollar Cost Averaging is to

44
<PAGE> 50
shield investments from short term price fluctuations. Since the
same dollar amount is transferred to a Fund Account with each
transfer, more Variable Accumulation Units are purchased if the
Variable Accumulation Unit Value is low, and fewer Variable
Accumulation Units are purchased if the Variable Accumulation
Unit Value is high. Therefore, a lower than average cost per
unit may be achieved over the long term. This plan of investing
allows investors to take advantage of market fluctuations but
does not assure a profit or protect against a loss in declining
markets.

TAX MATTERS

The following is a brief discussion of some of the federal tax
issues which may arise in regard to the Policy and Certificates.
This discussion is general in nature and is not intended as tax
advice. For specific advice on the effect of tax laws and rules
on the Policy and Certificates, the Owner should consult a
qualified tax adviser.

POLICY PROCEEDS

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

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

45
<PAGE> 51
The Certificates under the Policies offered by this Prospectus
may or may not be issued as modified endowment contracts. The
Company will monitor premiums paid and will notify the
Certificate Owner when the Certificate's non-modified endowment
contract status is in jeopardy. If a Policy is not a modified
endowment contract, a cash distribution during the first 15
years after a policy is issued which causes a reduction in death
benefits may still become fully or partially taxable to the
Owner pursuant to Section 7702(f)(7) of the Code. The
Certificate Owner should carefully consider this potential
effect and seek further information before initiating any
changes in the terms of the Certificate. Under certain
conditions, a Certificate may become a modified endowment
contract as a result of a material change or a reduction in
benefits as defined by Section 7702A(c) of the Code.

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

The Company intends that the Separate Account investments meet
the applicable diversification standards.

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

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

A total surrender or termination of the Certificate

46
<PAGE> 52
by lapse may have adverse tax consequences. If the amount
received by the Certificate Owner plus total Certificate
indebtedness exceeds the premiums paid into the Certificate, the
excess will generally be treated as taxable income, regardless
of whether or not the Certificate is a modified endowment
contract.

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

TAXATION OF THE COMPANY

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

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

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

SECTION 848 CHARGES

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

47
<PAGE> 53
federal income tax burden under Section 848 of the Code relating
to the tax treatment of deferred acquisition costs. The 0.50%
charge for federal income tax liabilities is reasonable in
relation to the Company's increased taxes under this Section of
the Code. The premium load may be changed from time to time by
the Company, but it may be no greater than 5.0%.

OTHER CONSIDERATIONS

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

OTHER MATTERS

VOTING RIGHTS

In accordance with its view of presently applicable law, the
Company will vote the shares of each Fund held in the Separate
Account at meetings of the shareholders of the particular Fund
in accordance with written instructions received from
Certificate Owners having Variable Accumulation Units of the
Fund. The Company will vote shares for which it has not
received instructions, as well as shares attributable to it, in
the same proportion as it votes shares for which it has received
instructions. The Funds do not hold regular meetings of
shareholders.

If, however, the Act or any regulation thereunder is amended or
if the present interpretation thereof should change, and as a
result the Company determines that it is permitted to vote the
Fund shares in its own right, it may elect to do so. The number
of votes which a Certificate Owner has the right to instruct
will be calculated separately for each Fund. This number will
be determined by calculating the proportion of the Certificate
Owner's Cash Value in the Fund Account to the amount of the
Separate Account's investment in the Related Fund and
multiplying that proportion by the number of votes the Separate
Account has in the Fund. In determining the number of votes,
fractional shares

48
<PAGE> 54

will be recognized. The number of votes that a Certificate
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 60 days before the meeting of the Fund.
Voting instructions will be solicited by written communication
at least 14 days prior to such meeting of the Fund. Each
Certificate Owner having a voting interest in the Fund will
receive appropriate proxy materials and reports.

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

The Company may, if required by State insurance regulatory
authorities, disregard voting instructions if the instructions
require that the shares be voted so as to cause a change in the
sub-classification or investment objectives of the Fund or to
approve or disapprove an investment advisory contract for a
Fund.

A change would be disapproved only if the proposed change is
contrary to state law or prohibited by state regulatory
authorities or the Company determines that the change would have
an adverse effect on the Separate Account in that the proposed
investment policy for a Fund may result in overly speculative or
unsound investments. In the event the Company does disregard
voting instructions, a summary of that action and the reasons
for such action will be included in the next annual report to
Certificate Owners.

The Funds' shares are issued and redeemed only in connection
with qualified plans, and variable annuity contracts and
variable life insurance policies issued through separate
accounts of the Company and other life insurance companies. The
Funds do not foresee any disadvantage to Certificate Owners
arising out of the fact that shares may be made available to
separate accounts which are used in connection with both
variable annuity and variable life insurance products.
Nevertheless, the Funds' Boards intend to monitor events in
order to identify any material irreconcilable conflicts which

49
<PAGE> 55
may possibly arise and to determine what action, if any, should
be taken in response thereto. If such a conflict were to occur,
one of the separate accounts might withdraw its investment in a
Fund. This might force a Fund to sell portfolio securities at
disadvantageous prices.

DIRECTORS AND OFFICERS OF THE COMPANY

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

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

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

Robert Moose Vice President
(Principal Accounting
Officer)

David C. Kopp Corporate Secretary

Andrew G. Helming Secretary

Stephen C. Stachelek Treasurer

Harold W. Albert Director

S. Tyrone Alexander Director and Senior Vice
President

Martin A. Brennan Director and Senior Vice
President

Robert W. Burgess Director
</TABLE>

50
<PAGE> 56

<TABLE>
<S> <C>
John G. Day Director and Chief Counsel

John Wilkinson 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 Director and Senior Vice
Schaffer, M.D. President
</TABLE>

DISTRIBUTION OF POLICIES

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

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

OTHER CONTRACTS ISSUED BY THE COMPANY

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

51
<PAGE> 57
RIGHT TO TAKE ACTIONS REGARDING THE SEPARATE ACCOUNT

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

- add, combine, or remove any Fund ,

- 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 the
Company's general account, and
- to take any actions necessary to comply with, or to obtain
and continue any exemptions from, the Act.

STATE REGULATION

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

52
<PAGE> 58
REPORTS TO CERTIFICATE OWNERS

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

Certificate Owners will also be sent annual reports containing
financial statements for the Separate Account as required by the
1940 Act. In addition, Certificate Owners will receive periodic
statements of significant transactions, such as changes in
Coverage Amount, changes in net premium payment allocation,
transfers among Fund Accounts, premium payments, loans, loan
repayments, reinstatement and termination.

ADVERTISING

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

LEGAL PROCEEDINGS

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

EXPERTS

Actuarial opinions regarding Deferred Acquisition Cost Tax (DAC
Tax) referred to in this Registration

53
<PAGE> 59

Statement have been rendered by Benjamin Clement, FSA, MAAA as
stated in the opinion filed as an Exhibit to the Registration
Statement given on the authority of Mr. Clement as an expert in
actuarial matters. Legal matters involving the federal
securities laws have been reviewed by Jorden, Burt, Berenson &
Johnson, Washington, D.C.

Legal matters in connection with the Policies described herein
are being passed upon by Jerold H. Rosenblum, Esq., Chief
Counsel, CIGNA Group Insurance, 1601 Chestnut Street,
Philadelphia, PA19102 in the opinion filed as an Exhibit to the
Registration Statement given on his authority as an expert in
these matters.

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

REGISTRATION STATEMENT

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

FINANCIAL STATEMENTS

There follow consolidated balance sheets of the Company and its
subsidiaries as of December 31, 1994 and 1993 and related
consolidated statements of income and retained earnings and cash
flows for the years ended December 31, 1994, 1993, and 1992.

The most current financial statements of the Company are those
as of the end of the most recent fiscal

54
<PAGE> 60
year. The Company does not prepare financial statements more
often than annually and believes that any incremental benefit to
prospective Certificate Owners that may result from preparing
and delivering more current financial statements, though
unaudited, does not justify the additional cost that would be
incurred. In addition, the Company represents that there have
been no adverse changes in the financial condition or operations
of the Company between the end of 1994 and the date of this
Prospectus.

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

55
<PAGE> 61

CONNECTICUT GENERAL LIFE

INSURANCE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994

56
<PAGE> 62

REPORT OF INDEPENDENT ACCOUNTANTS

February 13, 1995

The Board of Directors and Shareholder of
Connecticut General Life Insurance Company

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and retained earnings and of cash flows
present fairly, in all material respects, the financial position of Connecticut
General Life Insurance Company and its subsidiaries at December 31, 1994 and
1993, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

The Company implemented certain new accounting pronouncements as discussed in
Note 1 to the consolidated financial statements.

57
<PAGE> 63
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
(In millions)
- ----------------------------------------------------------------------------------------------

For the year ended December 31, 1994 1993 1992
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Premiums and fees $4,960 $4,704 $4,541
Net investment income 2,805 2,742 2,649
Realized investment gains (losses) 27 (65) (13)
Other revenues 8 15 20
----- ----- -----
Total revenues 7,800 7,396 7,197
----- ----- -----

BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses 5,574 5,215 5,168
Policy acquisition expenses 89 84 75
Other operating expenses 1,363 1,351 1,368
----- ----- -----
Total benefits, losses and expenses 7,026 6,650 6,611
----- ----- -----

INCOME BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGES 774 746 586
----- ----- -----
Income taxes (benefits):
Current 220 433 131
Deferred 45 (197) (61)
----- ----- -----
Total taxes 265 236 70
----- ----- -----

INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGES 509 510 516
Cumulative effect of accounting changes for postemployment and
postretirement benefits other than pensions, net of taxes - - (270)
Cumulative effect of accounting change for income taxes - - 105
----- ----- -----

NET INCOME 509 510 351

Dividends declared (300) (190) (165)

Retained earnings, beginning of year 2,759 2,439 2,253
----- ----- -----

RETAINED EARNINGS, END OF YEAR $2,968 $2,759 $2,439
- -----------------------------------------------------------------=============================
</TABLE>

The Notes to Financial Statements are an integral part of these statements.

58
<PAGE> 64
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------
(In millions)
- ----------------------------------------------------------------------------------------------

As of December 31, 1994 1993
- ----------------------------------------------------------------------------------------------

<S> <C> <C>
ASSETS
Investments:
Fixed maturities:
Held to maturity, at amortized cost (fair value,
$10,075; $11,158) $10,061 $9,950
Available for sale, at fair value (amortized cost,
$8,571; $8,187) 8,324 9,145
Mortgage loans 8,975 8,854
Equity securities, at fair value (cost, $109; $121) 119 120
Policy loans 5,237 3,623
Real estate 1,442 1,484
Other long-term investments 128 94
Short-term investments 143 96
------ ------
Total investments 34,429 33,366
Cash and cash equivalents 80 -
Accrued investment income 578 504
Premiums and accounts receivable 911 1,021
Reinsurance recoverables 2,533 2,815
Deferred policy acquisition costs 700 623
Property and equipment, net 346 364
Current income taxes 119 -
Deferred income taxes, net 661 434
Goodwill 518 532
Other assets 135 203
Separate account assets 14,498 13,620
- -----------------------------------------------------------------------------------------------
Total $55,508 $53,482
- -----------------------------------------------------------------------------==================

LIABILITIES
Contractholder deposit funds $26,696 $25,054
Future policy benefits 7.875 7,915
Unpaid claims and claim expenses 1,096 1,210
Unearned premiums 84 86
------ ------
Total insurance and contractholder liabilities 35,751 34,265
Accounts payable, accrued expenses
and other liabilities 1,632 1,539
Current income taxes - 76
Separate account liabilities 14,427 13,618
- -----------------------------------------------------------------------------------------------
Total liabilities 51,810 49,498
- -----------------------------------------------------------------------------------------------

CONTINGENCIES - NOTE 9

SHAREHOLDER'S EQUITY
Common stock (6 shares outstanding) 30 30
Additional paid-in capital 764 764
Net unrealized appreciation (depreciation) on investments (66) 428
Net translation of foreign currencies 2 3
Retained earnings 2,968 2,759
- ------------------------------------------------------------------------------------------------
Total shareholder's equity 3,698 3,984
- ------------------------------------------------------------------------------------------------
Total $55,508 $53,482
- ------------------------------------------------------------------------------==================

</TABLE>
The Notes to Financial Statements are an integral part of these statements.

59
<PAGE> 65
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

For the year ended December 31, 1994 1993 1992
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income before cumulative effect of accounting changes $ 509 $ 510 $ 516
Adjustments to reconcile income before cumulative
effect of accounting changes to net cash
provided by (used in) operating activities:
Insurance liabilities (249) 251 (360)
Reinsurance recoverables 282 (392) 128
Premiums and accounts receivable (188) 85 199
Deferred income taxes, net 45 (197) (61)
Other assets 68 54 (72)
Accounts payable, accrued expenses,
other liabilities and current income taxes (192) 5 43
Other, net (24) (82) (68)
----- ----- -----
Net cash provided by operating activities 251 234 325
----- ----- -----
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
Fixed maturities--available for sale 1,389 - -
Fixed maturities--held to maturity 12 599 595
Mortgage loans 496 1,004 362
Equity securities 41 41 14
Other (primarily short-term investments) 1,247 3,840 2,340
Investment maturities and repayments:
Fixed maturities--available for sale 686 - -
Fixed maturities--held to maturity 1,764 3,167 2,972
Mortgage loans 194 202 266
Investments purchased:
Fixed maturities--available for sale (2,390) - -
Fixed maturities--held to maturity (1,788) (5,128) (4,834)
Mortgage loans (882) (823) (795)
Equity securities (12) (112) (35)
Policy loans (1,614) (1,561) (434)
Other (primarily short-term investments) (1,093) (3,587) (2,176)
Other, net (129) (48) (68)
------ ------ ------
Net cash used in investing activities (2,079) (2,406) (1,793)
------ ------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to contractholder
deposit funds 6,388 7,537 5,294
Withdrawals from contractholder deposit funds (4,216) (5,166) (4,073)
Dividends paid to Parent (300) (190) (165)
Other, net 36 (30) (47)
------ ------ ------
Net cash provided by financing activities 1,908 2,151 1,009
- ----------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 80 (21) (459)
Cash and cash equivalents, beginning of year - 21 480
- ----------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year $ 80 $ - $ 21
- -----------------------------------------------------------------=============================

Supplemental Disclosure of Cash Information:
Income taxes paid, net of refunds $ 411 $ 352 $ 301
Interest paid $ 5 $ 5 $ 3
- ----------------------------------------------------------------------------------------------

</TABLE>
The Notes to Financial Statements are an integral part of these statements.

60
<PAGE> 66
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A) BASIS OF PRESENTATION: The consolidated financial statements include the
accounts of Connecticut General Life Insurance Company (the Company) and its
wholly-owned subsidiaries, CIGNA Life Insurance Company, ICO, Inc., and First
Equicor Life Insurance Company (FELIC). During 1994, the Company sold FELIC
the effects of which were not material to the financial statements. The
Company is a wholly-owned subsidiary of Connecticut General Corporation (the
Parent), which is an indirect wholly-owned subsidiary of CIGNA Corporation
(CIGNA). These consolidated financial statements have been prepared in
conformity with generally accepted accounting principles. Certain
reclassifications have been made to prior years' amounts to conform with the
1994 presentation.

B) RECENT ACCOUNTING PRONOUNCEMENTS: In 1993, the Company implemented
Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." SFAS No. 115 requires that
debt and equity securities be classified into different categories and carried
at fair value if they are not classified as held to maturity. SFAS No. 115
does not permit retroactive application of its provisions. The effect of
implementing SFAS No. 115 as of December 31, 1993 resulted in an increase in
investment assets of $958 million and an increase in shareholder's equity of
$443 million resulting from the classification of certain fixed maturities
previously carried at amortized cost to available for sale. The increase in
shareholder's equity is net of policyholder share of $277 million and deferred
income taxes of $238 million. See Note 2 for additional information.

In 1993, the Financial Accounting Standards Board (FASB) issued SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan," which provides guidance on
the accounting and disclosure for impaired loans, and must be implemented by
the first quarter of 1995, with the cumulative effect of implementation
included in net income. In October 1994, the FASB issued SFAS No. 118,
"Accounting by Creditors for Impairment of a Loan - Income Recognition and
Disclosures," which eliminates the income recognition requirements of SFAS No.
114. The Company will adopt SFAS Nos. 114 and 118 in 1995. The effect on the
Company's results of operations and financial condition upon adoption is not
expected to be material.

In 1992, the Company implemented SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions;" SFAS No. 109, "Accounting for
Income Taxes;" and SFAS No. 112, "Employers' Accounting for Postemployment
Benefits." These accounting changes were implemented as of January 1, 1992
through cumulative effect adjustments. Prior year financial statements were
not restated.

The cumulative effect of implementing SFAS Nos. 106, 109 and 112 as of
January 1, 1992 resulted in non-cash after-tax charges (benefit) to net income
of $263 million, ($105) million and $7 million, respectively. In addition, the
implementation of SFAS No. 106 increased 1992 other operating expenses by $23
million ($15 million after-tax). The effect on income tax expense for 1992 as
a result of implementation of SFAS No. 109 was immaterial. There was no
incremental effect on 1992 net income from adopting SFAS No. 112. For
additional information on SFAS No. 109, see Note 5; for additional information
on SFAS Nos. 106 and 112, see Note 6.

In 1992, the Company adopted the American Institute of Certified Public
Accountants' Statement of Position (SOP) 92-3, "Accounting for Foreclosed
Assets," which resulted in a realized investment loss of $5 million ($3 million
after-tax).

C) FINANCIAL INSTRUMENTS: In the normal course of business, the Company
enters into transactions involving various types of financial instruments,
including investments such as fixed maturities and equity securities; and
off-balance-sheet financial instruments such as investment and loan
commitments, financial guarantees, and interest rate swap and futures
contracts. These instruments have credit risk and also may be subject to risk
of loss due to interest rate and market fluctuations. However, risk of loss
due to interest rate fluctuations is reduced through the use of certain
derivative instruments. The Company evaluates and monitors each financial
instrument individually and, where appropriate, obtains collateral or other
forms of security to minimize risk of loss.

D) INVESTMENTS: Investments in fixed maturities include bonds, asset-backed
securities, including collateralized mortgage obligations (CMOs); and
redeemable preferred stocks. Fixed maturities classified as held to maturity
are carried at amortized cost, net of impairments, and those classified as
available for sale are carried at fair value, with unrealized appreciation or
depreciation included in Shareholder's Equity. Fixed maturities are considered
impaired and written down to fair value when a decline in value is considered
to be other than temporary.

Mortgage loans are carried principally at unpaid principal balances, net of
valuation reserves. Generally, mortgage loans are considered impaired and a
valuation reserve is established when a decline in the fair value of the
collateral below the carrying value is other than temporary.

61
<PAGE> 67
Fixed maturities and mortgage loans that are delinquent or restructured to
modify basic financial terms, typically to reduce the interest rate and, in
certain cases, extend the term, are placed on non-accrual status, and
thereafter interest income is recognized only when payment is received.

Real estate investments are either held for the production of income or held
for sale. Real estate investments held for the production of income are
carried at depreciated cost less valuation reserves when a decline in value is
other than temporary. Depreciation is generally calculated using the
straight-line method based on the estimated useful lives of the assets. Real
estate investments held for sale are those which are acquired through the
foreclosure of mortgage loans. These assets are valued at their fair value at
the time of foreclosure. The fair value is established as the new cost basis
and the asset acquired is reclassified from mortgage loans to real estate held
for sale. Subsequent to foreclosure, these investments are carried at the
lower of depreciated cost or current fair value less estimated costs to sell.
Adjustments to the carrying value as a result of changes in fair value
subsequent to foreclosure are recorded as valuation reserves and reported in
realized investment gains and losses. The Company considers several methods
in determining fair value for real estate acquired through foreclosure, with
greater emphasis placed on the use of discounted cash flow analyses and, in
some cases, the use of third-party appraisals. Assets held for sale are
depreciated using the straight-line method based on the estimated useful lives
of the assets.

Equity securities, which include common and non-redeemable preferred stocks,
are carried at fair value. Short-term investments are carried at fair value,
which approximates cost. Equity securities and short-term investments are
classified as available for sale.

Policy loans are generally carried at unpaid principal balances.

Realized investment gains and losses result from sales, investment asset
write-downs and changes in valuation reserves, after deducting amounts
attributable to experience-rated pension policyholders' contracts and
participating life policies ("policyholder share"). Generally, realized
investment gains and losses are based upon specific identification of the
investment assets.

Unrealized investment gains and losses, after deducting policyholder share
and net of deferred income taxes, if applicable, for investments carried at
fair value are included in Shareholder's Equity.

See Note 2(F) for a discussion of the Company's accounting policies for
derivative financial instruments.

E) CASH AND CASH EQUIVALENTS: Short-term investments with a maturity of
three months or less at the time of purchase are reported as cash equivalents.

F) REINSURANCE RECOVERABLES: Reinsurance recoverables are estimates of
amounts to be received from reinsurers, including amounts under reinsurance
agreements with affiliated companies. Allowances are established for amounts
deemed uncollectible.

G) DEFERRED POLICY ACQUISITION COSTS: Acquisition costs consist of
commissions, premium taxes and other costs, which vary with, and are primarily
related to, the production of revenues. Group life and a portion of group
health insurance business acquisition costs are deferred and amortized over the
terms of the insurance policies. Acquisition costs related to universal life
products and contractholder deposit funds are deferred and amortized in
proportion to total estimated gross profits over the expected life of the
contracts. Acquisition costs related to annuity and other life insurance
businesses are deferred and amortized, generally in proportion to the ratio of
annual revenue to the estimated total revenues over the contract periods.
Deferred acquisition costs are reviewed to determine if they are recoverable
from future income, including investment income. If such costs are determined
to be unrecoverable, they are expensed at the time of determination.

H) PROPERTY AND EQUIPMENT: Property and equipment are carried at cost less
accumulated depreciation. When applicable, cost includes interest and real
estate taxes incurred during construction and other construction-related costs.
Depreciation is calculated principally on the straight-line method based on the
estimated useful lives of the assets. Accumulated depreciation was $333
million and $261 million at December 31, 1994 and 1993, respectively.

I) OTHER ASSETS: Other Assets consists of various insurance-related assets,
principally ceded unearned premiums, reinsurance deposits and other amounts due
from affiliated companies.

J) GOODWILL: Goodwill represents the excess of the cost of businesses
acquired over the fair value of their net assets. These costs are amortized on
systematic bases over periods, not exceeding 40 years, that correspond with the
benefits expected to be derived from the acquisition. The Company evaluates
the carrying amount of goodwill by analyzing historical and expected future
income and undiscounted cash flows of the related businesses. Write-downs of
goodwill are recognized when it is determined that the amount has been
impaired. Also, amortization periods are revised if it is determined that the
remaining period of benefit of the goodwill has changed. Accumulated
amortization was $70 million and $56 million at December 31, 1994 and 1993,
respectively.

K) SEPARATE ACCOUNTS: Separate account assets and liabilities are
principally carried at market value, with less than 4% carried at amortized
cost, and represent policyholder funds maintained in accounts having specific
investment

62
<PAGE> 68
objectives. The investment income, gains and losses of these accounts
generally accrue to the policyholders and, therefore, are not included in the
Company's net income.

L) CONTRACTHOLDER DEPOSIT FUNDS: Contractholder Deposit Funds are
liabilities for investment-related and universal life products which were $18.6
billion and $8.1 billion as of December 31, 1994, respectively, compared with
$19.1 billion and $6.0 billion as of December 31, 1993, respectively. These
liabilities consist of deposits received from customers and investment earnings
on their fund balances, less administrative charges and, for universal life
fund balances, mortality and surrender charges.

M) FUTURE POLICY BENEFITS: Future policy benefits are liabilities for life,
health and annuity products. Such liabilities are established in amounts
adequate to meet the estimated future obligations of policies in force. These
liabilities are computed using premium assumptions for group annuity policies
and the net level premium method for individual life and annuity policies, and
are based upon estimates as to future investment yield, mortality and
withdrawals that include provisions for adverse deviation. Future policy
benefits for individual life insurance and annuity policies are computed using
interest rates ranging from 2% to 11%, generally graded down after 10 to 30
years. Mortality, morbidity, and withdrawal assumptions for all policies are
based on either the Company's own experience or various actuarial tables.

N) UNPAID CLAIMS AND CLAIM EXPENSES: Liabilities for unpaid claims and claim
expenses are estimates of payments to be made on insurance claims for reported
losses and estimates of losses incurred but not reported. The Company's prior
year claims and claim adjustment expenses were not material.

O) UNEARNED PREMIUMS: Premiums for group life, and accident and health
insurance are reported as earned on a pro rata basis over the contract period.
The unexpired portion of these premiums is recorded as Unearned Premiums.

P) OTHER LIABILITIES: Other Liabilities consists principally of
postretirement and postemployment benefits and various insurance-related
liabilities, including amounts related to reinsurance contracts. Also included
in Other Liabilities are liabilities for guaranty fund assessments that can be
reasonably estimated.

Q) TRANSLATION OF FOREIGN CURRENCIES: Foreign operations primarily utilize
the local currencies as their functional currencies, and assets and liabilities
are translated at the rates of exchange as of the balance sheet date. Revenues
and expenses are translated at the average rates of exchange prevailing during
the year. The translation gain or loss on such functional currencies is
generally reflected in Shareholder's Equity, net of applicable taxes.

R) PREMIUM AND FEES, REVENUES AND RELATED EXPENSES: Premiums for group life
and accident and health insurance are recognized as revenue on a pro rata basis
over their contract periods. Premiums for individual life and health insurance
as well as individual and group annuity products, excluding universal life and
investment-related products, are recognized as revenue when due. Benefits,
losses and expenses are matched with premiums.

Revenues for universal life products consist of net investment income and
mortality, administration and surrender fees assessed against the fund values
during the period. Benefit expenses for universal life products consist of
benefit claims in excess of fund values and net investment income credited to
fund values. Revenues for investment-related products consist of net
investment income and contract charges assessed against the fund values during
the period. Benefit expenses for investment-related products primarily consist
of net investment income credited to the fund values after deduction for
investment and risk fees.

S) PARTICIPATING BUSINESS: Certain life insurance policies contain dividend
payment provisions that enable the policyholder to participate in the earnings
of the Company's business. The participating insurance in force accounted for
5.2% of total insurance in force at December 31, 1994, compared with 3.6% at
December 31, 1993 and .4% at December 31, 1992.

T) INCOME TAXES: The Company and its subsidiaries are included in the
consolidated United States federal income tax return filed by CIGNA. In
accordance with United States federal income tax consolidated return
regulations, all corporations included in a consolidated tax return are jointly
and severally liable for all tax liabilities. In accordance with a tax sharing
agreement, the provision for federal income tax is computed as if the Company
was filing a separate federal income tax return, except that benefits arising
from tax credits and net operating losses are allocated to those subsidiaries
producing such attributes only to the extent they are utilized in the
consolidated federal income tax provision.

Deferred income taxes are generally recognized when assets and liabilities
have different values for financial statement and tax reporting purposes.
These differences result primarily from loss reserves, policy acquisition
expenses, investments, reserves for postretirement benefits and unrealized
appreciation or depreciation on investments.

63
<PAGE> 69
NOTE 2 - INVESTMENTS

A) FIXED MATURITIES: Fixed maturities are net of cumulative write-downs of
$78 million and $76 million, including policyholder share, as of December 31,
1994 and 1993, respectively.

The amortized cost and fair value by contractual maturity periods for fixed
maturities, including policyholder share, as of December 31, 1994 were as
follows:

- ----------------------------------------------------------------------------------------------
Amortized Fair
(In millions) Cost Value
- ----------------------------------------------------------------------------------------------
Held to Maturity (Carried at Amortized Cost)
<S> <C> <C>
Due in one year or less $ 201 $ 204
Due after one year through five years 2,275 2,272
Due after five years through ten years 3,424 3,383
Due after ten years 2,298 2,403
Asset-backed securities 1,863 1,813
- ----------------------------------------------------------------------------------------------
Total $10,061 $10,075
- ----------------------------------------------------------------==============================

Available for Sale (Carried at Fair Value)

Due in one year or less $ 85 $ 93
Due after one year through five years 1,474 1,447
Due after five years through ten years 1,769 1,681
Due after ten years 2,290 2,250
Asset-backed securities 2,953 2,853
- ----------------------------------------------------------------------------------------------
Total $ 8,571 $ 8,324
- -----------------------------------------------------------------=============================
</TABLE>

Actual maturities could differ from contractual maturities because issuers
may have the right to call or prepay obligations with or without call or
prepayment penalties. Also, the Company may extend maturities in some cases.

As of December 31, 1994, gross unrealized appreciation (depreciation) for
fixed maturities, including policyholder share, by type of issuer was as
follows:

- -----------------------------------------------------------------------------------------------
Amortized Fair
(In millions) Cost Appreciation Depreciation Value
- -----------------------------------------------------------------------------------------------
Held to Maturity (Carried at Amortized Cost)
<S> <C> <C> <C> <C>
State and local government bonds $ 61 $ 4 $ (1) $ 64
Foreign government bonds 49 1 (1) 49
Corporate securities 8,088 293 (232) 8,149
Asset-backed securities 1,863 46 (96) 1,813
- ----------------------------------------------------------------------------------------------
Total $10,061 $ 344 $(330) $ 10,075
- ------------------------------------------------===============================================

Available for Sale (Carried at Fair Value)

Federal government bonds $ 393 $ 35 $ (13) $ 415
State and local government bonds 48 - (4) 44
Foreign government bonds 135 1 (6) 130
Corporate securities 5,042 84 (244) 4,882
Asset-backed securities 2,953 98 (198) 2,853
- ----------------------------------------------------------------------------------------------
Total $ 8,571 $ 218 $(465) $ 8,324
- -------------------------------------------------=============================================
</TABLE>

64
<PAGE> 70
As of December 31, 1993, gross unrealized appreciation (depreciation) for
fixed maturities, including policyholder share, by type of issuer was as
follows:
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------
Amortized Fair
(In millions) Cost Appreciation Depreciation Value
- ----------------------------------------------------------------------------------------------
Held to Maturity (Carried at Amortized Cost)
<S> <C> <C> <C> <C>
State and local government bonds $ 56 $ 12 $ - $ 68
Foreign government bonds 25 2 - 27
Corporate securities 8,495 1,106 (13) 9,588
Asset-backed securities 1,374 107 (6) 1,475
- ----------------------------------------------------------------------------------------------
Total $9,950 $1,227 $ (19) $11,158
- -------------------------------------------------=============================================

Available for Sale (Carried at Fair Value)

Federal government bonds $ 77 $ 10 $ - $ 87
State and local government bonds 43 4 - 47
Foreign government bonds 209 12 (2) 219
Corporate securities 5,244 670 (28) 5,886
Asset-backed securities 2,614 311 (19) 2,906
- ----------------------------------------------------------------------------------------------
Total $8,187 $1,007 $ (49) $ 9,145
- -------------------------------------------------=============================================
</TABLE>

At December 31, 1994, contractual fixed maturity investment commitments
approximated $226 million. The majority of investment commitments are for the
purchase of investment grade fixed maturities, bearing interest at a fixed
market rate, and require no collateral. These commitments are diversified by
issuer and maturity date, and it is estimated that the full amount will be
disbursed in 1995, with the majority occurring within the first three months.

B) SHORT-TERM INVESTMENTS: As of December 31, 1994 and 1993, short-term
investments include debt securities, principally corporate securities of $139
million and $36 million, respectively; federal government securities of $3
million and $53 million, respectively; and foreign government securities of $1
million and $7 million as of December 31, 1994 and 1993 respectively.

C) MORTGAGE LOANS AND REAL ESTATE: The Company's mortgage loans and real
estate investments are diversified by property type and location and, for
mortgage loans, by borrower. Mortgage loans are collateralized by the related
properties and generally approximate 80% of the property's value at the time
the original loan is made.

At December 31, the carrying values of mortgage loans and real estate
investments, including policyholder share, were as follows:

Valuation reserves for mortgage loans, including policyholder share, were
$115 million and $160 million as of December 31, 1994 and 1993, respectively.
Valuation reserves and cumulative write-downs related to real estate, including
policyholder share, were $294 million and $321 million as of December 31, 1994
and 1993, respectively.

During 1994, 1993 and 1992, non-cash investing activities included real
estate acquired through foreclosure of mortgage loans, which totaled $127
million, $458 million and $411 million, respectively.

65
<PAGE> 71
At December 31, mortgage loans and real estate investments comprised the
following property types and geographic regions:

- ----------------------------------------------------------------------------------------------
(In millions) 1994 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Property type:
Office buildings $ 4,092 $ 4,252
Retail facilities 3,867 3,650
Hotels 819 876
Apartment buildings 997 905
Other 642 655
- ----------------------------------------------------------------------------------------------
Total $10,417 $10,338
- ----------------------------------------------------------------==============================
Geographic region:
Central $ 3,664 $ 3,513
Pacific 2,558 2,675
Middle Atlantic 1,652 1,654
South Atlantic 1,585 1,557
New England 958 939
- ----------------------------------------------------------------------------------------------
Total $10,417 $10,338
- ----------------------------------------------------------------==============================
</TABLE>

At December 31, 1994, scheduled mortgage loan maturities were as follows:
1995 - $752 million; 1996 - $1.0 billion; 1997 - $1.1 billion; 1998 - $743
million; 1999 - $1.2 billion, and $4.2 billion thereafter. Actual maturities
could differ from contractual maturities because borrowers may have the right
to prepay obligations with or without prepayment penalties, and loans may be
refinanced. During 1994 and 1993, the Company refinanced approximately $600
million and $800 million, respectively, of its mortgage loans relating to
borrowers that were unable to obtain alternative financing.

At December 31, 1994, contractual commitments to extend credit under
commercial mortgage loan agreements amounted to approximately $286 million, all
of which were at a fixed market rate of interest. These commitments generally
expire within one year, in most cases within three months, and are diversified
by property type and geographic region. Included in these commitments is
approximately $180 million of commitments to refinance mortgage loans,
currently in a separate account, relating to borrowers that are not expected to
be able to obtain alternative financing.

D) NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS: Unrealized
appreciation and depreciation for investments carried at fair value as of
December 31 , 1994 and 1993 were as follows:

Less: Policyholder net unrealized appreciation (depreciation) (141) 298
----- -----
Shareholder net unrealized appreciation (depreciation) (96) 659
Less: Deferred income tax expenses (benefits) 30 231
- ----------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) $ (66) $ 428
- -----------------------------------------------------------------=============================

</TABLE>

66
<PAGE> 72
Net unrealized appreciation (depreciation) on investments that are carried at
fair value is included as a separate component of Shareholders' Equity, net of
policyholder share and deferred income taxes. The increase (decrease) in net
unrealized appreciation/depreciation was ($494) million, $423 million and ($3)
million for the years ended December 31, 1994, 1993 and 1992, respectively,
including ($446) million and $443 million for fixed maturities that are carried
at fair value for the years ended December 31, 1994 and 1993.

The net unrealized appreciation on fixed maturities that are carried at
amortized cost is not recorded in the financial statements. The increase
(decrease) in such net unrealized appreciation was ($1,194) million, ($129)
million, and $115 million in 1994, 1993 and 1992, respectively.

E) NON-INCOME PRODUCING INVESTMENTS: At December 31, the carrying values of
investments that were non-income producing during the preceding 12 months,
including policyholder share, were as follows:

F) DERIVATIVE FINANCIAL INSTRUMENTS: The Company's investment strategy is to
manage investment assets to reflect the underlying characteristics of related
insurance and contractholder liabilities such as liquidity, currency, yield and
duration, which vary among the Company's principal product lines. In
connection with this investment strategy, the Company uses derivative
instruments through hedging applications to manage market risk.

Generally, the Company uses interest rate swap contracts to create, when
combined with cash flows from variable rate bonds, fixed rate cash flows that
meet its portfolio investment strategy. Currency swaps are used to match the
currency of individual investments to that of the associated liabilities.
Interest rate futures are used to temporarily hedge against changes in market
values of bonds and mortgage loans to be purchased or sold, and stock index
futures may be used to hedge the temporary cash position of equity accounts.
Interest rate futures also are used to hedge interest rate risk associated with
withdrawals by contractholders over a scheduled time period.

Cash requirements arise as a result of the Company's derivative activities.
Under interest rate swaps, the Company agrees with other parties to exchange,
at specified intervals, the difference between fixed rate and variable rate
interest amounts calculated by reference to an agreed-upon notional principal
amount. Under futures contracts, initial margin requirements are settled with
cash or other instruments and changes in the contract values are settled in
cash daily with the exchange on which the instrument is traded. Under currency
swaps, the parties generally exchange a principal amount in the two relevant
currencies, agreeing to re-exchange principal amounts at a specified future
date using an agreed-upon exchange rate, and agreeing to periodically exchange
amounts equal to interest payments using the agreed-upon exchange rate.

Because the Company's use of derivatives is limited to hedging applications,
changes in the market value of the derivatives are substantially offset by
changes in the market value of the hedged assets or underlying liabilities,
minimizing market risk. The Company routinely monitors, by individual
counterparty, exposure to credit risk associated with swap contracts. Futures
contracts are exchange-traded and, therefore, credit risk is limited since the
exchange assumes the obligations. The Company manages legal risks by following
industry standardized documentation procedures, by monitoring legal
developments and, consistent with its credit exposure policies, by limiting
risks associated with counterparty failure by diversifying the swaps portfolio
among approved dealers of high credit quality.

Changes in the market value of futures contracts that qualify as hedges are
deferred and recorded as adjustments to the carrying value of the related bond
or mortgage loan. Deferred gains and losses are amortized into net investment
income over the life of the investments purchased or recognized in full as
realized investment gains and losses in the event that the investment or
futures contract is sold prior to maturity. Futures contracts totaled $142
million and $129 million as of December 31, 1994 and 1993, respectively, and
were accounted for as hedges. At December 31, 1994, gains and losses on
futures contracts deferred in anticipation of investment purchases were $1
million and $3 million, respectively.

Net interest received or paid on an interest rate swap contract is recognized
currently as an adjustment to net investment income. Underlying notional
principal amounts associated with interest rate swap contracts outstanding were
$596 million and $542 million at December 31, 1994 and 1993, respectively.

The interest payment cash flows received in U.S. dollars from currency swaps
related to foreign currency denominated investment securities (primarily
Canadian dollars, pound sterling, Swiss francs, New Zealand dollars and
Japanese yen) are recognized as net investment income when received. Gains and
losses from changes in exchange rates related to foreign currency swaps are
recognized in realized investment gains and losses, offset by

67
<PAGE> 73
exchange rate gains and losses on the related investments. Underlying
principal amounts associated with currency swap contracts outstanding were $325
million and $248 million at December 31, 1994 and 1993, respectively.

As of December 31, 1994, the Company's variable rate investments consisted of
approximately $810 million of fixed maturities and the Company's fixed rate
investments consisted of $18 billion of fixed maturities and $9 billion of
mortgage loans. For the year ended December 31, 1994, the average yield on the
Company's investments in fixed maturities and mortgage loans was 8.7%. For the
year ended December 31, 1994, net investment income on bonds and mortgage loans
was increased by $7 million and $1 million, respectively, as a result of
recognizing amortization of deferred market value changes in futures contracts.
In addition, the increase in net investment income for bonds resulting from
interest rate swap contracts was $12 million, $19 million and $17 million for
the years ended December 31, 1994, 1993 and 1992, respectively.

G) OTHER: As of December 31, 1994 and 1993, the Company had no concentration
of investments in a single investee exceeding 10% of Shareholder's Equity.

NOTE 3 - INVESTMENT INCOME AND GAINS AND LOSSES

A) NET INVESTMENT INCOME: The components of net investment income, including
policyholder share, for the year ended December 31 were as follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
(In millions) 1994 1993 1992
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fixed maturities $1,596 $1,547 $1,511
Mortgage loans 776 892 931
Equity securities 20 16 9
Policy loans 365 253 163
Real estate 291 238 162
Other long-term investments 23 20 11
Short-term investments 8 18 34
----- ----- -----
3,079 2,984 2,821
Less investment expenses 274 242 172
- ----------------------------------------------------------------------------------------------
Net investment income $2,805 $2,742 $2,649
- -----------------------------------------------------------------=============================
</TABLE>

Net investment income attributable to policyholder contracts, which is
included in the Company's revenues and is primarily offset by amounts included
in Benefits, Losses and Settlement Expenses, was approximately $1.5 billion for
1994 and $1.6 billion for 1993 and 1992. Net investment income for separate
accounts, which is not reflected in the Company's revenues, was $693 million,
$604 million and $656 million for December 31, 1994, 1993 and 1992,
respectively.

As of December 31, 1994, fixed maturities and mortgage loans on non-accrual
status, including policyholder share, were $272 million and $743 million,
including restructured investments of $148 million and $543 million,
respectively. Amounts on non-accrual status as of December 31, 1993 were $332
million of fixed maturities and $827 million of mortgage loans, including
restructurings of $245 million and $689 million, respectively. If interest on
these investments had been recognized in accordance with their original terms,
net income would have been increased by $14 million, $17 million and $20
million in 1994, 1993 and 1992, respectively.

B) REALIZED INVESTMENT GAINS AND LOSSES: Realized gains and losses on
investments, excluding policyholder share, for the year ended December 31 were
as follows:

- ----------------------------------------------------------------------------------------------
(In millions) 1994 1993 1992
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Realized investment gains (losses):
Fixed maturities $ 4 $ 28 $ 4
Mortgage loans - (5) (16)
Equity securities 2 (5) 4
Real estate 15 (66) (13)
Other 6 (17) 8
----- ----- -----
27 (65) (13)
Income tax expenses (benefits) 12 (16) (31)
- -----------------------------------------------------------------------------------------------
Net realized investment gains (losses) $ 15 $ (49) $ 18
- -----------------------------------------------------------------=============================
</TABLE>

68
<PAGE> 74
Impairments in the value of investments, net of recoveries, that are included
in realized investment gains and losses were $33 million, $55 million and $38
million in 1994, 1993 and 1992, respectively.

Realized investment gains (losses) for separate accounts, which are not
reflected in the Company's revenues, were ($51) million, $612 million and $243
million for the years ended December 31, 1994, 1993 and 1992, respectively.
Realized investment (losses) attributable to policyholder contracts, which also
are not reflected in the Company's revenues, were, ($5) million and ($103)
million for the years ended December 31, 1993 and 1992, respectively. Net
realized investment gains (losses) attributable to policyholder contracts were
zero for the year ended December 31, 1994.

During 1994, proceeds from sales of available-for-sale fixed maturities and
equities, including policyholder share, were $1.4 billion. Such sales resulted
in gross realized gains and gross realized losses of $73 million and $70
million, respectively. During 1994, the Company also sold $14 million of held
to maturity fixed maturities, including policyholder share, resulting in gross
proceeds of $12 million and a pre-tax realized loss of $2 million. In
addition, $82 million of fixed maturities classified as held to maturity,
including policyholder share, were transferred to the available-for-sale
category at fair value, which was not significantly different from the carrying
value. The sales of fixed maturities classified as held to maturity and the
transfer of such securities to the available-for-sale category were the result
of significant credit deterioration of the issuers of the affected investments.

Prior to adoption of SFAS No. 115, proceeds from voluntary sales of
investments in fixed maturities, including policyholder share, were $599
million and $595 million in 1993 and 1992, respectively. Such sales resulted
in gross realized gains and gross realized (losses), including policyholder
share, of $36 million and ($3) million in 1993, compared with $36 million and
($14) million in 1992. These amounts exclude the effects of sales of fixed
maturities that, prior to the implementation of SFAS No. 115, were classified
as short-term investments.

NOTE 4 - SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS

The Connecticut Insurance Department (the Department) recognizes as net
income and surplus (shareholder's equity) those amounts determined in
conformity with statutory accounting practices prescribed or permitted by the
Department, which differ in certain respects from generally accepted accounting
principles. As of December 31, 1994, there were no material permitted
accounting practices utilized by the Company.

Capital stock of the Company at December 31, 1994 and 1993 consisted of
5,978,322 shares of common stock authorized, issued and outstanding (par value
$5.00).

Statutory surplus was $2.0 billion at both December 31, 1994 and 1993. The
Connecticut Insurance Holding Company Act limits the maximum amount of annual
dividends or other distributions available to shareholders of Connecticut
insurance companies without prior approval of the Insurance Commissioner.
Under current law, the maximum dividend distribution which may be made by the
Company during 1995 without prior approval is $429 million.

NOTE 5 - INCOME TAXES

In accordance with SFAS No. 109, the Company adopted the liability method of
accounting for income taxes as discussed in Note 1.

As of December 31, 1994 and 1993, the net deferred tax asset was $661 million
and $434 million, respectively.

Management believes, based on the Company's earnings history and its future
expectations, that the Company's taxable income in future years will be
sufficient to realize the net deferred tax asset. In determining the adequacy
of future taxable income, management considered the future reversal of its
existing taxable temporary differences and available tax planning strategies
that could be implemented, if necessary.

In accordance with the Life Insurance Company Income Tax Act of 1959, a
portion of the Company's statutory income was not subject to current income
taxation but was accumulated in an account designated Policyholders' Surplus
Account. Under the Tax Reform Act of 1984, no further additions may be made to
the Policyholders' Surplus Account for tax years ending after December 31,
1983. The balance in the account of approximately $450 million at December 31,
1994 would result in a tax liability of $158 million (at a 35% rate), only if
distributed to the shareholders or if the account balance exceeded a prescribed
maximum. No income taxes have been provided on this amount because, in
management's opinion, the likelihood that these conditions will be met is
remote.

CIGNA's federal income tax returns are routinely audited by the Internal
Revenue Service (IRS), and provisions are made in the financial statements in
anticipation of the results of these audits. CIGNA resolved all issues
relative to the Company arising out of audits for 1982 through 1990 which
resulted in an increase to net income of $2 million, $3 million and $121
million for 1994, 1993 and 1992, respectively.

In management's opinion, adequate tax liabilities have been established for
all years.

69
<PAGE> 75
The tax effect of temporary differences which give rise to deferred income
tax assets and liabilities as of December 31 were as follows:

- ----------------------------------------------------------------------------------------------
(In millions) 1994 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Insurance and contractholder liabilities $337 $410
Employee and retiree benefit plans 175 166
Investments, net 220 152
Unrealized depreciation on investments 30 -
Other 71 123
--- ---
Total deferred tax assets 833 851
--- ---
Deferred tax liabilities:
Policy acquisition expenses 60 68
Depreciation 102 105
Unrealized appreciation on investments - 235
Other 10 9
--- ---
Total deferred tax liabilities 172 417
- ----------------------------------------------------------------------------------------------
Deferred income taxes, net $661 $434
- -------------------------------------------------------------------------------===============
</TABLE>

As a result of the Omnibus Budget Reconciliation Act of 1993 (OBRA), the
federal corporate income tax rate increased by one percent to 35% retroactive
to January 1, 1993. Deferred income tax benefits for 1993 included $13 million
related to an increase in the Company's net deferred tax asset as of January 1,
1993, due to the effect of the tax rate increase.

Total income tax expense was less than the amount computed using the nominal
federal income tax rate for the following reasons:
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------
(In millions) 1994 1993 1992
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tax expense at nominal rate (35% for 1994 and 1993,
34% for 1992) $271 $261 $ 199
Tax-exempt interest income (7) (6) (5)
Dividends received deduction (3) (4) (5)
Amortization of goodwill 4 5 5
Resolved federal tax audit issues (2) (3) (121)
Increase in deferred tax asset for tax rate change - (13) -
Other, net 2 (4) (3)
- ----------------------------------------------------------------------------------------------
Total income tax expense $265 $236 $ 70
- -------------------------------------------------------------------===========================
</TABLE>

Temporary and other differences which resulted in the deferred tax expense
(benefit) for the year ended December 31 were as follows:
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------
(In millions) 1994 1993 1992
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Insurance and contractholder liabilities $ 93 $ (80) $(31)
Policy acquisition expenses (8) (39) (11)
Investments, net (19) (36) (3)
Employee and retiree benefit plans (9) (16) (3)
Realized investment gains/losses (20) (24) (18)
Other 8 (2) 5
- ----------------------------------------------------------------------------------------------
Deferred taxes (benefits) $ 45 $(197) $(61)
- -------------------------------------------------------------------============================
</TABLE>

70
<PAGE> 76
NOTE 6 - PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS PLANS

A) PENSION PLANS: The Company provides retirement benefits to eligible
employees and agents. These benefits are provided through a single integrated
plan (the Plan) sponsored by CIGNA covering most domestic employees and by
several separate pension plans for various subsidiaries, agents and foreign
employees.

The Plan is a non-contributory, defined benefit, trusteed plan available to
eligible domestic employees. Benefits are based on employees' years of service
and compensation during the highest three or, if service commenced after
December 31, 1988, five consecutive years of employment, offset by a portion of
the Social Security benefit for which they are eligible. CIGNA funds at least
the minimum amount required by the Employee Retirement Income Security Act of
1974. Allocated pension cost for the Company was $31 million, $27 million and
$24 million in 1994, 1993 and 1992, respectively.

The Plan, and several separate pension plans for various subsidiaries and
agents, had deposits with the Company totalling approximately $1.7 billion and
$1.6 billion at December 31, 1994 and 1993, respectively.

B) OTHER POSTRETIREMENT BENEFITS PLANS: In addition to providing pension
benefits, the Company provides certain health care and life insurance benefits
to retired employees, spouses and other eligible dependents through various
plans sponsored by CIGNA. A substantial portion of the Company's employees may
become eligible for these benefits upon retirement. As of January 1, 1992, the
health care benefit plans required nominal contributions by retirees. In
August 1992, CIGNA amended its plans effective January 1, 1993, whereby CIGNA's
contributions for health care benefits will depend upon a retiree's date of
retirement, age and years of service. In addition, the plan amendments
increased the level of other cost-sharing features, such as deductibles and
coinsurance. Under the terms of the benefit plans, benefit provisions and
cost-sharing features can continue to be adjusted. In general, retiree health
care benefits are not funded and are paid as covered expenses are incurred.
Retiree life insurance benefits are paid from plan assets or as covered
expenses are incurred.

Effective January 1, 1992, the Company adopted SFAS No. 106 for all of its
postretirement benefit plans (See Note 1). Under SFAS No. 106, an employer's
postretirement benefit liability is primarily measured by determining the
present value of the projected future costs of health benefits based on an
estimate of health care cost trend rates. Expense for postretirement benefits
other than pensions allocated to the Company totalled $28 million for 1994, $15
million for 1993 and $23 million for 1992. The other postretirement benefit
liability included in Accounts Payable, Accrued Expenses and Other Liabilities
as of December 31, 1994 and 1993 was $422 million and $415 million, including
net intercompany payables of $29 million and $32 million, respectively for
services provided by affiliates' employees.

C) OTHER POSTEMPLOYMENT BENEFITS: The Company provides certain salary
continuation (severance and disability), health care and life insurance
benefits to inactive and former employees, spouses and other eligible
dependents through various employee benefit plans sponsored by CIGNA. Those
plans are unfunded and noncontributory, except for the life insurance and
health care plans.

Although severance benefits accumulate with additional service, the Company
recognizes severance expense when severance is probable and the costs can be
reasonably estimated. Postemployment benefits other than severance generally
do not vest or accumulate; therefore, the estimated cost of benefits is accrued
when determined to be probable and estimable, generally upon disability or
termination. See Note 1 for additional information regarding implementation of
SFAS No. 112.

D) CAPITAL ACCUMULATION PLANS: CIGNA sponsors various capital accumulation
plans in which employee contributions on a before-tax basis (401(k)) are
supplemented by CIGNA matching contributions. Contributions are invested, at
the election of the employee, in one or more of the following investments:
CIGNA common stock fund, several non-CIGNA stock and bond portfolios and a
fixed-income fund. The Company's expense for such plans totaled $14 million,
$13 million and $12 million for December 31, 1994, 1993 and 1992, respectively.

NOTE 7 - LEASES AND RENTALS

Rental expenses for operating leases, principally with respect to buildings,
amounted to $62 million, $66 million and $65 million in 1994, 1993 and 1992,
respectively.

As of December 31, 1994, future net minimum rental payments under
non-cancelable operating leases were $151 million, payable as follows: 1995 -
$48 million; 1996 -$43 million; 1997 - $27 million; 1998 - $14 million; 1999
- -$10 million; and $9 million thereafter.

71
<PAGE> 77
NOTE 8 - REINSURANCE

In the normal course of business, the Company enters into agreements,
primarily relating to short-duration contracts, to assume and cede reinsurance
with other insurance companies. Reinsurance is ceded primarily to limit losses
from large exposures and to permit recovery of a portion of direct losses,
although ceded reinsurance does not relieve the originating insurer of
liability. The Company evaluates the financial condition of its reinsurers and
monitors concentrations of credit risk arising from similar geographic regions,
activities, or economic characteristic of its reinsurers. Failure of
reinsurers to indemnify the Company, as a result of reinsurer insolvencies or
disputes, could result in losses. As of December 31, 1994 and 1993 there were
no allowances for uncollectible amounts. While future charges for
unrecoverable reinsurance may materially affect results of operations in future
periods, such amounts are not expected to have a material adverse effect on the
Company's liquidity or financial condition.

The effects of reinsurance on net earned premiums and fees for the year ended
December 31 were as follows:
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------
(In millions) 1994 1993 1992
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHORT-DURATION CONTRACTS
Premiums and Fees:
Direct $3,419 $2,666 $2,461
Assumed 716 1,248 1,320
Ceded (291) (329) (197)
- ----------------------------------------------------------------------------------------------
Net earned premiums and fees $3,844 $3,585 $3,584
- -----------------------------------------------------------------=============================

- ----------------------------------------------------------------------------------------------
(In millions) 1994 1993 1992
- ----------------------------------------------------------------------------------------------
LONG-DURATION CONTRACTS
Premiums and Fees:
Direct $1,068 $1,023 $ 827
Assumed 126 166 204
Ceded (78) (70) (74)
- ----------------------------------------------------------------------------------------------
Net earned premiums and fees $1,116 $1,119 $ 957
- -----------------------------------------------------------------=============================
</TABLE>

The effects of reinsurance on written premiums and fees were not materially
different from the amounts shown above. Benefits, losses and settlement
expenses for 1994, 1993 and 1992 were net of reinsurance recoveries of $149
million, $119 million and $124 million, respectively.

NOTE 9 - CONTINGENCIES

A) FINANCIAL GUARANTEES: The Company is contingently liable for financial
guarantees provided in the ordinary course of business on the repayment of
principal and interest on certain industrial revenue bonds. The contractual
amounts of financial guarantees reflect the Company's maximum exposure to
credit loss in the event of nonperformance. To limit the Company's exposure in
the event of default of any guaranteed obligation, various programs are in
place to ascertain the creditworthiness of guaranteed parties and to monitor
this status on a periodic basis. Risk is further reduced through reinsurance
and, in certain programs, use of letters of credit and other types of security.

The industrial revenue bonds guaranteed directly by the Company have
remaining maturities of up to 21 years. The guarantees provide for payment of
debt service only as it becomes due; consequently, an event of default would
not cause an acceleration of scheduled principal and interest payments. The
principal amount of the bonds guaranteed by the Company at December 31, 1994
and 1993 was $296 million and $323 million, respectively. Revenues in
connection with industrial revenue bond guarantees are derived principally from
equity participations in the related projects and are included in Net
Investment Income as earned. Loss reserves for financial guarantees are
established when a default has occurred or when the Company believes that a
loss has been incurred. During 1994 and 1992, losses for industrial revenue
bonds were $1 million, and $4 million, respectively. There were no such losses
in 1993.

Prior to 1993, the Company had an arrangement with CIGNA Property and
Casualty Insurance Company (CIGNA P&C), an affiliate, whereby the Company
guaranteed the performance of certain investments purchased to support a group
accident and health reinsurance agreement between the companies. (See Note 11
for additional information.) In accordance with 1993 amendments to the
reinsurance treaties, the Company and CIGNA P&C mutually agreed to terminate
this arrangement. The principal amount of such investments guaranteed by the
Company was $150 million as of December 31, 1992. A loss of $2 million related
to this guarantee was reported by the Company in 1992.

72
<PAGE> 78
The Company also guarantees a minimum level of benefits for certain separate
account contracts and, in the event that separate account assets are
insufficient to fund minimum policy benefits, the Company is obligated to fund
the difference. As of December 31, 1994 and 1993, the amount of minimum
benefit guarantees for separate account contracts was $4.8 billion and $4.9
billion, respectively. Reserves in addition to the separate account
liabilities are established when the Company believes a payment will be
required under one of these guarantees. As of December 31, 1994 and 1993,
reserves of $6 million were recorded. Guarantee fees are part of the overall
management fee charged to separate accounts and are recognized in income as
earned.

Although the ultimate outcome of any loss contingencies arising from the
Company's financial guarantees may adversely affect results of operations in
future periods, they are not expected to have a material adverse effect on the
Company's liquidity or financial condition.

B) REGULATORY AND INDUSTRY DEVELOPMENTS: The Company's businesses are
subject to a changing social, economic, legal, legislative and regulatory
environment which could adversely affect them. Some of the changes include
initiatives to: restrict insurance pricing and the application of underwriting
standards; reform health care; restrict investment practices; and expand
regulation.

Proposals on national health care reform were under consideration in 1994
which could have significantly changed the way health care is financed and
delivered in the United States. Congress recessed in 1994 without enacting
health care reform. New legislation could be introduced in Congress in 1995;
however, comprehensive national reform is not likely to be proposed in 1995.
Instead, the Company expects federal and state proposals seeking modest
insurance reform and limitations on the formation and operation of efficient
health care networks. Due to uncertainties associated with the timing and
content of any health care legislation, the effect on the Company's future
results of operations, liquidity or financial condition cannot be reasonably
estimated at this time.

The National Association of Insurance Commissioners (NAIC) has developed
model solvency-related guidelines ("risk-based capital" rules) to strengthen
solvency regulation of insurance companies. Depending on the ratio of the
insurer's surplus to its risk-based capital, the insurer could be subject to
various regulatory actions ranging from increased scrutiny to conservatorship.
As of December 31, 1994, the Company was adequately capitalized under the
risk-based capital rules.

Also, the NAIC is addressing a proposal that would limit the types and
amounts of investments held. The Company does not expect such guidelines to
have a material adverse effect on its future results of operations, liquidity,
or financial condition.

Unfavorable economic conditions have contributed to an increase in the number
of insurance companies that are impaired or insolvent. This is expected to
result in an increase in mandatory assessments by state guaranty funds of, or
voluntary payments by, solvent insurance companies to cover losses to
policyholders of insolvent or rehabilitated companies. Mandatory assessments,
which are subject to statutory limits, can be partially recovered through a
reduction in future premium taxes in some states. Assessments against the
Company were $12 million, $10 million and $7 million for 1994, 1993 and 1992,
respectively, before giving effect to future premium tax recoveries. Although
future assessments and payments may adversely affect results of operations in
future periods, such amounts are not expected to have a material adverse effect
on the Company's liquidity or financial condition.

The eventual effect on the Company of the changing environment in which it
operates remains uncertain.

C) LITIGATION: The Company is routinely engaged in litigation incidental to
its business, including litigation associated with syndicated investment
products. While the outcome of all litigation involving CIGNA, including
insurance-related litigation, cannot be determined, litigation is not expected
to result in losses that differ from recorded reserves by amounts that would be
material to results of operations, liquidity or financial condition.

NOTE 10 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments that are subject to fair value disclosure requirements
(insurance contracts, real estate, goodwill and taxes are excluded) are carried
in the financial statements at amounts that approximate fair values, unless
otherwise indicated in the table below. The fair values used for financial
instruments are estimates that in many cases may differ significantly from the
amounts that could be realized upon immediate liquidation. In cases where
market prices are not available, estimates of fair value are based on
discounted cash flow analyses which utilize current interest rates for similar
financial instruments with comparable terms and credit quality. The fair value
of liabilities for contractholder deposit funds was estimated using the amount
payable on demand and, for those not payable on demand, discounted cash flow
analyses.

73
<PAGE> 79
The following table presents carrying amounts and estimated fair values as of
December 31 for the Company's financial instruments that are not carried in the
financial statements at amounts approximating fair value.

<TABLE>
<CAPTION>
1994 1993
- -------------------------------------------------------------------------------------------------
Carrying Fair Carrying Fair
(In millions) Amount Value Amount Value
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fixed maturities-held to maturity $10,061 $10,075 $9,950 $11,158
Mortgage loans $ 8,975 $ 8,610 $8,854 $ 9,053
Contractholder deposit funds-
non-insurance products $18,561 $18,512 $19,042 $20,249
=================================================================================================
</TABLE>

For additional information on fair values of fixed maturities, see Note 2(A).
Fair values of off-balance-sheet financial instruments as of December 31, 1994
and 1993 were not material.

NOTE 11 - RELATED PARTY TRANSACTIONS

The Company has ceded group accident and health business under an
experience-rated stop loss agreement to CIGNA P&C. Reinsurance recoverables
from CIGNA P&C were $1.3 billion and $1.5 billion at December 31, 1994 and
1993, respectively. During 1993 and 1992, the Company earned experience-rated
refunds from CIGNA P&C, net of premiums ceded, of $63 million, and $25 million,
respectively. Effective January 1, 1995 reinsurance arrangement was
terminated. Effective with this termination, reserves of approximately $312
million, primarily related to long-term disability business, were recaptured,
with CIGNA P&C assuming responsibility for runout claims on the remaining
reserves. Assets, principally mortgages, with a fair market value equal to
reserves were received as part of the recapture.

The Company has assumed the settlement annuity and group pension business
written by Life Insurance Company of North America (LINA), an affiliate.
Reserves held by the Company with respect to this business were $1.8 billion at
December 31, 1994 and 1993.

The Company cedes all long-term disability business to LINA. Reinsurance
recoverables from LINA at December 31, 1994 and 1993 were $921 million and $911
million, respectively.

The Company had lines of credit available from affiliates totaling $600
million at both December 31, 1994 and 1993. All borrowings are payable upon
demand with interest rates equivalent to CIGNA's average monthly short-term
borrowing rate plus 1/4 of 1%. Interest expense was $1 million for 1994 and $3
million for 1993 and 1992. As of December 31, 1994 and 1993, there were no
borrowings outstanding under such lines.

The Company extended lines of credit to affiliates totalling $600 million at
December 31, 1994 and 1993. All loans are payable upon demand with interest
rates equivalent to CIGNA's average monthly short-term borrowing rate. As of
December 31, 1994 and 1993, the Company had $1.5 million and $2.5 million,
respectively, in outstanding loans to affiliates under such lines.

The Company, together with other CIGNA subsidiaries, has entered into a
pooling arrangement known as the CIGNA Corporate Liquidity Account (the
Account) for the purpose of maximizing earnings on funds available for
short-term investments. As of December 31, 1994 and 1993, the Company had a
balance in the Account of $259 million and $99 million, respectively.

CIGNA allocates to the Company its share of operating expenses incurred at
the corporate level. The Company also allocates a portion of its operating
expenses to affiliated companies on whose behalf it performs certain
administrative services.

74
<PAGE> 80
ILLUSTRATIONS

The following tables show how cash value and death benefit would change over an
extended period of time assuming uniform hypothetical investment performances of
0%, 6%, and 12%. If the actual investment performance were to average 0%, 6%, or
12% but were to vary up and down over the period illustrated, the actual cash
values and death benefits would vary from those illustrated in the following
tables.

These illustrations assume that, over the period illustrated, there are no
policy loans made; no partial surrenders are made; no changes are made in the
face amount of coverage; no optional coverages, riders or benefits are
purchased; no premium payments are made other than the monthly premiums
specified in the illustration; no allocation is made to the Fixed Account; no
transfers of cash value between Fund Accounts are made beyond 12 per year;
monthly cost of insurance charges are as illustrated during each policy year;
and the illustrations are based on the specified face amount, age, and premium
payments.

Current value illustrations use rates from Section 79 of the Internal Revenue
Code with linear interpolation between central ages, and assume the following
charges: i) mortality and expense charges of 0.45% effective annual rate
assessed daily on the aggregate cash value invested in the Fund Accounts, ii)
premium load of 3.00% applied to each premium payment as it is received, iii)
monthly administrative fees of $2.20 per month for the duration of the period
illustrated plus $1.05 per month for each month in which the Net Cash Value does
not exceed $10,000.

Guaranteed illustrations use rates equal to the maximum rates in the Policy
based on 150% of the 1980 CSO Male Mortality Table, and assume the following
charges: i) mortality and expense charges of 0.90% effective annual rate
assessed daily on the aggregate cash value invested in the Fund Accounts, ii)
premium load of 5.00% applied to each premium payment as it is received, iii)
monthly administrative fees of $5.00 per month for the duration of the period
illustrated plus $1.00 per month for each month in which the Net Cash Value does
not exceed $10,000.

The second column of the tables shows the amount which would accumulate if an
amount equal to each premium payment illustrated were invested, and earned
interest, after taxes, at 5% per year compounded annually.

Illustrated values and benefits take into account investment management fees and
other expenses of the underlying funds. These investment management fees and
other expenses of the underlying funds are illustrated at an assumed effective
annual rate of 0.80% of the aggregate cash value in the Fund Accounts .

At present, CIGNA Variable Products Group has agreed to limit total expenses for
the investment management fees plus other expenses for the Money Market Fund to
0.70% effective annual charge and for the S&P 500 Index Fund to 0.60% effective
annual

75
<PAGE> 81

charge. Although this agreement may end at any time, CIGNA Variable Products has
represented that this cap on expenses will continue until December 31, 1996, and
beyond that date, expenses will be as described in the then current prospectus
of the Money Market Fund and the S&P 500 Index Fund.

Investment management fees and other expenses may be more or less than the
assumed rate used for illustration purposes depending upon the allocations made
by the Certificate Owner.

The illustrations assume that no federal, state, or local income tax will be
charged to CG Variable Life Insurance Separate Account A.

Taking into account the investment management fees and the other expenses of the
funds, as described above, the mortality and expense risk charges, the gross
rates of return of 0%, 6%, and 12% correspond to actual rates of return of
- -1.25%, 4.75%, and 10.75% based on the current charge for mortality and expense
risks, and to -1.70%, 4.30%, and 10.30% based on the guaranteed maximum charge
for mortality and expense risks.

Upon request, the Company will provide comparable illustrations based upon the
age of the requesting insured and illustrating the face amount and premium
payment requested by the insured. The Company will provide illustrations based
on current charges and costs of insurance as well as illustrations based on
maximum certificate charges and costs of insurance.

76
<PAGE> 82

GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
ISSUE AGE: 40 YEARS MONTHLY PREMIUM(1): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Current Charges(2)

Gross Investment Return: 0.00%

End of Annual Premium Premium
Policy paid at $100 Accumulated
Year per month Cash Value(3) Death Benefit at 5% per year
- ---- --------------- ------------- ------------- --------------

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE INVESTMENT EXPERIENCE OF THE
PORTFOLIOS OF THE FUND. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL
RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THAT AVERAGE FOR INDIVIDUAL CERTIFICATE YEARS. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOANS OR PARTIAL SURRENDERS WERE MADE. NO
REPRESENTATION CAN BE MADE BY THE COMPANY OR THE SEPARATE ACCOUNT OR THE
UNDERLYING FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

[/R]
- -------------------
[/R]

(1) Premiums are assumed to be paid monthly in arrears.

(2) Current value illustrations use unismoker rates with monthly cost
of insurance as shown, and assume the following charges: i)
mortality and expense risk charges of 0.45% effective annual
rate assessed daily on the aggregate cash value invested in the
Fund Accounts, ii) premium load of 3.00% applied to each premium
payment as it is received, iii) monthly administrative fees of
$2.20 per month for the duration of the period illustrated plus
$1.05 per month for each month in which the Net Cash Value does
not exceed $10,000.

(3) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that no
Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under the Policies for which the
Surrender Charge of $25.00 is applied.

77
<PAGE> 83

GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
ISSUE AGE: 40 YEARS MONTHLY PREMIUM(4): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Guaranteed Charges(5)

Gross Investment Return: 0.00 %

End of Annual Premium Premium
Policy Paid at $100 Accumulated
Year per month Cash Value(6) Death Benefit at 5% per year
- ---- --------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
1 1200 589.70 100,590 1,232.26
2 1200 1,128.96 101,129 2,526.13
3 1200 1,616.25 101,616 3,884.69
4 1200 2,047.70 102,048 5,311.18
5 1200 2,420.69 102,421 6,809.00
6 1200 2,733.83 102,734 8,381.71
7 1200 2,983.40 102,983 10,033.05
8 1200 3,166.90 103,167 11,766.96
9 1200 3,281.89 103,282 13,587.57
10 1200 3,321.21 103,321 15,499.21
11 1200 3,279.02 103,279 17,506.42
12 1200 3,143.62 103,144 19,614.00
13 1200 2,905.89 102,906 21,826.96
14 1200 2,552.13 102,552 24,150.57
15 1200 2,071.22 102,071 26,590.35
16 1200 1,455.81 101,456 29,152.13
17 1200 1698.69 100,699 31,841.99
18 0 0.00 0 34,666.35
19 0 0.00 0 37,631.92
20 0 0.00 0 40,745.78
25 0 0.00 0 58,812.09
30 0 0.00 0 81,869.78
</TABLE>

- -----------------------------------

(4) Premiums are assumed to be paid monthly in arrears.

(5) Guaranteed illustrations use unismoker rates with the illustrated
cost of insurance and assume the following charges: i) mortality
and expense risk charges of 0.90% effective annual rate assessed
daily on the aggregate cash value invested in the Fund Accounts,
ii) premium load of 5.00% applied to each premium payment as
it is received, iii) monthly administrative fees of $5.00 per
month for the duration of the period illustrated plus $1.00
per month for each month in which the Net Cash Value does not
exceed $10,000.

(6) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that
no Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under Policies for which the
Surrender Charge of $25.00 is applied.

78
<PAGE> 84

GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
ISSUE AGE: 40 YEARS MONTHLY PREMIUM(7): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Current Charges(8)

Gross Investment Return: 6.00 %

End of Annual Premium Premium
Policy paid at $100 Accumulated
Year per month Cash Value(9) Death Benefit at 5% per year
- ---- --------------- ----------- -- ------------- --------------
<S> <C> <C> <C> <C>
1 1200 974.06 100,974 1,232.26
2 1200 1,979.63 101,980 2,526.13
3 1200 3,018.19 103,018 3,884.69
4 1200 4,076.55 104,077 5,311.18
5 1200 5,155.64 105,156 6,809.00
6 1200 6,256.45 106,256 8,381.71
7 1200 7,380.02 107,380 10,033.05
8 1200 8,527.42 108,527 11,766.96
9 1200 9,682.56 109,683 13,587.57
10 1200 10,854.35 110,854 15,499.21
11 1200 12,039.41 112,039 17,506.42
12 1200 13,233.99 113,234 19,614.00
13 1200 14,438.55 114,439 21,826.96
14 1200 15,633.88 115,634 24,150.57
15 1200 16,819.52 116,820 26,590.35
16 1200 17,995.03 117,995 29,152.13
17 1200 19,159.92 119,160 31,841.99
18 1200 20,313.68 120,314 34,666.35
19 1200 21,418.88 121,419 37,631.92
20 1200 22,473.19 122,473 40,745.78
25 1200 26,510.34 126,510 58,812.09
30 1200 25,740.83 125,741 81,869.78
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE INVESTMENT EXPERIENCE OF THE
PORTFOLIOS OF THE FUND. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL
RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THAT AVERAGE FOR INDIVIDUAL CERTIFICATE YEARS. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOANS OR PARTIAL SURRENDERS WERE MADE. NO
REPRESENTATION CAN BE MADE BY THE COMPANY OR THE SEPARATE ACCOUNT OR THE
UNDERLYING FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

- ---------------------------------

(7) Premiums are assumed to be paid monthly in arrears.

(8) Current value illustrations use unismoker rates with monthly cost
of insurance as shown, and assume the following charges: i)
mortality and expense risk charges of 0.45% effective annual
rate assessed daily on the aggregate cash value invested in the
Fund Accounts, ii) premium load of 3.00% applied to each premium
payment as it is received, iii) monthly administrative fees of
$2.20 per month for the duration of the period illustrated plus
$1.05 per month for each month in which the Net Cash Value does
not exceed $10,000.

(9) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that no
Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under the Policies for which the
Surrender Charge of $25.00 is applied.

79
<PAGE> 85

GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
issue AGE: 40 YEARS MONTHLY PREMIUM(10): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Guaranteed Charges(11)

Gross Investment Return: 6.00 %

End of Annual Premium Premium
Policy Paid at $100 Accumulated
Year per month Cash Value(12) Death Benefit at 5% per year
- ---- --------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
1 1200 608.97 100,609 1,232.26
2 1200 1,202.39 101,202 2,526.13
3 1200 1,777.12 101,777 3,884.69
4 1200 2,327.46 102,327 5,311.18
5 1200 2,848.66 102,849 6,809.00
6 1200 3,337.03 103,337 8,381.71
7 1200 3,786.24 103,786 10,033.05
8 1200 4,190.92 104,191 11,766.96
9 1200 4,545.47 104,545 13,587.57
10 1200 4,839.15 104,839 15,499.21
11 1200 5,061.96 105,062 17,506.42
12 1200 5,197.37 105,197 19,614.00
13 1200 5,230.55 105,231 21,826.96
14 1200 5,141.16 105,141 24,150.57
15 1200 4,910.41 104,910 26,590.35
16 1200 4,522.40 104,522 29,152.13
17 1200 3,960.56 103,961 31,841.99
18 1200 3,207.58 103,208 34,666.35
19 1200 2,245.42 102,245 37,631.92
20 1200 1,047.91 101,048 40,745.78
25 0 0.00 0 58,812.09
30 0 0.00 0 81,869.78
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE INVESTMENT EXPERIENCE OF THE
PORTFOLIOS OF THE FUND. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL
RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THAT AVERAGE FOR INDIVIDUAL CERTIFICATE YEARS. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOANS OR PARTIAL SURRENDERS WERE MADE. NO
REPRESENTATION CAN BE MADE BY THE COMPANY OR THE SEPARATE ACCOUNT OR THE
UNDERLYING FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

- ----------------------------------

(10) Premiums are assumed to be paid monthly in arrears.

(11) Guaranteed illustrations use unismoker rates with the illustrated
cost of insurance and assume the following charges: i) mortality
and expense risk charges of 0.90% effective annual rate assessed
daily on the aggregate cash value invested in the Fund Accounts,
ii) premium load of 5.00% applied to each premium payment as
it is received, iii) monthly administrative fees of $5.00 per
month for the duration of the period illustrated plus $1.00
per month for each month in which the Net Cash Value does not
exceed $10,000.

(12) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that
no Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under Policies for which the
Surrender Charge of $25.00 is applied.

80
<PAGE> 86

GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
ISSUE AGE: 40 YEARS MONTHLY PREMIUM(13): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Current Charges(14)

Gross Investment Return: 12.00 %

End of Annual Premium Premium
Policy paid at $100 Accumulated
Year per month Cash Value(15) Death Benefit at 5% per year
- ---- --------------- ---------------- ------------- --------------
<S> <C> <C> <C> <C>
1 1200 1,004.24 101,004 1,232.26
2 1200 2,101.22 102,101 2,526.13
3 1200 3,300.89 103,301 3,884.69
4 1200 4,599.08 104,599 5,311.18
5 1200 6,006.37 106,006 6,809.00
6 1200 7,534.50 107,534 8,381.71
7 1200 9,196.44 109,196 10,033.05
8 1200 11,013.09 111,013 11,766.96
9 1200 12,983.64 112,984 13,587.57
10 1200 15,117.82 115,118 15,499.21
11 1200 17,433.20 117,433 17,506.42
12 1200 19,949.28 119,949 19,614.00
13 1200 22,687.62 122,688 21,826.96
14 1200 25,651.81 125,652 24,150.57
15 1200 28,866.15 128,866 26,590.35
16 1200 32,357.51 132,358 29,152.13
17 1200 36,155.67 136,156 31,841.99
18 1200 40,293.62 140,294 34,666.35
19 1200 44,769.83 144,770 37,631.92
20 1200 49,620.65 149,621 40,745.78
25 1200 80,662.94 180,663 58,812.09
30 1200 125,622.07 225,622 81,869.78
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE INVESTMENT EXPERIENCE OF THE
PORTFOLIOS OF THE FUND. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL
RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THAT AVERAGE FOR INDIVIDUAL CERTIFICATE YEARS. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOANS OR PARTIAL SURRENDERS WERE MADE. NO
REPRESENTATION CAN BE MADE BY THE COMPANY OR THE SEPARATE ACCOUNT OR THE
UNDERLYING FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

- ----------------------------------

(13) Premiums are assumed to be paid monthly in arrears.

(14) Current value illustrations use unismoker rates with monthly cost
of insurance as shown, and assume the following charges: i)
mortality and expense risk charges of 0.45% effective annual
rate assessed daily on the aggregate cash value invested in the
Fund Accounts, ii) premium load of 3.00% applied to each premium
payment as it is received, iii) monthly administrative fees of
$2.20 per month for the duration of the period illustrated plus
$1.05 per month for each month in which the Net Cash Value does
not exceed $10,000.

(15) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that no
Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under the Policies for which the
Surrender Charge of $25.00 is applied.

81
<PAGE> 87

GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
ISSUE AGE: 40 YEARS MONTHLY PREMIUM(16): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Guaranteed Charges(17)

Gross Investment Return: 12.00 %

End of Annual Premium Premium
Policy Paid at $100 Accumulated
Year per month Cash Value(18) Death Benefit at 5% per year
- ---- --------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
1 1200 627.91 100,628 1,232.26
2 1200 1,277.45 101,277 2,526.13
3 1200 1,948.32 101,948 3,884.69
4 1200 2,637.66 102,638 5,311.18
5 1200 3,343.56 103,344 6,809.00
6 1200 4,065.19 104,065 8,381.71
7 1200 4,799.13 104,799 10,033.05
8 1200 5,542.83 105,543 11,766.96
9 1200 6,293.51 106,294 13,587.57
10 1200 7,043.01 107,043 15,499.21
11 1200 7,783.64 107,784 17,506.42
12 1200 8,500.53 108,501 19,614.00
13 1200 9,179.87 109,180 21,826.96
14 1200 9,801.31 109,801 24,150.57
15 1200 10,352.21 110,352 26,590.35
16 1200 10,813.36 110,813 29,152.13
17 1200 11,159.98 111,160 31,841.99
18 1200 11,370.12 111,370 34,666.35
19 1200 11,419.61 111,420 37,631.92
20 1200 11,274.18 111,274 40,745.78
25 1200 5,727.48 105,727 58,812.09
30 0 0.00 0 81,869.78
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE INVESTMENT EXPERIENCE OF THE
PORTFOLIOS OF THE FUND. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL
RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THAT AVERAGE FOR INDIVIDUAL CERTIFICATE YEARS. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOANS OR PARTIAL SURRENDERS WERE MADE. NO
REPRESENTATION CAN BE MADE BY THE COMPANY OR THE SEPARATE ACCOUNT OR THE
UNDERLYING FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

- -------------------

(16) Premiums are assumed to be paid monthly in arrears.

(17) Guaranteed illustrations use unismoker rates with the illustrated
cost of insurance and assume the following charges: i) mortality
and expense risk charges of 0.90% effective annual rate assessed
daily on the aggregate cash value invested in the Fund Accounts,
ii) premium load of 5.00% applied to each premium payment as
it is received, iii) monthly administrative fees of $5.00 per
month for the duration of the period illustrated plus $1.00
per month for each month in which the Net Cash Value does not
exceed $10,000.

(18) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that
no Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under Policies for which the
Surrender Charge of $25.00 is applied.

82
<PAGE> 88

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant, CG Variable Life Insurance Separate Account A, has duly caused this
amendment to a registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed
and attested, all in the city of Philadelphia and Commonwealth of Pennsylvania
on the 22nd day of December, 1995.

<TABLE>
<S> <C>
(SEAL) CG VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT A
--------------------------
(Registrant)

(SEAL) CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
--------------------------
(Depositor)

By: /S/ JEROLD H. ROSENBLUM
-----------------------

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

---------------------
(Title)
</TABLE>

83
<PAGE> 89

Pursuant to the requirements of the Securities Act of 1933, this amendment to a
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
------------------- ----
<S> <C>
/s/ THOMAS C. JONES* )
- ------------------------------ )
Thomas C. Jones )
President (Principal Executive Officer) )
)
)
/s/ JAMES T. KOHAN* )
- ------------------------------ )
James T. Kohan )
Vice President and Actuary )
(Principal Financial Officer) )
)
)
/s/ ROBERT MOOSE* )
- ------------------------------ )
Robert Moose )
Vice President Principal Accounting Officer) )
)
)
/s/ HAROLD W. ALBERT* )
- ------------------------------ )
Harold W. Albert, Director )
)
)
/s/ S. TYRONE ALEXANDER* )
- ------------------------------ )
S. Tyrone Alexander, Director )
)
)
/s/ MARTIN A. BRENNAN* )
- ------------------------------ )
Martin A. Brennan, Director )
)
)
/s/ ROBERT W. BURGESS* ) December 22, 1995
- ------------------------------ )
Robert W. Burgess, Director )
)
)
/s/ JOHN G. DAY* )
- ------------------------------ )
John G. Day, Director )
)
)
/s/ R. CHRIS DOERR* )
- ------------------------------ )
R. Chris Doerr, Director )
)
)
/s/ LAWRENCE P. ENGLISH* )
- ------------------------------ )
Lawrence P. English, Director )
)
)
/s/ JOSEPH M. FITZGERALD* )
- ------------------------------ )
Joseph M. Fitzgerald, Director )
)
)
</TABLE>

84
<PAGE> 90

<TABLE>
<S> <C>
)
/s/ ARTHUR C. REEDS, III* )
- ------------------------------ )
Arthur C. Reeds, III, Director )
)
)
/s/ PATRICIA L. ROWLAND* )
- ------------------------------ )
Patricia L. Rowland, Director )
)
)
/s/ W. ALLEN SCHAFFER, M.D.* )
- ------------------------------ )
W. Allen Schaffer, M.D., Director )
)

*BY: /s/ JEROLD H. ROSENBLUM
------------------------
Jerold H. Rosenblum
Attorney-in-Fact
</TABLE>

85
<PAGE> 91
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS UNDERTAKING TO FILE REPORTS

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

RULE 484 UNDERTAKING

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

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

According to C.G.S. Section 33-320a, in non-derivative proceedings other than
ones brought in connection with an alleged claim based upon the purchase or
sale by a director or officer of securities of the corporation or of another
enterprise, which the director or officer serves or served at the request of
the corporation, the corporation shall indemnify a director or officer against
judgments, fines, penalties, amounts paid in settlement and reasonable
expenses,

86
<PAGE> 92
including attorney's fees, actually incurred by him in connection with the
proceeding, or any appeal therein,

IF AND ONLY IF he acted (i) in good faith and (ii) in a manner he reasonably
believed to be in the best interests of the corporation or, in the case of a
person serving as a fiduciary of any employee benefit plan or trust, in a
manner he reasonably believed to be in the best interests of the corporation or
in the best interest of the participants and beneficiaries of such employee
benefit plan or trust and consistent with the provisions of such employee
benefit plan or trust. However, where the proceeding brought is criminal in
nature, C.G.S. Section 33-320a requires that the director or officer must
satisfy the additional condition that he had no reasonable cause to believe
that his conduct was unlawful in order to be indemnified. A director or
officer also will be entitled to indemnification as described above if (i) he
is successful on the merits in the defense of any non-derivative proceeding
brought against him or (ii) a court shall have determined that in view of all
the circumstances he is fairly and reasonably entitled to be indemnified. The
decision about whether the director or officer qualifies for indemnification
under C.G.S. Section 33-320a may be made (i) in writing by a majority of those
members of the board of directors who were not parties to the proceeding in
question, (ii) in writing by independent legal counsel selected by a consent in
writing signed by a majority of those directors who were not parties to the
proceeding, or (iii) by the shareholders of the corporation at a special or
annual meeting by an affirmative vote of at least a majority of the voting
power of shares not owned by parties to the proceeding. A director or officer
also may apply to a court of competent jurisdiction for indemnification even
though he previously applied to the board, independent legal counsel or the
shareholders and his application for indemnification was rejected.

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

Likewise, the termination of a criminal act or proceeding shall not create, of
itself, a presumption that the director or officer had reasonable cause to
believe that his conduct was unlawful.

In non-derivative proceedings based on the purchase or sale of securities of
the corporation or of another enterprise, which the director or officer serves
or served at the request of the corporation, C.G.S. Section 33-320a provides
that the corporation shall indemnify the director or officer only after a court
shall have determined upon application that in view of all the circumstances,
the director or officer is fairly and reasonably entitled to be indemnified.
Furthermore, the

87
<PAGE> 93
expenditures for which the director or officer shall be indemnified shall be
only such amount as the court determines to be appropriate.

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

C.G.S. Section 33-320a also provides that expenses incurred in defending a
proceeding may be paid by the corporation in advance of the final disposition
of such proceeding upon authorization of the board of directors, provided said
expenses are indemnifiable under the statute and the director or officer agrees
to repay such amount if he is later found not entitled to indemnification by
the corporation.

Lastly, C.G.S. Section 33-320a is intended to be an exclusive statute. A
corporation established under Connecticut statute cannot indemnify a director
or officer (other than a director or officer who is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee
or agent of another enterprise), to an extent either greater or less than that
authorized by the statute, and any provision in the certificate of
incorporation, the by-laws, a shareholder or director resolution, or agreement
or otherwise that is inconsistent with the statute is invalid. Notwithstanding
the above, C.G.S. Section 33-320a specifically authorizes a corporation to
procure insurance providing greater indemnification rights than those set out
in the statute the premium cost of which may be shared with the director or
officer on such basis as may be agreed upon.

The directors and officers may also be covered by an errors and omissions or
other insurance policies. The Bylaws of CIGNA Corporation provide that any
person who at any time serves as a director or officer of the Company or any
majority owned ultimate subsidiary of CIGNA Corporation shall be indemnified or
reimbursed against and for any and all claims for which they become subject by
reason of such service.

Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Act") may be permitted to

88
<PAGE> 94
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

REPRESENTATIONS, DESCRIPTION AND UNDERTAKING PURSUANT TO PARAGRAPH
(b)(13)(III)(F) OF RULE 6e-3(T) UNDER THE INVESTMENT COMPANY ACT OF 1940

Registrant makes the following representations:

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

2. The level of the mortality and expense risk charge is
within the range of industry practice for comparable
contracts.

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

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

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

89
<PAGE> 95

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

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement is comprised of the
following documents:

The Facing Sheet.

The Prospectus consisting of 82 pages.

The undertaking to file reports.

The undertaking pursuant to Rule 484 under the
Securities Act of 1933.

The signatures.

The following Exhibits:

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

A. (1) Resolution of Board of Directors of
Connecticut General Life Insurance Company
establishing the Separate Account (previously filed
as part of initial registration statement filed on
July 11, 1995).

(2) Not Applicable.

(3) Distributing contracts:

(a) Distribution Agreement between
Connecticut General Life Insurance
Company and CIGNA Financial
Advisors, Inc.

(b) Not Applicable.

90
<PAGE> 96
(c) Not Applicable.

(4) Not Applicable.

(5) Group Variable Universal Life Insurance
Policy

(6) (a) Certificate of Incorporation of
Connecticut General Life Insurance
Company - Incorporated by reference
to Exhibit #6 (a) of Post Effective
Amendment #1 to Registration
Statement on Form N-4 (File Number
33-83020) filed June 22, 1995 by CG
Variable Annuity Separate Account II
as Registrant and Connecticut General
Life Insurance Company as Depositor.

(b) By-laws of Connecticut General Life
Insurance Company - Incorporated by
reference to Exhibit #6 (b) of Post
Effective Amendment #1 to
Registration Statement on Form N-4
(File Number 33-83020) filed June 22,
1995 by CG Variable Annuity Separate
Account II as Registrant and
Connecticut General Life Insurance
Company as Depositor.

(7) Not Applicable.

(8) Form of Participation Agreement between
Separate Account and Investment Companies

(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.

B. (1) Not Applicable.

(2) Not Applicable.

C. Not Applicable.

2. Opinion of Counsel as to the legality of the
securities being registered.

91
<PAGE> 97
3. Not Applicable.

4. Not Applicable.

5. Opinion and Consent of Benjamin Clement as to
actuarial matters pertaining to the securities being
registered.

6. Consent of Price Waterhouse LLP.

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

8. Opinion and consent of Jorden, Burt, Berenson &
Johnson.

<PAGE> 1

EXHIBIT 1 A (1)

RESOLUTION OF THE BOARD OF DIRECTORS
OF
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
ESTABLISHING THE SEPARATE ACCOUNT
<PAGE> 2
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 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.

FURTHER RESOLVED: That the officers of the Company be, and each of
<PAGE> 3
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.
<PAGE> 4
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 its 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.
<PAGE> 5
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:
------------------------ ----------------------------
David C. Kopp
Corporate Secretary

(SEAL)

<PAGE> 1

EXHIBIT 1 A (3) (a)

DISTRIBUTION AGREEMENT BETWEEN
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
AND
CIGNA FINANCIAL ADVISORS, INC.
<PAGE> 2
PRINCIPAL UNDERWRITING AGREEMENT

AGREEMENT made as of this _____day of _________, 1995 by and between
Connecticut General Life Insurance Company, a Connecticut Corporation ("CG"),
on its own behalf and on behalf of CG Variable Life Insurance Separate Account
A ("Account"), and CIGNA Financial Advisors, Inc., a Connecticut corporation
("CFA"),

WITNESSETH:

WHEREAS, the Account was established under authority of a resolution of
CG's Board of Directors on May 22, 1995, in order to set aside and invest
assets attributable to certain variable life insurance policies ("Policies")
issued by CG;

WHEREAS, CG has registered the Account under the Investment Company Act
of 1940 and has registered the Policies under the Securities Act of 1933;

WHEREAS, CFA is registered as a broker/dealer with the Securities and
Exchange Commission ("SEC") under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc. ("NASD");

WHEREAS, CG and the Account desire to have Policies sold and distributed
through CFA and CFA is willing to sell and distribute such Policies under the
terms stated herein; and

WHEREAS, CFA may desire to appoint CG, the issuer of the Policies , as
its agent to receive money in connection with the Policies and perform other
services.

NOW THEREFORE, in consideration of the forefoing and the covenants
hereinafter contained, CG and CFA agree as follows:

1. Underwriter. CG hereby appoints CFA as Principal Distributor of the
Policies during the term of this Agreement. CG reserves the right,
however, to refuse at any time or times to sell any Policies hereunder
for any reason, and CG maintains ultimate responsibility for Policy
underwriting.

2. Undertakings Regarding Sales. CFA shall use reasonable efforts to sell
the Policies but does not agree hereby to sell any specific number of
Policies and shall be free to act as underwriter of other securities.
All premiums for Policies shall be held in a fiduciary capacity and
remitted promptly (and in any event within 30 days or such shorter period
as may be required by federal Securities law) in full together with such
application, forms and any other required documentation to CG and CFA
hereby appoints CG as agent of CFA to receive such premiums on CFA's
behalf. Checks or money orders in payment of premiums shall be drawn to
the order of "Connecticut General Life Insurance Company". CFA agrees to
offer the Policies for sale in accordance with the prospectus therefor
then in effect. CFA is not authorized to give any
<PAGE> 3
information or to make any representations concerning the Policies other
than those contained in the then current prospectus therefor filed with
the SEC or in such sales literature as may be authorized by CG. CG shall
review and approve all advertising concerning the Policies.

3. Compliance. In connection with the sale of the Policies, CFA shall
conform to the Rules of Fair Practice of the NASD, or any successor
entity to the NASD, and the securities laws of any jurisdiction in which
it sells, directly or indirectly, any Policies. CFA shall take
reasonable steps to ensure that its associated persons sell Policies to
persons for whom the Policy is suitable. CFA agrees to make timely
filings with the SEC, the NASD, or any successor entity to the NASD, and
such other regulatory authorities as may be required of any sales
literature relating to the Policies and intended for distribution to
prospective investors. CFA also agrees to furnish to CG sufficient
copies of any agreements or plans it intends to use in connection with
any sales of Policies and to obtain CG's approval in advance of using
such agreements or plans. CFA further agrees to provide information or
reports with respect to its services hereunder pursuant to request by any
regulatory authority having jurisdiction with respect thereto, in order
that such regulatory authority may ascertain whether CG's variable life
insurance operations are being conducted in a manner consistent with
applicable laws and regulations.

4. Registration and Qualification of Policies. CG agrees to execute such
papers and to do such acts and things as shall from time-to-time be
reasonably requested by CFA for the purpose of qualifying and maintaining
qualifications of the Policies for sale under applicable state law and
for maintaining the registration of the Account and interests therein
under the federal Securities Act of 1933 and the federal Investment
Company Act of 1940, as amended; to the end that there will be available
for sale from time-to-time such amount of the Policies as CFA, and any
independent broker-dealers contracting with CFA and CG, may reasonably be
expected to sell. CG shall advise CFA promptly of (a) any action of the
SEC or any authorities of any state or territory, of which it may be
advised, affecting registration or qualification of the Account, or
rights to offer the Policies for sale, and (b) the happening of any event
which makes untrue any statement or which requires the making of any
change in the registration statement or prospectus in order to make the
statements therein not misleading.

5. CFA Independent Contractor. CFA shall be an independent contractor. CFA
is responsible for its own conduct and the employment, control and
conduct of its agents and employees and for injury to such agents or
employees or to others through its agent or employees. CFA assumes full
responsibility for its agents and employees under applicable statutes and
agrees to pay all employer taxes thereunder. All persons selling
Policies shall be duly licensed as insurance producers pursuant to
applicable state laws, and CG shall have responsibility for arranging for
such licensing.
<PAGE> 4
CFA and CG may, jointly, enter into consulting and/or wholesaling
agreements with broker-dealer/distributors to obtain assistance in
locating independent broker-dealers who are willing to enter into sales
agreements for the sale of the Policies. In addition CFA and CG may,
jointly, enter into sales agreements with other independent
broker-dealers for the sale of Policies.

Notwithstanding the above, CG expressly reserves to itself the ultimate
responsibility and authority for direction and control of the
underwriting services provided hereunder and ultimate control over who
markets the Policies; including the ultimate right to appoint agents and
broker-dealers selling Policies, and to terminate an agent and/or
broker-dealer, once appointed.

6. Expenses Paid by CG. While CFA continues to act as agent of CG to obtain
subscriptions for and to sell Policies, and provided CFA receives no
commission for the sale of the Policies, CG shall pay the following:

(a) all expenses of printing and distributing any prospectus for use in
offering the Policies for sale, and all other copies of any such
prospectus used by CFA in meeting its obligations as a registered
broker-dealer and

(b) all other expenses of advertising and of preparing, printing or
distributing all other literature or material for use in connection with
offering the Policies for sale.

7. Interests in and of CFA. It is understood that any of the policyholders,
directors, officers, employees and agents of CG may be a shareholder,
director, officer, employee or agent of, or be otherwise interested in,
CFA, any affiliated person of CFA, any organization in which CFA may have
an interest or any organization which may have an interest in CFA; that
CFA, any such affiliated person or any such organization may have an
interest in CG; and that the existence of any such dual interest shall
not affect the validity hereof or of any transaction hereunder except as
otherwise provided in the Articles of Incorporation or By-Laws of CG and
CFA respectively, or by specific provision of applicable law.

8. Compensation for Sales of Policies and Appointment of CG as Agent of CFA.

(a) For sales of the Policies by associated persons of CFA and the
continuing obligations of CFA set forth herein, CG shall pay to the
associated persons of CFA on behalf of CFA the commissions set forth in
Schedule A to this Agreement, as such Schedule may be amended from
time-to-time. For Policies sold under agreements that CFA enters into
with other broker-dealers on behalf of CFA, CG shall pay the commissions
set forth in Schedule B to this Agreement, as such Schedule may be
amended from time-to-time.

(b) CG agrees to maintain all required books of account and related
financial records on behalf of CFA. All such books and records shall be
<PAGE> 5
maintained and preserved pursuant to Rules 17a-3 and 17a-4 under the
Securities Exchange Act (or the corresponding provisions of any future
federal securities laws or regulations). In addition, CG agrees to
maintain records of all sales commissions paid to the associated persons
of CFA and any other broker-dealers pursuant to paragraph (a) above for
the sale of the Policies. All such books and records shall be owned by
and under the control of CG. CG also agrees to send to CFA's customers
all required confirmations of customer transactions, and on behalf of CFA
to pay all sales commissions due and payable to the associated persons of
CFA and/or to other broker-dealers duly authorized by CFA to sell the
Policies.

9. Indemnification.

(a) CG agrees to indemnify and hold harmless CFA and each director or
officer thereof and each person, if any, who is associated with CFA
within the meaning of the Securities Exchange Act of 1934 against any and
all loss, liability, claims, damage, and expenses whatsoever (including
any and all expenses reasonably incurred in investigating or defending
against any litigation commenced or threatened or any claim whatsoever)
arising out of any untrue or alleged untrue registration statement, or
sales material relating to the Policies prepared by CG or supplied to CFA
by CG or in any application ("application") filed in any state in order
to qualify the same for sale or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

(b) CFA agrees to indemnify and hold harmless CG and each director or
officer thereof, and each person, if any who controls CG within the
meaning of the Securities Act of 1933, its agents, subsidiaries and
employees, against any and all loss, liability, claims, damages, and
expense whatsoever (including but not limited to any and all expenses
reasonably incurred in investigating or defending against any litigation
commenced or threatened or any claim whatsoever) arising out of any
untrue or alleged untrue statement or representations made (except as
such statements may be made in reliance on the prospectus, registration
statement and sales material supplied by CG), the failure to deliver a
currently effective prospectus (provided that CFA shall be entitled to
rely on representations by CG as to which prospectus is currently
effective at any point in time and CFA shall not be liable for delivering
a prospectus that is not currently effective at the time of delivery
thereof due to a misrepresentation of the currency thereof by CG or other
failure by CG to notify CFA that such prospectus was no longer effective)
or the use of any unauthorized sales literature by CFA (or its employees
or associated persons), in connection with the sale of the Policies.

(c) Promptly after receipt by an indemnified party under this section
of notice of the commencement of any such litigation or claim, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this section, notify the
indemnifying part of the
<PAGE> 6
commencement thereof, but the omission so to notify the indemnifying
party will not relieve it from any liability, which it may have to any
indemnified party otherwise than under this Section. In case any such
litigation or claim is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the
extent that it may wish, assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than the reasonable cost of investigation.

10. Liability. Each party shall be liable for its own misconduct and
negligence hereunder.

11. Effective Date and Termination. This Agreement shall become effective as
of the date of its execution and delivery, and:

(a) shall continue in force from year-to-year thereafter, subject to
prior termination as provided herein;

(b) may at any time be terminated on sixty days' written notice to CFA
by CG;

(d) shall terminate automatically in the event of its assignments by
CFA and shall not be assignable by CG except with written consent of CFA.

(e) may be terminated by CFA on sixty days' written notice to CG.

Termination of this agreement pursuant to this section shall be without
payment of any penalty. In the event of termination for any reason, CG
shall retain all records relating hereto, free from any claim or
retention of rights by CFA.

12. Confidentiality. CFA agrees not to disclose or use any records or
information obtained hereunder in any manner whatever except as expressly
authorized herein, and will keep confidential any information obtained
pursuant hereto, and disclose such information only if CG has authorized
such disclosure, or if such disclosure is expressly required by
applicable state or federal regulatory authorities.

13. Amendment. This Agreement may be amended only by mutual consent of the
parties by an instrument in writing.
<PAGE> 7
14. Applicable Law and Liabilities. This Agreement is executed and delivered
in the State of Connecticut and shall be governed by and construed in
accordance with the laws of Connecticut. All sales hereunder are to be
made, and title to the Policies shall pass, in Bloomfield, Connecticut.

This Agreement shall be subject to all applicable provisions of law, including,
without limitation, the applicable provisions of the Investment Company Act of
1940. To the extent that any provisions hereunder contained conflict with any
applicable provisions of law, the latter shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

Connecticut General Life Insurance Company

BY:
------------------------------------------------

CIGNA Financial Advisors, Inc.

BY:
------------------------------------------------

<PAGE> 1

EXHIBIT 1 A (5)

GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICY

<PAGE> 2

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]

<TABLE>
<S> <C> <C> <C> <C>
POLICY POLICY POLICY
NUMBER: [XXXXX] EFFECTIVE DATE: [X/X/XX] ANNIVERSARY DATE: [X/X]
</TABLE>

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

XX605481 12/20/95

<PAGE> 3
TABLE OF CONTENTS

<TABLE>
<CAPTION>
The Schedule Page
<S> <C>
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>

XX605481 15 12/20/95

<PAGE> 4
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 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>

XX605481 16 12/20/95

<PAGE> 5

AVAILABLE INVESTMENT OPTIONS

FUND GROUPS FUNDS

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 S&P 500 Index Fund

CIGNA 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.

XX605481 17 12/20/95

<PAGE> 6
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.

XX605481 18 12/20/95

<PAGE> 7
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.

XX605481 19 12/20/95

<PAGE> 8
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 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.

XX605482 20 CVP(12/20/95).1

<PAGE> 9
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.

XX605482 21 CVP(12/20/95).2

<PAGE> 10
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 S&P 500 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%.)

XX605482 22 CVP(12/20/95).3

<PAGE> 11
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 Effective 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 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

XX605482 12/20/95

<PAGE> 12
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CERTIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SCHEDULE OF BENEFITS ("THE SCHEDULE") . . . . . . . . . . . . . . . . . 9
Guaranteed Issue Amount . . . . . . . . . . . . . . . . . . . . . 10
Amounts Exceeding the Guaranteed Issue Amount . . . . . . . . . . 11
Maximum and Minimum Amounts of Coverage . . . . . . . . . . . . . 11
CHANGES IN COVERAGE AMOUNT . . . . . . . . . . . . . . . . . . . . . . 12
Automatic Increase Feature . . . . . . . . . . . . . . . . . . . 12
Increases in Coverage Amount . . . . . . . . . . . . . . . . . . 12
Decreases in Coverage Amount . . . . . . . . . . . . . . . . . . 13
Premiums Held Pending Acceptance of Coverage Amount . . . . . . . 13
Maximums and Minimums . . . . . . . . . . . . . . . . . . . . . . 13
Increase Due to Minimum Coverage Amount Provisions . . . . . . . 14
ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
EFFECTIVE DATE OF INSURANCE . . . . . . . . . . . . . . . . . . . . . . 17
LIFE INSURANCE BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . 20
PREMIUM PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Allocation of Net Premium Payments . . . . . . . . . . . . . . . 22
Limits on Allocation of Net Premium Payments . . . . . . . . . . 22
Interruptions of Premium Payments . . . . . . . . . . . . . . . . 23
Grace Period for Insured . . . . . . . . . . . . . . . . . . . . 23
FUND ACCOUNT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 24
Separate Account and Fund Accounts . . . . . . . . . . . . . . . 24
Investment Risk . . . . . . . . . . . . . . . . . . . . . . . . . 25
Investment of the Fund Account Assets . . . . . . . . . . . . . . 25
Substitution or Elimination of Securities . . . . . . . . . . . . 25
Transfer Privilege . . . . . . . . . . . . . . . . . . . . . . . 26
Limits on Transfers . . . . . . . . . . . . . . . . . . . . . . . 26
CERTIFICATE VALUE PROVISIONS . . . . . . . . . . . . . . . . . . . . . 27
Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Fixed Account Value . . . . . . . . . . . . . . . . . . . . . . . 27
Loan Account Value . . . . . . . . . . . . . . . . . . . . . . . 27
Fund Account Value . . . . . . . . . . . . . . . . . . . . . . . 27
Crediting and Cancelling Variable Accumulation Units . . . . . . 28
Variable Accumulation Unit Value . . . . . . . . . . . . . . . . 28
Net Investment Factor . . . . . . . . . . . . . . . . . . . . . . 28
Monthly Cost of Insurance Rates . . . . . . . . . . . . . . . . . 29
Monthly Deduction . . . . . . . . . . . . . . . . . . . . . . . . 29
Net Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . 30
Lapse (Insufficient Net Cash Value) . . . . . . . . . . . . . . . 30
Basis of Computations . . . . . . . . . . . . . . . . . . . . . . 30
SURRENDERS, LOANS AND REINSTATEMENT PROVISIONS . . . . . . . . . . . . 31
TERMINATION PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 34
CONTINUATION PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 35
CONVERSION PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . 37
TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE . . . . . . . . 38
OWNERSHIP AND ASSIGNMENT PROVISIONS . . . . . . . . . . . . . . . . . . 40
BENEFICIARY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 41
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 42
</TABLE>

XX605482 24 12/20/95

<PAGE> 13
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.

XX605482 25 12/20/95

<PAGE> 14
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.]

XX605482 26 12/20/95

<PAGE> 15
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.]

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.

XX605482 27 12/20/95

<PAGE> 16
DEFINITIONS (CONTINUED)

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.

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.

XX605482 28 12/20/95

<PAGE> 17
DEFINITIONS (CONTINUED)

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).

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 Employee 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 in the Coverage Verification Pages.

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 this Policy.

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

XX605482 29 12/20/95

<PAGE> 18
DEFINITIONS (CONTINUED)

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.

XX605482 30 12/20/95

<PAGE> 19
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>

XX605482 31 12/20/95

<PAGE> 20
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
Spouse of a Former Insured Employee [$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.] ]

[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.

XX605482 32 12/20/95

<PAGE> 21
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. ]

XX605482 33 12/20/95

<PAGE> 22
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.]

When a Certificate Owner otherwise increases or decreases the Coverage Amount
to an amount which is not a whole multiple of Annual Compensation, the
Automatic Increase Feature will be terminated.

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. ]

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<PAGE> 23
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 Net 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.

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<PAGE> 24
CHANGES IN COVERAGE AMOUNT (CONTINUED)

INCREASES DUE TO MINIMUM COVERAGE AMOUNT 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 Coverage
Amount 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 Coverage Amount 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.

XX605482 36 12/20/95

<PAGE> 25
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.

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<PAGE> 26
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.]

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<PAGE> 27
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.]

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<PAGE> 28
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.]

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<PAGE> 29
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.]

XX605482 41 12/20/95

<PAGE> 30
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.

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<PAGE> 31
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 ATTAINED AGE PERCENTAGE OF
OF INSURED CASH VALUE OF INSURED CASH 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 increase the Coverage Amount, 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.

XX605482 43 12/20/95

<PAGE> 32
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 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.

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<PAGE> 33
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.

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<PAGE> 34
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.

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<PAGE> 35
FUND ACCOUNT PROVISIONS (CONTINUED)

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.

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.

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<PAGE> 36
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.

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.

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.

XX605482 48 12/20/95

<PAGE> 37
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.

XX605482 49 12/20/95

<PAGE> 38
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;

XX605482 50 12/20/95

<PAGE> 39
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 Certificate's
Net Cash Value is greater than $10,000.

XX605482 51 12/20/95

<PAGE> 40
CERTIFICATE VALUE PROVISIONS

MONTHLY DEDUCTION (CONTINUED)
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.

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.

XX605482 52 12/20/95

<PAGE> 41
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.

XX605482 53 12/20/95

<PAGE> 42
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.

XX605482 54 12/20/95

<PAGE> 43
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.

XX605482 55 12/20/95

<PAGE> 44
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.

XX605482 56 12/20/95

<PAGE> 45
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.]

XX605482 57 12/20/95

<PAGE> 46
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.]

XX605482 58 12/20/95

<PAGE> 47
[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

XX605482 59 12/20/95

<PAGE> 48
(b) the required premium has been paid. ]

XX605482 60 12/20/95

<PAGE> 49
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>

XX605482 61 12/20/95

<PAGE> 50
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>

XX605482 62 12/20/95

<PAGE> 51
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.

XX605482 63 12/20/95

<PAGE> 52
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.

XX605482 64 12/20/95

<PAGE> 53
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.

XX605482 65 12/20/95

<PAGE> 54
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.

XX605482 66 12/20/95

<PAGE> 55
GENERAL PROVISIONS (CONTINUED)

PAID-UP INSURANCE OPTION 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.

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 Coverage Amount under the Insured's Certificate will be reduced by the
amount of Paid-Up insurance purchased under this rider at the time such
Paid-Up Insurance becomes effective.

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

XX605487 67 12/20/95

<PAGE> 1

EXHIBIT 1 A (6) (a)

CERTIFICATE OF INCORPORATION OF
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

Incorporated by reference to Exhibit # 6 (a) of Post Effective Amendment #1 to
Registration Statement on Form N-4 (File Number 33-83020) filed June 22, 1995
by CG Variable Annuity Separate Account II as Registrant and Connecticut
General Life Insurance Company as Depositor.

<PAGE> 1

EXHIBIT 1 A (6) (b)

BY-LAWS OF CONNECTICUT GENERAL LIFE INSURANCE COMPANY

Incorporated by reference to Exhibit # 6 (b) of Post Effective Amendment #1 to
Registration Statement on Form N-4 (File Number 33-83020) filed June 22, 1995
by CG Variable Annuity Separate Account II as Registrant and Connecticut
General Life Insurance Company as Depositor.

<PAGE> 1

EXHIBIT 1 A (8)

FORM OF PARTICIPATION AGREEMENTS BETWEEN
SEPARATE ACCOUNT
AND
INVESTMENT COMPANIES

<PAGE> 2
PARTICIPATION AGREEMENT

Among

CIGNA VARIABLE PRODUCTS GROUP,

CIGNA FINANCIAL ADVISORS, INC.

and

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of the ____ day of _____,
1995 by and among CONNECTICUT GENERAL LIFE INSURANCE COMPANY (hereinafter the
"Company"), a Connecticut corporation, on its own behalf and on behalf of each
segregated asset account of the Company set forth on Schedule A hereto as may
be amended from time to time (each such account hereinafter referred to as the
"Account"), and CIGNA VARIABLE PRODUCTS GROUP, an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts
(hereinafter the "Fund") and CIGNA Financial Advisors, Inc. (hereinafter the
"Underwriter"), a Connecticut corporation.

WITNESSETH:

WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940 (the "1940 Act")
and is available to act as an investment vehicle for separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively, the "Variable Insurance Products") to be offered by insurance
companies which have entered into participation agreements with the Fund and
the Underwriter (hereinafter "Participating Insurance Companies") and the
Fund's shares are registered under the Securities Act of 1933 ("1933 Act");

WHEREAS, the beneficial interest in the Fund is divided into
several series of shares, each representing the interest in a particular
managed portfolio of securities and other assets, any one or more of which may
be made available under this Agreement, as may be amended from time to time by
mutual agreement of the parties hereto (each such series hereinafter referred
to as a "Portfolio");

WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated December__, 1995 (File No.812-9698), granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b) (15) and 6e-3(T) (b)
(15) thereunder, to the extent necessary to permit shares of the Fund to be
sold to and held by variable annuity and variable life insurance separate
accounts of both affiliated and unaffiliated life insurance companies
(hereinafter the "Mixed and Shared Funding Exemptive Order");
<PAGE> 3
WHEREAS, CIGNA Investments, Inc. (the "Adviser") is duly registered
as an investment adviser under the 1940 Act and any applicable state
securities law;

WHEREAS, the Company has registered or will register certain
variable insurance products under the 1933 Act;

WHEREAS, each Account is a duly organized, validly existing
segregated asset account, established by resolution of the Board of Directors
of the Company, on the date shown for such Account on Schedule A hereto, to set
aside and invest assets attributable to the aforesaid variable insurance
products ;

WHEREAS, the Company has registered or will register each Account
as a unit investment trust under the 1940 Act;

WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission ("SEC" or "Commission") under the Securities
Exchange Act of 1934, as amended, (hereinafter the "1934 Act"), and is a member
in good standing of the National Association of Securities Dealers, Inc.
(hereinafter "NASD");

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid variable insurance products
and the Underwriter is authorized to sell such shares to each Account at net
asset value;

NOW, THEREFORE, in consideration of their mutual promises, the
Company, the Fund and the Underwriter agree as follows:

ARTICLE I. Sale and Redemption of Fund Shares

1.1. The Underwriter agrees to sell to the Company those shares of
the Fund which each Account orders, executing such orders on a daily basis at
the net asset value next computed after receipt by the Fund or its designee of
the order for the shares of the Fund. For purposes of this Section 1.1. the
Company shall be the designee of the Fund for receipt of such orders from each
Account and receipt by such designee shall constitute receipt by the Fund;
provided that the Fund receives notice of such order on the next following
Business Day. "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Fund calculates its net asset
value pursuant to the rules of the Commission.

1.2. The Fund agrees to make its shares available indefinitely for
purchase at the applicable net asset value per share by the Company and its
Accounts on those days on which the Fund calculates its net asset value
pursuant to rules of the Commission and the Fund shall use reasonable efforts
to calculate such net asset value on each day on which the New York Stock
Exchange is open for trading. Notwithstanding the foregoing, the Board of
Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any
Portfolio to
<PAGE> 4
any person or suspend or terminate the offering of shares of any Portfolio if
such action is required by law or by regulatory authorities having
jurisdiction.

1.3. The Fund and the Underwriter agree that shares of the Fund
will be sold only to Participating Insurance Companies and their separate
accounts and to qualified pension and retirement plans. No shares of any
Portfolio will be sold to the general public.

1.4. The Fund and the Underwriter will not sell Fund shares to any
insurance company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Section 2.5 of Article II
of this Agreement is in effect to govern such sales.

1.5. The Fund agrees to redeem for cash, on the Company's request,
any full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of the request for redemption. For purposes of this
Section 1.5, the Company shall be the designee of the Fund for receipt of
requests for redemption from each Account and receipt by such designee shall
constitute receipt by the Fund; provided that the Fund receives notice of such
request for redemption on the next following Business Day. Payment shall be in
federal funds transmitted by wire.

1.6. The Company agrees that purchases and redemptions of
Portfolio shares offered by the then current prospectus of the Fund shall be
made in accordance with the provisions of such prospectus.

1.7. The Company shall pay for Fund shares on the next Business
Day after an order to purchase Fund shares is made in accordance with the
provisions of Section 1.1. hereof. Payment shall be in federal funds
transmitted by wire. For purpose of Section 2.10 and 2.11, upon receipt by the
Fund of the federal funds so wired, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of the Fund.

1.8. Issuance and transfer of the Fund's shares will be by book
entry only. Stock certificates will not be issued to the Company or any
Account. Shares ordered from the Fund will be recorded in an appropriate title
for each Account or the appropriate subaccount of each Account.

1.9. The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Fund's shares. The Company hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Portfolio shares in additional shares of that Portfolio.
The Company reserves the right to revoke this election and to receive all such
income dividends and capital gain distributions in cash. The Fund shall notify
the Company of the number of shares so issued as payment of such dividends and
distributions.

1.10. The Fund shall make the net asset value per share for each
Portfolio available to the Company on a daily basis by 6:30 p.m. Hartford,
Connecticut time.

ARTICLE II. Representations and Warranties
<PAGE> 5
2.1. The Company represents and warrants that the Contracts are or
will be registered under the 1933 Act; that the Contracts will be issued and
sold in compliance in all material respects with all applicable Federal and
State laws and that the sale of the Contracts shall comply in all material
respects with state insurance law suitability requirements. The Company
further represents and warrants that it is an insurance company duly organized
and in good standing under applicable law and that it has legally and validly
established each Account prior to any issuance or sale thereof as a segregated
asset account under Section 38a-433 of the Connecticut General Statutes and has
registered or, prior to any issuance or sale of the Contracts, will register
each Account as a unit investment trust in accordance with the provisions of
the 1940 Act to serve as a segregated investment account for the Contracts.

2.2. The Fund represents and warrants that Fund shares sold
pursuant to this Agreement shall be registered under the 1933 Act, duly
authorized for issuance and sold in compliance with all applicable federal and
state securities laws and that the Fund is and shall remain registered under
the 1940 Act. The Fund shall amend the Registration Statement for its shares
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its shares. The Fund shall register and
qualify the shares for sale in accordance with the laws of the various states
only if and to the extent deemed advisable by the Fund or the Underwriter.

2.3. The Fund represents that it is currently qualified as a
Regulated Investment Company under Subchapter M of the Internal Revenue Code of
1986, as amended, (the "Code") and that it will make every effort to maintain
such qualification (under Subchapter M or any successor or similar provision)
and that it will notify the Company immediately upon having a reasonable basis
for believing that it has ceased to so qualify or that it might not so qualify
in the future.

2.4. The Company represents that the Contracts are currently
treated as life insurance contracts (including endowment contracts) or annuity
insurance contracts under applicable provisions of the Code, and that it will
make every effort to maintain such treatment and that it will notify the Fund
and the Underwriter immediately upon having a reasonable basis for believing
that the Contracts have ceased to be so treated or that they might not be so
treated in the future.

2.5. The Fund currently does not intend to make any payments to
finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or
otherwise, although it may make such payments in the future. To the extent
that it decides to finance distribution expenses pursuant to Rule 12b-1, the
Fund undertakes to have a board of trustees, a majority of whom are not
interested persons of the Fund, formulate and approve any plan under Rule 12b-1
to finance distribution expenses.

2.6. The Fund makes no representation as to whether any aspect of
its operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Fund represents that the Fund's investment policies, fees and
expenses are and shall at all times remain in compliance with applicable laws
and the Fund and the Underwriter represent that their respective operations are
and shall at all times remain in material compliance with applicable laws to
the extent required to perform this Agreement.
<PAGE> 6
2.7. The Underwriter represents and warrants that it is a member
in good standing of the NASD and is registered as a broker-dealer with the SEC.
The Underwriter further represents that it will sell and distribute the Fund
shares in accordance with the laws of the State of Connecticut and all
applicable state and federal securities laws, including without limitation the
1933 Act, the 1934 Act, and the 1940 Act.

2.8. The Fund represents that it is lawfully organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act.

2.9. The Adviser represents and warrants that the Adviser is and
shall remain duly registered in all material respects under all applicable
federal and state securities laws and that the Adviser shall perform its
obligations for the Fund in compliance in all material respects with the laws
of the State of Connecticut and any applicable state and federal securities
laws.

2.10. The Fund and Underwriter each severally represent and
warrant that all of its directors, officers, employees, investment advisers,
and other individuals/entities dealing with the money and/or securities of the
Fund are and shall continue to be at all times covered by a blanket fidelity
bond or similar coverage for the benefit of the Fund in an amount not less than
the minimal coverage as required currently by Rule 17g-1 under the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.

2.11. The Company represents and warrants that all of its
directors, officers, employees, investment advisers, and other
individuals/entities under its control dealing with the money and/or securities
of the Fund are covered by a blanket fidelity bond or similar coverage for the
benefit of the Fund, and that said bond is issued by a reputable bonding
company, includes coverage for larceny and embezzlement, and is in an amount
not less than $5 million. The Company agrees to make all reasonable efforts to
see that this bond or another bond containing these provisions is always in
effect, and agrees to notify the Fund and the Underwriter in the event that
such coverage no longer applies.

ARTICLE III. Prospectuses and Proxy Statements; Voting

3.1. The Fund shall provide the Company with as many printed
copies of the Fund's current prospectus and Statement of Additional Information
as the Company may reasonably request. If requested by the Company in lieu
thereof, the Fund shall provide camera-ready copy or computer diskettes
containing the Fund's prospectus and Statement of Additional Information, and
such other assistance as is reasonably necessary in order for the Company once
each year (or more frequently if the prospectus and/or Statement of Additional
Information for the Fund is amended or supplemented during the year) to have
the prospectus for the Contracts and the Fund's prospectus printed together in
one document, and to have the Statement of Additional Information if
applicable, for the Fund and the Statement of Additional Information for the
Contracts printed together in one document. Alternatively, the Company may
print the Fund's prospectus and/or its Statement of Additional Information in
combination with other fund companies' prospectuses and statements of
additional information. Except as provided below, all expenses of printing and
<PAGE> 7
distributing Fund prospectuses and Statements of Additional Information shall
be the expense of the Company. For prospectuses and Statements of Additional
Information provided by the Company to its existing owners of Contracts in
order to update disclosure as required by the 1933 Act and/or the 1940 Act, the
cost of printing shall be borne by the Fund. The cost of preparing, printing
and shipping of the prospectuses, proxy materials, periodic fund reports and
other materials of the Fund to the Company shall be paid by the Fund; provided,
however, that if at any time the Fund or its agent reasonably deems the usage
by the Company of such items to be excessive, it may, prior to the delivery of
any quantity of materials in excess of what is deemed reasonable, request that
the Company demonstrate the reasonableness of such usage. If the reasonableness
of such usage has not been adequately demonstrated, the Fund may request that
the Company pay the cost of printing and delivery of any excess copies of such
materials. If the Company chooses to receive camera-ready copy or computer
diskettes in lieu of receiving printed copies of the Fund's prospectus, the
Fund will reimburse the Company in an amount equal to the product of A and B
where A is the number of such prospectuses distributed to owners of the
Contracts, and B is the Fund's per unit cost of typesetting and printing the
Fund's prospectus. The same procedures shall be followed with respect to the
Fund's Statement of Additional Information.

The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund to assure that the
Fund's expenses do not include the cost of printing any prospectuses or
Statements of Additional Information other than those actually distributed to
existing owners of the Contracts. The Company shall be responsible for the cost
of printing and distributing Fund prospectuses and Statements of Additional
Information to prospective Contract Owners.

3.2. The Fund's prospectus shall state that the Statement of
Additional Information for the Fund is available from the Fund, Underwriter or
the Company .

3.3. The Fund, at its expense, shall provide the Company with
copies of its proxy statements, reports to shareholders, and other
communications (except for prospectuses and Statements of Additional
Information, which are covered in Section 3.1) to shareholders in such quantity
as the Company shall reasonably require for distributing to Contract owners.

3.4. If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract owners:
(ii) vote the Fund shares in accordance with instructions
received from Contract owners; and
(iii) vote Fund shares for which no instructions have been
received in a particular separate account in the same
proportion as Fund shares of such portfolio for which
instructions have been received in that separate
account,

so long as and to the extent that the Commission continues to interpret the
1940 Act to require pass-through voting privileges for variable contract
owners. The Company reserves the right to vote Fund shares held in any
segregated asset account in its own right, to the extent permitted by law.

3.5. The Fund will comply with all provisions of the 1940 Act
requiring voting
<PAGE> 8
by shareholders, and in particular the Fund will either provide for annual
meetings or comply with Section 16) of the 1940 Act (although the Fund is not
one of the trusts described in Section 16(c) of that Act) to the extent
applicable. Further, the Fund will act in accordance with the Commission's
interpretation of the requirements of Section 16(a) with respect to periodic
elections of trustees and with whatever rules the Commission may promulgate
with respect thereto.

3.6 The Company will vote the shares of the Fund held by the
Company in the Separate Account in accordance with written instructions
received from certificate or policy owners. The Company will vote shares for
which it has not received instructions, as well as shares attributable to the
Company, in the same proportion as it votes shares for which it has received
instructions.

ARTICLE IV. Sales Material and Information

4.1. The Company shall furnish, or shall cause to be furnished, to
the Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or its investment adviser or the Underwriter is
named, at least ten Business Days prior to its use. No such material shall be
used if the Fund or its designee reasonably objects to such use within seven
Business Days after receipt of such material.

4.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or
its designee or by the Underwriter, except with the permission of the Fund or
the designee of the Fund.

4.3. The Fund, Underwriter, or its designee shall furnish, or shall
cause to be furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company and/or its
separate account(s), is named at least ten Business Days prior to its use. No
such material shall be used if the Company or its designee reasonably objects
to such use within seven Business Days after receipt of such material.

4.4. The Fund and the Underwriter shall not give any information or
make any representations on behalf of the Company or concerning the Company,
each Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Account which are in the public
domain or approved by the Company for distribution to Contract owners, or in
sales literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

4.5. The Fund will provide to the Company at least one complete
copy of all registration statements, prospectuses, Statements of Additional
Information, reports, proxy statements, sales literature and other promotional
materials, applications for exemptions,
<PAGE> 9
requests for no-action letters, and all amendments to any of the above, that
relate to the Fund or its shares, contemporaneously with the filing of such
document with the Securities and Exchange Commission or other regulatory
authorities.

4.6. The Company will provide to the Fund at least one complete
copy of all registration statements, prospectuses, Statements of Additional
Information, reports, solicitations for voting instructions, sales literature
and other promotional materials, applications for exemptions, requests for no
action letters, and all amendments to any of the above, that relate to the
Contracts or each Account, contemporaneously with the filing of such document
with the SEC or other regulatory authorities.

4.7. For purposes of this Article IV, the phrase "sales literature
or other promotional material" includes, but is not limited to, any of the
following that refer to the Fund for any affiliate of the Fund: advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational
or training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.

ARTICLE V. Fees and Expenses

5.1. The Fund and Underwriter shall pay no fee or other
compensation to the Company under this agreement, except that if the Fund or
any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance
distribution expenses, then the Underwriter may make payments to the Company or
to the underwriter for the Contracts in amounts agreed to by the Underwriter
in writing and such payments will be made out of existing fees otherwise
payable to the Underwriter, past profits of the Underwriter or other resources
available to the Underwriter. No such payments shall be made directly by the
Fund, (Currently, no such payments are contemplated.)

5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Fund, in
accordance with applicable state laws prior to their sale. The Fund shall bear
the expenses for the cost of registration and qualification of the Fund's
shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, setting the prospectus in type, setting
in type and printing the proxy materials and reports to shareholders, the
preparation of all statements and notices required by any federal or state law,
and all taxes on the issuance or transfer of the Fund's shares.

5.3 The Company shall bear the expenses of distributing the Fund's
prospectus, proxy materials and reports to owners of Contracts issued by the
Company.
<PAGE> 10
ARTICLE VI. Diversification

6.1. The Fund will at all times invest money from the Contracts in
such a manner as to ensure that the Contracts will be treated as variable
contracts under the Code and the regulations issued thereunder. Without
limiting the scope of the foregoing, the Fund will at all times comply with
Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such Section or
Regulations. In the event of a breach of this Article VI by the Fund, it will
take all reasonable steps (a) to notify Company of such breach and (b) to
adequately diversify the Fund so as to achieve compliance with the grace period
afforded by Regulation 1.817-5.

ARTICLE VII. Potential Conflicts

7.1. The Board of Directors of the Fund will monitor the Fund for
the existence of any material irreconcilable conflict between the interests of
the contract owners of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise for a variety of reasons, including:
(a) an action by any state insurance regulatory authority; (b) a change in
applicable federal or state insurance, tax, or securities laws or regulations,
or a public ruling, private letter ruling, no-action or interpretative letter,
or any similar action by insurance, tax, or securities regulatory authorities;
(c) an administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of any Portfolio are being managed; (e) a
difference in voting instructions given by variable annuity contract and
variable life insurance contract owners; or (f) a decision by an insurer to
disregard the voting instructions of contract owners. The Board shall promptly
inform the Company if it determines that an irreconcilable material conflict
exists and the implications thereof.

7.2. The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board in carrying
out its responsibilities under the Mixed and Shared Funding Exemptive Order, by
providing the Board with all information reasonably necessary for the Board to
consider any issues raised. This includes, but is not limited to, an
obligation by the Company to inform the Board whenever contract owner voting
instructions are disregarded.

7.3. If it is determined by a majority of the Board, or a majority
of its disinterested trustees, that the Company has caused or created a
material irreconcilable conflict, the Company shall at its expense and to the
extent reasonably practicable (as determined by a majority of the disinterested
trustees), take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, up to and including: (1), withdrawing the
assets allocable to some or all of the separate accounts from the Fund or any
Portfolio and reinvesting such assets in a different investment medium,
including (but not limited to) another Portfolio of the Fund, or submitting the
question whether such segregation should be implemented to a vote of all
affected Contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
<PAGE> 11
contract owners the option of making such a change; and (2), establishing a new
registered management investment company or managed separate account.

7.4. If a material irreconcilable conflict arises because of a
decision by the Company to disregard contract owner voting instructions and
that decision represents a minority position or would preclude a majority vote,
the Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account; provided, however that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of the Board.
Any such withdrawal and termination must take place within six (6) months after
the Fund gives written notice that this provision is being implemented, and
until the end of that six month period the Underwriter and Fund shall continue
to accept and implement orders by the Company for the purchase (and redemption)
of shares of the Fund.

7.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to the Company
conflicts with the majority of other state regulators, then the Company will
withdraw the affected Account's investment in the Fund and terminate this
Agreement with respect to such Account within six months after the Board
informs the Company in writing that it has determined that such decision has
created an irreconcilable material conflict; provided, however, that such
withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Until the end of the foregoing six month
period, the Underwriter and Fund shall continue to accept and implement orders
by the Company for the purchase (and redemption) of shares of the Fund.

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but
in no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contracts if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Board determines that
any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within Six (6) months after the Board informs the
Company in writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.

7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are
amended, or Rule 6e-3 is adopted, to provide exemptive relief from any
provision of the Act or the rules promulgated thereunder with respect to mixed
or shared funding (as defined in the Mixed and Shared Funding Exemptive Order)
on terms and conditions materially different from those contained in the Mixed
and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating
Insurance Companies, as appropriate, shall take such steps as may be necessary
to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted,
to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2,
7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent
that terms and conditions substantially identical to such Sections are
contained in such Rule(s) as so amended or adopted.
<PAGE> 12

ARTICLE VIII. Indemnification

8.. The Company agrees to indemnify and hold harmless the Fund and
the Underwriter and their respective officers, directors, employees, agents,
affiliates and each person, if any, who controls the Fund and the Underwriter
within the meaning of the Securities Act of 1933 (collectively, the
"Indemnified Parties" for purposes of this Section 8.2) against any Losses to
which the Indemnified Parties may become subject, insofar as such losses result
from a breach by the Company of this Agreement. The Company will reimburse any
legal or other expenses reasonably incurred by the Indemnified Parties in
connection with investigating or defending any such Losses. The Company shall
not be liable for indemnification hereunder if such Losses are attributable to
the negligence or misconduct of the Fund or the Underwriter in performing their
obligations under this Agreement.

8.2. Promptly after receipt by an Indemnified Party hereunder of
notice of the commencement of action, such Indemnified Party will, if a claim
in respect thereof is to be made against the Indemnifying Party hereunder,
notify the Indemnifying Party of the commencement thereof; but the omission so
to notify the Indemnifying Party will not relieve it from any liability which
it may have to any Indemnified Party otherwise than under this Section 8. In
case any such action is brought against any Indemnified Party, and it notifies
the Indemnifying Party of the commencement thereof, the Indemnifying Party will
be entitled to participate therein and, to the extent that it may wish to,
assume the defense thereof, with counsel satisfactory to such Indemnified
Party, and after notice from the Indemnifying Party to such Indemnified Party
of its election to assume the defense thereof, the Indemnifying Party will not
be liable to such Indemnified Party under this Section 8 for any legal or other
expenses subsequently incurred by such Indemnified Party in connection with the
defense thereof other than the reasonable costs of investigation.

8.3. If the Indemnifying Party assumes the defense of any such
action, the Indemnifying Party shall not, without the prior written consent of
the indemnified parties in such action, settle or compromise the liability of
the indemnified parties in such action, or permit a default or consent to the
entry of any judgement in respect thereof, unless in connection with such
settlement, compromise or consent, each Indemnified Party receives from such
claimant an unconditional release from all liability in respect of such claim.

ARTICLE IX. Applicable Law

9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

9.2. This Agreement shall be subject to the provisions of the 1933
Act, the 1934 Act, and the 1940 Act, and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and
regulations as the Securities and Exchange Commission may grant (including, but
not limited to, the Mixed and Shared Funding
<PAGE> 13
Exemptive Order) and the terms hereof shall be interpreted and construed in
accordance therewith.

ARTICLE X. Termination

10.1. This Agreement shall continue in full force and effect until the
first to occur of:

(a) termination by any party for any reason by 6 months' advance
written notice delivered to the other parties; or

(b) termination by the Company by written notice to the Fund and the
Underwriter with respect to any Portfolio based upon the Company's
determination that shares of such Portfolio are not reasonably
available to meet the requirements of the Contracts; or

(c) termination by the Company by written notice to the Fund and the
Underwriter with respect to any Portfolio in the event any of the
Portfolio's shares are not registered, issued or sold in accordance
with applicable state and/or federal law or such law precludes the
use of such shares as the underlying investment media of the
Contracts issued or to be issued by the Company; or

(d) termination by the Company by written notice to the Fund and the
Underwriter with respect to any Portfolio in the event that such
Portfolio ceases to qualify as a Regulated Investment Company under
Subchapter M of the Code or under any successor or similar
provision, or if the Company reasonably believes that the Fund may
fail to so qualify; or

(e) termination by the Company by written notice to the Fund and the
Underwriter with respect to any Portfolio in the event that such
Portfolio fails to meet the diversification requirements specified
in Article VI hereof; or

10.2. Effect of Termination. Notwithstanding any termination of the
Agreement, the Fund and the Underwriter shall at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts. The parties agree that
continuation of availability to existing contracts shall not apply if
proscribed by law or the SEC or other regulatory body.

ARTICLE XI. Notices
<PAGE> 14
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.

If to the Fund:

CIGNA Variable Products Group

900 Cottage Grove Road

Hartford, Ct. 06152-2210

ATTENTION: Alfred A. Bingham, III S-210

If to the Company:
Connecticut General Life Insurance Company
CIGNA Group Insurance Division
1601 Chestnut Street, TLP-47
Philadelphia, PA 19192
Attention: Jerold H. Rosenblum, Chief Counsel
CIGNA Group Insurance Division

If to the Underwriter:
CIGNA FINANCIAL ADVISORS, INC.

900 Cottage Grove
Bloomfield, CT
06152-2203

ATTENTION: Karen Goldman, S-203

ARTICLE XII. Miscellaneous

12.1. All persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Board, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund.
<PAGE> 15
12.2. Subject to the requirements of legal process and regularly
authority, each party hereto shall treat as confidential the names and
addresses of the owners of the Contracts and all information reasonably
identified as confidential in writing by any other party hereto and, except as
permitted by the Agreement, shall not disclose, disseminate or utilize such
names and addressed and other confidential information until such time as it
may come into the public domain without the express written consent of the
affected party.

12.3. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.

12.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

12.5. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.

12.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the California Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the insurance operations
of the Company are being conducted in a manner consistent with the California
Insurance Regulations and any other applicable law or regulations.

12.7. The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all rights, remedies
and obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.

12.8. This Agreement or any of the rights and obligations hereunder
may not be assigned by any party without the prior written consent of all
parties hereto; provided, however, that the Underwriter may assign this
Agreement or any rights or obligations hereunder to any affiliate of or company
under common control with the Underwriter, if such assignee is duly licensed
and registered to perform the obligations of the Underwriter under this
Agreement.

12.9. The Company shall furnish, or shall cause to be furnished, to
the Fund or its designee copies of the following reports:

(a) the Company's annual statement (prepared under statutory
accounting principles) and annual report (if one is prepared
under generally accepted accounting principles ("GAAP"), as
soon as practical and in any event within 120 days after the
end of each fiscal year;

(b) the Company's quarterly statements (statutory) (and GAAP if
any), as soon as practical and in any event within 60 days
after the end of each
<PAGE> 16
quarterly period:

(c) any financial statement, proxy statement, notice or report of
the Company sent to stockholders and/or policyholders, as soon
as practical after the delivery thereof to stockholders;

(d) any registration statement (without exhibits) and financial
reports of the Company filed with the Securities and Exchange
Commission or any state insurance regulator, as soon as
practical after the filing thereof;

(e) any other report submitted to the Company by independent
accountants in connection with any annual, interim or special
audit made by them of the books of the Company, as soon as
practical after the receipt thereof.

(f) such reports, materials, or data as the Fund may reasonably
request so that the Fund may fully carry out the obligations
imposed on the Fund by the Fund's Mixed and Shared Funding
Exemptive Order, and such reports, materials, and data shall
be submitted more frequently if deemed appropriate by the
Fund.

IN WITNESS WHEREOF each of the parties hereto has caused this Agreement
to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

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

Name:
------------------------------------

Title:
------------------------------------

CIGNA VARIABLE PRODUCTS GROUP

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

Name:
------------------------------------

Title:
------------------------------------

CIGNA FINANCIAL ADVISORS, INC.
<PAGE> 17

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

Name:
------------------------------------

Title:
------------------------------------
<PAGE> 18

Schedule A

The following is a list of separate accounts and contract forms for which one
or more portfolios of CIGNA Variable Products Group are to be made available by
Connecticut General Life Insurance Company :

<TABLE>
<CAPTION>
Name of Separate Account Policy Form Numbers of Contracts Funded By
- ------------------------ Separate Account --
----------------

<S> <C>

CG Variable Life Insurance XX605481 - Group Flexible Premium
Separate Account A established Variable Life Insurance Policy, - Nonpar
May 22, 1995
</TABLE>
<PAGE> 19

PARTICIPATION AGREEMENT

Among

VARIABLE INSURANCE PRODUCTS FUND,

FIDELITY DISTRIBUTORS CORPORATION

and

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of the 20th day of December,
1994 by and among CONNECTICUT GENERAL LIFE INSURANCE COMPANY, (hereinafter the
"Company"), a Connecticut corporation, on its own behalf and on behalf of each
segregated asset account of the Company set forth on Schedule A hereto as may
be amended from time to time (each such account hereinafter referred to as the
"Account"), and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts
(hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the
"Underwriter"), a Massachusetts corporation. This Agreement supersedes a
similar agreement among the parties that became effective as of October 26,
1988, which agreement is hereby terminated by mutual agreement of the parties.

WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established for variable life insurance policies and variable
annuity contracts (collectively, the "Variable Insurance Products") to be
offered by insurance companies which have entered into participation agreements
with the Fund and the Underwriter (hereinafter "Participating Insurance
Companies"); and

WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each representing the interest in a particular managed
portfolio of securities and other assets, any one or more of which may be made
available under this Agreement, as may be amended from time to time by mutual
agreement of the parties hereto (each such series hereinafter referred to as a
"Portfolio"); and

WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated October 15, 1985 (File No. 812-6102), granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the " 1940 Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and

1
<PAGE> 20
variable life insurance separate accounts of both affiliated and unaffiliated
life insurance companies (hereinafter the "Shared Funding Exemptive Order");
and

WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and

WHEREAS, Fidelity Management & Research Company (the "Adviser") is
duly registered as an investment adviser under the federal Investment Advisers
Act of 1940 and any applicable state securities law; and

WHEREAS, the Company has registered or will register certain variable
life insurance and variable annuity contracts under the 1933 Act; and

WHEREAS, the Company has registered or will register each Account as
a unit investment trust under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act of
1934, as amended, (hereinafter the " 1934 Act"), and is a member in good
standing of the National Association of Securities Dealers, Inc. (hereinafter
"NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid variable life and variable
annuity contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as each Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the
Company, the Fund and the Underwriter agree as follows:

ARTICLE I. Sale of Fund Shares

1.1. The Underwriter agrees to sell to the Company those shares of
the Fund which each Account orders, executing such orders on a daily basis at
the net asset value next computed after receipt by the Fund or its designee of
the order for the shares of the Fund. For purposes of this Section 1.1, the
Company shall be the designee of the Fund for receipt of such orders from each
Account and receipt by such designee shall constitute receipt by the Fund;
provided that the Fund receives notice of such order by 9:30 a.m. Boston time
on the next following Business Day. "Business Day" shall mean any day on which
the New York Stock Exchange is open for trading

2
<PAGE> 21
and on which the Fund calculates its net asset value pursuant to the rules of
the Securities and Exchange Commission.

1.2. The Fund agrees to make its shares available indefinitely for
purchase at the applicable net asset value per share by the Company and its
Accounts on those days on which the Fund calculates its net asset value
pursuant to rules of the Securities and Exchange Commission and the Fund shall
use reasonable efforts to calculate such net asset value on each day which the
New York Stock Exchange is open for trading. Notwithstanding the foregoing,
the Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Board
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the shareholders
of such Portfolio.

1.3. The Fund and the Underwriter agree that shares of the Fund will
be sold only to Participating Insurance Companies and their separate accounts.
No shares of any Portfolio will be sold to the general public.

1.6. The Company agrees that purchases and redemptions of Portfolio
shares offered by the then current prospectus of the Fund shall be made in
accordance with the provisions of such prospectus. The Company agrees that all
net amounts available under the variable annuity contracts and variable life
insurance policies with the form number(s) which are listed on Schedule A
attached hereto and incorporated herein by this reference, as such Schedule A
may be amended from time to time hereafter by mutual written agreement of all
the parties hereto, (the "Contracts") shall be invested in the Fund, in such
other Funds advised by the Adviser as may be mutually agreed to in writing by
the parties hereto, or in the Company's general account, provided that such
amounts may also be invested in an investment company other than the Fund if
(a) such other investment company, or series thereof, has investment objectives
or policies that are substantially different from the investment objectives and
policies of all the Portfolios of the Fund which the Company is then using as
funding vehicles under any Contract; or (b) the Company gives the Fund and the
Underwriter 45 days written notice of its intention to

3
<PAGE> 22
make such other investment company available as a funding vehicle for the
Contracts; or (c) such other investment company either is listed on Schedule C
hereto or was available as a funding vehicle for the Contracts prior to the
date of this Agreement and the Company so informs the Fund and Underwriter
prior to their signing this Agreement (a list of such funds appearing on
Schedule C to this Agreement); or (d) the Fund or Underwriter consents to the
use of such other investment company.

1.7. The Company shall pay for Fund shares on the next Business Day
after an order to purchase Fund shares is made in accordance with the
provisions of Section 1.1 hereof. Payment shall be in federal funds
transmitted by wire. For purpose of Section 2.10 and 2.11, upon receipt by
the Fund of the federal funds so wired, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of the Fund.

1.10. The Fund shall make the net asset value per share for each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated (normally by 6:30
p.m. Boston time).

ARTICLE 11. Representations and Warranties

2.1. The Company represents and warrants that the Contracts are or
will be registered under the 1933 Act; that the Contracts will be issued and
sold in compliance in all material respects with all applicable Federal and
State laws and that the sale of the Contracts shall comply in all material
respects with state insurance suitability requirements. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established each Account prior to any issuance or sale thereof as a segregated
asset account under Section 38a-433 of the Connecticut General Statutes and has
registered or, prior to any issuance or sale of the Contracts, will register
each Account as a unit investment trust in accordance with the provisions of
the 1940 Act to serve as a segregated investment account for the Contracts.

4
<PAGE> 23
2.2. The Fund represents and warrants that Fund shares sold pursuant
to this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the State of Connecticut and
all applicable federal and state securities laws and that the Fund is and shall
remain registered under the 1940 Act. The Fund shall amend the Registration
Statement for its shares under the 1933 Act and the 1940 Act from time to time
as required in order to effect the continuous offering of its shares. The Fund
shall register and qualify the shares for sale in accordance with the laws of
the various states only if and to the extent deemed advisable by the Fund or
the Underwriter.

2.4. The Company represents that the Contracts are currently treated
as endowment or annuity insurance contracts, under applicable provisions of the
Code and that it will make every effort to maintain such treatment and that it
will notify the Fund and the Underwriter immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or that
they might not be so treated in the future.

2.5. The Fund currently does not intend to make any payments to
finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or
otherwise, although it may make such payments in the future. The Fund has
adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no
payments for distribution expenses. To the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a
board of trustees, a majority of whom are not interested persons of the Fund,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.

2.7. The Underwriter represents and warrants that it is a member in
good standing of the NASD and is registered as a broker-dealer with the SEC.
The Underwriter further represents that it will sell and distribute the Fund
shares in accordance with the laws of the State of Connecticut and all
applicable state and federal securities laws, including without limitation the
1933 Act, the 1934 Act, and the 1940 Act.

5
<PAGE> 24
2.8. The Fund represents that it is lawfully organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act.

2.9. The Underwriter represents and warrants that the Adviser is and
shall remain duly registered in all material respects under all applicable
federal and state securities laws and that the Adviser shall perform its
obligations for the Fund in compliance in all material respects with the laws
of the State of Connecticut and any applicable state and federal securities
laws.

2.10. The Fund and Underwriter represent and warrant that all of
their directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.

2.11. The Company represents and warrants that all of its
directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
covered by a blanket fidelity bond or similar coverage for the benefit of the
Fund, and that said bond is issued by a reputable bonding company, includes
coverage for larceny and embezzlement, and is in an amount not less than $5
million. The Company agrees to make all reasonable efforts to see that this
bond or another bond containing these provisions is always in effect, and
agrees to notify the Fund and the Underwriter in the event that such coverage
no longer applies.

ARTICLE 111. Prospectuses and Proxy Statements; Voting

3.1. The Underwriter shall provide the Company with as many printed
copies of the Fund's current prospectus and Statement of Additional Information
as the Company may reasonably request. If requested by the Company in lieu
thereof, the Fund shall provide camera-ready film or computer diskettes
containing the Fund's prospectus and Statement of Additional Information, and
such other assistance as is reasonably necessary in order for the Company once
each year (or more frequently if the prospectus and/or Statement of Additional
Information for the Fund is amended during the year) to have the prospectus for
the Contracts and the Fund's prospectus printed together in one document, and
to have the Statement of Additional Information for the Fund and the Statement
of Additional Information for the Contracts printed together in one document.
Alternatively, the Company may print the Fund's prospectus and/or its Statement
of Additional Information in combination with other fund companies'
prospectuses and statements of additional information. Except as provided in
the following three sentences, all expenses of printing and distributing Fund
prospectuses and Statements of Additional Information shall be the expense of
the Company. For prospectuses and Statements of Additional Information
provided by the Company to its existing owners of Contracts in order to update
disclosure as required by the 1933 Act and/or the 1940 Act, the cost of
printing shall be borne by the Fund. If

6
<PAGE> 25
the Company chooses to receive camera-ready film or computer diskettes in lieu
of receiving printed copies of the Fund's prospectus, the Fund will reimburse
the Company in an amount equal to the product of A and B where A is the number
of such prospectuses distributed to owners of the Contracts, and B is the
Fund's per unit cost of typesetting and printing the Fund's prospectus. The
same procedures shall be followed with respect to the Fund's Statement of
Additional Information.

3.2. The Fund's prospectus shall state that the Statement of
Additional Information for the Fund is available from the Underwriter or the
Company (or in the Fund's discretion, the Prospectus shall state that such
Statement is available from the Fund).

3.3. The Fund, at its expense, shall provide the Company with copies
of its proxy statements, reports to shareholders, and other communications
(except for prospectuses and Statements of Additional Information, which are
covered in Section 3.1) to shareholders in such quantity as the Company shall
reasonably require for distributing to Contract owners.

3.4. If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract owners;

(ii) vote the Fund shares in accordance with instructions
received from Contract owners; and

(iii) vote Fund shares for which no instructions have been
received in a particular separate account in the same
proportion as Fund shares of such portfolio for which
instructions have been received in that separate
account,

so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund
shares held in any segregated asset account in its own right, to the extent
permitted by law. Participating Insurance Companies shall be responsible for
assuring that each of their separate accounts participating in the Fund
calculates voting privileges in a manner consistent with the standards set
forth on Schedule B attached hereto and incorporated herein by this reference,
which standards will also be provided to the other Participating Insurance
Companies.

3.5. The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Fund will either
provide for annual meetings or comply with Section 16(c) of the 1940 Act
(although the Fund is not one of the trusts described in Section 16(c) of that
Act) as well as with Sections 16(a) and, if and when applicable, 16(b).
Further, the Fund will act in accordance with the Securities and Exchange
Commission's interpretation of the

7
<PAGE> 26

requirements of Section 16(a) with respect to periodic elections of trustees
and with whatever rules the Commission may promulgate with respect thereto.

ARTICLE IV. Sales Material and Information

4.5. The Fund will provide to the Company at least one complete copy
of all registration statements, prospectuses, Statements of Additional
Information, reports, proxy statements, sales literature and other promotional
materials, applications for exemptions, requests for no-action letters, and all
amendments to any of the above, that relate to the Fund or its shares,
contemporaneously with the filing of such document with the Securities and
Exchange Commission or other regulatory authorities.

8
<PAGE> 27

exemptions, requests for no action letters, and all amendments to any of the
above, that relate to the Contracts or each Account, contemporaneously with the
filing of such document with the SEC or other regulatory authorities.

4.7. For purposes of this Article IV, the phrase "sales literature
or other promotional material" includes, but is not limited to, any of the
following that refer to the Fund or any affiliate of the Fund: advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational
or training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.

ARTICLE V. Fees and Expenses

5.1. The Fund and Underwriter shall pay no fee or other compensation
to the Company under this agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule 12b-1 to finance distribution
expenses, then the Underwriter may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by the Underwriter in
writing and such payments will be made out of existing fees otherwise payable
to the Underwriter, past profits of the Underwriter or other resources
available to the Underwriter. No such payments shall be made directly by the
Fund. Currently, no such payments are contemplated.

5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Fund, in
accordance with applicable state laws prior to their sale. The Fund shall bear
the expenses for the cost of registration and qualification of the Fund's
shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, setting the prospectus in type, setting
in type and printing the proxy materials and reports to shareholders (including
the costs of printing a prospectus that constitutes an annual report), the
preparation of all statements and notices required by any federal or state law,
and all taxes on the issuance or transfer of the Fund's shares.

5.3. The Company shall bear the expenses of distributing the Fund's
prospectus, proxy materials and reports to owners of Contracts issued by the
Company.

ARTICLE VI. Diversification

9
<PAGE> 28

ARTICLE VII. Potential Conflicts

7.1. The Board will monitor the Fund for the existence of any
material irreconcilable conflict between the interests of the contract owners
of all separate accounts investing in the Fund. An irreconcilable material
conflict may arise for a variety of reasons, including: (a) an action by any
state insurance regulatory authority; (b) a change in applicable federal or
state insurance, tax, or securities laws or regulations, or a public ruling,
private letter ruling, no-action or interpretative letter, or any similar
action by insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the manner
in which the investments of any Portfolio are being managed; (e) a difference
in voting instructions given by variable annuity contract and variable life
insurance contract owners; or (f) a decision by an insurer to disregard the
voting instructions of contract owners. The Board shall promptly inform the
Company if it determines that an irreconcilable material conflict exists and
the implications thereof.

7.2. The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board in carrying
out its responsibilities under the Shared Funding Exemptive Order, by providing
the Board with all information reasonably necessary for the Board to consider
any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.

7.3. If it is determined by a majority of the Board, or a majority
of its disinterested trustees, that a material irreconcilable conflict exists,
the Company and other Participating Insurance Companies shall, at their expense
and to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a
vote of all affected Contract owners and, as appropriate, segregating the
assets of any appropriate group (i.e., annuity contract owners, life insurance
contract owners, or variable contract owners of one or more Participating
Insurance Companies) that votes in favor of such

10
<PAGE> 29
segregation, or offering to the affected contract owners the option of making
such a change; and (2), establishing a new registered management investment
company or managed separate account.

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but
in no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contracts if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Board determines that
any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Board informs the
Company in writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.

7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are
amended, or Rule 6e-3 is adopted, to provide exemptive relief from any
provision of the Act or the rules promulgated thereunder with respect to mixed
or shared funding (as defined in the Shared Funding Exemptive Order) on terms
and conditions materially different from those contained in the Shared Funding
Exemptive Order, then (a) the Fund and/or the Participating Insurance
Companies, as appropriate, shall take such steps as may be necessary to comply
with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the
extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1,

11
<PAGE> 30
7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the
extent that terms and conditions substantially identical to such Sections are
contained in such Rule(s) as so amended or adopted.

ARTICLE VIII. Indemnification

8.1. Indemnification By The Company

8.1(a). The Company agrees to indemnify and hold harmless the Fund
and each trustee of the Board and officers and each person, if any, who
controls the Fund within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.1)
against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Company) or litigation
(including legal and other expenses), to which the Indemnified Parties may
become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition of the
Fund's shares or the Contracts and:

(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in the
Registration Statement or prospectus for the Contracts or contained
in the Contracts or sales literature for the Contracts (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this agreement
to indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission was made
in reliance upon and in conformity with information furnished to the
Company by or on behalf of the Fund for use in the Registration
Statement or prospectus for the Contracts or in the Contracts or
sales literature (or any amendment or supplement) or otherwise for
use in connection with the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or
representations (other than statements or representations contained
in the Registration Statement, prospectus or sales literature of the
Fund not supplied by the Company, or persons under its control) or
wrongful conduct of the Company or persons under its control, with
respect to the sale or distribution of the Contracts or Fund Shares;
or

(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement,
prospectus, or sales literature of the Fund or any amendment thereof
or supplement thereto or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading if such a statement or
omission was

12
<PAGE> 31
made in reliance upon information furnished to the Fund by or on
behalf of the Company; or

(iv) arise as a result of any failure by the Company to
provide the services and furnish the materials under the terms of
this Agreement; or

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Company, as limited by and in accordance with the
provisions of Sections 8.1(b) and 8.1(c) hereof.

8.1(b). The Company shall not be liable under this
indemnification provision with respect to any losses, claims,
damages, liabilities or litigation incurred or assessed against an
Indemnified Party as such may arise from such Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations or duties under
this Agreement or to the Fund, whichever is applicable.

8.1(c). The Company shall not be liable under this
indemnification provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have notified
the Company in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the
claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on
any designated agent), but failure to notify the Company of any such
claim shall not relieve the Company from any liability which it may
have to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision. In case
any such action is brought against the Indemnified Parties, the
Company shall be entitled to participate, at its own expense, in the
defense of such action. The Company also shall be entitled to assume
the defense thereof, with counsel satisfactory to the party named in
the action. After notice from the Company to such party of the
Company's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel
retained by it, and the Company will not be liable to such party
under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

8.1(d). The Indemnified Parties will promptly notify the
Company of the commencement of any litigation or proceedings against
them in connection with the issuance or sale of the Fund Shares or
the Contracts or the operation of the Fund.

8.2. Indemnification by the Underwriter

13
<PAGE> 32
8.2(a). The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may
become subject under any statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements are related to the sale or acquisition of the Fund's
shares or the Contracts and:

(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained
in the Registration Statement or prospectus or sales
literature of the Fund (or any amendment or supplement to
any of the foregoing), or arise out of or are based upon
the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary
to make the statements therein not misleading, provided
that this agreement to indemnify shall not apply as to
any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance
upon and in conformity with information furnished to the
Underwriter or Fund by or on behalf of the Company for
use in the Registration Statement or prospectus for the
Fund or in sales literature (or any amendment or
supplement) or otherwise for use in connection with the
sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or
representations (other than statements or representations
contained in the Registration Statement, prospectus or
sales literature for the Contracts not supplied by the
Underwriter or persons under its control) or wrongful
conduct of the Fund, Adviser or Underwriter or persons
under their control, with respect to the sale or
distribution of the Contracts or Fund shares; or

(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus, or sales literature covering the
Contracts, or any amendment thereof or supplement
thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statement or statements therein not
misleading, if such statement or omission was made in
reliance upon information furnished to the Company by or
on behalf of the Fund; or

(iv) arise as a result of any failure by the Fund to provide
the services and furnish the materials under the terms of
this Agreement (including a failure, whether
unintentional or in good faith or otherwise, to comply
with the diversification requirements specified in
Article VI of this Agreement); or

14
<PAGE> 33
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in
this Agreement or arise out of or result from any other
material breach of this Agreement by the Underwriter; as
limited by and in accordance with the provisions of
Sections 8.2(b) and 8.2(c) hereof.

8.2(b). The Underwriter shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would otherwise be
subject by reason of such Indemnified Party's willful misfeasance, bad faith,
or gross negligence in the performance of such Indemnified Party's duties or by
reason of such Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to each Company or the Account, whichever is
applicable.

8.2(c). The Underwriter shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified the Underwriter in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the Underwriter
of any such claim shall not relieve the Underwriter from any liability which it
may have to the Indemnified Party against whom such action is brought otherwise
than on account of this indemnification provision. In case any such action is
brought against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by
it, and the Underwriter will not be liable to such party under this Agreement
for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable
costs of investigation.

8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.

8.3. Indemnification By the Fund

8.3(a). The Fund agrees to indemnify and hold harmless the Company,
and each of its directors and officers and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any
statute, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements result
from the gross negligence, bad faith or willful misconduct of the Board or any
member thereof, are related to the operations of the Fund and:

15
<PAGE> 34
(i) arise as a result of any failure by the Fund to provide
the services and furnish the materials under the terms of
this Agreement (including a failure to comply with the
diversification requirements specified in Article VI of
this Agreement); or

(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this
Agreement or arise out of or result from any other
material breach of this Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.

8.3(b). The Fund shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation incurred or assessed against an Indemnified Party as such may arise
from such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by reason
of such Indemnified Party's reckless disregard of obligations and duties under
this Agreement or to the Company, the Fund, the Underwriter or each Account,
whichever is applicable.

8.3(c). The Fund shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Fund in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the Fund of any
such claim shall not relieve the Fund from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Fund will be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Fund to such party of the Fund's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Fund will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the
defense thereof other than reasonable costs of investigation.

8.3(d). The Company and the Underwriter agree promptly to notify the
Fund of the commencement of any litigation or proceedings against it or any of
its respective officers or directors in connection with this Agreement, the
issuance or sale of the Contracts, with respect to the operation of either
Account, or the sale or acquisition of shares of the Fund.

ARTICLE IX. Applicable Law

9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

16
<PAGE> 35

9.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to,
the Shared Funding Exemptive Order) and the terms hereof shall be interpreted
and construed in accordance therewith.

ARTICLE X. Termination

10.1. This Agreement shall continue in full force and effect until
the first to occur of:

(a) termination by any party for any reason by 60 days advance
written notice delivered to the other parties; or

(b) termination by the Company by written notice to the Fund and
the Underwriter with respect to any Portfolio based upon the
Company's determination that shares of such Portfolio are not
reasonably available to meet the requirements of the Contracts;
or

(c) termination by the Company by written notice to the Fund and
the Underwriter with respect to any Portfolio in the event any
of the Portfolio's shares are not registered, issued or sold in
accordance with applicable state and/or federal law or such law
precludes the use of such shares as the underlying investment
media of the Contracts issued or to be issued by the Company;
or

(d) termination by the Company by written notice to the Fund and
the Underwriter with respect to any Portfolio in the event that
such Portfolio ceases to qualify as a Regulated Investment
Company under Subchapter M of the Code or under any successor
or similar provision, or if the Company reasonably believes
that the Fund may fail to so qualify; or

(e) termination by the Company by written notice to the Fund and
the Underwriter with respect to any Portfolio in the event that
such Portfolio fails to meet the diversification requirements
specified in Article VI hereof; or

(f) termination by the Underwriter by written notice to the
Company, if the Underwriter determines, in its sole judgment
exercised in good faith, that the Company, or the Company and
its affiliated companies taken as a whole, has suffered a
material adverse change in its business, operations, financial
condition or prospects since the date of this Agreement or is
the subject of material adverse publicity;

however, before the Underwriter may terminate the Agreement
under this subparagraph (f) on account of material adverse
publicity, the following

17
<PAGE> 36
procedures shall apply: (i) the Underwriter shall notify the
Company, in writing, of the reason or reasons it intends to
terminate the Agreement for the prospective termination, in
sufficient detail for the Company to respond to the
Underwriter's specific concerns; (ii) the Company shall then
have three (3) business days in which to formulate and submit a
written response to the Underwriter; and (iii) the Company may,
if it desires, meet in person with the Underwriter at a time
and place designated by the Underwriter for a discussion of the
issues.

(g) termination by the Company by written notice to the Fund and
the Underwriter, if the Company shall determine, in its sole
judgment exercised in good faith, that either the Fund or the
Underwriter has suffered a material adverse change in its
business, operations, financial condition or prospects since
the date of this Agreement or is the subject of material
adverse publicity; or

(h) termination by the Fund or the Underwriter by written notice to
the Company, if the Company gives the Fund and the Underwriter
the written notice specified in Section 1.6(b) hereof and at
the time such notice was given there was no notice of
termination outstanding under any other provision of this
Agreement; provided, however any termination under this Section
10.1 (h) shall be effective forty five (45) days after the
notice specified in Section 1.6(b) was given.

10.2. Effect of Termination. Notwithstanding any termination of
this Agreement, the Fund and the Underwriter shall at the option of the
Company, continue to make available additional shares of the Fund pursuant to
the terms and conditions of this Agreement, for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter referred to as
"Existing Contracts"). Specifically, without limitation, the owners of the
Existing Contracts shall be permitted to reallocate investments in the Fund,
redeem investments in the Fund and/or invest in the Fund upon the making of
additional purchase payments under the Existing Contracts. The parties agree
that this Section 10.2 shall not apply to any terminations under Article VII
and the effect of such Article VII terminations shall be governed by Article
VII of this Agreement.

10.3 The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in the Account) except (i) as necessary to implement Contract Owner initiated
or approved transactions, or (ii) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption"). Upon request,
the Company will promptly furnish to the Fund and the Underwriter the opinion
of counsel for the Company (which counsel shall be reasonably satisfactory to
the Fund and the Underwriter) to the effect that any redemption pursuant to
clause (ii) above is a Legally Required Redemption, or (iii) as permitted by an
order of the SEC pursuant to Section 26(b) of the 1940 Act.. Furthermore,
except in cases where permitted under the terms of the Contracts, the Company
shall not prevent Contract Owners from allocating payments to a Portfolio that
was otherwise available under the Contracts without first giving the Fund or
the Underwriter 90 days notice of its intention to do so.

18
<PAGE> 37

ARTICLE XI. Notices

Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.

If to the Fund:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

If to the Company:
Connecticut General Life Insurance Company
900 Cottage Grove Road
Hartford, CT 06152-2321
Attention: Robert A. Picarello, Chief Counsel, Individual
Insurance

If to the Underwriter:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

ARTICLE XII. Miscellaneous

12.2 Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and
addresses of the owners of the Contracts and all information reasonably
identified as confidential in writing by any other party hereto and, except as
permitted by this Agreement, shall not disclose, disseminate or utilize such
names and addresses and other confidential information until such time as it
may come into the public domain without the express written consent of the
affected party.

12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.

12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

19
<PAGE> 38
12.5 If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.

12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the California Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the insurance operations
of the Company are being conducted in a manner consistent with the California
Insurance Regulations and any other applicable law or regulations.

12.7 The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all rights, remedies
and obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.

12.9. The Company shall furnish, or shall cause to be furnished, to
the Fund or its designee copies of the following reports:

(a) the Company's annual statement (prepared under statutory
accounting principles) and annual report (if one is
prepared under generally accepted accounting principles
("GAAP"), as soon as practical and in any event within
120 days after the end of each fiscal year;

(b) the Company's quarterly statements (statutory) (and GAAP,
if any), as soon as practical and in any event within 60
days after the end of each quarterly period:

(c) any financial statement, proxy statement, notice or
report of the Company sent to stockholders and/or
policyholders, as soon as practical after the delivery
thereof to stockholders;

(d) any registration statement (without exhibits) and
financial reports of the Company filed with the
Securities and Exchange Commission or any state insurance
regulator, as soon as practical after the filing thereof;

20
<PAGE> 39
(e) any other report submitted to the Company by independent
accountants in connection with any annual, interim or
special audit made by them of the books of the Company,
as soon as practical after the receipt thereof.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By: /s/ ROY H. BUBBS
------------------------

Name: Roy H. Bubbs
------------------------

Title: Senior Vice President
------------------------

VARIABLE INSURANCE PRODUCTS FUND

By: /s/ J. GARY BURKHEAD
------------------------

Name: J. Gary Burkhead
------------------------

Title: Senior VP
------------------------

FIDELITY DISTRIBUTORS CORPORATION

By: /s/ KURT A. LANGE
------------------------

Name: Kurt A. Lange
------------------------

Title: President
------------------------

21
<PAGE> 40
Schedule A

The following is a list of contracts and forms for which one or more
portfolios of Variable Insurance Products Fund or Variable Insurance Products
Fund II are to be made available by Connecticut General Life Insurance Company
in CG Variable Annuity Separate Account II or CG Variable Life Insurance
Separate Account I:

Name of Separate Account and Policy Form Numbers of
Contracts Funded By Separate
Account

CG Variable Annuity Separate Account II AN420 - Flexible Payment
Deferred Variable Annuity
Contract with Fixed and
Variable Accounts - Nonpar

CG Variable Life Separate Account I LN605 - Flexible Premium Variable
Life Insurance Policy - Nonpar

22
<PAGE> 41

SCHEDULE B
PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities for
the handling of proxies relating to the Fund by the Underwriter, the Fund and
the Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Insurance Company to perform the
steps delineated below.

1 . The number of proxy proposals is given to the Company by the
Underwriter as early as possible before the date set by the Fund for
the shareholder meeting to facilitate the establishment of tabulation
procedures. At this time the Underwriter will inform the Company of
the Record, Mailing and Meeting dates. This will be done verbally
approximately two months before meeting.

2. Promptly after the Record Date, the Company will perform a "tape run",
or other activity, which will generate the names, addresses and number
of units which are attributed to each contractowner/policyholder (the
"Customer") as of the Record Date. Allowance should be made for
account adjustments made after this date that could affect the status
of the Customers' accounts as of the Record Date.

Note: The number of proxy statements is determined by the activities
described in Step #2. The Company will use its best efforts to call in
the number of Customers to Fidelity, as soon as possible, but no later
than two weeks after the Record Date.

3. The Fund's Annual Report no longer needs to be sent to each Customer by
the Company either before or together with the Customers' receipt of a
proxy statement. Underwriter will provide the last Annual Report to
the Company pursuant to the terms of Section 3.3 of the Agreement to
which this Schedule relates.

4. The text and format for the Voting Instruction Cards ("Cards" or
"Card") is provided to the Company by the Fund. The Company, at its
expense, shall produce and personalize the Voting Instruction Cards.
The Legal Department of the Underwriter or its affiliate ("Fidelity
Legal") must approve the Card before it is printed. Allow
approximately 2-4 business days for printing information on the Cards.
Information commonly found on the Cards includes:
a. name (legal name as found on account registration)
b. address
c. Fund or account number
d. coding to state number of units
e. individual Card number for use in tracking and
verification of votes (already on Cards as printed by the
Fund)

(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)

23
<PAGE> 42
5. During this time, Fidelity Legal will develop, produce, and the Fund
will pay for the Notice of Proxy and the Proxy Statement (one
document). Printed and folded notices and statements will be sent to
Company for insertion into envelopes (envelopes and return envelopes
are provided and paid for by the Insurance Company). Contents of
envelope sent to Customers by Company will include:

a. Voting Instruction Card(s)
b. One proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to
the Company or its tabulation agent
d. "urge buckslip" - optional, but recommended. (This is a
small, single sheet of paper that requests Customers to
vote as quickly as possible and that their vote is
important. One copy will be supplied by the Fund.)
e. cover letter - optional, supplied by Company and reviewed
and approved in advance by Fidelity Legal.

6. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company
reviews and approves the contents of the mailing package to ensure
correctness and completeness. Copy of this approval sent to Fidelity
Legal.

7. Package mailed by the Company.
* The Fund must allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended.)
Solicitation time is calculated as calendar days from (but not
including) the meeting, counting backwards.

8. Collection and tabulation of Cards begins. Tabulation usually takes
place in another department or another vendor depending on process
used. An often used procedure is to sort Cards on arrival by proposal
into vote categories of all yes, no, or mixed replies, and to begin
data entry.

Note: Postmarks are not generally needed. A need for postmark
information would be due to an insurance company's internal procedure
and has not been required by Fidelity in the past.

9. Signatures on Card checked against legal name on account registration
which was printed on the Card.

Note: For Example, If the account registration is under "Bertram C.
Jones, Trustee," then that is the exact legal name to be printed on the
Card and is the signature needed on the Card.

24
<PAGE> 43
10. If Cards are mutilated, or for any reason are illegible or are not
signed properly, they are sent back to Customer with an explanatory
letter, a new Card and return envelope. The mutilated or illegible
Card is disregarded and considered to be not received for purposes of
vote tabulation. Any Cards that have "kicked out" (e.g. mutilated,
illegible) of the procedure are "hand verified," i.e., examined as to
why they did not complete the system. Any questions on those Cards are
usually remedied individually.

11. There are various control procedures used to ensure proper tabulation
of votes and accuracy of that tabulation. The most prevalent is to
sort the Cards as they first arrive into categories depending upon
their vote; an estimate of how the vote is progressing may then be
calculated. If the initial estimates and the actual vote do not
coincide, then an internal audit of that vote should occur. This may
entail a recount.

12. The actual tabulation of votes is done in units which is then
converted to shares. (It is very important that the Fund receives the
tabulations stated in terms of a percentage and the number of shares.)
Fidelity Legal must review and approve tabulation format.

13. Final tabulation in shares is verbally given by the Company to Fidelity
Legal on the morning of the meeting not later than 10:00 a.m. Boston
time. Fidelity Legal may request an earlier deadline if required to
calculate the vote in time for the meeting.

14. A Certification of Mailing and Authorization to Vote Shares will be
required from the Company as well as an original copy of the final
vote. Fidelity Legal will provide a standard form for each
Certification.

15. The Company will be required to box and archive the Cards received from
the Customers. In the event that any vote is challenged or if
otherwise necessary for legal, regulatory, or accounting purposes,
Fidelity Legal will be permitted reasonable access to such Cards.

16. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.

25
<PAGE> 44
SCHEDULE C

Other investment companies which will be made available under variable annuity
contracts or variable life insurance policies issued by the Company through CG
Variable Annuity Separate Account II or CG Variable Life Insurance Separate
Account I:

ALGERFUNDS

Alger American Small Capitalization Portfolio
Alger American Leveraged Allap Portfolio
Alger American MidCap Growth Portfolio
Alger American Growth Portfolio

MFSFUNDS

MFS Total Return Serids
MFS Utilities Series
MFS World Government Series

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

Neuberger & Berman Advisers Management Trust Balanced Portfolio
Neuberger & Berman Advisers Management Trust Limited Maturity Bond
Portfolio
Neuberger & Berman Advisers Management Trust Partners Portfolios

QUEST FOR VALUE FUNDS

Quest Global Equity Portfolio
Quest Managed Portfolio
Quest Small Cap Portfolio

26
<PAGE> 45
AMENDMENT TO PARTICIPATION AGREEMENT

Among

VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II,
FIDELITY DISTRIBUTORS CORPORATION

and

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

WHEREAS, the above-referenced Agreement was originally executed as of
the 20th day of December, 1994; and

WHEREAS, the parties thereto are desirous of modifying said Agreement
in several respects;

NOW therefore, said Agreement is hereby amended, effective as of the
21st day of June, 1995, as follows.

1. Schedule A to the Agreement is hereby amended to read as follows:

Schedule A

The following is a list of separate accounts and contract forms for which one
or more portfolios of Variable Insurance Products Fund or Variable Insurance
Products Fund II are to be made available by Connecticut General Life Insurance
Company:

<TABLE>
<CAPTION>
Name of Separate Account Policy Form Numbers of Contracts Funded By
- ------------------------ Separate Account
----------------

<S> <C>
CG Variable Annuity Separate Account II AN420 - Flexible Payment Deferred Variable
Annuity Contract with Fixed and Variable
Accounts - Nonpar

CG Variable Life Separate Account I LN605 - Flexible Premium Variable Life
Insurance Policy - Nonpar

CG Variable Life Insurance Separate Account A XX605481 Group Flexible Premium
Variable Life Insurance Policy, Nonpar
</TABLE>

1
<PAGE> 46
2. Section 2.4 of the Agreement is hereby amended to read as follows:

2.4. The Company represents that the Contracts are currently
treated as life insurance contracts (including endowment contracts) or annuity
insurance contracts, under applicable provisions of the Code and that it will
make every effort to maintain such treatment and that it will notify the Fund
and the Underwriter immediately upon having a reasonable basis for believing
that the Contracts have ceased to be so treated or that they might not be so
treated in the future.

3. Subsection (a) of Section 10.1 of the Agreement is hereby amended to read
as follows:

(a) termination by any party for any reason upon six months' advance
written notice delivered to the other parties; or

4. Article XI of the Agreement is amended to read as follows:

ARTICLE XI. Notices

Any notice shall be sufficiently given when sent by registered
or certified mail to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify in
writing to the other party.

If to the Fund:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

If to the Company:
Connecticut General Life Insurance Company
900 Cottage Grove Road
Hartford, CT 06152-2321
Attention: Robert A. Picarello, Chief Counsel, Individual
Insurance

AND ALSO TO

Connecticut General Life Insurance Company
c/o CIGNA Group Insurance Division
Two Liberty Place
1601 Chestnut Street
Philadelphia, PA 19192-2457
Attention: Jerold H. Rosenblum, Chief Counsel, Group
Insurance Division

2
<PAGE> 47

If to the Underwriter:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

5. Section 12.1 of the Agreement is amended to read as follows:

12.1 All persons dealing with the Fund must look solely to
the property of the Fund for the enforcement of any claims against the Fund as
neither the Board, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund. All persons
dealing with the Company must look solely to the property of the Company for
the enforcement of any claims against the Company as neither the Board,
officers, agents or shareholders of Company assume any personal liability for
obligations entered into on behalf of the Company.

6. Subsection 12.9(b) of the Agreement is amended to read as follows:

(b) the Company's quarterly statements (statutory, if any, and
GAAP, if any), as soon as practical and in any event within 60 days after the
end of each quarterly period:

7. Subsection 12.9(e) of the Agreement is hereby amended to read as follows:

(e) any other material report submitted to the Company by
independent accountants in connection with any annual, interim or special
audit made by them of the books of the Company, as soon as practical after
the receipt thereof.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representative as of the date first specified above.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

BY: /s/ ROY H. BUBBS
----------------------

Name: Roy H. Bubbs
----------------------

Title: Senior Vice President
----------------------

3
<PAGE> 48

VARIABLE INSURANCE PRODUCTS FUND
VARIABLE INSURANCE PRODUCTS FUND II

By: /s/ J. GARY BURKHEAD
----------------------
J. Gary Burkhead
Senior Vice President

FIDELITY DISTRIBUTORS CORPORATION

BY: /s/ KURT A. LANGE
----------------------
Kurt A. Lange
President

4
<PAGE> 49

FUND PARTICIPATION AGREEMENT

THIS FUND PARTICIPATION AGREEMENT is made and entered into as of
August ___, 1995 by and between CONNECTICUT GENERAL LIFE INSURANCE COMPANY (the
"Company") TCI PORTFOLIOS, INC. (the "Issuer") and the investment adviser of
the Issuer, INVESTORS RESEARCH CORPORATION ("Investors Research").

WHEREAS, the Company offers to the public certain individual and group
variable annuity contracts and group variable life insurance contracts and
provides individual coverages under Certificates issued under the group
contracts described in this agreement (collectively called the "Contracts");
and

WHEREAS, Issuer is a mutual fund registered under the Investment
Company Act of 1940, as amended ("40 Act") and offers and issues its shares only
to insurance companies to fund variable annuity and variable life insurance
contracts and offers several portfolios or series, including but not limited to
TCI Growth ("Fund"); and

WHEREAS, the Company wishes to offer the Fund as an investment option
under the Contracts; and,

WHEREAS, on the terms and conditions hereinafter set forth, Investors
Research and the Issuer desire to make shares of the Fund available as an
investment option under the Contracts and to retain the Company to perform
certain administrative services on behalf of the Fund;

NOW, THEREFORE, the Company, the Issuer and Investors Research agree
as follows:

1. TRANSACTIONS IN THE FUND. Subject to the terms and conditions
of this Agreement, the Issuer will make shares of the Fund available to be
purchased, exchanged, or redeemed, by the Company on behalf of the Account
(defined in SECTION 6(a) below) through a single account at the net asset value
applicable to each order. The Fund's shares shall be purchased and redeemed on
a net basis in such quantity and at such time as determined by the Company to
satisfy the requirements of the Contracts for which the Fund serves as
underlying investment media. Dividends and capital gains distributions will be
automatically reinvested in full and fractional shares of the Fund.

2. ADMINISTRATIVE SERVICES. The Company shall be solely
responsible for providing all administrative services for the Contract owners.
The Company agrees that it will maintain and preserve all records as required
by law to be maintained and preserved, and will otherwise comply with all laws,
rules and regulations applicable to the marketing of the Contracts and the
provision of administrative services to the Contract owners.

FPA\CIGNA
AUGUST 14, 1995 1
<PAGE> 50
3. PROCESSING AND TIMING OF TRANSACTIONS.

(a) The Issuer hereby appoints the Company as its agent for the
limited purpose of accepting purchase and redemption orders for Fund shares
from the Contract owners. On each day the New York Stock Exchange (the
"Exchange") is open for business (each, a "Business Day"), the Company may
receive instructions from the Contract owners for the purchase or redemption of
shares of the Fund ("Orders"). Orders received and accepted by the Company
prior to the close of regular trading on the Exchange (the "Close of Trading")
on any given Business Day and transmitted to the Issuer by 9:00 p.m. Central
time on such Business Day will be executed by the Issuer at the net asset value
determined as of the Close of Trading on such Business Day. Any Orders
received by the Company on such day but after the Close of Trading, and all
Orders that are transmitted to the Issuer after 9:00 p.m. Central time on such
Business Day, will be executed by the Issuer at the net asset value determined
as of the Close of Trading on the next Business Day following the day of
receipt of such Order. The day on which an Order is executed by the Issuer
pursuant to the provisions set forth above is referred to herein as the
"Effective Trade Date".

(b) By 5:30 p.m. Central time on each Business Day, Investors
Research will provide to the Company via facsimile or other electronic
transmission acceptable to the Company the Fund's net asset value, dividend and
capital gain information and, in the case of income funds, the daily accrual
for interest rate factor (mil rate), determined at the Close of Trading.

(c) By 9:00 p.m. Central time on each Business Day, the Company
will provide to Investors Research via facsimile or other electronic
transmission acceptable to Investors Research a report stating whether the
Orders received by the Company from Contract owners by the Close of Trading on
such Business Day resulted in the Account being a net purchaser or net seller
of shares of the Fund.

(d) Upon the timely receipt from the Company of the report
described in (c) above, Investors Research will execute the purchase or
redemption transactions (as the case may be) at the net asset value computed as
at the Close of Trading on the Effective Trade Date. Payment for net purchase
transactions shall be made by wire transfer by the Company to the custodial
account designated by the Fund on the Business Day next following the effective
Trade Date. Payments for net redemption transactions shall be made by wire
transfer by the Issuer to the account designated by the Company within the time
period set forth in the Fund's then-current prospectus; provided, however,
Investors Research will use all reasonable efforts to settle all redemptions on
the Business Day next following the Effective Trade Date. On any Business Day
when the Federal Reserve Wire Transfer System is closed, all communication and
processing rules will be suspended for the settlement of Orders. Orders will
be settled on the next Business Day on which the Federal Reserve Wire Transfer
System is open and the Effective Trade Date will apply.

2
<PAGE> 51

4. PROSPECTUS AND PROXY MATERIALS.

(a) Investors Research shall provide to the shareholder of record
copies of the Issuer's proxy materials, periodic fund reports to shareholders
and other materials that are required by law to be sent to the Issuer's
shareholders. In addition, Investors Research shall provide the Company with a
sufficient quantity of prospectuses of the Fund to be used in conjunction with
the transactions contemplated by this Agreement, together with such additional
copies of the Issuer's prospectuses as may be reasonably requested by Company.
If the Company provides for pass-through voting by the Contract owners,
Investors Research will provide the Company with a sufficient quantity of proxy
materials for each Contract owner.

(b) The cost of preparing, printing and shipping of the
prospectuses, proxy materials, periodic fund reports and other materials of the
Issuer to the Company shall be paid by Investors Research; provided, however,
that if at any time Investors Research or its agent reasonably deems the usage
by the Company of such items to be excessive, it may, prior to the delivery of
any quantity of materials in excess of what is deemed reasonable, request that
the Company demonstrate the reasonableness of such usage. If the Investors
Research believes the reasonableness of such usage has not been adequately
demonstrated, it may request that the Company pay the cost of printing
(including press time) and delivery of any excess copies of such materials.
Unless the Company agrees to make such payments, Investors Research may refuse
to supply additional materials and this section shall not be interpreted as
requiring delivery by Investors Research or Issuer of any copies in excess of
the number of copies required by law.

(c) The cost of distribution, if any, of any prospectuses, proxy
materials, periodic fund reports and other materials of the Issuer to the
Contract owners shall be paid by the Company and shall not be the
responsibility of Investors Research or the Issuer.

5. COMPENSATION AND EXPENSES.

(a) The Company shall be the sole shareholder of Fund shares
purchased pursuant to this Agreement (the "Record Owners"). The Company and
the Record Owners shall properly complete any applications or other forms
required by Investors Research or the Issuer.

(b) Investors Research acknowledges that it will derive a
substantial savings in administrative expenses, such as a reduction in expenses
related to postage, shareholder communications and recordkeeping, by virtue of
having a single shareholder account for the Account rather than having each
Contract owner as a shareholder. In consideration of the Administrative
Services and performance of all other obligations under this Agreement by the
Company, Investors Research will pay the Company a fee (the "Administrative
Services fee") equal to 20 basis points (0.20%) per annum of the average
aggregate amount invested by the Company under this Agreement, commencing with
the month in which the average aggregate market value of investments by the
Company (on behalf of the Contract owners) in the Fund exceeds $10 million. No
payment obligation shall arise until the Company's average aggregate investment
in the Fund reaches $10 million, and such payment obligation, once commenced,
shall

3
<PAGE> 52
be suspended with respect to any month during which the Company's average
aggregate investment in the Fund drops below $10 million.

(c) The parties understand that Investors Research customarily
pays, out of its management fee, another affiliated corporation for the type of
administrative services to be provided by the Company to the Contract owners.
The parties agree that the payments by Investors Research to the Company, like
Investors Research's payments to its affiliated corporation, are for
administrative services only and do not constitute payment in any manner for
investment advisory services or for costs of distribution.

(d) For the purposes of computing the payment to the Company
contemplated by this SECTION 5, the average aggregate amount invested by the
Account in the Fund over a one month period shall be computed by totalling the
Company's aggregate investment (share net asset value multiplied by total
number of shares of the Fund held by the Company) on each Business Day during
the month and dividing by the total number of Business Days during such month.

(e) Investors Research will calculate the amount of the payment to be
made pursuant to this SECTION 5 at the end of each calendar quarter and will
make such payment to the Company within 30 days thereafter. The check for such
payment will be accompanied by a statement showing the calculation of the
amounts being paid by Investors Research for the relevant month and such other
supporting data as may be reasonably requested by the Company.

(f) In the event Investors Research reduces its management fee
with respect to the Fund after the date hereof, Investors Research may amend
the Administrative Services fee payable with regard to such Fund by providing
the Company 30 days' advance written notice of any such adjustment. The
revised Administrative Services fee shall become effective as of the latter of
30 days from the date of delivery of the notice or the date prescribed in the
notice.

6. REPRESENTATIONS AND WARRANTIES.

(a) The Company represents and warrants that: (i) this Agreement
has been duly authorized by all necessary corporate action and, when executed
and delivered, shall constitute the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms; (ii) it has established the
CG Variable Life Insurance Separate Account A (the "Account"), which is a
separate account under Connecticut Insurance law, and has registered the
Account as a unit investment trust under the 1940 Act to serve as an investment
vehicle for the Contracts; (iii) each Contract provides for the allocation of
net amounts received by the Company to the Account for investment in the shares
of one of more specified investment companies selected among those companies
available through the Account to act as underlying investment media; (iv)
selection of a particular investment company is made by the Contract owner
under a particular Contract, who may change such selection from time to time in
accordance with the terms of the applicable Contract; and (v) the activities of
the Company contemplated by this Agreement comply with all provisions of
federal and state insurance, securities, and tax laws applicable to such
activities.

4
<PAGE> 53
(b) Investors Research represents that: (i) this Agreement has
been duly authorized by all necessary corporate action and, when executed and
delivered, shall constitute the legal, valid and binding obligation of
Investors Research and Issuer, enforceable in accordance with its terms; and
(ii) the investments of the Fund will at all times be adequately diversified
within the meaning of Section 817(h) of the Internal Revenue Service Code of
1986, as amended (the "Code"), and the regulations thereunder, and that at all
times wile this Agreement is in effect, all beneficial interests in the Fund
will be owned by one or more insurance companies or by any other party
permitted under Section 1.817-5(f)(3) of the Regulations promulgated under the
Code.

7. ADDITIONAL COVENANTS AND AGREEMENTS.

(a) Each party shall comply with all provisions of federal and
state laws applicable to its respective activities under this Agreement.

(b) Each party shall promptly notify the other parties in the
event that it is, for any reason, unable to perform any of its obligations
under this Agreement.

(c) The Company covenants and agrees that all Orders accepted and
transmitted by it hereunder with respect to the Account on any Business Day
will be based upon instructions that it received from the Contract owners in
proper form prior to the Close of Trading of the Exchange on that Business Day.

(d) The Company agrees to make every reasonable effort to market
its Contracts. It will use its best efforts to give equal emphasis and
promotion to shares of the Fund as is given to other underlying investments of
the Account.

(e) The Company shall not, without the written consent of
Investors Research, make representations concerning the Issuer or the shares of
the Fund except those contained in the then-current prospectus and in current
printed sales literature approved by Investors Research or the Issuer.

(f) Advertising and sales literature with respect to the Issuer or the
Fund prepared by the Company or its agents, if any, for use in marketing shares
of the Fund as underlying investment media to Contract owners shall be
submitted to Investors Research for review and approval before such material is
used.

(g) Investors Research will provide to the Company at least one
complete copy of all prospectuses, statements of additional information, annual
and semi-annual reports, proxy statements and all amendments or supplements to
any of the above that relate to the Fund promptly after the filing of such
document with the SEC or other regulatory authorities. Investors Research will
provide the Company at least one complete copy of the most recent registration
statement of the Issuer upon request.

5
<PAGE> 54
(h) The Company will provide to Investors Research at least one
complete copy of all registration statements, prospectuses, statements of
additional information, annual and semi-annual reports, proxy statements, and
all amendments or supplements to any of the above that relate to the Account
promptly after the filing of such document with the SEC or other regulatory
authority.

8. USE OF NAMES. Except as otherwise expressly provided for in
this Agreement, neither Investors Research nor the Issuer shall use any
trademark, trade name, service mark or logo of the Company, or any variation of
any such trademark, trade name, service mark or logo, without the Company's
prior written consent, the granting of which shall be at the Company's sole
option. Except as otherwise expressly provided for in this Agreement, the
Company shall not use any trademark, trade name, service mark or logo of the
Issuer or Investors Research, or any variation of any such trademarks, trade
names, service marks, or logos, without the prior written consent of either the
Issuer or Investors Research, as appropriate, the granting of which shall be at
the sole option of Investors Research and/or the Issuer.

9. PROXY VOTING.

(a) The Company shall provide pass-through voting privileges to
all Contract owners so long as the SEC continues to interpret the 1940 Act as
requiring such privileges. It shall be the responsibility of the Company to
assure that it and the separate accounts of the other Participating Companies
(as defined in SECTION 11(a) below) participating in the Fund calculate voting
privileges in a consistent manner.

(b) The Company will distribute to Contract owners all proxy
material furnished by Investors Research and will vote shares in accordance
with instructions received from such Contract owners. The Company shall vote
Fund shares for which no instructions have been received in the same proportion
as shares for which such instructions have been received. The Company and its
agents shall not oppose or interfere with the solicitation of proxies for Fund
shares held for such Contract owners.

10. INDEMNITY.

(a) Investors Research agrees to indemnify and hold harmless the
Company and its officers, directors, employees, agents, affiliates and each
person, if any, who controls the Company within the meaning of the Securities
Act of 1933 (collectively, the "Indemnified Parties" for purposes of this
SECTION 10(a)) against any losses, claims, expenses, damages or liabilities
(including amounts paid in settlement thereof) or litigation expenses
(including legal and other expenses) (collectively, "Losses"), to which the
Indemnified Parties may become subject, insofar as such Losses result from a
breach by Investors Research of a material provision of this Agreement.
Investors Research will reimburse any legal or other expenses reasonably
incurred by the Indemnified Parties in connection with investigating or
defending any such Losses. Investors Research shall not be liable for
indemnification hereunder if such Losses are

6
<PAGE> 55
attributable to the negligence or misconduct of the Company in performing its
obligations under this Agreement.

(b) The Company agrees to indemnify and hold harmless Investors
Research and the Issuer and their respective officers, directors, employees,
agents, affiliates and each person, if any, who controls the Issuer or
Investors Research within the meaning of the Securities Act of 1933
(collectively, the "Indemnified Parties" for purposes of this SECTION 10(b))
against any Losses to which the Indemnified Parties may become subject, insofar
as such Losses result from a breach by the Company of a material provision of
this Agreement. The Company will reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Losses. The Company shall not be liable for
indemnification hereunder if such Losses are attributable to the negligence or
misconduct of Investors Research or the Issuer in performing their obligations
under this Agreement.

(c) Promptly after receipt by an indemnified party hereunder of
notice of the commencement of action, such indemnified party will, if a claim
in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party otherwise than under this SECTION 10. In
case any such action is brought against any indemnified party, and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein and, to the extent that it may wish to,
assume the defense thereof, with counsel satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party
of its election to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party under this SECTION 10 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation.

(d) If the indemnifying party assumes the defense of any such
action, the indemnifying party shall not, without the prior written consent of
the indemnified parties in such action, settle or compromise the liability of
the indemnified parties in such action, or permit a default or consent to the
entry of any judgement in respect thereof, unless in connection with such
settlement, compromise or consent, each indemnified party receives from such
claimant an unconditional release from all liability in respect of such claim.

11. POTENTIAL CONFLICTS.

(a) The Company has received a copy of an application for
exemptive relief, as amended, filed by Investors Research on December 21, 1987,
with the SEC and the order issued by the SEC in response thereto (the "Shared
Funding Exemptive Order"). The Company has reviewed the conditions to the
requested relief set forth in such application for exemptive relief. As set
forth in such application, the Board of Directors of the Issuer (the "Board")
will monitor the Issuer for the existence of any material irreconcilable
conflict between the interests of the contract owners of all separate accounts
("Participating Companies") investing in funds of the

7
<PAGE> 56
Issuer. An irreconcilable material conflict may arise for a variety of
reasons, including: (i) an action by any state insurance regulatory authority;
(ii) a change in applicable federal or state insurance, tax, or securities laws
or regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar actions by insurance, tax or securities
regulatory authorities; (iii) an administrative or judicial decision in any
relevant proceeding; (iv) the manner in which the investments of any portfolio
are being managed; (v) a difference in voting instructions given by variable
annuity contract owners and variable life insurance contract owners; or (vi) a
decision by an insurer to disregard the voting instructions of contract owners.
The Board shall promptly inform the Company if it determines that an
irreconcilable material conflict exists and the implications thereof.

(b) The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board in carrying
out its responsibilities under the Shared Funding Exemptive Order by providing
the Board with all information reasonably necessary for the Board to consider
any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.

(c) If a majority of the Board, or a majority of its disinterested
Board members, determines that a material irreconcilable conflict exists with
regard to contract owner investments in the Fund, the Board shall give prompt
notice to all Participating Companies. If the Board determines that the
Company is responsible for causing or creating said conflict, the Company shall
at its sole cost and expense, and to the extent reasonably practicable (as
determined by a majority of the disinterested Board members), take such action
as is necessary to remedy or eliminate the irreconcilable material conflict.
Such necessary action may include but shall not be limited to:

(i) withdrawing the assets allocable to the Account from
the Fund and reinvesting such assets in a different
investment medium or submitting the question of
whether such segregation should be implemented to a
vote of all affected contract owners and as
appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners,
life insurance contract owners, or variable contract
owners of one or more Participating Companies) that
votes in favor of such segregation, or offering to
the affected contract owners the option of making
such a change; and/or

(ii) establishing a new registered management investment
company or managed separate account.

(d) If a material irreconcilable conflict arises as a result of a
decision by the Company to disregard its contract owner voting instructions and
said decision represents a minority position or would preclude a majority vote
by all of its contract owners having an interest in the Issuer, the Company at
its sole cost, may be required, at the Board's election, to withdraw the
Account's investment in the Issuer and terminate this Agreement; provided,
however, that such withdrawal

8
<PAGE> 57
and termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.

(e) For the purpose of this SECTION 11, a majority of the
disinterested Board members shall determine whether or not any proposed action
adequately remedies any irreconcilable material conflict, but in no event will
the Issuer be required to establish a new funding medium for any Contract.
The Company shall not be required by this SECTION 11 to establish a new funding
medium for any Contract if an offer to do so has been declined by vote of a
majority of the Contract owners materially adversely affected by the
irreconcilable material conflict.

12. TERMINATION. This agreement shall terminate as to the sale
and issuance of new Contracts:

(a) at the option of either the Company, Investors Research or the
Issuer upon six months' advance written notice to the other;

(b) at the option of the Company if the Fund's shares are not
available for any reason to meet the requirement of Contracts as determined by
the Company. Reasonable advance notice of election to terminate shall be
furnished by Company;

(c) at the option of either the Company, Investors Research or the
Issuer, upon institution of formal proceedings against the broker-dealer or
broker-dealers marketing the Contracts, the Account, the Company, or the Issuer
by the National Association of Securities Dealers, Inc. (the "NASD"), the SEC
or any other regulatory body;

(d) upon termination of the Management Agreement between the
Issuer and Investors Research. Notice of such termination shall be promptly
furnished to the Company. This SUBSECTION (d) shall not be deemed to apply if
contemporaneously with such termination a new contract of substantially similar
terms is entered into between the Fund and Investors Research;

(e) upon the requisite vote of Contract owners having an interest
in the Issuer to substitute for the Issuer's shares the shares of another
investment company in accordance with the terms of Contracts for which the
Issuer's shares had been selected to serve as the underlying investment medium.
The Company will give 60 days' written notice to the Issuer and Investors
Research of any proposed vote to replace the Fund's shares;

(f) upon assignment of this Agreement unless made with the written
consent of all other parties hereto;

(g) if the Issuer's shares are not registered, issued or sold in
conformance with Federal law or such law precludes the use of Fund shares as an
underlying investment medium of Contracts issued or to be issued by the
Company. Prompt notice shall be given by either party should such situation
occur; or

9
<PAGE> 58
(h) at the option of the Issuer, if the Issuer reasonably
determines in good faith that the Company is not offering shares of the Fund in
conformity with the terms of this Agreement or applicable law.

(i) at the option of any party hereto upon a determination that
continuing to perform under this Agreement would, in the reasonable opinion of
the terminating party's counsel, violate any applicable federal or state law,
rule, regulation or judicial order.

13. CONTINUATION OF AGREEMENT. Termination as the result of any
cause listed in SECTION 12 shall not affect the Issuer's obligation to furnish
its shares to Contracts then in force for which its shares serve or may serve
as the underlying medium unless such further sale of Fund shares is proscribed
by law or the SEC or other regulatory body.

14. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees
that this Agreement and the arrangement described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.

15. SURVIVAL. The provisions of SECTION 8 (use of names) and
SECTION 10 (indemnity) of this Agreement shall survive termination of this
Agreement.

16. AMENDMENT. Neither this Agreement, nor any provision hereof,
may be amended, waived, discharged or terminated orally, but only by an
instrument in writing signed by all of the parties hereto.

17. NOTICES. All notices and other communications hereunder shall
be given or made in writing and shall be delivered personally, or sent by
telex, telecopier, express delivery or registered or certified mail, postage
prepaid, return receipt requested, to the party or parties to whom they are
directed at the following addresses, or at such other addresses as may be
designated by notice from such party to all other parties.

To the Company:

Connecticut General Life Insurance Company
Two Liberty Place
1601 Chestnut Street
Philadelphia, PA 19192-2475
Attention: Jerold H. Rosenblum
(215) 761-1975 (telephone number)
(215) 761-5614 (telecopy number)

10
<PAGE> 59
To the Issuer or Investors Research:

Twentieth Century Mutual Funds
4500 Main Street
Kansas City, Missouri 64111
Attention: Charles A. Etherington
(816) 340-4051 (telephone number)
(816) 340-4964 (telecopy number)

Any notice, demand or other communication given in a manner prescribed in this
SECTION 17 shall be deemed to have been delivered on receipt.

18. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned
without the written consent of all parties to the Agreement at the time of such
assignment. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective permitted successors and assigns.

19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Agreement by signing any such counterpart.

20. SEVERABILITY. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.

21. ENTIRE AGREEMENT. This Agreement, including the Attachments
hereto, constitutes the entire agreement between the parties with respect to
the matters dealt with herein, and supersedes all previous agreements, written
or oral, with respect to such matters.

11
<PAGE> 60

IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date set forth above.

<TABLE>
<S> <C>
CONNECTICUT GENERAL LIFE INVESTORS RESEARCH CORPORATION
INSURANCE COMPANY

By: /s/ LYNN E. ABRAHAM By: /s/ WILLIAM M. LYONS
---------------------------- -----------------------------
Name: Lynn E. Abraham William M. Lyons
-------------------------- Executive Vice President
Title: Vice President
-------------------------

TCI PORTFOLIOS, INC.

By: /s/ WILLIAM M. LYONS
------------------------------
William M. Lyons
Executive Vice President
</TABLE>

<PAGE> 1

EXHIBIT 1 A (10)

FORM OF APPLICATION FOR
GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICY
<PAGE> 2
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)
<PAGE> 3

<TABLE>
<S> <C> <C>
GROUP VARIABLE UNIVERSAL LIFE INSURANCE (GVUL) Connecticut General Life Insurance Company
APPLICATION a CIGNA company
-----------------------------------------------------------
Mail to: [Customer Service Center] [CIGNA LOGO]
[P.O. Box _______]
(COMPANY NAME/LOGO) [Lehigh Valley, PA 18002-0161]
[1-800-828-3485]

[GROUP POLICY #] [BILLING LOCATION #]
[WORK STATION #] [APPLICATION #]
Please refer to instructions while completing this form.
</TABLE>

<TABLE>
<S> <C>
EMPLOYEE INFORMATION
- --------------------------------------------------------------------------------------------------------------------------------
Social Security Number Date of Birth Date of Hire Annual Salary
___/__/____ ______/____/____ ______/____/____
MONTH DAY YEAR MONTH DAY YEAR
- --------------------------------------------------------------------------------------------------------------------------------
Name LAST FIRST M.I. Sex [Employee] Number

/ / Male / / Female
- --------------------------------------------------------------------------------------------------------------------------------
Home Address NO. STREET CITY STATE ZIP CODE

- --------------------------------------------------------------------------------------------------------------------------------
State of Residence Telephone: Home ( ) - Application Type (Check one box)
Work ( ) - / / Initial/Open Enrollment
- -------------------------------------------------------------- / / New Hire / / Late Entrant
-------------------- / / Reinstatement
Personal Identification Number | | | | |
--------------------
(Select a 4-digit number and enter in boxes.)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C>
AUTHORIZATION/WAIVER

(Check one box)

/ / [I authorize my employer to make the appropriate payroll
deductions for the coverage as specified below and to
release salary or other necessary information to the
administrators of this program.] I authorize the Customer
Service Center to accept my telephone orders for investment
transfers, requests for changes, loans, withdrawals, as
allowed by law. The Connecticut General Life Insurance
Company will not be legally responsible for any liability if
acting in good faith upon any change in allocation
instructions given by telephone, or for the authenticity of
such instructions.

/ / I certify that I have been given the opportunity to enroll
for the Group Variable Universal Life Insurance Program and,
after careful consideration, have decided not to enroll at
this time.
- --------------------------------------------------------------------------------------------------------------------------------
EMPLOYEE COVERAGE
COMPLETE IF ELECTING EMPLOYEE COVERAGE [Existing ___________ Coverage: $XXX,XXX]
I wish to select the following insurance
amount (check one): [ / /1x / /2x / /3x / /4x / /5x Annual Salary]

I elect to contribute $________________________________ each month to my Cash Value Accumulation Fund.
(EXAMPLE: $25, $50, $100, ETC.)
[/ / I elect the Automatic Salary Increase Feature.] [/ / I elect the Accidental Death Benefit
for myself.]

[/ / I elect the Accelerated Payment Benefit for myself.]

[Have you smoked cigarettes or used other forms of tobacco in the last 12 months? / / Yes / / No]
- --------------------------------------------------------------------------------------------------------------------------------
SPOUSE COVERAGE

COMPLETE IF ELECTING SPOUSE COVERAGE I am currently married and my date
of marriage is: ______/____/____
MONTH DAY YEAR

Indicate insurance amount for spouse [(in increments
of $10,000)]: $______________________
[(MAXIMUM OF $50,000)]
I elect to contribute $_________________________ each month to my spouse's Cash Value Accumulation Fund.
(EXAMPLE: $25, $50, $100, etc.)

[/ / I elect the Accelerated Payment Benefit for my spouse.] [/ / I elect the Accidental Death Benefit
for my spouse.]

[Has your spouse smoked cigarettes or used other forms of tobacco in the last 12 months? / / Yes / / No]

- --------------------------------------------------------------------------------------------------------------------------------
Name of Spouse LAST FIRST M.I. Spouse Sex

/ / Male / / Female

- --------------------------------------------------------------------------------------------------------------------------------
Spouse Social Security Number Spouse Date of Birth

_____/__/____ ______/____/_____
MONTH DAY YEAR
- --------------------------------------------------------------------------------------------------------------------------------
CHILD(REN)

COMPLETE IF ELECTING DEPENDENT CHILD(REN) COVERAGE

I currently have eligible dependent child(ren) and elect the following amount of coverage.

[/ / $5,000 coverage or / / $10,000 coverage]
- --------------------------------------------------------------------------------------------------------------------------------
[EXISTING COVERAGE]

[You have the option to continue or / / Continue or / / Cancel CIGNA GUL coverage for yourself
--
cancel your CIGNA Group Universal / / Continue or / / Cancel CIGNA GUL coverage for your spouse
--
Life (GUL) coverage. Please indicate / / Cancel your CIGNA GUL and rollover your cash value to your new
if you wish to: GVUL plan.
/ / Cancel spouse CIGNA GUL and rollover cash value to
his/her new GVUL plan.]
- --------------------------------------------------------------------------------------------------------------------------------
XX-605489 CATALOG NUMBER: GVUL [Generic Personalized]

07-27-95

</TABLE>
<PAGE> 4
FOR AMOUNTS EXCEEDING THE GUARANTEED ISSUE AMOUNT

Please complete these questions if your, or your spouse's, selection exceeds
the coverage available without providing medical proof of good health.

<TABLE>
<S> <C> <C>
During the last five years - Have you or your spouse been diagnosed with, or received
- --------------------------
treatment by/from a member of the medical profession for, any conditions listed in questions EMPLOYEE SPOUSE
A-F? Please circle the condition in the question for which you have been treated. Yes No Yes No
--- -- --- --
A. Cancer, leukemia, Hodgkin's disease, tumor or other malignancies? / / / / / / / /
B. Heart disease, stroke, elevated blood pressure, chest pain or other cardiovascular diseases? / / / / / / / /
C. Mental, emotional or nervous disorder, diabetes, disease or disorder of the thyroid, / / / / / / / /
nervous system, lungs, kidneys or liver?
D. Alcohol and/or drug addiction/abuse? / / / / / / / /
E. 1) If you reside in Georgia, Michigan or North Carolina, please answer: Chronic pneumonia, / / / / / / / /
enlarged lymph nodes, unexplained weight loss, venereal disease or AIDS (Acquired
Immune Deficiency Syndrome)?
2) If you reside in any other state, please answer: Chronic pneumonia, enlarged lymph / / / / / / / /
nodes, unexplained weight loss, venereal disease, immume system disorder, AIDS
(Acquired Immume Deficiency Syndrome) or ARC (AIDS-Related Complex)?
F. Any other condition for which you have been tested, treated, or told to get treatment, and/ / / / / / / / /
or to change or curtail your usual activities?
EMPLOYEE: Height Weight SPOUSE: Height Weight
---------- ----------- -------- --------
Give details below for those questions to which you answered yes.

Name of Employee/Spouse Condition Date Occurred Duration Current Status
----------------------- --------- ------------- --------- --------------

- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Check here / / if additional space is required. Complete and attach a separate sheet of paper. Please sign and date the
attachment.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENT SUITABILITY

Please complete the following. State and federal laws require inquiry
- ------------------------------
concerning the financial profile of variable insurance applicants. The
applicant(s) must supply this information to determine the suitability of this
product and their investment choices for them.

<TABLE>
<CAPTION>
Yes No
--- --
<S> <C> <C>
1. Did you receive the prospectus for the Group Variable Universal Life Insurance Policy? / / / /
2. Do you understand that this Group Variable Universal Life Insurance Policy is primarily a life insurance / / / /
policy, and have you carefully evaluated your need for life insurance, seeking assistance if needed?
3. Do you understand that the cash value, and the benefits provided under the plan, vary dependent / / / /
upon the investment experience of the separate account, and that the cash value may decrease,
potentially causing a lapse in the certificate and resulting loss of life insurance coverage?
4. Do you have experience in investing in mutual funds, stocks, or other investments, which do not / / / /
guarantee the return of the funds invested?
5. Please indicate your annual household income: / / Under $25,000 / / $25,000 to $50,000
/ / $50,000 to $75,000 / / $75,000 and Over
6. Please indicate your tolerance for investment risk: / / Low Risk / / Moderate Risk / / High Risk
7. Which of the following risk profiles describe(s) / / Conservative Income/Safety of Principal
the investment goal that most closely / / Income/Principal Growth
corresponds to your tolerance for risk? / / Conservative Growth/Total Return
(Check appropriate box(es)). / / Moderate Growth
/ / Aggressive Growth
8. Have you chosen funding options consistent with your risk tolerance? / / / /
9. Have you determined that investment in a group variable universal life insurance plan is appropriate / / / /
after reviewing your other investmnents (e.g., savings, real estate, insurance cash values, business interests,
retirement funds [including 401(k) plans], mutual funds, stocks, bonds, etc.)?
10. Have you reviewed the premimum (including cost of insurance requirements for spouse, dependent and / / / /
optional coverages) and administrative expense requirements for the Group Variable Universal Life
Insurance policy to determine that the ongoing premium requirements will be appropriate
expenditures relative to your annual household income, budget and investment goals?

07-26-95
</TABLE>
<PAGE> 5
INVESTMENT ALLOCATION

<TABLE>

<S> <C> EMPLOYEE SPOUSE
Please indicate how you want your, and/or your Your Options: -------- ------
spouse's, net premium payment allocated among FIXED FUND
the following funds. Allocations must be in ----------
whole numbers, in increments of 5%, and must CIGNA Fixed Interest Account % %
total 100%. Minimum allocation for any one -------- ------
fund is 5%. VARIABLE FUNDS
--------------
IMPORTANT: To prevent certificate lapse if vari- CIGNA Variable Products Money Market % %
able fund performance declines, you may want -------- ------
to allocate the cost of insurance portion of your
premium to the Fixed Interest Account. Fidelity VIP II Investment Grade Bond % %
-------- ------
If no allocation is indicated, 100% of your cash
value accumulation will be allocated to the Fidelity VIP II Asset Manager % %
Fixed Interest Account. -------- ------

CIGNA Variable Products Index % %
-------- ------

Fidelity VIP Equity Income % %
-------- ------

TCI Growth % %
-------- ------

Fidelity VIP Overseas % %
-------- ------

TOTAL 100 % 100 %
-------- ------

</TABLE>

- --------------------------------------------------------------------------------
BENEFICIARY(IES)

Designate Beneficiary(ies)

If there is no beneficiary designated, or no surviving beneficiary, benefits
will be paid to the first survivng class of the following classes of
beneficiaries: 1) Spouse; 2) Child(ren); 3) Parents; 4) Siblings
(brothers/sisters); 5) Owner's Estate.
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
FOR EMPLOYEE COVERAGE FOR COMMUNITY PROPERTY STATES

- --------------------------------- -------------------- ---------------------------------------------------------
NAME OF PRIMARY BENEFICIARY RELATION TO EMPLOYEE SPOUSE SIGNATURE
- ------------------------------------------------------------------------------------------------------------------------------------
FOR SPOUSE COVERAGE* FOR CHILD(REN) COVERAGE*

- ----------------------------------- -------------------- ------------------------------- --------------------
NAME OF PRIMARY BENEFICIARY RELATION TO EMPLOYEE NAME OF PRIMARY BENEFICIARY RELATION TO EMPLOYEE
- ------------------------------------------------------------------------------------------------------------------------------------
* The employee is the beneficiary unless otherwise designated above.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

CERTIFICATION/SIGNATURES

I HAVE READ THE ENROLLMENT MATERIAL describing the Group Variable Universal
Life Insurance Policy. I understand that my statement and answers above are
representations. To the best of my knowledge and belief, that are true and
complete. These representations are the basis of my application, I understand
that coverage in an amount that exceeds the Guaranteed Issue Amount is subject
to approval by the Insurance Company. Additional medical information may be
required to approve certain amounts of coverage.

I also understand that I am responsible to report to the Insurance Company any
change in my health prior to the effective date of my coverage, and that no
coverage, will become effective unless I am insurable and actively at work on
the effective date. I certify the I have read the section entitled MEDICAL
UNDERWRITING CERTIFICATION AND DISCLOSURE STATEMENT (see next page) and, to the
best of my knowledge, all the information on this applications true and
complete and that I am actively at work (not disabled). I understand that there
is a minimum participation requirement and that the policy may be cancelled if
that minimum is not met.

I UNDERSTAND THAT THE BENEFITS AND VALUES PROVIDED BY THIS GROUP VARIABLE
UNIVERSAL LIFE INSURANCE POLICY, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE
VARIABLE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.
FURTHERMORE, I UNDERSTAND THAT I AM SUBJECT TO INVESTMENT SUITABILITY TESTING
AND MAY NOT BE ELIGIBLE FOR THIS PRODUCT BASED ON MY RESPONSES TO THE
SUITABILITY QUESTIONS. I HAVE ANSWERED THE SUITABILITY QUESTIONS TO THE BEST
OF MY ABILITY.

Any person who, with the intent to defraud of knowingly facilitates a fraud
against an insurer, submits an applications or files a claim containing a false
or deceptive statement, is guilty of insurance fraud.

<TABLE>
<S> <C> <C> <C>
- ------------------------- ------- ---------------------------------- --------
EMPLOYEE'S SIGNATURE DATE SPOUSE'S SIGNATURE (IF APPLICABLE) DATE
</TABLE>

Please return the completed form to your employer. To keep your responses
confidential, return this form in the envelope found in your enrollment kit.

Call 1-800-XXX-XXXX if you have any questions regarding this application.

07-26-95

<PAGE> 6

MEDICAL UNDERWRITING CERTIFICATION AND DISCLOSURE STATEMENT

COLLECTION OF INFORMATION
In order to properly underwrite your insurance coverage, we must collect
certain information about your physical condition.

You are the most important source of information about your own health and, to
the degree it is possible, we will rely only on information obtained from you.
If we do find we are required to contact medical professionals or institutions,
we will contact you in order to obtain your authorization to seek this
information, which would be collected through you by mail or from medical
professionals directly to us.

DISCLOSURE
Information about you is protected by privacy laws and will be released only in
accordance with these laws. The only people who have access to the information
are employees who service your policy or claim and those who have an
insurance-related regulatory or legal need for the information. In other
situations, we will ask you for written authorization to disclose information
about you.

ACCESS AND CORRECTION
In most cases, the only information we will collect is provided by you. You are
encouraged to keep a copy of all forms for your records. If we find it is
necessary to contact medical providers or institutions with your permission,
there are procedures by which you can obtain access to the personal information
about you which we have collected. We have also established procedures by which
you may request correction, amendment or deletion of any information in our
files which you believe to be inaccurate or irrelevant. A description of these
procedures will be sent to you on request.

ELIGIBILITY CRITERIA AND CERTIFICATION
You must certify that to the best of your knowledge all the information on the
application form is true and complete and that you are actively at work (not
disabled). The insurance you have selected for yourself will begin on the
effective date, provided you are actively at work on that date. If you are not
actively at work, the effective date of your personal coverage will be delayed
until you are actively at work. If you are not actively at work, your
dependents' coverage does not begin until you return to active status. Further,
if any one of your dependents to be insured is not performing normal daily
activities on the effective date and/or is hospitalized on that date, that
dependent's effective date of coverage will be delayed until the date the
dependent is no longer hospitalized and/or resumes normal daily activities.

Normal daily activities for a spouse and child are defined as follows:

SPOUSE: A spouse will not be deemed able to do normal tasks if he
or she: (a) is hospitalized; and/or (b) is confined at home under
the care of a medical doctor for sickness or injury; and/or (c) has
had his or her level of activity significantly reduced so that he
or she requires human supervision or assistance to perform any of
the following Activities of Daily Living: mobility, transferring,
feeding, dressing or toileting -- which another person of the same
age and sex could normally perform; and/or (d) is receiving any
disability benefits from any source due to any sickness or injury.

CHILD: A child will not be deemed able to do normal tasks if he
or she: (a) is hospitalized; and/or (b) is confined at home under
the care of a medical doctor for sickness or injury.

Hospitalized means inpatient confinement for hospital care, hospice,
outpatient hospital care for chemotherapy or radiation therapy.

If you have any further questions about our privacy policy and practices,
please write to:

CIGNA
[GVUL Customer Service Center]
[Street]
[City/State/Zip Code]

07-26-95

<PAGE> 1

EXHIBIT 1 A (11)

MEMORANDUM DESCRIBING
CONNECTICUT GENERAL LIFE INSURANCE COMPANY'S
ISSUANCE, TRANSFER, AND REDEMPTION PROCEDURES
FOR THE POLICY
<PAGE> 2
Connecticut General Life Insurance Company's
Issuance, Redemption and Transfer Procedures for
Policies Pursuant to Rule 6e-3(T) (b) (12) (iii)

This document sets forth, as required by Rule 6e-3(T)(b)(12)(iii), the
administrative procedures that will be followed by Connecticut General Life
Insurance Company (the "Company") in connection with the issuance of the Group
Variable Universal Life insurance policy (the "Certificate") described in this
Registration Statement, the transfer of assets held thereunder, and the
redemption by Certificate Owners of their interests in the Policies.

-------------------------------

1. "Public Offering Price":
Purchase and Related Transactions

Set out below is a summary of the principal Certificate provisions and
administrative procedures which might be deemed to constitute, either directly
or indirectly, a "purchase" transaction. The summary shows that, because of the
insurance nature of the Policies, the procedures involved necessarily differ in
certain significant respects from the purchase procedures for mutual funds and
contractual plans.

(a) Premium Schedules and Underwriting Standards

The certificate provides for flexible premium payments. Premium payments
can be made at the frequency and in the amount selected by the Certificate
Owner except that the initial premium payment is due on the Certificate
Effective Date. There is no penalty if the premium is not paid, nor does
payment of this amount guarantee coverage for any period of time. Even if
premiums are paid, the Certificate lapses when the Net Cash Value becomes
insufficient to cover the Monthly Deduction and a Grace Period expires without
sufficient payment.

Premium payments may be made on a periodic basis (i.e., through payroll
deductions) or on a lump sum basis. All premium payments will be deemed
received when actually received by the Company at its Customer Service Center;
or if through payroll deduction, such premium payment will be deemed received
when the Company has confirmed receipt of a wire transfer into a bank account
maintained by the Company for receipt of premiums from Certificate Owners under
these Policies. Such 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 minimum premium payment required is that amount necessary to
maintain a positive Net Cash Value, however, the minimum lump sum premium
payment is $25.00. If a premium payment would require the Company as a result
of Internal Revenue Service limitations to increase the Coverage Amount, the
Company reserves the right to require evidence of good health acceptable to the
Company. If satisfactory evidence of good health is requested and not provided,
the increase in premium will be refunded without interest and without
participation of such amounts in any Fund Account. Moreover, the total of all
premium payments may not exceed then-current maximum premium limitations
established by federal law. If at any time this maximum is exceeded, the
Company will only accept that portion of the premium payment which will make
the total premiums equal the maximum and the remainder 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. Additionally, if there is any Current Outstanding Loan Balance, any lump
sum
<PAGE> 3
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
Certificate Owner and the Company.

The Policies will be offered and sold pursuant to established
underwriting standards and in accordance with state insurance laws. State
insurance laws prohibit unfair discrimination among Insureds but recognize that
mortality charges must be based upon factors such as age, sex, health and
smoker status, and occupation.

(b) Application and Initial Premium Processing

Individuals wishing to purchase a Certificate must complete an
Application. The minimum Coverage Amount of a Certificate is $10,000 for an
Insured Employee and the lesser of $10,000 or, where required by state law, 50%
of the Insured Employee's selected Coverage Amount for such Insured Employee's
spouse. Before issuing any Certificate the Company will require satisfactory
evidence of good health except that a Guaranteed Issue Amount will be
negotiated between the Company and the Group Policyholder and such amount will
be offered to the Employee and his spouse without the necessity of providing
evidence of good health.

For applicants who apply within 31 days of becoming eligible, coverage
up to the guaranteed issue amount will become effective either when the
applicant becomes eligible or when the completed application is received by the
Company, whichever is later. For applicants who apply later, and for amounts in
excess of the guaranteed issue amount, coverage will become effective when the
Company agrees in writing to insure the applicant. For employees not in active
service, the effective date of the coverage will be delayed until the return to
active service.

There is no premium payment schedule. There is no penalty if a premium
payment is not paid, nor does payment of a premium guarantee coverage for any
period of time.

When a premium payment is received, the Company will deduct a Premium
Load to cover state premium taxes and the effect of federal income taxes. All
or part of the Premium Load may be waived when coverage under the Policy is
issued in exchange for a policy or certificate of life insurance underwritten
by the Company or an affiliate. The balance of the premium (the "Net Premium
Payment") will be applied to the Fund Accounts of the Separate Account at the
accumulation unit value determined at the end of the Valuation Period when the
payment is received and to the Fixed Account in accordance with a Certificate
Owner's allocation election in effect at that time, and before any other
deductions which may be due are made (except that any lump sum premium payment
will be first applied to offset a Current Outstanding Loan Balance, if such
exists).

A Certificate may be returned for cancellation and a full refund of
premium payments made within 30 days after the Certificate is received, unless
otherwise stipulated by state law requirements. Any premium payment made prior
to the expiration of the 30 day Right to Examine period will be held in the
Fixed Account and not allocated to the Fund Accounts even if the Certificate
Owner may have so directed until three business days following the expiration
of the Right to Examine period. If the Certificate is returned for cancellation
in a timely fashion, the refund of premiums paid by check may be delayed until
the check clears the bank upon which it is drawn. Any refund will be in the
amount of premium paid less the amount of any partial surrenders or loans plus
interest accrued on the loans.

(d) Repayment of Indebtedness
<PAGE> 4
The effective annual loan interest rate is 8%, which is payable in
arrears. Loan interest for the Policy Year in which a loan is taken will be
due on the next Policy Anniversary Date or upon surrender or upon termination
of the Certificate. Interest not paid within 30 days of coming due will be
added to the Loan Balance as of the date on which it became due. Funds equaling
the change in the amount of the Loan Balance will, from time to time as the
Loan Balance changes, be transferred from the Fund Accounts and the Fixed
Account to the Loan Account. If Certificate values are held in more than one
funding option, withdrawals from each funding option will be made
proportionately from the values in each funding option at the time of the
transfer, unless the Company is instructed otherwise by the Owner in writing at
the Customer Service Center.

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

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

Upon repayment of all or any portion of a Certificate Loan, and
corresponding reduction of the Loan Balance, funds in the Loan Account in an
amount equal to the amount of the repayment will be transferred to the funding
options according to current Net Premium Payment allocations.

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

(e) Correction of Misstatement of Age

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

2. "Redemption Procedures":
Surrender and Related Transactions

This section outlines those procedures which might be deemed to
constitute redemptions under the Certificate. These Procedures differ in
certain significant respects from the redemption procedures for mutual funds
and contractual plans.

(a) Account Values

The owner of a Certificate may make a Partial Surrender or Full
Surrender of the Certificate to receive part or all of the Certificate's Net
Cash Value, at any time while the Certificate is in effect. A $25 transaction
fee is charged for both Partial and Full Surrenders. The Net Cash Value of the
Certificate is the amount invested in the Fund Accounts and the Fixed Account.
The Net Cash Value of the Certificate is held in one or more Fund Accounts of
the Separate Account and the Fixed Account. Initially,this value equals the
amount of the first Net Premium Payment made under the Certificate. This amount
is allocated among the Fixed Account and the Fund Accounts according to
<PAGE> 5
the allocation percentages requested in the Application, or as subsequently
changed by the Certificate Owner.

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

Partial Surrenders may be made at any time by written request to the
Customer Service Center. The minimum amount of a Partial Surrender is $250 and
the amount of a Partial Surrender may not exceed 90% of the Net Cash Value at
the end of a Valuation Period in which the election would become effective. A
Partial Surrender (along with the $25 transaction charge) will be made on a pro
rata basis from the Fixed Account and/or Fund Accounts if Net Cash Value is
attributable to more than one funding option,unless the Certificate Owner and
the Company agree otherwise.

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

Withdrawals from the Fund Accounts will generally be paid within 7
calendar days of receipt of the written request.(1)

(b) Benefit Claims

As long as the Certificate remains in force, the Company will pay a
Death Benefit to the named Beneficiary generally within 7 days after receipt,
at the Customer Service Center, of due proof of the Insured's death (a
certified copy of the death certificate) plus such other documentation as the
Company may require as proof of a covered claim under the Certificate. The
Death Benefit is equal to the greater of the Coverage Amount plus the Net Cash
Value, or the Corridor Death Benefit and will be calculated as of the date of
an Insured's death. The Company may delay payment of the Death Benefit.(2) In
particular, during the first two certificate years and in other circumstances
in which the Company may have a basis for contesting the claim, there can be a
delay beyond the 7 day period. The company will investigate death claims
arising within the two-year contestable period and the suicide waiting period
as appropriate.(3)

If the Company determines that coverage should not have been in force as
a result of investigation during the first two certificate years or that death
resulted from a suicide during the

-------------------------

(1) Payment from the Separate Account may be postponed whenever;
(i) the New York stock Exchange is closed other than for
customary weekend and holiday closings, or trading on the
New York Stock Exchange is restricted as determined by the
SEC; or (ii) on the Friday following Thanksgiving Day or
(iii) an emergency exists, as determined by the SEC, as a
result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to determine
the value of the Separate Account's net assets. Payment from
the portion of the Cash Value held in the Fixed Account may
be postponed up to six months. Payments under the Policy of
any amount paid by check may be postponed until such time as
the check has cleared the check issuer's bank.

(2) See supra note 1.

(3) Death Benefits attributable to an increase in the coverage
Amount may be contested within two years of the effective
date of such increase.
<PAGE> 6
suicide waiting period, the Company will return all premium paid less any
Certificate Loans (plus interest) and less the amount of any Partial
Surrenders.

The Company adds interest to a Death Benefit from the date of death to
the date of payment as required by state law.

Using the Certificate's Cash Value as security, the Certificate owner
can borrow any amount up to 90% of the Net Cash Value. The Company will not
grant a loan which would require that the Loan Account Value be greater than
90% of the Net Cash Value.

The Loan Balance is equal to the amount of all loans under the
Certificate, less any repayments, plus interest which accrues daily. Interest
payments are due on each Certificate Anniversary Date.If not paid within 30
days of coming due , interest will be added to the Loan Balance as of the date
due and, as part of the loan, will bear interest on the same terms. The loan
amount requested will be secured by amounts taken from the Fund Accounts and/or
the Fixed Account in proportion to the relative values of the Fund Accounts
and the Fixed Account on the date of the loan. Funds will be transferred from
the Fund Accounts by redeeming units at the net unit value for that Valuation
Period and purchasing units in the account to which the transfer is made. The
Loan Account Value will accrue interest at a rate of not less than 6%. If the
Loan Balance exceeds the Net Cash Value, the Company may terminate the
Certificate.

The Loan Balance will bear interest at the rate of 8% per year.

The Loan Balance may be repaid in full or in part at any time while the
Insured is living and the Certificate is in force. Upon repayment of all or any
portion of a Certificate Loan, and corresponding reduction of the Loan Balance,
funds in the Loan Account in an amount equal to the amount of the repayment
will be transferred to the funding options according to current Net Premium
Payment allocations.

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

(d) Certificate Termination

The Certificate does not terminate for failure to pay premiums since
payments, other than the initial premium, are not specifically required.
Rather, if on the day a Monthly Deduction is due, the Net Cash Value is less
than the Monthly Deduction for the next Certificate month, coverage will lapse
if, payment is not made during the Grace Period to allow the Net Cash Value to
cover the Monthly Deduction due, the Grace Period for such payment shall extend
61 days from the date the Company notifies the Owner that the Net Cash Value is
insufficient to cover the due Monthly Deduction. (4)

The Company allows at least 61 days to pay any premium necessary to
cover the overdue Monthly Deduction. The Company will send the Owner a lapse
notice at least 61 days before the Grace Period expires. During the Grace
Period, the Certificate remains in force.If the Company does not receive the
required payment before the end of the Grace Period, the Certificate will lapse
and

------------------------

(4) Payroll deductions will be adjusted to reflect changes in
coverage amounts and rates.

<PAGE> 7
there will be no Cash Value or Death Benefit. If the Insured dies during the
grace Period, the Company will pay the Death Benefit. However, these proceeds
will be reduced by the amount of any Monthly Deduction for the full Certificate
month or months that run from the beginning of the Grace Period through the
Certificate month in which the Insured dies and by the amount of the excess
Certificate loan.

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

(e) Recissions

If a Certificate is rescinded under the Suicide provision of the Policy,
the Company will return all premiums paid by the insured, less any certificate
Loans and/or Partial Surrenders. If a Certificate is rescinded during the
contestability period for reasons other than the Suicide of the insured, the
premium paid for the amount of insurance contested will be returned.
Accumulated Cash Value, certificate Loans, and Partial Surrenders will not be
reversed as adjustments to the policy unless the recission of the contested
amount of insurance would reduce the Coverage Amount such that the Certificate
would fail to meet the definition of a life insurance contract under the
Internal Revenue Code.

3. Transfers

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

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

Transfers may be made in writing (or by telephone if telephone
transactions have been authorized in writing). To make a telephone transfer,
the Certificate Owner must call the Customer Service Center and provide, as
identification, his Certificate number, his Social Security number, and his
personal identification number. A customer service representative will then,
upon ascertaining that telephone transfers are authorized for that Certificate,
take the transfer request, which will be processed as of the same day and
confirmed within five business days. The Company disclaims all liability for
losses resulting from unauthorized or fraudulent telephone transactions; but,
acknowledges that if it does not follow these procedures, which it believes to
be reasonable, it may be liable for such losses.
<PAGE> 8
Any transfers among the Fund Accounts or from a Fund Account to the
Fixed Account will result in the crediting and cancellation of Variable
Accumulation Units based on the Variable Accumulation Unit values next
determined after a written request is received at the Customer Service Center.

Through a process called Dollar Cost Averaging, the Certificate Owner
may systematically transfer specified dollar amounts from the Money Market
Fund Account to the other Fund Accounts at regular intervals.

Election of this arrangement may occur at any time by properly
completing the dollar Cost Averaging election form, returning it to the Company
so it is received by the tenth of the month, to be effective the following
month, and ensuring that sufficient value (at least $3,000) is in the Money
Market Fund Account.

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

There is currently no charge for Dollar Cost Averaging; however, Dollar
Cost Averaging transfers are counted among the twelve free transfers per
Certificate Year. The Company reserves the right to charge for this program. In
the event there are additional transfers, a transfer fee will be charged. The
Company does not intend to profit from any such charge.

EXCHANGE PROCEDURE

Where required by state law, the Owner may, within eighteen months of the
Certificate Effective Date, exchange his Certificate for a Certificate of
insurance under a group flexible premium life insurance policy issued by the
Company ("Exchange Policy"). The date of issue and the age at issue of the
Certificate under the Exchange Policy shall be the same as for the Certificate
under the Policy. Additional coverage and riders elected by the Owner under the
Certificate will be provided on the Exchange Policy to the extent available.
Premium rates will be those in effect under the Exchange Policy at the time of
exchange for the class of eligible persons into which the insured falls. Cash
values will be equitably adjusted under the Exchange Policy.

<PAGE> 1

EXHIBIT 2

Opinion of Counsel as to the Legality
of the Securities being Registered
<PAGE> 2

Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549

Re: Form S-6 Registration Statement
CG Variable Life Insurance Separate Account A (the "Separate Account")

Dear Sirs:

As Chief Counsel of the CIGNA Group Insurance Division of Connecticut General
Life Insurance Company (the "Company"), I am familiar with the actions of the
Board of Directors establishing the Separate Account and its method of
operation and authorizing the filing of a registration statement under the
Securities Act of 1933 for the securities to be issued by the Separate Account
and the Investment Conmpany Act of 1940 for the Account itself.

In the course of preparing this opinion, I have reviewed the Certificate of
Incorporation and the By-Laws of the Company, the Board actions with respect to
the Separate Account, and such other matters as I deemed necessary or
appropriate. Based on such a review, I am of the opinion that the group
variable universal life insurance policies (and the certificates thereunder)
which are the subject of the registration statement under the Securities Act of
1933 being filed for the Separate Account will, when issued, be legally issued
and will represent the binding obligations of the Company, the depositor for
the Separate Account.

I consent to the use of this opinion as an Exhibit to said Registration
Statement and to the reference to me under the heading "Experts" in said
Registration Statement.

Very truly yours,

/s/ Jerold H Rosenblum

Jerold H. Rosenblum
Chief Counsel

<PAGE> 1

EXHIBIT 5

Opinion of Benjamin Clement
as to Actuarial Matters
<PAGE> 2

Connecticut General Life Insurance Company
Two Liberty Place
1601 Chestnut Street
Philadelphia, PA 19192

Re: CG Variable Life Insurance Separate Account A
Registration Statement S-6 File No. 33-60967

Ladies and Gentlemen:

This opinion is furnished in connection with the Registration Statement filed
by Connecticut General Life Insurance Company under the Securities Act of 1933
recorded as File No. 33-60967.The prospectus included in the Registration
Statement on Form S-6 describes flexible premium group variable universal life
insurance policies (the "Policies"). The forms of Policies were prepared under
my direction, and I am familiar with the Registration Statement, as amended ,
and Exhibits thereto.

In my opinion, the illustrations of benefits under the Policies included in the
Section entitled "Illustrations" in the prospectus, based on assumptions stated
in the illustrations, are consistent with the provisions of the respective
forms of the Policies. The age selected in the illustrations is representative
of the manner in which the Policy operates.

In addition, I have reviewed the discount rate used in calculating the present
value of Connecticut General Life Insurance Company's future tax deductions
resulting from the amortization of its deduction for certain acquisition costs.
In my opinion, the DAC tax charge is reasonable in relation to Connecticut
General Life Insurance company's increased federal tax burden under section 848
resulting from the receipt of premiums; the targeted rate of return used in
calculating such charges is reasonable; and the factors taken into account by
Connecticut General Life Insurance Company in determining the targeted rate of
return are appropriate.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
prospectus.
Very truly yours,

/s/ Benjamin A. Clement
-----------------------
Benjamin A. Clement, FSA, MAAA
Associate Actuary

<PAGE> 1

EXHIBIT 6

Consent of Price Waterhouse LLP
<PAGE> 2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Pre-Effective Amendment No. 2 to the registration statement of the CG Variable
Life Insurance Separate Account A on Form S-6 of our report dated February 13,
1995, relating to the consolidated financial statements of Connecticut General
Life Insurance Company, which appears in such Prospectus. We also consent to
the reference to us under the heading "Experts" in such Prospectus.

PRICE WATERHOUSE LLP
Hartford, Connecticut
December 22, 1995

<PAGE> 1

EXHIBIT 7

Consent of Counsel

<PAGE> 2

SEE EXHIBIT 2

<PAGE> 1

EXHIBIT 8

Opinion and Consent of
Jorden, Burt, Berenson & Johnson
<PAGE> 2

December 20, 1995

Connecticut General Life
Insurance Company
Two Liberty Place
1601 Chestnut Street
P.O. Box 7716
Philadelphia, PA 19192-2475

Gentlemen:

We hereby consent to the reference to our name under the caption "Legal
Matters" in the Prospectus contained in Pre-Effective Amendment No. 2 to the
Registration Statement on Form S-6 (File No. 33-60967) filed by Connecticut
General Life Insurance Company ("CG Life") and CG Variable Life Insurance
Separate Account A with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940.

Very truly yours,

/s/

Jorden, Burt, Berenson & Johnson