CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A, 485BPOS, 2000-04-28

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A
485BPOS, 2000-04-28

Previous: SAFESCIENCE INC, S-1, 2000-04-28

Next: AVERY COMMUNICATIONS INC, 10KSB40/A, 2000-04-28

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

POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-6

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

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

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(Name of Depositor)

900 Cottage Grove Road, Bloomfield, Connecticut 06152
(203) 726-6000
(Address and Telephone Number of Depositor's Principal Executive Offices)

<TABLE>
<S> <C>
Michael A. James, Esquire Copy to:
Connecticut General Life Insurance Company Walter E. Heindl, Esquire
Two Liberty Place Two Liberty Place
21st Floor 21st Floor
Philadelphia, PA 19192 Philadelphia, PA 19192
(Name and Address of Agent for Service)
Michael Berenson, Esquire
Suite 400 East
1025 Thomas Jefferson St., N.W.
Washington, D.C. 20007-0805
</TABLE>

Approximate date of proposed public offering: Continuous

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

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

Page 1
<PAGE> 2
with this declaration.

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

It is proposed that this filing will become effective:

__________ immediately upon filing pursuant to paragraph (b) of Rule 485

_____X____ on May 1, 2000, pursuant to paragraph (b) of Rule 485

__________ 60 days after filing pursuant to paragraph (a) of Rule 485 on May 1,
1999, pursuant to paragraph (a) of Rule 485

Page 2
<PAGE> 3

CONNECTICUT GENERAL LIFE
INSURANCE COMPANY

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A

Home Office Location:
900 Cottage Grove Road
Hartford, Connecticut 06152

[Cigna Group Insurance Logo]

Mailing Address:
CIGNA
Lehigh Valley Corporate Center
1455 Valley Center Parkway
Bethlehem, PA 18017
(800) 225-0646

THE GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICY

THE POLICY is a GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICY.

The Policy is a GROUP POLICY. It is a contract between us, Connecticut
General Life Insurance Company, and a GROUP POLICYHOLDER, which may be an
EMPLOYER, a LABOR UNION, a TRUSTEE on behalf of an employer or labor union, or
some other group permitted by law.

Eligible persons who enroll and are accepted will receive a CERTIFICATE OF
INSURANCE which describes their benefits under the Policy. Depending on the
terms of a specific plan, Certificates of Insurance may also be available to the
spouse of an employee or member.

Your Certificate may terminate if at any time you are no longer eligible.
The Policy may allow your Certificate to stay in force in some cases, or you may
be allowed to convert to an individual life insurance Policy.

We and the Group Policyholder reserve the right to change the terms of the
Group Policy, or to terminate the Group Policy, subject to the requirements of
state law.

This Prospectus describes the features of the Group Policies that we offer
to Group Policyholders. The terms of the specific Group Policy offered to your
employer or union will be set forth in a DETAILED BROCHURE which will accompany
or follow this Prospectus. These terms will also be included in your
Certificate.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY STATEMENT TO THE
CONTRARY IS A CRIME.

THIS PROSPECTUS IS VALID AND COMPLETE ONLY WHEN IT IS ACCOMPANIED BY THE
CURRENT PROSPECTUSES OF EACH OF THE VARIABLE FUNDS. PLEASE READ THIS WITH CARE.
PLEASE KEEP THE PROSPECTUSES WITH YOUR IMPORTANT PAPERS FOR FUTURE REFERENCE.

THIS PROSPECTUS IS NOT AN OFFER TO SELL, AND DOES NOT SOLICIT AN OFFER TO
BUY, A CERTIFICATE UNDER THE POLICY IN ANY STATE WHERE THE POLICY CANNOT LEGALLY
BE OFFERED, OR WITH RESPECT TO ANY PERSON TO WHOM THE POLICY CANNOT LEGALLY BE
OFFERED.

PROSPECTUS DATED MAY 1, 2000
<PAGE> 4

HIGHLIGHTS

The Policy pays a LIFE INSURANCE BENEFIT in the event of your death.
Depending on the plan chosen by the Group Policyholder, the Policy may also
provide the following benefits:

-- Term life insurance benefits on your SPOUSE OR DEPENDENT CHILDREN.

-- Additional benefits for ACCIDENTAL DEATH.

-- Payment of part of the life insurance benefit while you are living, in
case of TERMINAL ILLNESS.

-- Other benefits permitted by law.

See pages 14-18 for a description of the Policy's insurance benefits.

The Policy is a UNIVERSAL LIFE INSURANCE POLICY. The Policy builds CASH
VALUE. You may obtain loans from us, using this Cash Value as security. You may
also withdraw all or part of the Cash Value. Any Cash Value which has not been
loaned is added to your life insurance coverage amount, and is part of the death
benefit paid to your beneficiary.

See pages 18-19 for a description of the Policy's Cash Value and loan
features.

The Policy provides for FLEXIBLE PREMIUM PAYMENTS. Your monthly premium
must, when you first apply, be at least enough to cover your monthly insurance
and expense charges. You may increase your premiums, or make lump-sum premium
payments, up to the limits permitted by the Internal Revenue Code for life
insurance policies. If you have Cash Value, you may reduce premiums or stop them
altogether, and monthly charges will be deducted from your Cash Value. If at any
time your Cash Value is less than the amount needed to pay monthly charges, your
Certificate will LAPSE (terminate) after a grace period.

See pages 9-12 for a description of the Policy's premium provisions.

The Policy is a VARIABLE LIFE INSURANCE POLICY. Your Cash Value may be
invested:

-- In a FIXED ACCOUNT which earns interest at a rate set by us from time to
time, and whose principal and interest are guaranteed by us; and/or

-- In one or more VARIABLE FUNDS whose value depends on the investment
performance of specific mutual funds, and which is NOT GUARANTEED by us.

When you apply, you will need to choose in which fund(s) you want to invest
your Cash Value. You may, within limits, change these choices from time to time.

We currently offer the following Variable Funds:

-- CIGNA VP Money Market Fund

-- Fidelity VIP II Investment Grade Bond Portfolio

-- Fidelity VIP II Asset Manager Portfolio

-- CIGNA VP S&P 500 Index Fund

-- Fidelity VIP Equity-Income Portfolio

-- American Century VP Capital Appreciation

-- Fidelity VIP Overseas Portfolio

See pages 3-8 for a description of the Policy's available investment funds.
See pages 18-19 for a description of how your Certificate's current Cash Value
is determined.

You must pay certain FEES AND CHARGES to keep your Certificate in force.
These fees and charges are deducted from your Cash Value. These fees and charges
include:

-- A PREMIUM CHARGE on all premiums paid (as specified in the Policy). This
charge is guaranteed not to exceed 5%.

-- A monthly charge for LIFE INSURANCE COVERAGE which depends on your
attained age and on your amount of life insurance coverage. The rates
will depend on a Group Policyholder's characteristics. It will never be
more than maximum rates based on 150% of the 1980 Commissioners Standard
Ordinary male mortality tables.

-- A monthly CERTIFICATE ADMINISTRATIVE EXPENSE charge. This charge will
never be more than $5.00 per month (Certificates with no Cash Value, or
with more than $10,000 of Cash Value net of loans) or $6.00 per month
(Certificates with Cash Value less than $10,000).

-- A daily MORTALITY AND EXPENSE RISK CHARGE against Cash Value invested in
the Variable Funds. This charge is at a current annual rate of 0.45%. It
is guaranteed never to be more than 0.90%.

-- FUND MANAGEMENT FEES AND OPERATING EXPENSES of each Variable Fund.

-- A TRANSACTION CHARGE of $25.00 for each partial or total surrender during
the first 20 Policy Years.

2
<PAGE> 5

-- A TRANSACTION CHARGE of $25.00 for each transfer between Variable Funds
in excess of 12 during each Policy Year.

See pages 9-12 for a description of the Policy's fees and charges.

RIGHT TO EXAMINE

When you receive your Certificate, you should read it with care. You may
return your Certificate within 30 days after you receive it. The Certificate
will be void as if it had never been issued. We will refund all premiums paid,
without interest, minus any partial surrenders, and minus any loans and
interest. Usually we will make this refund within 7 days of receiving your
request. However, if premiums were paid by check, we may wait for the check to
clear.

Any premiums will be held in the Fixed Account until three days after the
end of this 30-day period. At that time, premiums will be allocated to the Funds
as you have directed. Until that time, interest will be credited from the later
of the effective date or the date the premium was received at our customer
payment address.

This right may vary based on state law. This right shall not apply if your
Certificate was issued to replace another Group Variable Universal Life
Insurance Certificate we have issued through the Separate Account.

THE INVESTMENT FUNDS

CHOOSING INVESTMENT FUNDS

When you apply, you must choose to have your premiums allocated in any
combination to one or more of the Variable Funds and/or the Fixed Account. These
allocations must be in units of 5% and must total 100%.

You may change this allocation at any time free of charge. This change will
be applied to premiums received no later than one week after our Customer
Service Center receives notice.

We may require that all premiums be placed in the Fixed Account, if your
Cash Value is less than $500, or if you have not chosen to make premium payments
in excess of your monthly insurance and expense charge. We may also require that
an amount of premium up to the current monthly insurance and expense charge be
placed in the Fixed Account.

TRANSFERS BETWEEN FUNDS

You may transfer all or part of your Cash Value between funds, as follows:

-- From any Variable Fund(s) to the Fixed Account.

-- From one Variable Fund to another Variable Fund.

-- From the Fixed Account to one or more Variable Funds.

Transfers FROM THE FIXED ACCOUNT to the Variable Funds are subject to these
limits:

-- Transfers may only be made during the 30-day period after a Policy
Anniversary (this date will be shown in your brochure, and in your
Certificate).

-- Total value of transfers made during this 30-day period each year cannot
exceed 25% of your Cash Value in the Fixed Account as of the Policy
Anniversary.

-- We may place further limits on transfers from the Fixed Account at any
time.

Transfers FROM ANY VARIABLE FUND to the Fixed Account, or between Variable
Funds, may be made at any time. Transfers may be subject to limits as to dollar
amounts, and any limits imposed by the Variable Funds.

You may make up to 12 transfers during a Policy Year (the 12 month period
beginning on a Policy Anniversary). We charge a fee of $25.00 for each transfer
in excess of 12. We have the right to waive this fee in some cases.

To make a transfer, you must send a written request to our Customer Service
Center (whose address will be shown in your Certificate). Your transfer will be
effective as of the VALUATION DAY on which our Customer Service Center receives
your request in good order.

3
<PAGE> 6

Before you make a transfer, you should carefully consider:

-- Current market conditions.

-- Each Fund's investment policies.

-- Related risks.

Please see the brief description of each Variable Fund below, and read the
Prospectus of each Fund.
TELEPHONE TRANSFERS

You may make transfers by telephone, if you have given our Customer Service
Center written approval to accept telephone transfers.

To make a telephone transfer, you must call the Customer Service Center and
provide the following information:

-- Your Certificate Number;

-- Your Social Security Number; and

-- Your Personal Identification Number (which will be provided when you
authorize telephone transfers).

We will send you a written confirmation within 5 business days. We are not
liable for any losses that result from unauthorized or fraudulent telephone
transactions. We may be liable for these losses if we do not follow these
procedures, which we believe are reasonable.
THE FIXED ACCOUNT

The Fixed Account is not part of the Separate Account. We guarantee the
principal amount and any interest earned under the Fixed Account. We will credit
interest at a rate we specify from time to time. This rate will never be less
than 4%.

THE VARIABLE FUNDS

All Cash Value not placed in the Fixed Account must be invested in one or
more of the Variable Funds, which are described below. Each of the Variable
Funds buys shares of a portfolio of a trust or a corporation which is registered
as an open-end, diversified management investment company under the Investment
Company Act of 1940.

These funds are not the same as, and may not produce the same investment
results as, publicly available mutual funds with similar names. PLEASE READ THE
PROSPECTUS OF EACH VARIABLE FUND BEFORE INVESTING CASH VALUE IN THE FUND.
CIGNA VP MONEY MARKET FUND

The goal of this Fund is to earn high current income and maintain a stable
share price. It invests in high quality, short term money market securities of
different types. It stresses income, preservation of capital, and liquidity. It
does not seek the higher yields or capital appreciation that more aggressive
investments may provide. The Fund's yield varies from day to day, and generally
reflects current short-term interest rates and other market conditions.
FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO

This Fund seeks as high a level of current income as is consistent with the
preservation of capital. Its principal investment strategies include:

-- Investing in U.S. dollar-denominated investment-grade bonds.

-- Managing the fund to have similar overall interest rate risk to the
Lehman Brothers Aggregate Bond Index.

-- Allocating assets across different market sectors and maturities.

-- Analyzing a security's structural features, current pricing and trading
opportunities, and the credit quality of its issuer in selecting
investments.

This Fund is subject to the following principal investment risks:

-- Interest rate changes. Interest rate increases can cause the price of a
debt security to decrease.

-- Foreign exposure. Entities located in foreign countries can be affected
by adverse political, regulatory, market or economic developments in
those countries.

-- Prepayment. The ability of an issuer of a debt security to repay
principal prior to a security's maturity can cause greater price
volatility if interest rates change.

4
<PAGE> 7

When you sell your investment of the Fund, they could be worth more or less
than what you paid for them.
FIDELITY VIP II ASSET MANAGER PORTFOLIO

This Fund seeks high total return with reduced risk over the long term. It
allocates its assets among stocks, bonds, and short-term instruments. Its
principal investment strategies include:

-- Allocating the Fund's assets among stocks, bonds, and short-term and
money market instruments.

-- Maintaining a neutral mix over time of 50% of assets in stocks, 40% of
assets in bonds, and 10% of assets in short-term and money market
instruments.

-- Adjusting allocation among asset classes gradually within the following
ranges: stock class (30%-70%), bond class (20%-60%), and short term/money
market class (0%-50%).

-- Investing in domestic and foreign issuers.

-- Analyzing an issuer using fundamental and/or quantitative factors and
evaluating each security's current price relative to estimated long-term
value in selecting investments.

This Fund is subject to the following principal investment risks:

-- Stock market volatility. Stock markets are volatile and can decline
significantly in response to adverse issuer, political, regulatory,
market or economic developments. Different parts of the market can react
differently to these developments.

-- Interest rate changes. Interest rate increases can cause the price of a
debt security to decrease.

-- Foreign exposure. Foreign markets can be more volatile than the U.S.
market due to increased risks of adverse issuer, political, regulatory,
market or economic developments and can perform differently than the U.S.
market.

-- Prepayment. The ability of an issuer of a debt security to repay
principal prior to a security's maturity can cause greater price
volatility if interest rates change.

-- Issuer-specific changes. The value of an individual security or
particular type of security can be more volatile than the market as a
whole and can perform differently than the value of the market as a
whole. Lower-quality debt securities (those of less than investment-grade
quality) can be more volatile due to increased sensitivity to adverse
issuer, political, regulatory, market or economic developments.

When you sell your investments in the Fund, they could be worth more or
less than what you paid for them.
CIGNA VP S&P 500 INDEX FUND

This 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 it 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.

"S&P 500" is a trademark of Standard & Poor's Corporation which has been
licensed for our use. This Fund is not sponsored, endorsed, sold or promoted by
Standard & Poor's, which makes no representation as to the advisability of
investing in this Fund.
FIDELITY VIP EQUITY-INCOME PORTFOLIO

This Fund seeks a reasonable income. This Fund will also consider the
potential for capital appreciation. The Fund seeks a yield which exceeds the
composite yield on the securities comprising the S&P 500. Its principal
investment strategies include:

-- Investing at least 65% of total assets in income-producing equity
securities, which tends to lead to investments in large cap "value"
stocks.

-- Potentially investing in other types of equity securities and debt
securities, including lower-quality debt securities.

-- Investing in domestic and foreign issuers.

-- Using fundamental analysis of each issuer's financial condition and
industry position and market and economic conditions to select
investments.

This Fund is subject to the following principal investment risks:

-- Stock market volatility. Stock markets are volatile and can decline
significantly in response to adverse

5
<PAGE> 8

issuer, political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.

-- Interest rate changes. Interest rate increases can cause the price of a
debt security to decrease.

When you sell your investment of the Fund, they could be worth more or less
than what you paid for them.
AMERICAN CENTURY VP CAPITAL APPRECIATION

This Fund's goal is capital growth. It will seek this by investing mainly
in common stocks that are considered by the Fund managers to have
better-than-average chances of appreciation. It may buy securities only of
companies that have a record of at least three years' continuous operation.
FIDELITY VIP OVERSEAS PORTFOLIO

This Fund seeks long-term growth of capital. Its principal investment
strategies include:

-- Investing at least 65% of total assets in foreign securities.

-- Investing primarily in common stocks.

-- Allocating investments across countries and regions considering the size
of the market in each country and region relative to the size of the
international market as a whole.

-- Using fundamental analysis of each issuer's financial condition and
industry position and market and economic conditions to select
investments.

This Fund is subject to the following principal investment risks:

-- Foreign exposure. Foreign markets, particularly emerging markets, can be
more volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently than the U.S. market.

When you sell your investments in the Fund, they could be worth more or
less than what you paid for them.

6
<PAGE> 9

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

FUND PERFORMANCE

This table shows actual effective annual rates of return for each of the
Variable Funds for periods ending December 31, 1999. Please note that past rates
of return does not necessarily show future performance.

This table takes into account each Variable Fund's management fee and
operating expenses. This table does not take into account mortality and expense
charges, monthly insurance charges, or monthly certificate expense charges (see
pages 9-12). These charges, if taken into account, would lower each Variable
Fund's performance. These charges are taken into account by the illustrations
shown on pages 26-28.

<TABLE>
<CAPTION>
INCEPTION SINCE
TOTAL EFFECTIVE ANNUAL RATE OF RETURN DATE INCEPTION 10 YEARS 5 YEARS 1 YEAR
- ------------------------------------- --------- --------- -------- ------- ------
<S> <C> <C> <C> <C> <C>
CIGNA VP Money Market Fund............................. 03/01/96 5.05% n/a n/a 4.83%
Fidelity VIP II Investment Grade Bond Portfolio........ 12/05/88 7.46% 7.19% 7.30% (1.05%)
Fidelity VIP II Asset Manager Portfolio................ 09/06/89 12.80% 13.14% 15.63% 11.09%
CIGNA VP S&P 500 Index Fund............................ 04/18/68 11.87% 17.27% 28.26% 20.77%
Fidelity VIP Equity-Income Portfolio................... 10/09/86 13.78% 14.49% 18.61% 6.33%
American Century VP Capital Appreciation............... 11/20/87 8.25% 8.70% 3.25% 2.16%
Fidelity VIP Overseas Portfolio........................ 01/28/87 10.90% 11.43% 17.37% 42.55%
</TABLE>

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

INVESTMENT RISK

We do not guarantee that the investment objective of any of the Funds will
be met. You bear the complete investment risk for your Cash Value invested in
any Variable Fund. Each of the Variable Funds involves investment risk, which
varies greatly among the Variable Funds. You should read each Fund's prospectus
with care, and understand each Variable Fund's risk, before making or changing
your investment choices.

The shares of each Variable Fund are issued only in connection with
qualified pension and profit sharing plans, variable life insurance policies,
and variable annuity contracts. We do not believe there is any harm to
Certificate owners that the shares are also held in connection with annuities
and qualified plans. However, if a significant and irreconcilable conflict were
to occur, a separate account might withdraw its entire investment in a Variable
Fund. This might force the Variable Fund to sell its portfolio securities at
unfavorable prices.

FUND EXPENSES

Each Fund charges a management fee, which is a percentage of that Fund's
assets under management. As of the date of this Prospectus, the annual fees are:

<TABLE>
<CAPTION>
TOTAL
MGMT. OTHER ANNUAL
FEES EXPENSES EXPENSE
----- -------- -------
<S> <C> <C> <C>
CIGNA VP Money Market
Fund................... .21% .29% .50%
Fidelity VIP II
Investment Grade Bond
Portfolio.............. .43% .11% .54%
Fidelity VIP II Asset
Manager Portfolio...... .53% .09% .62%
CIGNA VP S&P 500 Index
Fund................... .25% .13% .38%
Fidelity VIP
Equity-Income
Portfolio.............. .48% .08% .56%
American Century VP
Capital Appreciation... 1.00% .00% 1.00%
Fidelity VIP Overseas
Portfolio.............. .73% .14% .87%
</TABLE>

A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds'
custodian, credits realized as a result of uninvested cash balances were used to
reduce a portion of each applicable fund's expenses. Without these reductions,
the total operating expenses presented in the table would have been .57% for
Fidelity Equity-Income Portfolio, .91% for Fidelity Overseas Portfolio, and .63%
for Fidelity Asset Manager Portfolio.

7
<PAGE> 10

The Investment Advisor for CIGNA VP Money Market Fund and CIGNA VP S&P 500
Index Fund has contractually agreed to reimburse the Funds for any amount by
which its expenses (including the advisory fee but excluding interest, taxes,
transaction costs incurred in acquiring and disposing of portfolio securities
and extraordinary expenses) exceed 0.50% for the S&P 500 Index Fund or 0.25% for
the Money Market Fund of average daily net assets until April 30, 2001 and
thereafter to the extent described in the Fund's then current prospectus. Had
the Advisor not waived or reimbursed a portion of expenses, total return would
have been reduced.

For additional information, see each Fund's prospectus.
NEW FUNDS

We may, from time to time, make available additional Variable Funds for the
Policies. We may set limits on investments in these Variable Funds.
SUBSTITUTION OR ELIMINATION OF FUNDS

We may eliminate any Variable Fund, or substitute another Variable Fund, if
a Fund is no longer available for investment by the Separate Account, or if we
believe further investment in that Variable Fund would not be appropriate. The
SEC and state insurance departments must approve the change, and may impose
requirements, including notice.
FUND PARTICIPATION AGREEMENTS

We have entered into agreements with the Variable Funds to make the
Variable Funds available under the Policies. We provide services in connection
with the shares of each Variable Fund held by the Separate Account. In some
cases, we may be paid for these services.
INVESTMENT ADVISORS

The Investment Companies and their investment advisers are:

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 is the investment adviser to these
Funds.

AMERICAN CENTURY VP CAPITAL APPRECIATION is a portfolio of American Century
Variable Portfolios, Inc.

American Century Investment Management, Inc. is the investment adviser to
this Fund.

CIGNA VP S&P 500 INDEX FUND and CIGNA VP MONEY MARKET FUND are portfolios
of CIGNA Variable Products Group.

CIGNA Investments, Inc. is the investment adviser for these Funds.

ELIGIBILITY AND ENROLLMENT

WHO IS ELIGIBLE

The Policy is a Group Policy, which may be issued to an employer, a labor
union, a trustee or some other group eligible under state law. Certificates
under the Group Policy can be bought by employees or members who are in eligible
classes set forth in the Group Policy.

Certificates may also be available to RETIRED EMPLOYEES, and SPOUSES of
employees or members. Details on who is eligible will be shown in your brochure.
The amounts of coverage that are available will be shown in the brochure.

We will not issue any Certificate to any person if we believe the Policy is
not a suitable investment for that person.
PARTICIPATION REQUIREMENTS

We will not issue any Certificate unless a minimum number or percentage of
eligible persons in the Group apply for insurance. These minimums will be set
before Certificates are offered to employees or members.

8
<PAGE> 11

PREMIUM PAYMENTS

When you apply for a Certificate, you must choose:

-- How much premiums to pay;

-- How premiums are to be paid; and

-- How your premiums will be allocated to the Variable Funds and/or the
Fixed Account.

Your monthly premium must, when you first apply, be at least enough to
cover your monthly insurance and expense charges. The first premium is due on
your Certificate's effective date.

You may increase your premiums, or make lump-sum premium payments, up to
the limits permitted by the Internal Revenue Code for life insurance policies.
We will notify you if any premium payment would cause your Certificate to become
a Modified Endowment Contract, as defined in Section 7702A of the Internal
Revenue Code. Unless you agree in writing to permit your Certificate to become a
Modified Endowment Contract, we reserve the right to refund any excess premium
payment to preserve the status of your Certificate. See Tax Matters, page 21,
for more information.

If you have Cash Value, you may reduce premiums or stop them altogether,
and monthly charges will be deducted from your Cash Value. If at any time your
Cash Value is less than the amount needed to pay monthly charges, your
Certificate will LAPSE (terminate) after a grace period.

For employees, premiums are usually paid by payroll deduction. In other
cases, including employees no longer actively at work, direct billing of
premiums is available.

You may also make lump-sum premium payments, which must be at least $25.
Unless we agree, if there is a loan outstanding, any lump-sum premium will first
be used to repay the loan.

All premiums paid directly are deemed to be received when we actually
receive the payment at our customer payment address.

Premiums paid by payroll deduction are deemed to be received when we
confirm we have received a wire transfer to our Group Variable Universal Life
premium account. We must, at least two business days before the wire transfer,
receive the data we require to allocate premiums to individual Certificates.
Please note that payroll deduction may involve delays because of reconciliation
by the employer and coordination of payroll cycles with monthly premium due
dates.

Section 7702 of the Internal Revenue Code limits the amount of premiums
which can be paid under flexible premium life insurance policies (see TAX
MATTERS, page 21, for more information). We may refuse to accept any premium if
it would cause the Policy not to qualify as a life insurance policy under
Section 7702. If a premium payment would cause your Certificate not to qualify
as a life insurance policy, we may ask you to increase your coverage. We will
ask you to provide proof of good health, at your expense, to qualify for this
increase. If you do not apply to increase your coverage, or we do not approve
your request, we will return any excess premiums without interest.

FEES AND CHARGES

PREMIUM CHARGE

All premium payments are subject to a charge which covers state insurance
premium taxes, and federal income taxes under Section 848 of the Internal
Revenue Code (dealing with deferred acquisition costs). This charge will be
stated in the Group Policy but will not be more than 5.00%.

We may choose to waive part of this charge equal to the state premium tax
for any cash value received under a life insurance policy or certificate
underwritten by us or one of our affiliates, which is assigned to us as part of
an exchange of life insurance policies subject to Section 1035 of the Internal
Revenue Code.

State premium taxes vary from state to state and range from 0.00% to 3.00%.
A portion of the premium charge reflects an average of state premium taxes.
MONTHLY INSURANCE CHARGES

We will make a monthly deduction from your Cash Value for the cost of life
insurance and any other benefits provided under the Group Policy. The cost of
life insurance will depend on your age on your last birthday. The cost may also
depend on whether you are a smoker. This cost may also include amounts to
reimburse us for administrative expenses, agent commissions, and profit, but
will never exceed the maximum rates shown in the tables below.

9
<PAGE> 12

The monthly rates at the time you apply for insurance will be shown in the
brochure. These rates may depend on the following risk factors:

-- The Group Policyholder's industry.

-- The number of eligible persons.

-- The age, sex and occupation of the eligible persons.

-- The prior claims experience of group life insurance plans sponsored by
the Group Policyholder.

-- Expenses of the Group Policy, including commissions to agents or brokers.

-- Our prior claims experience under the Group Policies.

-- Other factors which we believe affect our risk under the Group Policy.

We may change these rates from time to time. However, the monthly cost of
life insurance (not including other benefits) will never exceed the maximum
rates shown below. These guaranteed maximum rates are based on 150% of the 1980
Commissioners Standard Ordinary Male Mortality Tables, Age Last Birthday.

1. If the Group Policy provides for the SAME RATES FOR SMOKERS AND NONSMOKERS,
the rates will not exceed these rates (based on attained age, per $10,000
per month):

30................... 2.19
31................... 2.25
32................... 2.34
33................... 2.44
34................... 2.56
35................... 2.71
36................... 2.90
37................... 3.11
38................... 3.35
39................... 3.63
40................... 3.94
41................... 4.28
42................... 4.64
43................... 5.04
</TABLE>

44................... 5.47
45................... 5.92
46................... 6.41
47................... 6.93
48................... 7.48
49................... 8.10
50................... 8.78
51................... 9.57
52................... 10.45
53................... 11.46
54................... 12.58
55................... 13.78
56................... 15.06
57................... 16.42
</TABLE>

58................... 17.86
59................... 19.44
60................... 21.20
61................... 23.20
62................... 25.45
63................... 27.98
64................... 30.79
65................... 33.82
66................... 37.08
67................... 40.53
68................... 44.27
69................... 48.41
70................... 53.10
71................... 58.48
</TABLE>

10
<PAGE> 13

2. If the Group Policy provides for different rates for smokers and
nonsmokers, the rates for NONSMOKERS will not exceed these rates (based on
attained age, per $10,000 per month):

3. If the Group Policy provides for different rates for smokers and
nonsmokers, the rates for SMOKERS will not exceed these rates (based on
attained age, per $10,000 per month):

Monthly charges for insurance are due on the first day of each month. We
will deduct these charges from each Fund and the Fixed Account in proportion to
the balance of each Fund and the Fixed Account.
MONTHLY CERTIFICATE EXPENSE CHARGES

We will make a monthly deduction from your Cash Value for a Certificate
administrative charge. This charge covers the cost of premium billing and
collection, Certificate value calculation, transaction processing, periodic
reports and other expenses.

This charge will vary depending on the Group Policyholder, including the
number of eligible persons and the expected costs of administering the
Certificates under the Group Policy.

We may change the monthly administrative charge. However, this charge will
not exceed:

-- $6.00 per month, for Certificates having Cash Value (net of loans) of
more than zero but not more than $10,000.

-- $5.00 per month, for Certificates having no Cash Value, or having Cash
Value (net of loans) of more than $10,000.

Monthly administrative charges are due on the first day of each month. We
will deduct these charges from

11
<PAGE> 14

each Fund and the Fixed Account in proportion to the balance of each Fund and
the Fixed Account.
DAILY CHARGES ON FUND BALANCES

We make a daily charge on Fund balances to cover mortality and expense
risks. This charge is currently 0.45% per year. We may change this charge from
time to time, but it will never be more than 0.90% per year.

This charge pays us for the risks that:

-- The group insured will, on average, live for shorter periods of time than
we estimated.

-- The cost of issuing and administering Certificates may be more than we
estimated.

We assume the risk that the actual costs and assumed risks will be more or
less than this charge.

Each Fund makes a daily charge for management fees. These charges will
affect the investment results for the Fund. These charges are shown above under
FUND EXPENSES.
TRANSACTION FEES

A fee of $25.00 is charged for the following transactions:

-- A full surrender of your Certificate.

-- A partial surrender of your Certificate.

-- Each transfer of Cash Value between Funds, in excess of 12 transfers per
Policy Year.

We may waive this fee in some cases. This will depend on the nature of the
Group, including the number of insured persons and the expected costs of
administering the Group Policy.

TERMINATION, REINSTATEMENT AND CONVERSION

TERMINATION OF THE GROUP POLICY

Either we or the Group Policyholder may terminate the Group Policy at any
time on 60 days' written notice to the other. We may agree with the Group
Policyholder that the Group Policy may not be terminated for a minimum period of
time.

We may agree with the Group Policyholder to change the terms of the Group
Policy. We may also change insurance and expense charges at any time. This will
be subject to the limits shown in this Prospectus.

If the Group Policy is terminated, your coverage will end, except where the
Group Policy provides for PORTABILITY (described below).
TERMINATION OF EMPLOYMENT OR MEMBERSHIP

Coverage under the Group Policy is only available to employees or members
who are in an eligible class described in the Group Policy. If you are no longer
in an eligible class, your coverage will end, except where the Group Policy
provides for PORTABILITY (described below).
PORTABILITY

If you have more than $250.00 of Cash Value (net of any loans), you may
choose to keep your Certificate in force if the Group Policy is terminated, or
if you are no longer in an eligible class.

The Group Policy may also provide that Certificates may be kept in force if
you are no longer eligible for these reasons:

-- Retirement.

-- Leave of absence.

-- Termination of employment.

If the Group Policy permits issuing Certificates to spouses of employees or
members, the Group Policy may also provide that Certificates may be kept in
force if your spouse is no longer eligible for these reasons:

-- Termination of your employment.

-- Your death.

-- Divorce.

The Group Policy may also provide that Certificates may be kept in force if
the Group Policy is terminated. This will not apply to persons who are eligible
to be insured under a replacement group policy.

MONTHLY INSURANCE AND ADMINISTRATIVE CHARGES MAY BE HIGHER for persons who
choose to keep their Certificates in force under these provisions. These charges
will not, however, be higher than the guaranteed maximum charges shown in this
Prospectus.

12
<PAGE> 15

CONVERSION PRIVILEGE

If your Certificate terminates for any reason other than lapse or
surrender, and if you are not eligible to keep your Certificate in force under
the above PORTABILITY provisions, then you may obtain an individual life
insurance policy.

This converted life insurance policy will:

-- Be on a form of life insurance we are then offering to persons of your
age, in the amount for which you are applying.

-- Not be term life insurance.

-- Not include disability waiver of premium or other extra benefits.

The amount of converted life insurance will not exceed the lesser of:

-- Your life insurance coverage amount under the Group Policy, minus any
group life insurance for which you become eligible within 31 days of
termination.

-- $10,000, if you convert because the Group Policy is terminated, or
amended so that you are no longer eligible.

If your coverage ends because the Group Policy is terminated, or amended so
that you are no longer eligible, you may not convert unless you have been
insured under the Group Policy for at least three years.

To convert, you must apply to our Customer Service Center within 31 days of
termination, and pay the required premium. You do not need to provide proof of
good health.
FULL SURRENDERS

You may surrender your Certificate at any time by returning the
Certificate, with a written and signed request for a full surrender, to our
Customer Service Center. We will pay your Cash Value, as of the Valuation Day on
which the surrender is received in good order, minus:

-- A surrender charge of $25.00, during the first 20 Policy Years.

-- Any outstanding policy loan balance.

You may also make a partial surrender (see PARTIAL SURRENDERS on page 19
for details).
LAPSE

If there is not enough Cash Value to cover a monthly insurance or
administrative charge, your Certificate will terminate (lapse), unless you make
a payment within the grace period provided in the Group Policy. We will notify
you at least 61 days before the end of the grace period.

If you allocate your premium payments to one or more of the Variable Funds,
it is possible that your cash value at the time we deduct monthly charges will
not be enough to cover monthly insurance and expense charges if shares in the
Variable Funds decline in value after your premium is received. Unless you have
sufficient Cash Value, you may be required to pay additional premium to keep
your insurance in force.
REINSTATEMENT

If your Certificate lapses, you may apply to have it reinstated at any time
up to three years after the date of lapse. We may require you to provide proof
of good health at your expense. We may also require you to pay insurance and
expense charges for two months prior to the date of reinstatement. Also, if you
had a Certificate loan in force on the date of lapse, you must pay loan interest
from the date of lapse.

Reinstatement will be effective when we approve your application and any
proof of good health and receive the required payment. This effective date will
apply for purposes of the suicide and incontestability provisions of the Group
Policy.

If your coverage lapses while you are on a leave of absence covered by the
Family and Medical Leave Act, or Uniformed Services Employment and Re-employment
Rights Act, you may reinstate your Certificate within 31 days of your return to
work, without providing proof of good health.

13
<PAGE> 16

LIFE INSURANCE BENEFITS

When you apply, you must choose an amount of life insurance coverage as
follows. The choices will depend on the terms of the Group Policy, as agreed to
by the Group Policyholder, and are subject to the following:

-- The coverage amount will be a multiple of your annual compensation.

-- The coverage amount will not be less than $10,000.

-- The coverage amount will not be more than the lesser of 10 times your
annual compensation, or a fixed amount.

-- Amounts and choices may be limited by state law.
GUARANTEED ISSUE AMOUNTS

If you apply for insurance during the open enrollment period, we and the
Group Policyholder may allow you (and your family members, if eligible) to buy a
certain amount of life insurance coverage (the GUARANTEED ISSUE AMOUNT) without
answering health questions or providing proof of good health.

The open enrollment period will be agreed to by us and the Group
Policyholder and will be at least 31 days.
PROOF OF GOOD HEALTH

You will be required to provide proof of good health:

-- If you apply for more life insurance than the Guaranteed Issue Amount.

-- If you apply for an increase in your life insurance coverage amount.

-- If you apply for insurance after the end of the open enrollment period.
EFFECTIVE DATE OF COVERAGE

If you apply during the open enrollment period, the coverage you apply for
(up to the Guaranteed Issue Amount) will begin on the later of:

-- The date you become eligible; and

-- The date your application is received at our Customer Service Center.

Coverage will not begin until we approve your application and proof of good
health, in these cases:

-- Any amount of coverage that exceeds the Guaranteed Issue Amount.

-- Any request to increase your amount of coverage.

-- Any application not received within 31 days after you first become
eligible.

If you are not actively at work on the date your coverage would otherwise
begin, your coverage will not begin until the date you return to work.

If your spouse is disabled, or if your spouse or child is confined in a
hospital or confined at home under medical care, that person's coverage will not
begin until that person is no longer disabled or the confinement ends.

If coverage is delayed more than 90 days due to these conditions, you will
need to make a new application and provide proof of good health.
CHANGING THE COVERAGE AMOUNT

You may change your life insurance coverage amount by making a request in
writing to our Customer Service Center.

You must provide proof of good health to increase life insurance coverage,
except in these cases:

-- Increases under the Automatic Increase Option, if provided for in the
Group Policy.

-- If the Group Policy provides, an increase of one times your annual
compensation made within 31 days of a qualifying Life Status Change, as
defined in the Group Policy.

You may also decrease your life insurance coverage amount. You may not
decrease the coverage amount below $10,000 (or a lower amount, if required by
state law). You may not decrease your coverage amount below the lowest amount
which will meet the definition of a Life Insurance Policy under Section 7702 of
the Internal Revenue Code (See TAX MATTERS, page 20).
AUTOMATIC INCREASE FEATURE

If the Group Policy provides an Automatic Increase Feature, and if you
choose this feature, your life insurance coverage will be increased on each
Policy Anniversary to reflect increases in your compensation since the last
Policy Anniversary.

You do not need to provide proof of good health. There may be limits on the
amount or percentage of any increase. This feature will terminate if you change
your coverage amount to an amount which is not a multiple of your compensation.

14
<PAGE> 17

LIFE INSURANCE DEATH BENEFIT

If you die, we will pay a life insurance benefit to your beneficiary. This
benefit will be the total of:

-- Your life insurance coverage amount.

-- Your Cash Value, as of the date of death.

The life insurance benefit will be reduced by any Accelerated Payment
Benefit that has been paid. Any outstanding loans, including loan interest, and
premiums due, will also reduce the life insurance benefit we will pay.

We will pay the death benefit in a lump sum within 7 days after we receive,
at our Customer Service Center, due proof of death and other information to
confirm that the claim is covered. Payment may be delayed if:

-- The proper beneficiary cannot be identified or located.

-- The beneficiary is a minor or not able to give a valid release.

-- The Certificate is being contested due to misstatements on the
application, or other valid reasons.
-- A release needs to be received from any tax authority.

-- Any other reason that would prevent timely payment of the benefit.
Interest will be paid if we believe it is required by state law.

The life insurance benefit will never be less than the MINIMUM AMOUNTS
shown in the Table below. If the amount shown in the table below is more than
the total of your life insurance coverage amount and your Cash Value, we may do
any of the following:

-- Require you to increase your life insurance coverage amount, and provide
proof of good health.

-- Require you to surrender some of your Cash Value.

-- Refuse to take premium payments.

<TABLE>
<CAPTION>
PERCENT
AGE OF
AT CASH
DEATH VALUE
----- -------
<S> <C>
0-40................. 250%
41................... 243%
42................... 236%
43................... 229%
44................... 222%
45................... 215%
46................... 209%
</TABLE>

<TABLE>
<CAPTION>
PERCENT
AGE OF
AT CASH
DEATH VALUE
----- -------
<S> <C>
47................... 203%
48................... 197%
49................... 191%
50................... 185%
51................... 178%
52................... 171%
53................... 164%
</TABLE>

<TABLE>
<CAPTION>
PERCENT
AGE OF
AT CASH
DEATH VALUE
----- -------
<S> <C>
54................... 157%
55................... 150%
56................... 146%
57................... 142%
58................... 138%
59................... 134%
60................... 130%
</TABLE>

<TABLE>
<CAPTION>
PERCENT
AGE OF
AT CASH
DEATH VALUE
----- -------
<S> <C>
61................... 128%
62................... 126%
63................... 124%
64................... 122%
65................... 120%
66................... 119%
67................... 118%
</TABLE>

<TABLE>
<CAPTION>
PERCENT
AGE OF
AT CASH
DEATH VALUE
----- -------
<S> <C>
68................... 117%
69................... 116%
70................... 115%
71................... 113%
72................... 111%
73................... 109%
74................... 107%
</TABLE>

<TABLE>
<CAPTION>
PERCENT
AGE OF
AT CASH
DEATH VALUE
----- -------
<S> <C>
75-90................ 105%
91................... 104%
92................... 103%
93................... 102%
94................... 101%
95-99................ 100%
</TABLE>

MISSTATEMENT OF AGE

If a person's age has not been correctly reported, all benefits will be
adjusted to equal the benefits that would have been provided, based on the
person's correct age and the amount of insurance charges paid.
SUICIDE

If you commit suicide within two years of the effective date of your
Certificate, the death benefit will not be paid. Instead, we will refund all
premiums that were paid, minus:

-- Any Policy loan amount; and

-- Any partial surrender payments made.
THE BENEFICIARY

The life insurance death benefit is paid to your beneficiary. You must
choose a beneficiary when you apply for a Certificate.

You may change the beneficiary at any time prior to your death. Unless the
existing beneficiary is an irrevocable beneficiary, you do not need the
beneficiary's consent. The change must be in writing, must be signed by you (or
by the Owner, if you have assigned your Certificate), must be in a form
acceptable to us, and must be recorded by our Customer Service Center. A change
of beneficiary will be effective on the date it was signed. However, the change
will not affect any payment we make or action we take before the change is
recorded.

Unless you direct otherwise:

-- If a beneficiary dies before you, that beneficiary's share will be paid
to the other beneficiaries.

15
<PAGE> 18

-- If you choose more than one beneficiary, the beneficiaries will be paid
equal shares.

If you have not chosen a beneficiary, or if there is no beneficiary alive
when you die, we will pay:

-- Your spouse, if living.

-- If not, in equal shares to your living children.

-- If there are none, in equal shares to your living parents.

-- If there are none, in equal shares to your living brothers and sisters.

-- If there are none, to your estate.

ADDITIONAL BENEFIT OPTIONS

The benefit options below are available as options for the Group
Policyholder. Depending on the plan chosen by the Group Policyholder, these
benefits may be available or may be included in the Certificates available to
you. There may be an additional charge for these benefits.
ACCIDENTAL DEATH, DISMEMBERMENT AND INJURY

The Group Policy may include one of three Accident Benefit Riders. These
riders pay an additional benefit for death or certain injuries that are caused
by an accident, and from no other cause, within 90 days of the accident, and
while coverage is in force.

The three options are:

1. An additional death benefit equal to the life insurance coverage amount.

2. The above, plus a benefit (equal to a percentage of the life insurance
coverage amount) for loss of a hand, loss of a foot, total loss of sight
in an eye, or loss of the thumb and index finger of the same hand.

3. The above, plus a benefit (equal to a percentage of the life insurance
coverage amount) for total loss of speech, total loss of hearing,
paraplegia, hemiplegia or quadriplegia.

If an accident results in more than one loss, the additional benefit will
not be more than the life insurance coverage amount. The Group Policy may
provide that this benefit is available to your family members as well.

This benefit is subject to EXCLUSIONS which are contained in the
Certificate, and which will be described in the brochure.
WAIVER OF COST OF INSURANCE DUE TO DISABILITY

The Group Policy may provide that some charges will not be deducted if you
become totally disabled before reaching age 60, and remain totally disabled for
the number of months (at least six but not more than 12) required by the Group
Policy.

If the Group Policy provides this benefit, these charges will not be
deducted:

-- Your monthly charge for life insurance.

-- Your monthly Certificate administrative fee.

-- Any premiums for term life insurance on your spouse or children. (You may
not add child life insurance after you have become disabled.)

Any of these charges deducted after you became totally disabled will be
refunded. These charges WILL continue to be deducted:

-- Any charges on account of premiums paid after you become disabled.

-- Any charges under a Certificate issued to your spouse.

-- Any charge for additional benefits.

You must provide proof that you are totally disabled:

-- Not more than 12 months after you first become disabled.

-- After that, whenever we ask for proof, but not more than once a year
after two years.

We must also receive proof that you were totally disabled through the date
of your death, within 12 months of your death.

You will be deemed totally disabled if you cannot do any work for wage or
profit, due to sickness or injury.

You may not increase your life insurance coverage amount while charges are
being waived.

Waiver of charges will end if:

-- You reach age 65.

-- You fail to provide proof of disability when we request.

-- You surrender your Certificate.

16
<PAGE> 19

PAID-UP LIFE INSURANCE

The Group Policy may allow you to use all or part of your Cash Value (less
any loan amount, including loan interest) to buy paid-up life insurance under a
separate policy. The premium for paid-up life insurance will be based on the
guaranteed maximum cost of insurance under the Group Policy, and the minimum
guaranteed rate of interest for the Fixed Account.

You do not need to provide proof of good health. Your life insurance
coverage amount under the Group Policy will be reduced by the amount of paid-up
life insurance you buy.
ACCELERATED PAYMENT BENEFITS

The Group Policy may provide for one or more of the following three
options:

1. A lump sum benefit equal to the percentage stated in the Group Policy of
your life insurance coverage amount, if you become TERMINALLY ILL. At
least two physicians (not affiliated with each other) must certify that
you are expected to live less than 12 months. We may require other
medical proof that you are terminally ill.

2. A benefit for confinement in a NURSING CARE OR CUSTODIAL CARE FACILITY.
To receive this benefit, you must:

-- Have an IMPAIRMENT, as defined in the Group Policy (this generally means
the inability to perform two or more defined activities of daily living,
or disability due to Alzheimer's Disease or similar conditions).

-- Be confined for at least 90 days in a NURSING CARE OR CUSTODIAL CARE
FACILITY, as defined in the Group Policy.

-- Provide certification by two physicians (not affiliated with each other)
that you are expected to need confinement for the rest of your life.

This benefit will be paid either as:

-- A lump sum benefit equal to the percentage stated in the Group Policy of
your life insurance coverage amount; or

-- Monthly payments which total the lump sum benefit percentage provided in
the Group Policy.

3. A lump sum benefit equal to the percentage stated in the Group Policy of
your life insurance coverage amount, if you are diagnosed with one or
more of the following SPECIFIED DISEASES, as defined in the Group
Policy:

-- Life threatening cancer.

-- Heart attack.

-- Kidney failure.

-- Stroke.

-- Organ transplants.

-- Acquired Immune Deficiency Syndrome (AIDS).

A physician must certify the diagnosis. We may require other medical
proof.

Only one of these three benefits may be claimed. This benefit will end when
one of the benefits is paid. Your life insurance coverage amount will be reduced
by the amount of this benefit paid. Monthly insurance charges will still be
payable based on the life insurance coverage amount before the reduction.
SEAT BELT BENEFIT

The Group Policy may provide for an extra benefit of 10% of your life
insurance coverage amount (but not more than $10,000) if you die as a result of
an accident while driving or riding in a private passenger car and properly
wearing your seat belt. Proper use of the seat belt must be certified in the
official accident report.
LIFE INSURANCE FOR FAMILY MEMBERS

The Group Policy may include life insurance coverage options for your
spouse and dependent children. These options may include:

-- The option for your spouse to buy his or her own variable life insurance
Certificate (including the right to build Cash Value in the Variable
Funds and/or the Fixed Account).

-- The option for you to buy term life insurance coverage on your spouse.

-- The option for you to buy term life insurance coverage on your dependent
children.

Eligibility requirements for children will be set forth in the Group
Policy, and may include:

-- Age limits (including a higher age limit for full time students or
handicapped children).

-- A requirement that the child be unmarried.

17
<PAGE> 20

-- A requirement that the child be dependent.

Life insurance coverage for spouses will be subject to these limits:

-- Coverage may not exceed three times your annual compensation.

-- Coverage may not exceed $100,000.

-- Coverage may be subject to lower limits under state law.

Term life insurance coverage on a spouse or dependent child will end when:

-- The spouse or child is no longer eligible.

-- Your Certificate terminates.

-- You choose to terminate the coverage.

-- A spouse or child chooses to buy a variable life insurance Certificate
(if permitted by the Group Policy).

CASH VALUE FEATURES

HOW YOUR CERTIFICATE IS VALUED

Your Cash Value consists of the total value invested in all of the Variable
Funds and in the Fixed Account.

When premiums are allocated to one of the Variable Funds, UNITS of the
Variable Fund are BOUGHT at the UNIT VALUE of the Variable Fund as of the
current VALUATION DAY.

When monthly deductions, surrenders and transfers are made, or when
transaction fees are charged, UNITS of the Variable Fund are SOLD at the UNIT
VALUE of the Variable Fund as of the current VALUATION DAY.

VALUATION DAY means any day on which the New York Stock Exchange is open,
other than any day on which the Exchange is restricted, or a day on which the
SEC has determined that an emergency exists which prevents valuing or trading
securities. We reserve the right to provide that any day which is a scheduled
office closing holiday for our Customer Service Center will not be a Valuation
Day. All valuations shall be made as of the close of trading on a Valuation Day
(currently 4:00 p.m., Eastern Time). The Friday after Thanksgiving is the only
scheduled office closing holiday on which the New York Stock Exchange is open.

The UNIT VALUE of each Variable Fund will increase or decrease based on the
investment performance of the Variable Fund. The Unit Value as of each Valuation
Day is equal to the Unit Value as of the last Valuation Day, multiplied by the
INVESTMENT FACTOR, which measures the Variable Fund's investment performance
(net of expenses) since the last Valuation Day.

The INVESTMENT FACTOR as of each Valuation Day is figured as follows:

1. The Net Asset Value per share of the Variable Fund as of the Valuation
Day; plus

2. The per-share amount of any distribution declared by the Variable Fund,
if the "ex-dividend" date is after the last Valuation Day (and we will
reinvest any distribution in shares of the Variable Fund); minus

3. The per-share amount of any taxes imposed on the Separate Account since
the last Valuation Day; minus

4. The Daily Charge on Fund Balances for mortality and expense risks,
multiplied by the number of days since the last Valuation Day; divided
by

5. The Net Asset Value per share of the Variable Fund as of the last prior
Valuation Day.

As of each Valuation Day, your Cash Value invested in each Variable Fund
equals the number of Units multiplied by the Unit Value.

Your Cash Value in the FIXED ACCOUNT as of each Valuation Day is figured as
follows:

1. Cash Value in the Fixed Account as of the last Valuation Day; minus

2. Charges deducted from the Fixed Account, and transfers and surrenders
from the Fixed Account, since the last Valuation Day; plus

3. Interest at the current interest rate on the difference between (1) and
(2); plus

4. Transfers into, and premiums allocated to, the Fixed Account since the
last Valuation Day.

Your Cash Value in the Fixed Account is guaranteed. However, there is no
guarantee that the Cash Value in the Variable Funds will equal or exceed the
premiums allocated to the Variable Funds.

We will provide you, at least annually, with a report which shows:

-- The number of Units of each Variable Fund credited to your Certificate.

18
<PAGE> 21

-- The current Unit Value for each Variable Fund.

-- The Cash Value in each Variable Fund.

-- The Cash Value in the Fixed Account.

-- The amount of any outstanding loans.

You may obtain this information daily from our Customer Service Center.
POLICY LOANS

You may obtain a loan from us at any time. Each loan must be for at least
$250.00. The total of all loans may not exceed 90% of your Cash Value. We will
require you to sign a loan agreement which assigns your Certificate to us as
security for the loan.

We will charge Interest on the loan at an annual rate of 8%. Payment of
interest is due on each Policy Anniversary, or when your Certificate is
terminated or surrendered. If you do not pay interest within 30 days of the
Policy Anniversary, we will add it to the loan, as of the Policy Anniversary.

When you obtain a loan, or when interest is added to your loan, we will
withdraw Cash Value equal to the amount loaned from your Cash Value and place it
in a special Loan Account. Unless you direct otherwise in writing, we will make
these withdrawals from each Variable Fund in which your Cash Value is invested,
and from the Fixed Account, in proportion to the balance of each Fund and the
Fixed Account. We will credit interest to this Loan Account at an effective
annual rate of at least 6%.

If your Certificate terminates for any reason, including surrender, lapse,
death or termination of the Group Policy, we will use the amount in the Loan
Account to repay the loan. If the amount of the loan is greater than the value
of the Loan Account, we will reduce the death benefit or surrender amount by the
difference.

When you repay all or part of any loan, we will transfer the amount of the
repayment from the Loan Account to the Variable Funds and the Fixed Account,
based on the premium allocation percentage then in force.

A loan, whether or not it is repaid, will affect the death benefit and the
Cash value. This is because the investment results of the Variable Funds and the
Fixed Account only apply to the non-loaned part 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 Variable Funds or the Fixed Account while the loan is
outstanding, this effect could be favorable or unfavorable.
PARTIAL SURRENDERS

You may make a partial surrender of your Cash Value at any time by making a
written request to our Customer Service Center. The amount of the partial
surrender may not be more than 90% of your Cash Value (net of any loan amount),
and may not be less than $250.00. A $25.00 transaction fee will be charged, for
partial surrenders during the first 20 Policy Years.

Unless we agree otherwise, we will deduct the amount surrendered and the
transaction charge from each Fund and the Fixed Account in proportion to the
balance of each Fund and the Fixed Account.

A partial surrender will not reduce your life insurance coverage amount.
Since it reduces your Cash Value, however, it will reduce the death benefit.

OTHER IMPORTANT PROVISIONS

DEFERRAL OF PAYMENT

We may defer the payment of any amount from a Variable Fund:

-- When the New York Stock Exchange is closed;

-- When required by the Securities and Exchange Commission.

We may defer the payment of any amount surrendered from the Fixed Account
for up to six months. If required by law, we will pay interest.
FIXED BENEFIT POLICY EXCHANGE

If required by state law, you may exchange your Certificate for a
certificate under a fixed benefit Group Universal Life Insurance Policy, within
18 months of your Certificate effective date. This certificate will bear the
same effective date as your Certificate under this Policy. If available, the
certificate will include any additional benefits provided to you under your
Certificate under this Policy. Your Certificate's Cash Value as of the date of
the exchange will be transferred to the fixed benefit certificate.

19
<PAGE> 22

ASSIGNMENT

You may transfer all of your rights under your Certificate to any other
person, while you are living, by making a written assignment, in a form
acceptable to us. The person to whom you assign your Certificate will become the
owner of the Certificate, and will have the power to exercise all rights and
receive all benefits provided by the Certificate.

We will not be bound by any assignment until we receive and record it at
our Customer Service Center. We are not responsible for the validity of any
assignment. We may refuse to record any assignment where we believe:

-- The assignment would not be permitted by law; or

-- The assignment would increase our duties or risks.

MISREPRESENTATIONS

We issue Certificates in reliance on the statements you make in your
application, and on any proof of good health that you provide. We may rescind
your Certificate, to the extent permitted by law, if the information on which we
relied is incorrect.

No statement will be used to rescind your Certificate or deny a claim,
unless you die within two years of your Certificate effective date.

If your life insurance coverage amount was increased, or if your
Certificate was reinstated, no statement will be used to contest the increase or
the reinstatement, unless you die within two years of the effective date of the
increase or reinstatement.

STATE VARIATIONS

The terms of the Policy may vary from state to state, due to the
requirements of state law.

NONPARTICIPATING POLICIES

The Group Policy is a nonparticipating policy, and is not entitled to share
in our surplus or profits.
DOLLAR COST AVERAGING

If you have Cash Value of at least $3,000 in the CIGNA VP Money Market
Fund, you may choose to take part in this program. Under this program, Cash
Value is reallocated between the Variable Funds every month. This may reduce the
impact of market fluctuations, when compared to making reallocations less
frequently. Since the same dollar amount is transferred each month, more Units
of each Variable Fund are bought if the Unit Value is low, and fewer are bought
if the Unit Value is high. As a result, over the long term, a lower average cost
per unit may be obtained. This plan allows you to take advantage of market
fluctuations, while reducing the risk of short term price fluctuations. However,
it does not guarantee a profit, or protect against a loss in declining markets.

To elect this program, you must request a Dollar Cost Averaging Election
Form and return it to our Customer Service Center. This program will begin with
the first month after your completed form is received, as long as you have at
least $3,000 in the CIGNA VP Money Market Fund.

All Dollar Cost Averaging transfers will take place as of the first
Valuation Day of each month. The minimum amount of any transfer is $250.00.
There is no charge for this program. However, each transfer counts toward the 12
free transfers between Funds each Policy Year. A fee will be charged for each
extra transfer. We may charge a fee for this service in the future.

Dollar Cost Averaging will end when:

-- The number of transfers requested have taken place.

-- There is not enough Cash Value in the CIGNA VP Money Market Fund to make
a scheduled transfer.

-- We receive your written request to terminate the program.
VOTING RIGHTS

Shareholders of the Variable Funds may have the right to vote those shares
at meetings of shareholders of the Funds. While we are the owner of the shares
in the Separate Account, we will cast our vote as we are directed by the owners
of Certificates.

We will do this because we believe it is required by current law. We may,
however, vote the shares in our own right, if at any time we believe it is
permitted by law.

You will receive any appropriate PROXY MATERIALS and reports. We will
request your instructions at least 14 days prior to the shareholder meeting.

20
<PAGE> 23

We will vote ALL the shares of a Variable Fund owned by the Separate
Account (or abstain from voting) pro rata, based on the written instructions we
receive from Certificate owners. Your voting share will be based on your pro
rata number of Units invested in a particular Variable Fund. This will be
figured as of the record date set by the Variable Fund, which will not be more
than 60 days before the meeting. Your voting share will be figured separately
for each Variable Fund in which you have invested Cash Value. We will vote on
the basis of fractional shares, if necessary.

The Variable Funds do not hold regular meetings of shareholders.

We may disregard voting instructions received from Certificate owners, if
we are required to do so by state insurance regulators. This may be required if
the vote would change the investment objectives of the Variable Fund:

-- In a way prohibited by state insurance law; or

-- In a way that would harm the Separate Account; or

-- In a way that would result in overly speculative or unsound investments.

This may also be required if the vote is to approve or disapprove an
investment advisory contract for the Variable Fund.

If for any reason we do disregard voting instructions from Certificate
owners, we will include the reasons for this action in the next annual report to
Certificate owners.

TAX MATTERS

Below is a brief summary of federal tax issues affecting the Group Policy.
This summary is based on current federal tax law and regulations, and may be
subject to change if there are any changes in those laws and regulations. This
is a general summary and should not be relied on as tax advice. For specific
advice, please consult a qualified tax advisor.

All Section references below are to the Internal Revenue Code of 1986, as
amended.
QUALIFICATION AS A LIFE INSURANCE POLICY

Section 7702 provides that if certain tests are met, a Policy will be
treated as a life insurance contract for federal tax purposes. We will monitor
compliance with these tests. As a result, the following federal income tax rules
should apply:

-- DEATH BENEFITS should be excluded from the beneficiary's income under
Section 101(a). This includes any CASH VALUE that is paid as part of the
death benefit. This also includes any benefit for accidental death.

-- INCREASES IN CASH VALUE should not be subject to income tax until it is
withdrawn, or until the Certificate terminates.

-- SURRENDERS OF CASH VALUE should be subject to income tax only to the
extent that the total amount received is greater than the total amount of
premiums you have paid for the Certificate. See Section 72(e).

-- POLICY LOAN proceeds should not be subject to tax. However, if your
Certificate LAPSES while a policy loan is outstanding, you will be
subject to income tax to the extent that your Certificate's Cash Value
(including the loan amount) is greater than the total premiums paid.

-- Amounts that you receive while you are TERMINALLY ILL may be excluded
from your income under Section 101(g).

-- Benefits for ACCIDENTAL INJURIES should be excluded from your income
under Section 105(c).

-- Any other benefit which you receive due to INJURY OR SICKNESS may be
excluded from your income under Section 104(a)(3), unless premiums were
paid by your employer and not included in your income. See IRS
Regulations, Section 1.72-15.
MODIFIED ENDOWMENT CONTRACTS

Section 7702A imposes different rules on policies where the total premiums
paid during the first 7 years are more than the premiums that would have been
required for the policy's benefits to be paid-up after seven equal annual
premiums. These policies are known as Modified Endowment Contracts.

If, under this test, a Certificate is a Modified Endowment Contract, these
special rules apply:

-- Any partial surrender or loan proceeds (including loan proceeds from
another lender to whom you have assigned the Certificate as collateral)
is subject to income tax to the extent your Certificate's Cash

21
<PAGE> 24

Value is greater than the total premiums paid for your Certificate.

-- Any amount that is subject to income tax under the rule above will also
be subject to a 10% penalty tax, unless you (or your assignee, if you
have assigned your Certificate) are over age 59 1/2 or are disabled.

If your Certificate is not a Modified Endowment Contract based on the
premiums and life insurance coverage amount when it is issued, we will monitor
your premium payments. We will notify you if, as a result of premium payments or
coverage changes, it appears your Certificate will become a Modified Endowment
Contract. Unless you notify us in writing that you are willing to allow your
Certificate to become a Modified Endowment Contract, we may refuse any coverage
change or refund any excess premiums to prevent the Certificate from becoming a
Modified Endowment Contract.
INTEREST ON POLICY LOANS

Interest paid on loans for personal purposes is not deductible. While
interest paid on loans for business purposes may be deductible, there are strict
limits on deducting interest on life insurance policy loans for business
purposes. See Section 264. You should consult a qualified tax advisor before
taking a policy loan for business purposes.
ALTERNATIVE MINIMUM TAX

If a Certificate is owned by a corporation, then the Alternative Minimum
Tax imposed by Section 55 may apply to:

-- All or part of increases in Cash Value.

-- Death benefits.

-- Other distributions.

See Section 56(c)(1) and Section 56(g)(4)(B).
DIVERSIFICATION REQUIREMENTS

Section 817(h) provides that a variable life insurance policy will not
enjoy the favorable tax treatment of a life insurance policy unless the
investments of the Separate Account are adequately diversified. We believe that
the Separate Account meets these requirements.

In 1986, the IRS stated that it might issue guidelines that would cause a
policy to fail to meet these requirements if the Certificate owner has too much
control over the Variable Fund investments. The IRS has not issued any
guidelines and we do not expect that any such guidelines would adversely affect
the policies. If the IRS issues regulations limiting the number of Variable
Funds, transfers among funds, etc., we will take whatever steps we can so that
the Policies would continue to qualify for favorable income tax treatment as
life insurance policies.
TAXATION OF THE COMPANY

We are taxed as a life insurance company under the Internal Revenue Code.
Since the Separate Account is a part of the insurance company, it is not taxed
separately as a regulated investment company under Subchapter M.

We do not expect to incur any federal income tax liability that would be
chargeable to the Separate Account. As a result, we do not impose a charge on
the Separate Account for federal income taxes. We may impose a charge if at any
time we believe that the Separate Account will incur any federal income taxes.

We may also incur state and local taxes, other than premium taxes. At
present, we are paying these taxes, and not charging them to Certificate
holders, as they are not significant. We may, however, impose charges on account
of these taxes if they increase.
PREMIUM TAXES AND DEFERRED ACQUISITION COSTS

In general, all premiums (including lump sum premiums) paid for life
insurance policies are subject to premium tax under state law. These taxes range
from 0.0% to 3.0%.

We are also subject to federal income tax under Section 848 on account of
deferred acquisition costs.

We will recover all or part of these taxes through the PREMIUM CHARGE (see
page 9). Part of these taxes may also be recovered through other charges (such
as the monthly cost of insurance).
OTHER TAX CONSIDERATIONS

All or part of Policy benefits may also be subject to federal estate and
gift taxes, as well as state and local income, estate and inheritance taxes.
Policy benefits may also be subject to foreign taxes, if you are subject to
foreign taxes. You should consult a qualified tax advisor for advice concerning
the tax consequences of buying a Certificate or making transactions under it.

22
<PAGE> 25

THE INSURANCE COMPANY

Connecticut General Life Insurance Company is a stock life insurance
company, incorporated in Connecticut in 1865. Our Home Office mailing address is
Hartford, Connecticut 06152; telephone (860) 726-6000. We are licensed to sell
group and individual life and health insurance and annuity contracts in all
states, the District of Columbia, Puerto Rico and certain foreign countries. We
are an indirect wholly-owned subsidiary of CIGNA Corporation, Philadelphia,
Pennsylvania, and have other affiliates and subsidiaries which are also in the
business of insurance.

The Policies are sold by independent insurance brokers, general agents, and
registered representatives of broker-dealers who are members of the National
Association of Securities Dealers, Inc. ("NASD").
THE SEPARATE ACCOUNT

We established CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A (THE SEPARATE
ACCOUNT) on May 22, 1995 for the purpose of holding shares of the Funds which
support your Cash Value. Under Connecticut law, the income, gains or losses of
the Separate Account are credited to policyholders without regard to our other
income, gains or losses. The Separate Account is protected against claims of our
other creditors, to the extent of our obligations to variable life insurance
policyholders funded by the Separate Account. The result is that the investment
performance of Certificates invested in the Funds depend on the investment
performance of the Funds -- and not on the results of our other businesses and
investments.

The Separate Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 and meets the definition of a "separate
account." The SEC does not supervise the Separate Account or our management or
investments. We do not guarantee the investment performance of the Separate
Account, or of Policies whose Cash Values are invested in the Separate Account.

We have other separate accounts which are registered with the SEC as Unit
Investment Trusts, for the purpose of funding our variable annuity contracts and
other variable life insurance contracts.

We own all the assets of the Separate Account, which we hold as custodian
for the benefit of policyholders whose Cash Values are invested in the Separate
Account. All of our obligations under the Policies are our general corporate
obligations.

We may take the following actions with respect to the Separate Account. We
will take these actions only as permitted by applicable laws, including
obtaining any required regulatory approval.

-- 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
Investment Company Act of 1940, or in any other form permitted by law.

-- Terminate the registration of the Separate Account under the Investment
Company Act of 1940.

-- Use a committee to manage the Separate Account.

-- Transfer assets in any Fund to another Fund, to other separate accounts,
or to our general account.

-- Take any actions required to comply with the Investment Company Act of
1940, or to obtain and continue any exemptions from that Act.
FINANCIAL RATINGS

We are rated by independent financial rating services, including Moody's,
Standard & Poor's, Duff & Phelps and A. M. Best Company. These ratings are
intended to reflect our financial strength or claims-paying ability. They are
not based on the investment results or financial strength of the Separate
Account. We may advertise these ratings from time to time. We may also advertise
comparisons of currently taxable and tax deferred investments, based on selected
tax brackets, or discuss other investments and general economic conditions.

23
<PAGE> 26

DIRECTORS AND OFFICERS

Our directors and principal officers are named below. The address of each
is 900 Cottage Grove Road, Hartford, CT 06152. Each has been employed by us or
our affiliates for more than five years except Mr. Pastore, Ms. Cooper and Mr.
Pacy. Prior to January 1996, Mr. Pastore was Senior Vice President, Citicorp.
Prior to January 1999, Ms. Cooper was Associate Attorney, Robinson, Donovan,
Madden & Barry, P.C., Springfield, MA. Prior to January 1995, Mr. Pacy was
Senior Manager -- IT Infrastructure and Technology Manager, Digital Equipment
Corporation.

<TABLE>
<S> <C>
Thomas C. Jones............. Director and President (Chief
Executive Officer)
William M. Pastore.......... Director and Senior Vice
President (Chairman of the
Board
Marc L. Preminger........... Director and Senior Vice
President (Chief Financial
Officer)
Susan L. Cooper............. Corporate Secretary
Andrew G. Helming........... Secretary
Stephen C. Stachelek........ Vice President and Treasurer
Carol M. Olsen.............. Director and Senior Vice
President
John E. Pacy................ Director and Senior Vice
President
Patricia L. Rowland......... Director and Senior Vice
President
W. Allen Schaffer, M.D...... Director and Senior Vice
President
John Cannon, III............ Director and Chief Counsel
Harold W. Albert............ Director
Jean H. Walker.............. Director
</TABLE>

24
<PAGE> 27

OTHER MATTERS

AGREEMENTS WITH GROUP POLICYHOLDERS

We may agree with the Group Policyholder to make changes in the terms of
the Group Policy. These changes may include, for example:

-- Agreeing to specific fees and charges. In no case will these fees or
charges be more than the maximum amounts shown in this Prospectus.

-- Agreeing to waive specific fees and charges, in all cases, or only if
certain conditions are met.

-- Extending the time periods for exercising certain rights under the Group
Policy.

-- Agreeing to limit the conditions under which proof of good health will be
required to buy or increase life insurance coverage.

-- Setting forth eligibility requirements for employees or members and their
family members.

-- Other changes permitted by law.

You will be given information concerning the specific terms of your
employer's or union's Group Policy.
DISTRIBUTION OF POLICIES

The Policies will be sold by persons who are licensed as insurance agents
or brokers in the state where the Policy is sold. These agents and brokers will
be registered representatives of broker-dealers who are registered under the
Securities Exchange Act of 1934 and who are members of the National Association
of Securities Dealers ("NASD").

The Policies will be distributed by our principal underwriter, CIGNA
Financial Services, Inc., 900 Cottage Grove Road, Hartford, CT 06152. CIGNA
Financial Services, Inc. is a Delaware corporation organized in 1995. It is the
principal underwriter for our other registered Separate Accounts.

We may pay commissions to agents and brokers in connection with the sale of
the Policies. These commissions will not be more than 20% of premium payments
during the first policy year, and not more than 15% of premium payments after
that. We may also pay commissions based on Cash Value balances. All commissions
will be recovered through the other charges under the Policy.
STATE REGULATION

We are subject to insurance laws and regulations of Connecticut, our home
state, as well as those of other states where we do business. Each year, we file
an annual statement with insurance departments that cover our operations for the
prior year, and our financial condition at the end of the prior year.

State regulation includes periodic review by regulators to determine our
contract liabilities and reserves so the insurance department may certify that
those items are correct. Our books and accounts are subject to insurance
department review at any time, and includes a full examination of our operations
at least every five years by the National Association of Insurance
Commissioners.

This regulation does not involve any supervision of our management or
investment practices or policies.

A blanket bond for $10 million covers all of our officers and employees.
REPORTS TO CERTIFICATE OWNERS

We will provide you with an annual statement which will show:

-- Your current life insurance coverage amount.

-- Your current death benefit.

-- Your current Cash Value.

-- Your Cash Value after policy loans are taken into account.

-- Premiums paid since the last report.

-- Monthly charges deducted since the last report.

-- Loan activity and interest since the last report.

-- The amount of Cash Value in each Variable Fund, and in the Fixed Account.

We will also provide you with an annual report including a financial
statement for the Separate Account.

We will also provide you with a statement of significant transactions, such
as:

-- Changes in life insurance coverage amount.

-- Changes in allocations of premium payments to the Variable Funds and/or
the Fixed Account.

-- Transfers among the Variable Funds, or between the Variable Funds and the
Fixed Account.

25
<PAGE> 28

-- Loans and loan repayments.

-- Termination and reinstatement.

We will mail these reports to you at your last known address.

LEGAL PROCEEDINGS

Neither we nor our Separate Account are involved in, or aware of, any
material lawsuits or administrative proceedings, other than ordinary routine
litigation that is incidental to our business.

CIGNA Financial Services, Inc., the principal underwriter, is not a party
to any material lawsuits of any kind.

EXPERTS

Actuarial opinions regarding the Policies have been provided by Lisa
Johnson, FSA, MAAA, and are contained in the opinion filed as an exhibit to our
Registration Statement, on Ms. Johnson's authority as an expert in actuarial
matters.

Legal matters involving the federal securities laws have been reviewed by
Jorden Burt Boros Cicchetti Berenson & Johnson LLP, Washington, D.C.

Legal matters related to the Policies have been reviewed by Michael A.
James, Chief Counsel, CIGNA Group Insurance, Philadelphia, PA 19192, in the
opinion filed as an exhibit to our Registration Statement, given on his
authority as an expert in these matters.

The consolidated financial statements as of December 31, 1999 and 1998, and
for each of the years included in this Prospectus, have been so included in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of PricewaterhouseCoopers LLP as experts in auditing and
accounting.

REGISTRATION STATEMENT

We have filed a Registration Statement with the Securities and Exchange
Commission under the Securities Act of 1933, with respect to the Group Policies.
This prospectus does not contain all the information in the Registration
Statement (as amended), and its exhibits. You should refer to the Registration
Statement for more information.

The statements in this Prospectus about the Policy are a summary of the
Policy. The complete terms of the Policy are contained in the Policy which was
filed with the Registration Statement, and the specific terms of the Policy
issued to a particular Group Policy will be contained in that Group Policy,
which can be inspected at the Group Policyholder's offices.

ILLUSTRATIONS

Below are tables which show how Cash Value and death benefits may vary over
time based on investment performance. These tables are based on the following
assumptions:

-- The Certificate was issued at age 40.

-- The life insurance coverage amount is $100,000.

-- There are no optional benefits.

-- The monthly premium is $100.00.

-- There are no premium payments other than the monthly premiums shown in
the tables.

-- There are no policy loans, partial surrenders, or changes in coverage
amount.

-- No premiums are allocated to the Fixed Account.

-- Not more than 12 transfers between Funds are made during a Policy Year.

-- Investment management fees are at an effective annual rate of 0.65% of
Cash Value.

-- No taxes are imposed on the Separate Account.

CURRENT VALUE illustrations are based on the following assumptions:

-- Monthly cost of insurance rates are based on the uniform cost of group
life insurance (Table I) under Section 79 of the Internal Revenue Code,
as in effect prior to June 30, 1999.

-- Daily charges on Fund balances at an effective annual rate of 0.45%.

-- Premium charges of 3.00% of each premium payment.

-- Monthly certificate expense charges of $3.25 per month for each month
where Cash Value (net of loans) does not exceed $10,000, or $2.20 per
month for each month where Cash Value (net of loans) exceeds $10,000.

GUARANTEED illustrations are based on the following assumptions:

-- Monthly cost of insurance rates are based on the maximum rates permitted
by the Policy.

26
<PAGE> 29

-- Daily charges on Fund balances at an effective annual rate of 0.90%.

-- Premium charges of 5.00% of each premium payment.

-- Monthly certificate expense charges of $6.00 per month for each month
where Cash Value (net of loans) does not exceed $10,000, or $5.00 per
month for each month where Cash Value (net of loans) exceeds $10,000.

The last 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 each year.

If investment management fees and other charges against the Funds are taken
into account, the actual rates of return shown in these illustrations would be:

<TABLE>
<CAPTION>
GROSS GUARANTEED
RATE OF CURRENT MAXIMUM
RETURN CHARGES CHARGES
- ------- ------- ----------
<S> <C> <C>
0%................... -1.10% -1.55%
6%................... 4.90% 4.45%
12%.................. 10.90% 10.45%
</TABLE>

If you request, we will provide similar illustrations, showing values based
on both current charges and guaranteed maximum charges, based on:

-- Your age;

-- Your requested amount of life insurance coverage;

-- Your requested monthly premium payment.

These illustrations are based on hypothetical rates of return. They are not
intended to show actual past or expected future performance. Actual rates of
return may be more or less than is shown here. Your actual rate of return will
depend on a number of factors, including:

-- Your investment allocations.

-- The actual returns of each Variable Fund.

-- Whether you take Policy loans or make partial surrenders.

27
<PAGE> 30

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

ILLUSTRATION BASED ON CURRENT EXPENSE AND MORTALITY CHARGES

<TABLE>
<CAPTION>
0% RETURN 6% RETURN 12% RETURN
END OF POLICY ----------------- ----------------- ------------------ PREMIUMS
POLICY YEAR CASH DEATH CASH DEATH CASH DEATH PLUS 5%
YEAR PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT INTEREST
- ------ ------- ------ ------- ------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1................................. 1,200 916 100,916 945 100,945 975 100,975 1,232
2................................. 1,200 1,821 101,821 1,937 101,937 2,055 102,055 2,526
3................................. 1,200 2,716 102,716 2,977 102,977 3,254 103,254 3,885
4................................. 1,200 3,602 103,602 4,068 104,068 4,583 104,583 5,311
5................................. 1,200 4,478 104,478 5,213 105,213 6,057 106,057 6,809
6................................. 1,200 5,201 105,201 6,266 106,266 7,539 107,539 8,382
7................................. 1,200 5,916 105,916 7,370 107,370 9,183 109,183 10,033
8................................. 1,200 6,623 106,623 8,529 108,529 11,013 111,013 11,767
9................................. 1,200 7,323 107,323 9,744 109,744 13,049 113,049 13,588
10................................ 1,200 8,015 108,015 11,029 111,029 15,307 115,307 15,499
11................................ 1,200 8,472 108,472 12,146 112,146 17,569 117,569 17,506
12................................ 1,200 8,925 108,925 13,317 113,317 20,079 120,079 19,614
13................................ 1,200 9,372 109,372 14,546 114,546 22,861 122,861 21,827
14................................ 1,200 9,815 109,815 15,835 115,835 25,948 125,948 24,151
15................................ 1,200 10,259 110,259 17,187 117,187 29,370 129,370 26,590
16................................ 1,200 10,382 110,382 18,274 118,274 32,823 132,823 29,152
17................................ 1,200 10,504 110,504 19,413 119,413 36,652 136,652 31,842
18................................ 1,200 10,625 110,625 20,608 120,608 40,898 140,898 34,666
19................................ 1,200 10,744 110,744 21,862 121,862 45,608 145,608 37,632
20................................ 1,200 10,862 110,862 23,177 123,177 50,830 150,830 40,746
25................................ 1,200 8,950 108,950 27,931 127,931 83,515 183,515 58,812
30................................ 1,200 1,686 101,686 27,655 127,655 131,004 231,004 81,870
</TABLE>

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

28
<PAGE> 31

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

ILLUSTRATION BASED ON GUARANTEED MAXIMUM EXPENSE
AND MORTALITY CHARGES

<TABLE>
<CAPTION>
0% RETURN 6% RETURN 12% RETURN
END OF POLICY ----------------- ----------------- ------------------ PREMIUMS
POLICY YEAR CASH DEATH CASH DEATH CASH DEATH PLUS 5%
YEAR PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT INTEREST
- ------ ------- ------ ------- ------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1................................. 1,200 590 100,590 609 100,609 628 100,628 1,232
2................................. 1,200 1,131 101,131 1,204 101,204 1,279 101,279 2,526
3................................. 1,200 1,620 101,620 1,781 101,781 1,953 101,953 3,885
4................................. 1,200 2,054 102,054 2,335 102,335 2,646 102,646 5,311
5................................. 1,200 2,431 102,431 2,860 102,860 3,357 103,357 6,809
6................................. 1,200 2,748 102,748 3,354 103,354 4,085 104,085 8,382
7................................. 1,200 3,001 103,001 3,809 103,809 4,828 104,828 10,033
8................................. 1,200 3,189 103,189 4,220 104,220 5,582 105,582 11,767
9................................. 1,200 3,309 103,309 4,583 104,583 6,345 106,345 13,588
10................................ 1,200 3,353 103,353 4,885 104,885 7,109 107,109 15,499
11................................ 1,200 3,315 103,315 5,117 105,117 7,867 107,867 17,506
12................................ 1,200 3,184 103,184 5,262 105,262 8,605 108,605 19,614
13................................ 1,200 2,950 102,950 5,306 105,306 9,307 109,307 21,827
14................................ 1,200 2,600 102,600 5,228 105,228 9,956 109,956 24,151
15................................ 1,200 2,121 102,121 5,008 105,008 10,541 110,541 26,590
16................................ 1,200 1,508 101,508 4,631 104,631 11,037 111,037 29,152
17................................ 1,200 752 100,752 4,081 104,081 11,423 111,423 31,842
18................................ 1,200 ** ** 3,338 103,338 11,677 111,677 34,666
19................................ 1,200 ** ** 2,386 102,386 11,774 111,774 37,632
20................................ 1,200 ** ** 1,197 101,197 11,682 111,682 40,746
25................................ 1,200 ** ** ** ** 6,490 106,490 58,812
30................................ 1,200 ** ** ** ** ** ** 81,870
</TABLE>

- ---------------
** Note: The planned premium for this illustration will not provide cash values
and death benefits in these policy years
- --------------------------------------------------------------------------------

FINANCIAL STATEMENTS

Below are the consolidated balance sheets of the insurance company and its
subsidiaries as of December 31, 1999 and 1998, and consolidated statements of
income, retained earnings and cash flow for the years ended December 31, 1999,
1998 and 1997.

These financial statements only bear upon our ability to meet our
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 begun operations.

29
<PAGE> 32

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholder of
Connecticut General Life Insurance Company

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, comprehensive income and changes in
shareholder's equity and of cash flows present fairly, in all material respects,
the financial position of Connecticut General Life Insurance Company and its
subsidiaries at December 31, 1999 and 1998, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1999, in conformity with accounting principles generally accepted in the
United States. 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 auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP
Hartford, Connecticut

February 8, 2000

30
<PAGE> 33

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1999 1998 1997
-------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
REVENUES
Premiums and fees........................................... $6,573 $5,683 $5,376
Net investment income....................................... 2,421 2,637 3,139
Other revenues.............................................. 111 427 10
Realized investment gains................................... 7 93 45
------ ------ ------
Total revenues.................................... 9,112 8,840 8,570
------ ------ ------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses.................... 6,062 5,802 5,917
Policy acquisition expenses................................. 45 44 122
Other operating expenses.................................... 1,945 1,763 1,618
------ ------ ------
Total benefits, losses and expenses............... 8,052 7,609 7,657
------ ------ ------
INCOME BEFORE INCOME TAXES.................................. 1,060 1,231 913
------ ------ ------
Income taxes (benefits):
Current................................................... 268 636 347
Deferred.................................................. 90 (211) (49)
------ ------ ------
Total taxes....................................... 358 425 298
------ ------ ------
NET INCOME.................................................. $ 702 $ 806 $ 615
====== ====== ======
</TABLE>

The Notes to Financial Statements are an integral part of these statements.
31
<PAGE> 34

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
----------------------------------
1999 1998
------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C>
ASSETS
Investments:
Fixed maturities, at fair value (amortized cost, $16,521;
$16,820)............................................... $16,313 $18,067
Mortgage loans............................................ 8,980 8,875
Policy loans.............................................. 3,007 6,091
Real estate............................................... 775 712
Equity securities, at fair value (cost, $57; $62)......... 62 47
Other long-term investments............................... 184 159
Short-term investments.................................... 66 85
------- -------
Total investments................................. 29,387 34,036
Cash and cash equivalents................................... 636 1,026
Accrued investment income................................... 379 494
Premiums and accounts receivable............................ 1,048 939
Reinsurance recoverables.................................... 7,251 7,278
Deferred policy acquisition costs........................... 208 187
Property and equipment...................................... 406 365
Deferred income taxes....................................... 933 865
Current income taxes........................................ 17 --
Other assets................................................ 373 236
Goodwill and other intangibles.............................. 706 730
Separate account assets..................................... 38,459 34,648
------- -------
Total assets...................................... $79,803 $80,804
======= =======
LIABILITIES
Contractholder deposit funds................................ $26,599 $30,614
Future policy benefits...................................... 7,757 8,286
Unpaid claims and claim expenses............................ 1,434 1,286
Unearned premiums........................................... 149 162
------- -------
Total insurance and contractholder liabilities.... 35,939 40,348
Accounts payable, accrued expenses and other liabilities.... 2,464 2,523
Current income taxes........................................ -- 65
Separate account liabilities................................ 37,921 34,340
------- -------
Total liabilities................................. 76,324 77,276
------- -------
CONTINGENCIES -- NOTE 13
SHAREHOLDER'S EQUITY
Common stock (6 shares issued).............................. 30 30
Additional paid-in capital.................................. 1,120 1,072
Net unrealized (depreciation) appreciation, fixed
maturities................................................ $(28) $243
Net unrealized (depreciation), equity securities............ (17) (25)
Net translation of foreign currencies....................... 1 2
---- ----
Accumulated other comprehensive (loss) income............... (44) 220
Retained earnings........................................... 2,373 2,206
------- -------
Total shareholder's equity........................ 3,479 3,528
------- -------
Total liabilities and shareholder's equity........ $79,803 $80,804
======= =======
</TABLE>

The Notes to Financial Statements are an integral part of these statements.
32
<PAGE> 35

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN
STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------
1999 1998 1997
----------------------------- ----------------------------- -----------------------------
COMPREHENSIVE SHAREHOLDER'S COMPREHENSIVE SHAREHOLDER'S COMPREHENSIVE SHAREHOLDER'S
INCOME EQUITY INCOME EQUITY INCOME EQUITY
------------- ------------- ------------- ------------- ------------- -------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK................... $ 30 $ 30 $ 30
------ ------- ------
ADDITIONAL PAID-IN CAPITAL,
BEGINNING OF YEAR............ 1,072 766 766
Net assets contributed by
parent....................... 48 306 --
------ ------- ------
ADDITIONAL PAID-IN CAPITAL, END
OF YEAR...................... 1,120 1,072 766
------ ------- ------
ACCUMULATED OTHER COMPREHENSIVE
INCOME, BEGINNING OF YEAR.... 220 258 191
Net unrealized (depreciation)
appreciation, fixed
maturities................... $(271) (271) $(39) (39) $ 69 69
Net unrealized appreciation
(depreciation), equity
securities................... 8 8 1 1 (1) (1)
----- ---- ----
Net unrealized (depreciation)
appreciation on
investments.................. (263) (38) 68
Net translation of foreign
currencies................... (1) (1) -- -- (1) (1)
----- ---- ----
Other comprehensive (loss)
income.................... (264) (38) 67
----- ------ ---- ------- ---- ------
ACCUMULATED OTHER COMPREHENSIVE
(LOSS) INCOME, END OF YEAR... (44) 220 258
------ ------- ------
RETAINED EARNINGS, BEGINNING OF
YEAR......................... 2,206 3,392 3,177
Net income................... 702 702 806 806 615 615
Dividends declared........... (535) (1,992) (400)
------ ------- ------
RETAINED EARNINGS, END OF
YEAR......................... 2,373 2,206 3,392
------ ------- ------
TOTAL COMPREHENSIVE INCOME AND
SHAREHOLDER'S EQUITY......... $ 438 $3,479 $768 $ 3,528 $682 $4,446
===== ====== ==== ======= ==== ======
</TABLE>

The Notes to Financial Statements are an integral part of these statements.
33
<PAGE> 36

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1999 1998 1997
-------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................. $ 702 $ 806 $ 615
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Insurance liabilities..................................... 22 67 78
Reinsurance recoverables.................................. 31 (7) 68
Deferred policy acquisition costs......................... (21) (12) (97)
Premiums and accounts receivable.......................... (238) (179) 106
Accounts payable, accrued expenses, other liabilities and
current income taxes.................................... (30) 149 41
Deferred income taxes..................................... 90 (211) (49)
Other assets.............................................. (32) (339) (54)
Depreciation and goodwill amortization.................... 154 113 88
Gain on sale of business.................................. (95) (418) --
Other, net................................................ 88 (50) (99)
------- ------- -------
Net cash provided by (used in) operating
activities......................................... 671 (81) 697
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
Fixed maturities.......................................... 2,336 2,869 1,583
Mortgage loans............................................ 758 1,052 807
Policy loans.............................................. 272 382 --
Equity securities......................................... 24 15 14
Other (primarily short-term investments).................. 5,958 6,822 6,848
Investment maturities and repayments:
Fixed maturities.......................................... 2,404 2,797 2,394
Mortgage loans............................................ 426 421 601
Investments purchased:
Fixed maturities.......................................... (4,293) (3,881) (4,339)
Mortgage loans............................................ (1,381) (1,611) (1,426)
Equity securities......................................... (17) (7) (9)
Other (primarily short-term investments).................. (5,945) (7,652) (6,309)
Sale of individual life insurance and annuity business, net
proceeds.................................................. -- 1,295 --
Other, net.................................................. (358) (274) (102)
------- ------- -------
Net cash provided by investing activities................. 184 2,228 62
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to contractholder deposit
funds..................................................... 7,585 7,050 7,634
Withdrawals and benefit payments from contractholder deposit
funds..................................................... (8,296) (7,106) (7,023)
Dividends paid to parent.................................... (535) (1,992) (400)
Other, net.................................................. 1 4 (47)
------- ------- -------
Net cash (used in) provided by financing
activities......................................... (1,245) (2,044) 164
------- ------- -------
Net (decrease) increase in cash and cash equivalents........ (390) 103 923
Cash and cash equivalents, beginning of year................ 1,026 923 --
------- ------- -------
Cash and cash equivalents, end of year...................... $ 636 $ 1,026 $ 923
======= ======= =======
Supplemental Disclosure of Cash Information:
Income taxes paid, net of refunds......................... $ 337 $ 520 $ 402
Interest paid............................................. $ 3 $ 3 $ 5
</TABLE>

The Notes to Financial Statements are an integral part of these statements.
34
<PAGE> 37

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

Connecticut General Life Insurance Company and its subsidiaries
(collectively referred to as "Connecticut General") provide group life and
health insurance and retirement and investment products and services.
Connecticut General operates throughout the United States and in selected
international locations. Connecticut General is an indirect wholly-owned
subsidiary of CIGNA Corporation (CIGNA).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION: The consolidated financial statements include
the accounts of Connecticut General and all significant subsidiaries. These
consolidated financial statements were prepared in conformity with generally
accepted accounting principles. Amounts recorded in the financial statements
reflect management's estimates and assumptions about medical costs, interest
rates and other factors. Significant estimates are discussed in these Notes.
Certain reclassifications have been made to prior years' amounts to conform to
the 1999 presentation.

B. RECENT ACCOUNTING PRONOUNCEMENTS: INSURANCE-RELATED ASSESSMENTS.
Connecticut General adopted Statement of Position (SOP) 97-3, "Accounting by
Insurance and Other Enterprises for Insurance-Related Assessments," as of
January 1, 1999. Issued by the American Institute of Certified Public
Accountants, this SOP guides companies in measuring and recording liabilities
for insolvency fund and other insurance-related assessments, such as workers'
compensation second injury funds, medical risk pools and charges for operating
expenses of state regulatory bodies. The cumulative effect of adopting the SOP
was not material.

INTERNAL USE SOFTWARE. In 1999, Connecticut General adopted SOP 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." This SOP specifies the types of costs that must be capitalized
and amortized over the software's expected useful life and the types of costs
that must be immediately recognized as expense. Implementation of this SOP did
not have a material effect on results of operations, liquidity or financial
condition. The effect of this pronouncement on Connecticut General's financial
statements in future periods will vary based on the level of software
development costs incurred.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. In 1998, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
(SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 requires that derivatives be reported on the balance sheet at fair
value. Changes in fair value are recognized in net income or, for derivatives
that hedge market risk related to future cash flows, in accumulated other
comprehensive income. Companies are required to implement SFAS No. 133 by the
first quarter of 2001, showing the cumulative effect of adoption in net income
and accumulated other comprehensive income. Connecticut General has not
determined whether it will adopt these changes before the required
implementation date or what their effect will be.

C. FINANCIAL INSTRUMENTS: In the normal course of business, Connecticut
General enters into transactions involving various types of financial
instruments. These financial instruments include investments (such as fixed
maturities and equity securities), short and long-term debt, and
off-balance-sheet instruments (such as investment and loan commitments and
financial guarantees). These instruments may change in value due to interest
rate and market fluctuations, and most have credit risk. Connecticut General
evaluates and monitors each financial instrument individually and, when
management considers it appropriate, uses certain derivative instruments or
obtains collateral or other forms of security to limit risk of loss.

Most financial instruments that are subject to fair value disclosure
requirements (such as fixed maturities and equity securities) are carried in the
financial statements at amounts that approximate fair value. At the end of 1999
and 1998, the fair values of mortgage loans, contractholder deposit funds
(non-insurance products), and long-term debt were not materially different from
their carrying amounts. Fair values of off-balance-sheet financial instruments
were not material.

Fair values of financial instruments are based on quoted market prices when
available. When market prices are not available, management estimates fair value
based on discounted cash flow analyses, which use current interest rates for
similar financial instruments with comparable terms and credit quality.
Management estimates the fair value of liabilities for contractholder deposit
funds using the amount payable on demand and, for those deposit funds not
payable on demand,

35
<PAGE> 38

using discounted cash flow analyses. In many cases, an estimate of the fair
value of a financial instrument may differ significantly from the amount that
could be realized if the instrument were sold immediately.

D. INVESTMENTS: Connecticut General's accounting policies for investment
assets are discussed below.

FIXED MATURITIES AND MORTGAGE LOANS. Investments in fixed maturities
include bonds, mortgage- and other asset-backed securities and redeemable
preferred stocks. These investments are classified as available for sale and are
carried at fair value. Fixed maturities are considered impaired, and amortized
cost is written down to fair value, when management expects a decline in value
to persist.

Mortgage loans are carried at unpaid principal balances. Impaired loans are
carried at the fair value of the underlying collateral. Mortgage loans are
considered impaired when it is probable that Connecticut General will not
collect all amounts due according to the terms of the loan agreement.

When an investment is current, Connecticut General recognizes interest
income when it is earned. Connecticut General stops recognizing interest income
on fixed maturities and mortgage loans when they are delinquent or restructured
for troubled borrowers to modify basic financial terms, such as to reduce the
interest rate or extend the maturity date. Net investment income on these
investments is recognized only when payment is received.

REAL ESTATE. Investment real estate can be held to produce income or for
sale.

Connecticut General carries real estate held to produce income at
depreciated cost less any write-downs to fair value due to impairment.
Depreciation is generally calculated using the straight-line method based on the
estimated useful life of each asset.

Connecticut General acquires most real estate held for sale through
foreclosure of mortgage loans. At the time of foreclosure, properties are valued
at fair value less estimated costs to sell, and are reclassified from mortgage
loans to real estate held for sale. After foreclosure, these investments are
carried at the lower of fair value at foreclosure or current fair value less
estimated costs to sell, and are no longer depreciated. Valuation reserves
reflect changes in fair value after foreclosure. Connecticut General
rehabilitates, re-leases, and sells foreclosed properties held for sale, a
process that usually takes from two to four years, unless management considers a
near-term sale preferable.

Connecticut General uses several methods to determine the fair value of
real estate, but relies primarily on discounted cash flow analyses and, in some
cases, third-party appraisals.

EQUITY SECURITIES AND SHORT-TERM INVESTMENTS. Connecticut General
classifies equity securities and short-term investments as available for sale
and carries them at fair value, which for short-term investments approximates
cost. Equity securities include common and non-redeemable preferred stocks.

POLICY LOANS. Policy loans are carried at unpaid principal balances.

INVESTMENT GAINS AND LOSSES. Realized investment gains and losses result
from sales, investment asset write-downs and changes in valuation reserves and
are based on specifically identified assets. Connecticut General's net income
does not include gains and losses on investment assets related to
experience-rated pension policyholders' contracts and participating life
insurance policies (policyholder share) because these amounts generally accrue
to the policyholders.

Unrealized gains and losses on investments carried at fair value are
included in accumulated other comprehensive income, net of policyholder share
and deferred income taxes.

DERIVATIVE FINANCIAL INSTRUMENTS. Note 4(F) discusses Connecticut
General's accounting policies for derivative financial instruments.

E. CASH AND CASH EQUIVALENTS: Cash equivalents consist of short-term
investments that mature in three months or less at the time of purchase.

F. REINSURANCE RECOVERABLES: Reinsurance recoverables are estimates of
amounts that Connecticut General will receive from reinsurers. Allowances are
established for amounts owed to Connecticut General under reinsurance contracts
that management believes will not be received.

36
<PAGE> 39

G. DEFERRED POLICY ACQUISITION COSTS: Acquisition costs consist of
commissions, premium taxes, and other costs that Connecticut General incurs to
acquire new business. Acquisition costs for:

- contractholder deposit funds and universal life products are deferred and
amortized in proportion to the present value of total estimated gross
profits over the expected lives of the contracts.

- annuity and other individual life insurance products are deferred and
amortized, generally in proportion to the ratio of annual revenue to the
estimated total revenues over the contract periods.

- other products are expensed as incurred.

Management estimates future revenues less expected claims on products that
carry deferred policy acquisition costs. If that estimate is less than the
deferred costs, Connecticut General reduces deferred policy acquisition costs
and records an expense.

H. PROPERTY AND EQUIPMENT: Property and equipment are carried at cost less
accumulated depreciation. When applicable, cost includes interest, real estate
taxes and other costs incurred during construction. Connecticut General
calculates depreciation principally using the straight-line method based on the
estimated useful life of each asset. Accumulated depreciation was $506 million
at December 31, 1999, and $490 million at December 31, 1998.

I. OTHER ASSETS: Other assets consist primarily of various
insurance-related assets.

J. GOODWILL AND OTHER INTANGIBLES: Goodwill represents the excess of the
cost of businesses acquired over the fair value of their net assets. Other
intangible assets primarily represent purchased customer lists and provider
contracts.

Connecticut General amortizes goodwill and other intangibles on a
straight-line basis over periods ranging from five to 40 years. Management
revises amortization periods if it believes there has been a change in the
length of time that the intangibles will continue to have value. Accumulated
amortization was $167 million at December 31, 1999, and $143 million at December
31, 1998.

For businesses that have recorded goodwill, management analyzes historical
and estimated future income or undiscounted cash flows. If such results are
lower than the amount recorded as goodwill, Connecticut General reduces goodwill
and records an expense.

K. SEPARATE ACCOUNTS: Separate account assets and liabilities are
policyholder funds maintained in accounts with specific investment objectives.
These accounts are carried at market value. The investment income, gains and
losses of these accounts generally accrue to the policyholders and are not
included in Connecticut General's revenues and expenses.

L. CONTRACTHOLDER DEPOSIT FUNDS: Liabilities for contractholder deposit
funds include deposits received from customers for investment-related and
universal life products and investment earnings on their fund balances. These
liabilities are adjusted to reflect administrative charges, policyholder share
of unrealized appreciation or depreciation on investment assets and, for
universal life fund balances, mortality charges.

M. UNPAID CLAIMS AND CLAIM EXPENSES: Liabilities for unpaid claims and
claim expenses are estimates of payments to be made under health and dental
coverages for reported claims and for losses incurred but not yet reported.
Management develops these estimates using actuarial methods based upon
historical data for payment patterns, cost trends, product mix, seasonality,
utilization of health care services and other relevant factors. When estimates
change, Connecticut General records the adjustment in benefits, losses and
settlement expenses.

N. FUTURE POLICY BENEFITS: Future policy benefits are liabilities for
estimated future obligations under traditional life and health policies and
annuity products currently in force. Management develops these estimates using
premium assumptions for group annuity policies and assumes receipt of premiums
until benefits are paid for individual life policies. These estimation
techniques rely on assumptions as to future investment yield, mortality and
withdrawals that allow for adverse deviation.

Future policy benefits for individual life insurance and annuity policies
are computed using interest rate assumptions that generally decline over the
first 20 years and range from 2% to 11%. Mortality, morbidity, and withdrawal
assumptions are based on either Connecticut General's own experience or industry
actuarial tables.

37
<PAGE> 40

O. UNEARNED PREMIUMS: Premiums for group life, accident, and health
insurance are recognized as revenue on a pro rata basis over the contract
period. The unrecognized portion of these premiums is recorded as unearned
premiums.

P. OTHER LIABILITIES: Other liabilities consist principally of
postretirement and postemployment benefits and various insurance-related
liabilities, including amounts related to reinsurance contracts and guaranty
fund assessments that management can reasonably estimate.

Q. TRANSLATION OF FOREIGN CURRENCIES: Connecticut General's foreign
operations primarily use the local currencies as their functional currencies.
Connecticut General uses exchange rates as of the balance sheet date to
translate assets and liabilities.

The translation gain or loss on functional currencies, net of applicable
taxes, is generally reflected in accumulated other comprehensive income.
Connecticut General uses average exchange rates during the year to translate
revenues and expenses.

R. PREMIUMS AND FEES, REVENUES AND RELATED EXPENSES: Premiums for group
life, accident and health insurance are recognized as revenue on a pro rata
basis over the contract period. Benefits, losses and settlement expenses are
recognized when incurred.

Premiums for individual life insurance and individual and group annuity
products, excluding universal life and investment-related products, are
recognized as revenue when due. Benefits, losses and settlement expenses are
matched with premiums.

Revenue for investment-related products is recognized as follows:

- Net investment income on assets supporting investment-related products is
recognized as earned.

- Contract fees, which are based upon related administrative expenses, are
assessed against the customer's fund balance ratably over the contract
year.

Benefit expenses for investment-related products consist primarily of
income credited to policyholders in accordance with contract provisions.

Revenue for universal life products is recognized as follows:

- Net investment income on assets supporting universal life products is
recognized as earned.

- Fees for mortality are recognized ratably over the policy year.

- Administration fees are recognized as services are provided.

- Surrender charges are recognized as earned.

Benefit expenses for universal life products consist of benefit claims in
excess of policyholder account balances which are recognized when filed, and
amounts credited in accordance with contract provisions.

S. PARTICIPATING BUSINESS: Connecticut General's participating life
insurance policies entitle policyholders to earn dividends that represent a
portion of the earnings of Connecticut General's life insurance subsidiaries.
Participating insurance in force accounted for approximately 7% of Connecticut
General's total life insurance in force at the end of 1999, 1998 and 1997.

T. INCOME TAXES: Connecticut General and its domestic subsidiaries are
included in the consolidated United States federal income tax return filed by
CIGNA. The provision for federal income tax is calculated as if Connecticut
General were filing a separate federal income tax return. Connecticut General
generally recognizes deferred income taxes when assets and liabilities have
different values for financial statement and tax reporting purposes (temporary
differences).

Note 7 contains detailed information about Connecticut General's income
taxes.

NOTE 3 - DISPOSITION

Connecticut General conducts regular strategic and financial reviews of its
businesses to ensure that capital is used effectively. As a result of its
review, Connecticut General sold its individual life insurance and annuity
business for cash

38
<PAGE> 41

proceeds of $1.4 billion as of January 1, 1998. The sale generated an after-tax
gain of $773 million. Of this amount, $202 million was recognized at the time of
sale. The remaining gain was deferred because the principal agreement to sell
this business was an indemnity reinsurance arrangement. The deferred portion is
being recognized at the rate that earnings from the sold business would have
been expected to emerge, primarily over fifteen years on a declining basis.

Connecticut General recognized $62 million of the deferred gain in 1999 and
$66 million of the deferred gain in 1998.

As part of the sale, Connecticut General transferred invested assets of
$5.4 billion and various other assets and liabilities, and recorded a
reinsurance recoverable of $5.8 billion for insurance liabilities retained.

In 1997, revenues for the sold business were $972 million and net income
was $102 million.

NOTE 4 - INVESTMENTS

A. FIXED MATURITIES: The amortized cost and fair value by contractual
maturity periods for fixed maturities, including policyholder share, were as
follows at December 31, 1999:

<TABLE>
<CAPTION>
AMORTIZED FAIR
COST VALUE
--------- -------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less..................................... $ 992 $ 990
Due after one year through five years....................... 3,912 3,858
Due after five years through ten years...................... 3,997 3,949
Due after ten years......................................... 2,260 2,366
Mortgage-and other asset-backed securities.................. 5,360 5,150
------- -------
Total............................................. $16,521 $16,313
======= =======
</TABLE>

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

39
<PAGE> 42

Gross unrealized appreciation (depreciation) on fixed maturities, including
policyholder share, by type of issuer was as follows:

<TABLE>
<CAPTION>
AMORTIZED UNREALIZED UNREALIZED FAIR
COST APPRECIATION DEPRECIATION VALUE
--------- ------------ ------------ -------
(IN MILLIONS)
<S> <C> <C> <C> <C>
At December 31, 1999:
Federal government and agency bonds................ $ 481 $ 130 $ (3) $ 608
State and local government bonds................... 167 6 (6) 167
Foreign government bonds........................... 192 2 (9) 185
Corporate securities............................... 10,321 225 (343) 10,203
Federal agency mortgage-backed securities.......... 760 10 (8) 762
Other mortgage-backed securities................... 1,633 15 (69) 1,579
Other asset-backed securities...................... 2,967 20 (178) 2,809
------- ------ ----- -------
Total...................................... $16,521 $ 408 $(616) $16,313
======= ====== ===== =======
At December 31, 1998:
Federal government and agency bonds................ $ 568 $ 407 $ -- $ 975
State and local government bonds................... 145 20 -- 165
Foreign government bonds........................... 147 7 (9) 145
Corporate securities............................... 10,256 733 (94) 10,895
Federal agency mortgage-backed securities.......... 1,301 45 (1) 1,345
Other mortgage-backed securities................... 1,679 51 (10) 1,720
Other asset-backed securities...................... 2,724 121 (23) 2,822
------- ------ ----- -------
Total...................................... $16,820 $1,384 $(137) $18,067
======= ====== ===== =======
</TABLE>

At December 31, 1999, Connecticut General had commitments to purchase $36
million of fixed maturities. Most of these commitments are to purchase unsecured
investment grade bonds, bearing interest at a fixed market rate. These bond
commitments are diversified by issuer and maturity date. Connecticut General
expects to disburse approximately 75% of the committed amount in 2000.

B. MORTGAGE LOANS AND REAL ESTATE: Connecticut General's mortgage loans
and real estate investments are diversified by property type and location.
Mortgage loans are also diversified by borrower. These loans, which are secured
by the related property, are generally made at less than 75% of the property's
value.

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

<TABLE>
<CAPTION>
1999 1998
------ -------
(IN MILLIONS)
<S> <C> <C>
Mortgage loans.............................................. $8,980 $ 8,875
------ -------
Real estate:
Held for sale............................................. 297 326
Held to produce income.................................... 478 386
------ -------
Total real estate........................................... 775 712
------ -------
Total............................................. $9,755 $ 9,587
====== =======
</TABLE>

40
<PAGE> 43

At December 31, mortgage loans and real estate investments consist of the
following property types and geographic regions:

<TABLE>
<CAPTION>
1999 1998
------ ------
(IN MILLIONS)
<S> <C> <C>
Property type:
Retail facilities......................................... $3,018 $3,145
Office buildings.......................................... 4,081 3,814
Apartment buildings....................................... 1,191 1,283
Industrial................................................ 670 --
Hotels.................................................... 488 450
Other..................................................... 307 895
------ ------
Total............................................. $9,755 $9,587
====== ======
Geographic region:
Central................................................... $2,721 $3,051
Pacific................................................... 2,941 2,683
Middle Atlantic........................................... 1,653 1,510
South Atlantic............................................ 1,531 1,348
New England............................................... 909 995
------ ------
Total............................................. $9,755 $9,587
====== ======
</TABLE>

MORTGAGE LOANS

At December 31, 1999, scheduled mortgage loan maturities were as follows
(in billions): $1.0 in 2000, $0.8 in 2001, $1.1 in 2002, $1.6 in 2003, $1.3 in
2004, and $3.2 thereafter. Actual maturities could differ from contractual
maturities for several reasons. Borrowers may have the right to prepay
obligations, with or without prepayment penalties; the maturity date may be
extended; and loans may be refinanced.

At December 31, 1999, Connecticut General had commitments to extend credit
under commercial mortgage loan agreements of approximately $111 million, most of
which were at a fixed market rate of interest. These loan commitments are
diversified by property type and geographic region. Connecticut General expects
to disburse approximately all of the committed amount in 2000.

At December 31, impaired mortgage loans and valuation reserves were as
follows:

<TABLE>
<CAPTION>
1999 1998
----- -----
(IN MILLIONS)
<S> <C> <C>
Impaired loans with no valuation reserves................... $184 $132
Impaired loans with valuation reserves...................... 52 24
---- ----
Total impaired loans........................................ 236 156
Less valuation reserves..................................... (11) (6)
---- ----
Net impaired loans.......................................... $225 $150
==== ====
</TABLE>

41
<PAGE> 44

During the year ended December 31, changes in reserves for impaired
mortgage loans, including policyholder share, were as follows:

<TABLE>
<CAPTION>
1999 1998
----- -----
(IN MILLIONS)
<S> <C> <C>
Reserve balance -- January 1................................ $ 6 $ 44
Transfers to foreclosed real estate......................... -- (21)
Charge-offs upon sales...................................... -- (9)
Net change in valuation reserves............................ 5 (8)
--- ----
Reserve balance -- December 31.............................. $11 $ 6
=== ====
</TABLE>

Impaired mortgage loans, before valuation reserves, averaged approximately
$183 million in 1999, and $285 million in 1998. Interest income recorded and
cash received on impaired loans were approximately $19 million in 1999 and $12
million in 1998.

During 1999, Connecticut General refinanced approximately $96 million of
its mortgage loans at current market rates for borrowers unable to obtain
alternative financing, compared to $126 million in 1998.

REAL ESTATE

During 1999, non-cash investing activities included $13 million of real
estate acquired through foreclosure of mortgage loans, compared to $32 million
for 1998 and $81 million for 1997. The total of valuation reserves and
cumulative write-downs related to real estate, including policyholder share, was
$143 million at the end of 1999, compared to $171 million at the end of 1998.
Net investment income from real estate held for sale was $6 million for 1999 and
$8 million for 1998. Write-downs upon foreclosure and changes in valuation
reserves were not material for 1999 or 1998.

C. SHORT-TERM INVESTMENTS AND CASH EQUIVALENTS: Short-term investments and
cash equivalents were primarily debt securities -- principally corporate
securities of $398 million, asset-backed securities of $133 million and federal
government bonds of $77 million at December 31, 1999. Connecticut General held
$963 million in corporate securities, $68 million of federal government bonds
and $24 million of asset-backed securities at December 31, 1998.

D. NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS: Unrealized
appreciation (depreciation) on investments carried at fair value at December 31
was as follows:

<TABLE>
<CAPTION>
1999 1998
----- ------
(IN MILLIONS)
<S> <C> <C>
Unrealized appreciation:
Fixed maturities.......................................... $ 408 $1,384
Equity securities......................................... 7 10
----- ------
415 1,394
----- ------
Unrealized depreciation:
Fixed maturities.......................................... (615) (137)
Equity securities......................................... (2) (25)
----- ------
(617) (162)
----- ------
(202) 1,232
Less policyholder-related amounts........................... (150) 880
----- ------
Shareholder net unrealized appreciation (depreciation)...... (52) 352
Income tax expense (benefit)................................ (7) 134
----- ------
Net unrealized appreciation (depreciation).................. $ (45) $ 218
===== ======
</TABLE>

42
<PAGE> 45

Changes in net unrealized appreciation (depreciation) on investments for
the years ended December 31 were as follows:

<TABLE>
<CAPTION>
1999 1998 1997
----- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Unrealized appreciation (depreciation) on investments
held...................................................... $(405) $137 $106
Tax expense (tax benefit)................................... (141) 48 37
----- ---- ----
Unrealized appreciation (depreciation), net of taxes........ (264) 89 69
----- ---- ----
(Losses) gains realized in net income....................... (1) 195 1
Tax expense................................................. -- 68 --
----- ---- ----
(Losses) gains realized in net income, net of taxes......... (1) 127 1
----- ---- ----
Net unrealized appreciation (depreciation).................. $(263) $(38) $ 68
===== ==== ====
</TABLE>

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

<TABLE>
<CAPTION>
1999 1998
----- -----
(IN MILLIONS)
<S> <C> <C>
Fixed maturities............................................ $ 7 $22
Mortgage loans.............................................. 1 2
Real estate................................................. 76 68
Other long-term investments................................. 25 --
---- ---
Total............................................. $109 $92
==== ===
</TABLE>

F. DERIVATIVE FINANCIAL INSTRUMENTS: Connecticut General's investment
strategy is to manage the characteristics of investment and other assets -- such
as duration, yield, currency, and liquidity -- to reflect the varying
characteristics of the related insurance, contractholder and other liabilities.
In implementing its investment strategy, Connecticut General substantially
limits its use of derivative instruments to hedging applications designed to
limit interest rate, foreign exchange, and equity price risks. The effects of
derivatives were not material for 1999, 1998 or 1997.

HEDGE ACCOUNTING TREATMENT

Accounting rules provide that companies may only use hedge accounting when
it is probable that there will be a high correlation between the changes in fair
value or cash flow of a derivative instrument and the changes in fair value or
cash flow of the related hedged asset or liability. These changes are recognized
together in net income and generally offset each other.

When hedge accounting treatment does not apply, Connecticut General records
the derivative at fair value. Changes in fair value are then recognized in net
income, or in contractholder liabilities for certain derivatives associated with
experience-rated pension policyholders.

CREDIT RISK

Connecticut General routinely monitors exposure to credit risk associated
with swap and option contracts, and diversifies the portfolio among approved
dealers of high credit quality to limit risk.

43
<PAGE> 46

DERIVATIVE INSTRUMENTS USED

The table below presents information about the nature and accounting
treatment of Connecticut General's derivative financial instruments, and
includes their underlying notional amounts (in millions) at December 31:

<TABLE>
<CAPTION>
NOTIONAL
AMOUNTS:
RISK 1999
INSTRUMENT HEDGED PURPOSE CASH FLOWS ACCOUNTING POLICY 1998
---------- ----------- ------------------------ ------------------------ ------------------------ ---------
<S> <C> <C> <C> <C> <C>
SWAPS Interest Connecticut General Connecticut General Fair value is reported $350
rate and hedges the interest or periodically exchanges currently in fixed
foreign foreign currency cash cash flow differences maturities and net $351
currency flows of fixed between variable and interest cash flows are
risk maturities to match fixed interest rates or reported in net
associated liabilities between two currencies investment income.
(currency swaps are for both principal and
primarily Canadian interest.
dollars, Japanese yen,
Swiss francs, euros and
pounds sterling).

FORWARD SWAPS Interest Connecticut General Connecticut General Fair value is reported $1,793
rate risk hedges fair value periodically exchanges currently in long-term
changes of fixed the difference between investments, with --
maturity and mortgage variable and fixed rate changes in
loan investments held asset cash flows, contractholder deposit
primarily for beginning at a future funds.
experience-rated pension date.
policyholders.

WRITTEN AND Primarily Connecticut General Connecticut General Fair values are reported Written
PURCHASED equity risk writes reinsurance receives (pays) an up- currently in other $2,275
OPTIONS contracts to minimize front fee and liabilities and other
customers' market risks periodically pays assets, with changes $1,087
and purchases (receives) unfavorable reported in other
reinsurance contracts to changes in variable revenues or other
minimize the market annuity account values operating expenses. Purchased
risks assumed. These based on underlying $1,822
contracts are accounted mutual funds when $872
for as written and account holders elect to
purchased options. receive periodic income
payments.
</TABLE>

G. OTHER: As of December 31, 1999 and 1998, Connecticut General did not
have a concentration of investments in a single issuer or borrower exceeding 10%
of shareholder's equity.

NOTE 5 - INVESTMENT INCOME AND GAINS AND LOSSES

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

<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Fixed maturities............................................ $1,336 $1,386 $1,648
Equity securities........................................... 2 1 8
Mortgage loans.............................................. 754 739 885
Policy loans................................................ 257 459 532
Real estate................................................. 148 142 183
Other long-term investments................................. 22 19 17
Short-term investments...................................... 39 18 28
------ ------ ------
2,558 2,764 3,301
Less investment expenses.................................... 137 127 162
------ ------ ------
Net investment income....................................... $2,421 $2,637 $3,139
====== ====== ======
</TABLE>

44
<PAGE> 47

Net investment income attributable to policyholder contracts, which is
included in Connecticut General's revenues and is primarily offset by amounts
included in benefits, losses and settlement expenses, was approximately $1.4
billion for 1999, $1.6 billion for 1998, and $1.7 billion for 1997. Net
investment income for separate accounts, which is not reflected in Connecticut
General's revenues, was $1.7 billion for 1999, $1.5 billion for 1998, and $1.4
billion for 1997.

Fixed maturities and mortgage loans on non-accrual status, including
policyholder share, were as follows at December 31:

<TABLE>
<CAPTION>
1999 1998
----- -----
(IN MILLIONS)
<S> <C> <C>
Delinquent.................................................. $ 12 $ 28
Restructured................................................ 176 181
---- ----
Total non-accrual investments............................... $188 $209
==== ====
</TABLE>

In 1999, net investment income was $9 million higher than net interest
income would have been under the original terms of these securities, reflecting
collections of unrecognized interest income. For 1998 and 1997, net investment
income would have been higher by $8 million and $11 million in those years if
interest on these non-accrued investments would have been recognized in
accordance with their original terms.

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

<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Fixed maturities............................................ $(3) $34 $(3)
Equity securities........................................... 2 3 4
Mortgage loans.............................................. (1) 22 4
Real estate................................................. 5 10 28
Other....................................................... 4 24 12
--- --- ---
7 93 45
Income tax (benefit) expense................................ (1) 33 8
--- --- ---
Net realized investment gains............................... $ 8 $60 $37
=== === ===
</TABLE>

Realized investment gains and losses included impairments in the value of
investments, net of recoveries, of $9 million in 1999 and $25 million in 1997.
In 1998, realized investment gains and losses included recoveries in the value
of investments, net of impairments, of $5 million.

Realized investment gains that are not reflected in Connecticut General's
revenues for the year ended December 31 were as follows:

<TABLE>
<CAPTION>
1999 1998 1997
------ ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Separate accounts........................................... $2,253 $494 $489
Policyholder contracts...................................... $ 31 $201 $ 76
</TABLE>

Sales of available-for-sale fixed maturities and equity securities,
including policyholder share, for the year ended December 31 were as follows:

<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Proceeds from sales......................................... $2,360 $2,884 $1,597
Gross gains on sales........................................ $ 65 $ 180 $ 60
Gross losses on sales....................................... $ (26) $ (41) $ (98)
</TABLE>

45
<PAGE> 48

NOTE 6 - SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS

The Connecticut Insurance Department, which regulates Connecticut General,
prescribes accounting practices to determine statutory net income and surplus
(shareholder's equity). The prescribed accounting practices differ in a number
of ways from generally accepted accounting principles. Connecticut General's
statutory net income for the year ended, and surplus as of, December 31 were as
follows:

<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Net income.................................................. $ 747 $ 824 $ 417
Surplus..................................................... $1,981 $1,789 $2,182
</TABLE>

Connecticut General is subject to restrictions that limit the amount of
annual dividends or other distributions (such as loans or cash advances)
available to their shareholders without prior approval of regulatory
authorities. The maximum dividend distribution that Connecticut General may make
during 2000 without prior approval is approximately $0.7 billion. The amount of
restricted net assets as of December 31, 1999 was approximately $2.7 billion.

Connecticut General's capital stock consisted of 5,978,322 shares of common
stock authorized and outstanding as of December 31, 1999 and 1998 (par value
$5).

NOTE 7 - INCOME TAXES

Connecticut General's net deferred tax assets of $933 million as of
December 31, 1999, and $865 million as of December 31, 1998, reflect
management's belief that Connecticut General's taxable income in future years
will be sufficient to realize the net deferred tax asset. This determination is
based on Connecticut General's earnings history and future expectations.

Through 1983, a portion of Connecticut General's statutory income was not
subject to current income taxation, but was accumulated in a designated
policyholders' surplus account. Additions to the account were no longer
permitted beginning in 1984. Connecticut General's existing account balance of
$450 million would result in a $158 million tax liability only if it were
distributed to shareholders or exceeded a prescribed amount. Accordingly,
Connecticut General has not provided taxes on this amount, as management has
determined, it is remote these conditions will be met. However, see Note 13 for
further information regarding this matter.

CIGNA's federal income tax returns are routinely audited by the Internal
Revenue Service (IRS). In management's opinion, adequate tax liabilities have
been established for all years. Income taxes and deferred tax balances for the
years ended December 31, 1999 and 1998 reflect state income taxes. State income
taxes were not material in 1997.

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

<TABLE>
<CAPTION>
1999 1998
------ ------
(IN MILLIONS)
<S> <C> <C>
Deferred tax assets:
Other insurance and contractholder liabilities............ $ 142 $ 119
Employee and retiree benefit plans........................ 190 214
Deferred gain on sale of business......................... 235 290
Investments, net.......................................... 327 356
Policy acquisition expenses............................... 108 111
Unrealized appreciation on investments.................... 7 --
------ ------
Total deferred tax assets......................... 1,009 1,090
------ ------
</TABLE>

46
<PAGE> 49

<TABLE>
<CAPTION>
1999 1998
------ ------
(IN MILLIONS)
<S> <C> <C>
Deferred tax liabilities:
Unrealized appreciation on investments.................... $ -- $ 134
Depreciation and amortization............................. 68 67
Other..................................................... 8 24
------ ------
Total deferred tax liabilities.................... 76 225
------ ------
Net deferred income tax assets.............................. $ 933 $ 865
====== ======
</TABLE>

The components of income taxes for the year ended December 31 were as
follows:

<TABLE>
<CAPTION>
1999 1998 1997
---- ----- ----
(IN MILLIONS)
<S> <C> <C> <C>
Current taxes:
U.S. income............................................... $258 $ 617 $344
Foreign income............................................ 6 5 3
State income.............................................. 4 14 --
---- ----- ----
268 636 347
---- ----- ----
Deferred taxes (benefits):
U.S. income............................................... 90 (205) (49)
State income.............................................. -- (6) --
---- ----- ----
90 (211) (49)
---- ----- ----
Total income taxes................................ $358 $ 425 $298
==== ===== ====
</TABLE>

Total income taxes for the year ended December 31 were different from the
amount computed using the nominal federal income tax rate of 35% for the
following reasons:

<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Tax expense at nominal rate................................. $371 $431 $320
Tax-exempt interest income.................................. (4) (4) (5)
Dividends received deduction................................ (9) (13) (7)
Amortization of goodwill.................................... 5 5 4
State income tax (net of federal income tax benefit)........ 3 5 --
Resolved federal tax audit issues........................... -- -- (13)
Other....................................................... (8) 1 (1)
---- ---- ----
Total income taxes................................ $358 $425 298
==== ==== ====
</TABLE>

NOTE 8 - PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

A. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS: Connecticut General
provides pension and certain health care and life insurance benefits to eligible
retired employees and agents, spouses and other eligible dependents through
various plans. The expenses of retirement plans are allocated to Connecticut
General along with other benefit cost allocations.

Pension benefits are provided through a plan sponsored by CIGNA covering
most domestic employees and by a separate pension plan for former agents. CIGNA
funds the pension plans at least at the minimum amount required by the Employee
Retirement Income Security Act of 1974. Allocated pension cost for Connecticut
General was $19 million in 1999 and 1998 and $24 million in 1997. The plans had
deposits with Connecticut General totaling approximately $2.1 billion at
December 31, 1999 and $2.8 billion at December 31, 1998.

47
<PAGE> 50

Expense for post retirement benefits other than pensions allocated to
Connecticut General totaled $6 million for 1999 and $2 million for 1998. The
other post retirement benefit liability included in accounts payable, accrued
expenses and other liabilities, was $377 million as of December 31, 1999 and
$387 million as of December 31, 1998.

B. 401(k) PLANS: CIGNA sponsors various 401(k) plans in which CIGNA
matches a portion of employees' pre-tax contributions. Employees may invest in
one or more of the following funds: CIGNA common stock fund, several diversified
stock funds, a bond fund and a fixed-income fund.

CIGNA may elect to increase its matching contributions if CIGNA's annual
performance meets certain targets. A substantial amount of CIGNA's matching
contributions are invested in the CIGNA common stock fund. Connecticut General's
allocated expense for these plans was $20 million for 1999, $22 million for 1998
and $15 million for 1997.

NOTE 9 - REINSURANCE

In the normal course of business, Connecticut General enters into
agreements with other insurance companies to assume and cede reinsurance.
Reinsurance is ceded primarily to limit losses from large exposures and to
permit recovery of a portion of direct losses. Reinsurance does not relieve the
originating insurer of liability. Connecticut General evaluates the financial
condition of its reinsurers and monitors their concentrations of credit risk
(arising from similar geographic regions, activities, or economic
characteristics).

At December 31, 1999, Connecticut General had a reinsurance recoverable of
$6.0 billion from Lincoln National Corporation that arose as a result of the
sale of Connecticut General's individual life insurance and annuity business to
Lincoln through an indemnity reinsurance transaction. See Note 3 for information
about this sale.

Failure of reinsurers to indemnify Connecticut General, whether because of
reinsurer insolvencies or contract disputes, could result in losses. However,
management does not expect charges for unrecoverable reinsurance to have a
material effect on Connecticut General's results of operations, liquidity or
financial condition.

In Connecticut General's consolidated income statements, premiums and fees
were net of ceded premiums, and benefits, losses and settlement expenses were
net of reinsurance recoveries, in the following amounts:

<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
SHORT-DURATION CONTRACTS
Premiums and fees:
Direct.................................................... $4,248 $3,763 $3,119
Assumed................................................... 651 286 255
Ceded..................................................... (105) (237) (266)
------ ------ ------
Net earned premiums and fees................................ $4,794 $3,812 $3,108
====== ====== ======
LONG-DURATION CONTRACTS
Premiums and fees:
Direct.................................................... $1,750 $1,998 $1,979
Assumed................................................... 635 564 522
Ceded..................................................... (606) (691) (233)
------ ------ ------
Net earned premiums and fees................................ $1,779 $1,871 $2,268
====== ====== ======
REINSURANCE RECOVERIES
Individual life insurance and annuity business sold......... $ 362 $ 550 $ --
Other....................................................... 194 149 340
------ ------ ------
Total............................................. $ 556 $ 699 $ 340
====== ====== ======
</TABLE>

The effects of reinsurance on written premiums and fees for short-duration
contracts were not materially different from the amounts shown in the above
table.

48
<PAGE> 51

Ceded premiums and reinsurance recoveries associated with the individual
life and insurance businesses sold were $462 million and $362 million for 1999,
and $741 million and $550 million for 1998.

NOTE 10 - LEASES AND RENTALS

Rental expenses for operating leases, principally for office space,
amounted to $42 million in 1999 and 1998, and $76 million in 1997.

As of December 31, 1999, future net minimum rental payments under
non-cancelable operating leases were approximately $230 million, payable as
follows (in millions): $39 in 2000, $35 in 2001, $32 in 2002, $28 in 2003, $24
in 2004, and $72 thereafter.

NOTE 11 - SEGMENT INFORMATION

Operating segments are based on Connecticut General's internal reporting
structure. Segments generally reflect groups of related products. Connecticut
General presents segment information as follows:

EMPLOYEE HEALTH CARE, LIFE AND DISABILITY BENEFITS, which combines
Connecticut General's Health Care and Group Insurance segments, offers a range
of indemnity group health and managed care products and services through
guaranteed cost, experience rated and alternative funding arrangements such as
administrative services only and minimum premium plans. This segment also offers
group life and disability coverages.

EMPLOYEE RETIREMENT BENEFITS AND INVESTMENT SERVICES provides investment
products and professional services primarily to sponsors of qualified pension,
profit sharing and retirement savings plans. This segment also provides certain
corporate and variable life insurance products.

OTHER OPERATIONS consists of deferred gain recognized from the sale of the
individual life insurance and annuity business; corporate life insurance on
which policy loans are outstanding (leveraged corporate life insurance); life,
accident and health reinsurance operations; settlement annuity business; and
certain new business initiatives.

Connecticut General measures the financial results of its segments using
operating income (net income excluding after-tax realized investment results).
Connecticut General determines operating income for each segment consistent with
the accounting policies for the consolidated financial statements. Connecticut
General allocates other corporate general, administrative and systems expenses
on systematic bases. Income taxes are generally computed as if each segment were
filing separate income tax returns.

Connecticut General's operations are not materially dependent on one or a
few customers, brokers or agents.

Summarized segment financial information for the year ended and as of
December 31 was as follows:

<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
(IN MILLIONS)
<S> <C> <C> <C>
EMPLOYEE HEALTH CARE, LIFE AND DISABILITY BENEFITS
Premiums and fees and other revenues........................ $ 5,769 $ 5,012 $ 4,307
Net investment income....................................... 267 290 286
------- ------- -------
Segment revenues............................................ $ 6,036 $ 5,302 $ 4,593
Income tax expense.......................................... $ 174 $ 114 $ 108
Operating income............................................ $ 315 $ 195 $ 190
Assets under management:
Invested assets........................................... $ 3,341 $ 3,519 $ 3,761
Separate account assets................................... 2,038 1,702 1,440
------- ------- -------
Total............................................. $ 5,379 $ 5,221 $ 5,201
------- ------- -------
</TABLE>

49
<PAGE> 52

<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
(IN MILLIONS)
<S> <C> <C> <C>
EMPLOYEE RETIREMENT BENEFITS AND INVESTMENT SERVICES
Premiums and fees and other revenues........................ $ 251 $ 239 $ 205
Net investment income....................................... 1,596 1,605 1,653
------- ------- -------
Segment revenues............................................ $ 1,847 $ 1,844 $ 1,858
Income tax expense.......................................... $ 124 $ 113 $ 99
Operating income............................................ $ 258 $ 245 $ 229
Assets under management:
Invested assets........................................... $19,645 $20,511 $20,759
Separate account assets................................... 33,534 30,717 26,678
------- ------- -------
Total............................................. $53,179 $51,228 $47,437
------- ------- -------
OTHER OPERATIONS
Premiums and fees and other revenues........................ $ 664 $ 859 $ 874
Net investment income....................................... 558 742 1,200
------- ------- -------
Segment revenues............................................ $ 1,222 $ 1,601 $ 2,074
Income tax expense.......................................... $ 61 $ 165 $ 83
Operating income............................................ $ 121 $ 306 $ 159
Assets under management:
Invested assets........................................... $ 6,401 $10,006 $16,181
Separate account assets................................... 2,887 2,229 1,099
------- ------- -------
Total............................................. $ 9,288 $12,235 $17,280
------- ------- -------
REALIZED INVESTMENT GAINS
Realized investment gains................................... $ 7 $ 93 45
Income tax (benefit) expense................................ (1) 33 8
------- ------- -------
Realized investment gains, net of taxes..................... $ 8 $ 60 $ 37
------- ------- -------
TOTAL
Premiums and fees and other revenues........................ $ 6,684 $ 6,110 $ 5,386
Net investment income....................................... 2,421 2,637 3,139
Realized investment gains................................... 7 93 45
------- ------- -------
Total revenues.................................... $ 9,112 $ 8,840 $ 8,570
Income tax expense.......................................... $ 358 $ 425 $ 298
Operating income............................................ $ 694 $ 746 $ 578
Realized investment gains, net of taxes..................... 8 60 37
------- ------- -------
Net income.................................................. $ 702 $ 806 $ 615
Assets under management:
Invested assets........................................... $29,387 $34,036 $40,701
Separate account assets................................... 38,459 34,648 29,217
------- ------- -------
Total............................................. $67,846 $68,684 $69,918
------- ------- -------
</TABLE>

50
<PAGE> 53

Premiums and fees and other revenues by product type were as follows for
the year ended December 31:

<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Medical and Dental.......................................... 4,388 3,566 2,883
Group Life.................................................. 1,282 1,363 1,355
Other....................................................... 1,014 1,181 1,148
------ ------ ------
Total............................................. $6,684 $6,110 $5,386
====== ====== ======
</TABLE>

Connecticut General's foreign activities, including premiums and fees, net
income, translation adjustments, transaction losses and long-lived assets for
the years ended and as of December 31, 1999, 1998 and 1997 were not material.

NOTE 12 - RELATED PARTY TRANSACTIONS

Connecticut General has assumed the settlement annuity and group pension
business written by Life Insurance Company of North America (LINA), an
affiliate. Reserves held by Connecticut General for this business were $1.5
billion at December 31, 1999 and $1.7 billion at December 31, 1998.

Effective January 1, 1999, the Company entered into a contract to assume
certain accident and health business from CIGNA Life Insurance Company of New
York, an affiliate. During 1999, the Company assumed $439.1 million of premiums
and held reserves of $34.6 million at December 31, 1999.

Connecticut General cedes long-term disability business to LINA.
Reinsurance recoverables from LINA were $787 million at December 31, 1999 and
$834 million at December 31, 1998. In 1999, as part of this reinsurance
arrangement, LINA paid an experience refund of $32.5 million on an after tax
basis to the Company related to the period 1992-1994.

Effective January 1, 1998, Connecticut General assumed insurance reserves
totaling $85 million, along with a corresponding amount of invested and other
assets, under a coinsurance arrangement assigned from Healthsource Insurance
Company, an affiliate. In addition, Connecticut General was assigned the
responsibility for administering self-funded employee benefit plan products from
Healthsource Provident Administrators, Inc. (HPA), another affiliate. As part of
this assignment, net assets of approximately $304 million were transferred to
Connecticut General from HPA.

The Company has entered into an arrangement with International
Rehabilitation Services Inc. to receive certain rehabilitation, utilization
review and medical review services. The Company paid $70.1 million in 1999 and
$47.7 million in 1998 for these services.

The Company, along with other CIGNA subsidiaries, has entered into an
arrangement with CIGNA Investments, Inc. for investment advisory services. Fees
paid by the Company during 1999 totaled $29.5 million and $30.6 million in 1998.

The Company has an arrangement with CIGNA Health Corporation and its
subsidiaries and affiliates to provide managed care provider networks and other
administrative services for group health benefit plans insured or administered
by the Company. Fees paid by the Company totaled $772 million in 1999 and $685
million in 1998.

Connecticut General had lines of credit available from affiliates totaling
$600 million at December 31, 1999 and $600 million at December 31, 1998. 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
$0.2 million in 1999, $1.5 million in 1998 and $0.2 million in 1997. As of
December 31, 1999 and 1998 there were no borrowings outstanding under such
lines.

Connecticut General extended lines of credit to affiliates totaling $600
million at December 31, 1999 and 1998. All loans are payable upon demand with
interest rates equivalent to CIGNA's short-term borrowing rate. There were no
amounts outstanding as of December 31, 1999 or 1998.

Connecticut General, together with other CIGNA subsidiaries, has entered
into a pooling arrangement known as the CIGNA Corporate Liquidity Account (the
Account) for the purpose of increasing earnings on short-term investments.
Withdrawals from the Account, up to the total amount of the participant's
investment in the Account, are allowed on a demand basis. Connecticut General
had balances in the Account of $0.8 billion at December 31, 1999 and $1.1
billion at December 31, 1998.

51
<PAGE> 54

CIGNA allocates to Connecticut General its share of operating expenses
incurred at the corporate level. Connecticut General also allocates a portion of
its operating expenses to affiliated companies for whom it performs certain
administrative services.

NOTE 13 - CONTINGENCIES

A. FINANCIAL GUARANTEES: Connecticut General is contingently liable for
various financial guarantees provided in the ordinary course of business.
Connecticut General also secures reinsurance to recover a portion of amounts
paid in connection with a financial guarantee.

SPECIALTY LIFE REINSURANCE CONTRACTS. Connecticut General has entered into
specialty life reinsurance contracts that contain certain guarantees for
variable annuities. One type of reinsurance contract guarantees minimum income
benefits based on unfavorable changes in account values. The other type
guarantees a minimum death benefit, also based on unfavorable changes in account
values. The variable annuity account values are based on underlying domestic
equity and bond mutual fund investments.

Those reinsurance contracts that guarantee minimum income benefits are
accounted for as written options. Connecticut General has purchased reinsurance
from third parties which substantially reduces the risk of these contracts. See
Note 4 (f) for additional information.

For those reinsurance contracts that guarantee minimum death benefits,
reserves are established in amounts adequate to meet the estimated future
obligations. These estimates are based on various assumptions as to equity
market conditions and premiums, as well as interest, mortality and lapse rates,
allowing for adverse deviation. As of December 31, 1999, the amount of recorded
liabilities was $83 million, compared to recorded liabilities of $52 million as
of December 31, 1998.

Management is reviewing alternatives to manage the associated equity market
and interest rate risks for contracts that guarantee minimum death benefits. As
part of this review, Connecticut General is considering whether to modify
certain reserve assumptions for the contracts. The guarantees under these
contracts and changes that could result from this review could adversely affect
Connecticut General's consolidated results of operations in future periods.
However, management does not expect them to have a material adverse effect on
Connecticut General's liquidity or financial condition.

SEPARATE ACCOUNT CONTRACTS. Connecticut General guarantees a minimum level
of benefits for certain separate account contracts. If assets in these separate
accounts are insufficient to fund minimum policy benefits, Connecticut General
is obligated to pay the difference.

As of December 31, 1999, Connecticut General guaranteed minimum benefits of
$4.9 billion for separate account contracts, compared to $5.1 billion at the end
of 1998. The management fee that Connecticut General charges to separate
accounts includes a guarantee fee. These fees are recognized in income as
earned.

Connecticut General establishes a liability if management believes that
Connecticut General will be required to make a payment under a separate account
contract guarantee. No such liabilities were required as of December 31, 1999 or
1998. If Connecticut General becomes obligated to make payments as a result of
these guarantees, those obligations may adversely affect Connecticut General's
results of operations in future periods. However, management does not expect
these guarantee obligations to have a material adverse effect on Connecticut
General's liquidity or financial condition.

INDUSTRIAL REVENUE BONDS. As of December 31, 1999 and 1998, Connecticut
General guaranteed $85 million of industrial revenue bond issues. These bond
issues will be outstanding for up to 16 more years. If the issuers default,
Connecticut General will be required to make periodic payments based on the
original terms of the bonds. Unlike many debt obligations, an event of default
under these bonds will not cause all scheduled principal and interest payments
to be due immediately.

Connecticut General limits its exposure to credit risk due to default by
the primary borrower by reviewing the creditworthiness of guaranteed parties and
by monitoring credit conditions regularly. Connecticut General establishes a
reserve if management believes that Connecticut General will be required to make
a payment under a financial guarantee.

52
<PAGE> 55

B. REGULATORY AND INDUSTRY DEVELOPMENTS: Connecticut General's businesses
are subject to a changing social, economic, legal, legislative and regulatory
environment. Some of the more significant current issues that may affect
Connecticut General's businesses include:

- efforts to expand tort liability of health plans;

- proposed class action lawsuits targeting health care companies;

- initiatives to increase health care regulation;

- initiatives to restrict insurance pricing and the application of
underwriting standards; and

- efforts to revise federal tax laws.

HEALTH CARE REGULATION. Efforts are underway in the federal and state
legislatures and in the courts to increase regulation of the health care
industry and change its operational practices. Regulatory and operational
changes could have an adverse effect on Connecticut General's health care
activities if they reduce marketplace competition and innovation or result in
increased medical or administrative costs without improving the quality of care
or member satisfaction.

Other regulatory changes that have been under consideration and that could
have an adverse effect on Connecticut General's health care operations include:

- mandated benefits or services that increase costs without improving the
quality of care;

- managed care reform and patients' bill of rights legislation;

- loss of the ERISA preemption of state tort laws through legislative
actions and court decisions;

- changes in ERISA regulations imposing increased administrative burdens
and costs;

- restrictions on the use of prescription drug formularies; and

- privacy legislation that interferes with the ability to properly use
medical information for research, coordination of medical care and
disease management.

FEDERAL BUDGET PROPOSALS. The Administration's proposed budget for fiscal
year 2001 would tax amounts previously accumulated in a policyholders' surplus
account. If enacted, Connecticut General will record additional income tax
expense of $158 million. (See Note 7 to the Financial Statements for more
information.)

The proposed budget also would restrict the tax benefits for corporations
owning nonleveraged corporate life insurance policies. If enacted as proposed,
Connecticut General does not anticipate that this provision will have a material
effect on its consolidated results of operations, liquidity, or financial
condition, but it could have a material adverse effect on the results of
operations of the Employee Retirement Benefits and Investment Services segment.

TAX BENEFITS FOR CORPORATE-OWNED LIFE INSURANCE. In 1996, Congress passed
legislation implementing a three-year phase-out period for tax deductibility of
policy loan interest for most leveraged corporate life insurance products. As a
result, management expects revenues and operating income associated with these
products to continue to decline. In 1999, revenues of $350 million, and
operating income of $32 million, were from products that are affected by this
legislation.

STATUTORY ACCOUNTING PRINCIPLES. In 1998, the NAIC adopted standardized
statutory accounting principles. Although many states have indicated their
intent to adopt these principles, Connecticut, in which Connecticut General is
domiciled, has not formally adopted them. As a result, Connecticut General has
not determined the timing or effect of implementing these principles.

INSOLVENCY FUNDS. Various states maintain funds to pay the obligations of
insolvent insurance companies. These funds are financed with assessments against
all insurance companies writing business in that state. In some states,
insurance companies can recover a portion of these assessments through a
reduction in future premium taxes. Connecticut General recorded pre-tax charges
for continuing operations of $8 million for 1999, $18 million for 1998 and $28
million for 1997 for insolvency fund and other insurance-related assessments
that can be reasonably estimated, before giving effect to future premium tax
recoveries.

53
<PAGE> 56

Although future assessments and payments may adversely affect results of
operations in future periods, management does not expect these amounts to have a
material adverse effect on Connecticut General's liquidity or financial
condition.

C. CLASS ACTION LAWSUITS AND OTHER LITIGATION: Connecticut General, its
direct parent, Connecticut General Corporation, its indirect parent, CIGNA, and
its affiliate, CIGNA Health Corporation, and several health care industry
competitors have had proposed class action lawsuits filed against them by a
coalition of plaintiffs' attorneys. These lawsuits allege violations under RICO
and ERISA. Connecticut General is routinely involved in numerous lawsuits
arising, for the most part, in the ordinary course of the business of
administering and insuring employee benefit programs. Although the outcome of
litigation is always uncertain, Connecticut General does not believe that any
litigation currently threatened or pending involving Connecticut General will
result in losses that differ from recorded reserves by amounts that would be
material to results of operations, liquidity or financial condition.

54
<PAGE> 57

Exhibit Index

EX-99.C6 Opinion Council
Actuarial Consent
Consent of Council
Power of Attorney
<PAGE> 58
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 26th day of April,
2000.

(SEAL) CG VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT A
-----------------------------
(Registrant)

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

By: /S/ Michael A. James

Attest: /S/ Walter E. Heindl

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.

April 26, 2000 /S/ Thomas C. Jones*
-----------------------------
Thomas C. Jones
President (Principal Executive
Officer)

April 26, 2000 /S/ William M. Pastore*
-----------------------------
William M. Pastore, Director

April 26, 2000 /S/ Marc L. Preminger*
-----------------------------
Marc L. Preminger
Senior Vice President (Chief
Financial Officer)

April 26, 2000 /S/ Carol M. Olsen*
-----------------------------
Carol M. Olsen, Director

Page 1
<PAGE> 59
April 26, 2000 /S/ John E. Pacy*
-----------------------------
John E. Pacy, Director

April 26, 2000 /S/ Patricia L. Rowland*
-----------------------------
Patricia L. Rowland, Director

April 26, 2000 /S/ W. Allen Schaffer, M.D.*
-----------------------------
W. Allen Schaffer, M.D., Director

April 26, 2000 /S/ John Cannon III*
-----------------------------
John Cannon III, Director

April 26, 2000 /S/ Harold W. Albert*
-----------------------------
Harold W. Albert, Director

April 26, 2000 /S/ Jean H. Walker*
-----------------------------
Jean H. Walker, Director

*BY: /s/ Walter E. Heindl
-----------------------------
Walter E. Heindl
Attorney In Fact

Page 2

<PAGE> 1

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

April 26, 2000

RE: Form S-6 Registration Statement
CG Variable Life Insurance Separate Account A
(the "Separate Account")
File No. 33-60967

Ladies and Gentlemen:

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 Company Act of 1940 for the Account itself.

In the course of preparing this opinion, I have reviewed the Certificate of
Incorporation and the By-Laws of the Company, the Board actions with respect to
the 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/ Michael A. James
- ------------------------------------
Michael A. James
Chief Counsel

Page 1
<PAGE> 2

Connecticut General Life Insurance Company
Two Liberty Place
1601 Chestnut Street
Philadelphia, PA 19192

April 26, 2000

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 the 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.

I hereby consent to the use of this opinion as an exhibit in the Registration
Statement and to the reference to my name under the heading "Experts" in the
prospectus.

Very truly yours,

/S/ Lisa Johnson
- ---------------------------------------
Lisa Johnson, FSA, MAAA
Associate Actuary

Page 1
<PAGE> 3

April 27, 2000

Connecticut General Life Insurance Company
CG Variable Life Insurance Separate Account A
900 Cottage Grove Road
Hartford, Connecticut 06152

Re: Registration No. 33-60967

Ladies and Gentlemen:

We hereby consent to the reference to our name under the caption "Experts" in
the Prospectus contained in Post-Effective Amendment No. 5 to the Registration
Statement on Form S-6 (File No. 33-60967) for CG Variable Life Insurance
Separate Account A filed by the Account with the Securities and Exchange
Commission pursuant to the Securities Act of 1933.

Very truly yours,

JORDEN BURT BOROS CICCHETTI
BERENSON & JOHNSON LLP

By: /s/ Michael Berenson
- -------------------------------

Page 1
<PAGE> 4

POWER OF ATTORNEY

I, the undersigned director of Connecticut General Life Insurance Company,
hereby constitute and appoint Michael A. James and Walter E. Heindl, and each of
them individually, my true and lawful attorney, with full power to them and to
each of them to sign for me and in my name and in my capacity as director of
Connecticut General Life Insurance Company, any and all Registration Statements
on Form N-8B-2 or S-6 on behalf of the Company in the name of one of its
Separate Accounts filed with the Securities and Exchange Commission under the
Securities Act of 1933, and such other documentation as may be required to
obtain the necessary approvals of products from the Separate Account, hereby
ratifying and confirming my signature as it may be signed by my attorneys to
said Registration Statement and documentation.

Witness my hand and common seal on this 19th day of April, 2000.

/S/ Jean H. Walker
- ------------------------------------
Jean H. Walker

Page 1