<PAGE>
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
A. Exact name of trust: ICMG Registered Variable Life Separate Account One
B. Name of depositor: ITT Hartford Life and Annuity Insurance Company
C. Complete address of depositor's principal executive offices:
P.O. Box 2999
Hartford, CT 06104-2999
D. Name and address of agent for service:
Scott K. Richardson, Esquire
ITT Hartford Life and Annuity Insurance Company
P.O. Box 2999
Hartford, CT 06104-2999
E. Title and amount of securities being registered:
An indefinite amount of Group Flexible Premium Variable Life
Insurance Policies was previously registered pursuant to
Rule 24f-2 under the Investment Company Act of 1940.
F. Proposed maximum aggregate offering price to the public of the securities
being registered: Not yet determined.
G. Amount of Filing Fee: Paid
H. Approximate date of proposed public offering:
As soon as practicable after the effective date of this registration
statement.
<PAGE>
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on (May 1, 1995) pursuant to paragraph (b)(1)(v)of Rule 485
_____ 60 days after filing pursuant to paragraph (a)(1) of rule 485
_____ on May 1, 1995 pursuant to paragraph (a)(1) of Rule 485
_____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
_____ on __________ pursuant to paragraph (a)(2) of rule 485
The registrant hereby represents that it is relying on Section (b)(13)(i)(A) of
Rule 6e-3(T).
The Registrant hereby amends this Registration Statement on such date 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.
<PAGE>
-3-
RECONCILIATION AND TIE BETWEEN
FORM N-8B-2 AND PROSPECTUS
Item No. of
Form N-8B-2 CAPTION IN PROSPECTUS
----------- ----------------------
1. Cover page
2. Cover page
3. Not applicable
4. The Company; Distribution of the Policies
5. Summary; The Separate Account
6. The Separate Account
7. Not required by Form S-6
8. Not required by Form S-6
9. Legal Proceedings
10. Summary; The Funds; Detailed
Description of Certificate Benefits and
Provisions; Other Matters - Voting Rights,
Dividends
11. Summary; The Funds
12. Summary; The Funds
13. Deductions and Charges from the Investment
Value; Distribution of the Policies;
Federal Tax Considerations
14. Detailed Description of Certificate Benefits
and Provisions - Enrollment for a Certificate
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-4-
Item No. of
Form N-8B-2 CAPTION IN PROSPECTUS
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15. Detailed Description of Certificate Benefits
and Provisions - Allocation of Premium
Payments
16. The Funds; Detailed Description of
Certificate Benefits and Provisions -
Allocation of Premium Payments
17. Summary; Detailed Description of Certificate
Benefits and Provisions - Value Under the
Certificate and Surrender of the Certificate,
The Right to Examine the Certificate
18. The Funds; Detailed Description of
Certificate Benefits and Provisions -
Deduction and Charges from the Account
Value; Federal Tax Considerations
19. Other Matters - Statements to Owners
20. Not applicable
21. Detailed Description of Certificate Benefits
and Provisions - Loans
22. Not applicable
23. Safekeeping of the Separate Account's Assets
24. Other Matters - Assignment
25. The Company
26. Not applicable
27. The Company
28. The Company; Executive Officers and
Directors
29. The Company
30. Not applicable
<PAGE>
-5-
Item No. of
Form N-8B-2 CAPTION IN PROSPECTUS
----------- ----------------------
31. Not applicable
32. Not applicable
33. Not applicable
34. Not applicable
35. Distribution of the Policies
36. Not required by Form S-6
37. Not applicable
38. Distribution of the Policies
39. The Company; Distribution of the Policies
40. Not applicable
41. The Company; Distribution of the Policies
42. Not applicable
43. Not applicable
44. Detailed Description of Certificate Benefits
and Provisions - Allocation of Premium
Payments
45. Not applicable
46. Detailed Description of Certificate Benefits
and Provisions - Values Under the Certificate
47. The Funds
48. Cover page; The Company
49. Not applicable
<PAGE>
-6-
Item No. of
Form N-8B-2 CAPTION IN PROSPECTUS
----------- ----------------------
50. The Separate Account
51. Summary; The Company; Detailed Description
of Certificate Benefits and Provisions
52. The Funds - General
53. Federal Tax Considerations
54. Not applicable
55. Not applicable
56. Not required by Form S-6
57. Not required by Form S-6
58. Not required by Form S-6
59. Not required by Form S-6
<PAGE>
ITT HARTFORD LIFE AND
ANNUITY INSURANCE COMPANY
P.O. Box 2999
Hartford, CT 06104-2999
Telephone (800) 243-5433
[PRODUCT NAME]
Flexible Premium
[LOGO]
Variable Life Insurance Group Policies
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OF AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
This Prospectus describes a group flexible premium variable life insurance
policy (the "Group Policies", and each individually a "Group Policy") and
certificates of insurance (the "Certificates," and each individually a
"Certificate") offered by ITT Hartford Life and Annuity Insurance Company
("ITT Hartford"). The Certificates are designed to provide lifetime insurance
coverage to the Insured(s) named in the Certificates, and maximum flexibility
in connection with premium payments and Death Benefits, together with an
opportunity to participate in the investment experience of ICMG Registered
Variable Life Separate Account One. For a given amount of Death Benefit
chosen, the Owner has considerable flexibility in selecting the timing and
amount of premium payments. In addition to the Initial Premium payment,
additional premium payments are also allowed.
Group Policies may be issued to a Participating Employer or to a trust that
is adopted by a Participating Employer. Eligible employees of Participating
Employers may own Certificates issued under their respective Participating
Employer's Group Policy. Unless the Certificate provides otherwise, the
persons covered under the Group Policy (the "Owners") possess all rights and
interests under the Group Policy. The Owners are provided with the
Certificates, which describe each Owner's rights, benefits, and options under
the Group Policy. The Owner of a Certificate is the Insured unless another
owner has been named in the enrollment form for the Certificate.
Sales agents can provide prospective purchasers with individualized sales
illustrations which reflect all the fees and charges associated with the
Certificate options selected.
The Certificates provide for a Death Benefit, pursuant to which Death
Proceeds are payable at the Insured's death. You may select one of two death
benefit options. Death Benefit option A is an amount equal to the larger of
(1) the Face Amount and (2) the Variable Insurance Amount. Death Benefit
option B is an amount equal to the larger of (1) the Face Amount plus the Cash
Value and (2) the Variable Insurance Amount. The Death Proceeds payable to the
Beneficiary equal the Death Benefit less any Debt outstanding under the
Certificate plus any rider benefits payable.
The Investment Value of a Certificate will also vary up or down to reflect
the investment experience of the Investment Divisions to which Net Premiums
have been allocated. The Owner bears the investment risk for all amounts so
allocated.
Depending upon the state of issuance of the Certificate and the applicable
provisions of the Certificate, Your initial Net Premium will, when Your
Certificate is issued, either be (i) invested in the HVA Money Market
Investment Division during the right to examine period or (ii) invested
immediately in Your chosen Investment Divisions, upon Our receipt thereof. If
Your initial Net Premium is invested immediately in Your chosen Investment
Divisions, You will bear full investment risk for any amounts allocated to the
Investment Divisions during the 10 day right to examine period. Please note
that this automatic immediate investment feature only applies if Your
Certificate so specifies. Please check with Your agent to determine the status
of Your Certificate. You must fill out and send Us the appropriate form or
comply with other designated ITT Hartford procedures if You would like to
change how subsequent Net Premiums are allocated.
The Portfolios underlying the Investment Divisions presently are: the
Hartford Bond Portfolio, Hartford Capital Appreciation Portfolio and HVA Money
Market Portfolio of the Hartford Funds; the N&B Partners Portfolio, N&B
Balanced Portfolio and N&B Limited Maturity Bond Portfolio of the Neuberger &
Berman Trust; the Fidelity Equity Income Portfolio, Fidelity High Income
Portfolio and Fidelity Overseas Portfolio of the VIP Fund; the Fidelity Asset
Manager Portfolio of the VIP Fund II; and the Alger American Small
Capitalization Portfolio and the Alger American Growth Portfolio of the Alger
American Fund.
------------------------------------------------------------------------------
IT MAY NOT BE ADVANTAGEOUS TO PURCHASE FLEXIBLE PREMIUM VARIABLE LIFE
INSURANCE AS A REPLACEMENT FOR YOUR CURRENT LIFE INSURANCE OR IF YOU ALREADY
OWN A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
------------------------------------------------------------------------------
THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
THE APPLICABLE ELIGIBLE FUNDS WHICH CONTAIN A FULL DESCRIPTION OF THOSE FUNDS.
ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------------------------------------------------------------------
The date of this Prospectus is , 1995.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
SPECIAL TERMS........................................................... 4
SUMMARY................................................................. 6
THE COMPANY............................................................. 8
THE SEPARATE ACCOUNT.................................................... 9
THE FUNDS............................................................... 9
General............................................................... 9
Hartford Mutual Funds............................................... 10
The Neuberger & Berman Advisers Managers Trust...................... 10
Variable Insurance Products Fund and Variable Insurance Products
Fund II............................................................ 10
The Alger American Fund, Inc........................................ 10
The Portfolios........................................................ 11
DETAILED DESCRIPTION OF CERTIFICATE BENEFITS AND PROVISIONS............. 12
General............................................................... 12
Issuance of a Certificate............................................. 12
Premiums.............................................................. 13
Premium Payment Flexibility......................................... 13
Allocation of Premium Payments...................................... 13
Accumulation Units.................................................. 13
Accumulation Unit Values............................................ 14
Premium Limitation.................................................. 14
Values Under the Certificate.......................................... 14
Surrender of the Certificate.......................................... 14
Partial Withdrawals................................................. 15
Transfers Between the Investment Divisions............................ 15
Amount and Frequency of Transfers................................... 15
Transfers to or from Investment Divisions........................... 15
Procedures for Telephone Transfers.................................. 16
Valuation of Payments and Transfers................................... 16
Loans................................................................. 16
Loan Interest....................................................... 16
Credited Interest................................................... 16
Loan Repayments..................................................... 17
Termination Due to Excessive Debt................................... 17
Effect of Loans on Investment Value................................. 17
Death Benefit......................................................... 17
Death Benefit Options............................................... 17
Option Change....................................................... 17
Payment Options..................................................... 18
Legal Developments Regarding Income Payments........................ 18
Beneficiary......................................................... 18
Increases and Decreases in Face Amount.............................. 18
Benefits at Maturity.................................................. 19
Termination of Participation in the Group Policy...................... 19
Lapse and Reinstatement While the Group Policy is in Effect........... 19
Lapse and Grace Period.............................................. 19
Reinstatement....................................................... 20
Enrollment for a Certificate.......................................... 20
The Right to Examine the Certificate................................ 20
Deductions From the Premium........................................... 20
Front-end Sales Load................................................ 20
Premium Related Tax Charge.......................................... 21
DAC Tax Charge...................................................... 21
Deductions and Charges From the Investment Value...................... 21
Monthly Deduction Amounts........................................... 21
</TABLE>
2
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<TABLE>
<S> <C>
Mortality and Expense Risk Charge................................... 22
Taxes............................................................... 22
OTHER MATTERS........................................................... 22
Additions, Deletions or Substitutions of Investments.................. 22
Voting Rights......................................................... 23
Our Rights............................................................ 23
Statements to Owners.................................................. 24
Limit on Right to Contest............................................. 24
Misstatement as to Age or Sex......................................... 24
Assignment............................................................ 24
Dividends............................................................. 24
Experience Credits.................................................... 24
SUPPLEMENTAL BENEFITS................................................... 25
Maturity Date Extension Rider......................................... 25
EXECUTIVE OFFICERS AND DIRECTORS........................................ 25
DISTRIBUTION OF THE GROUP POLICIES...................................... 27
SAFEKEEPING OF THE SEPARATE ACCOUNT ASSETS.............................. 27
FEDERAL TAX CONSIDERATIONS.............................................. 27
General............................................................... 27
Taxation of the Company and the Separate Account...................... 27
Income Taxation of Certificate Benefits............................... 28
Modified Endowment Contracts.......................................... 28
Diversification Requirements.......................................... 28
Federal Income Tax Withholding........................................ 29
Other Tax Considerations.............................................. 29
LEGAL PROCEEDINGS....................................................... 29
EXPERTS................................................................. 29
REGISTRATION STATEMENT.................................................. 29
APPENDIX A -- ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES AND CASH
SURRENDER VALUES..................................................... 30
FINANCIAL STATEMENTS.................................................... 31
</TABLE>
The Group Policies may not be available in all states.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON.
3
<PAGE>
SPECIAL TERMS
As used in this Prospectus, the following terms have the indicated meanings:
ACCUMULATION UNIT: An accounting unit of measure used to calculate the value of
an Investment Division.
ADJUSTABLE LOAN INTEREST RATE: The interest rate charged on Loans that is
adjusted from time to time by ITT Hartford. The method of calculation of the
Adjustable Loan Interest Rate is described later in this Prospectus.
ATTAINED AGE: The Issue Age plus the period since the Coverage Date.
CASH SURRENDER VALUE: The Cash Value, less Debt, less any charges accrued but
not yet deducted.
CASH VALUE: The Investment Value plus the Loan Account Value.
CERTIFICATE: The form evidencing and describing the Owner's rights, benefits,
and options under the Group Policy. The Certificate will describe, among other
things, (i) the benefits for the named Insured, (ii) to whom the benefits are
payable and (iii) the limits and other terms of the Group Policy as they pertain
to the Insured.
CERTIFICATE ANNIVERSARY: An anniversary of the Coverage Date.
CHARGE DEDUCTION DIVISION: An Investment Division from which all charges are
deducted if so designated in the enrollment form or later elected.
CODE: The Internal Revenue Code of 1986, as amended.
COVERAGE DATE: The date insurance under the Certificate is effective as to an
Insured shown in the Specifications and is used to determine Coverage Years and
months from issue.
COVERAGE YEAR(S): The 12 month period following the Coverage Date and each
anniversary thereof.
CUSTOMER SERVICE CENTER: The service area of ITT Hartford Life and Annuity
Insurance Company.
DEATH BENEFIT: The Death Benefit option in effect determines how the Death
Benefit is calculated. The two Death Benefit options provided are described in
the Death Benefit section of this Prospectus.
DEATH PROCEEDS: The Death Benefit less outstanding Debt plus any rider benefits
payable.
DEBT: The aggregate amount of outstanding Loans, plus any interest accrued at
the Adjustable Loan Interest Rate.
FACE AMOUNT: The minimum Death Benefit as long as the Certificate is in force.
It is specified at issue and may be changed after issue on request, or due to a
change in Death Benefit option or a partial withdrawal.
FUNDS: The registered open-end management investment companies in which assets
of the Investment Divisions of the Separate Account may be invested. Currently,
the Funds include: (i) the Hartford Mutual Funds ("The Hartford Funds"), managed
by Hartford Investment Management Company ("HIMCO"); (ii) the Neuberger & Berman
Advisers Management Trust (the "Neuberger & Berman Trust"), managed by Neuberger
& Berman Management Incorporated ("N&B Management"); (iii) the Variable
Insurance Products Fund (the "VIP Fund"), managed by Fidelity Management &
Research Company ("FM&R"); (iv) the Variable Insurance Products Fund II (the
"VIP II Fund"), managed by FM&R"; and (v) the Alger American Fund (the "Alger
Fund"), managed by Fred Alger Management, Inc. ("F.A. Management").
GENERAL ACCOUNT: The assets of ITT Hartford other than those allocated to the
Separate Account.
GRACE PERIOD: The 61 day period following the date We mail to the Owner notice
that the Cash Surrender Value is insufficient to pay the charges due. Unless the
Owner has given Us written notice of the termination in advance of the date of
termination of any Certificate, insurance will continue in force during this
period.
GROUP POLICY: The flexible premium variable life insurance contract issued by
ITT Hartford and described in this Prospectus.
ITT HARTFORD (ALSO REFERRED TO AS "WE," "US," "OUR," THE "COMPANY"): ITT
Hartford Life and Annuity Insurance Company.
IN WRITING: In a written form satisfactory to Us.
INITIAL PREMIUM: The amount of premium initially payable shown on Your
Certificate Specifications.
INSURED: The person on whose life the Certificate is issued. The Insured is
identified in the Certificate Specifications.
INVESTMENT DIVISION: A separate division of the Separate Account which invests
exclusively in the shares of a specified Portfolio of a Fund. The Separate
Account currently offers 12 Investment Divisions: (i) the Hartford Bond
Investment Division, (ii) the Hartford Capital Appreciation Investment Division,
(iii) the HVA Money Market Investment Division, (iv) the N&B Appreciation
Investment Division, (v) the N&B Balanced Investment Division, (vi) the N&B
Limited Maturity Bond Investment Division, (vii) the Fidelity Equity Income
Investment Division,
4
<PAGE>
(viii) the Fidelity High Income Investment Division, (ix) the Fidelity Overseas
Investment Division, (x) the Fidelity Asset Manager Investment Division, (xi)
the Alger American Small Capitalization and (xii) the Alger American Growth
Investment Division.
INVESTMENT VALUE: The sum of the values of assets in the Investment Divisions
under the Certificate.
ISSUE AGE: The Insured's age on the birthday nearest to the Coverage Date.
LOAN: Any amount borrowed against the Investment Value under a Certificate.
LOAN ACCOUNT: That portion of the Company's General Account to which amounts are
transferred as a result of a Loan. The Loan Account is credited with interest
and does not participate in the investment experience of the Separate Account.
LOAN ACCOUNT VALUE: The amounts of the Investment Value transferred to (or from)
the General Account to secure Loans, plus interest accrued at the daily
equivalent of an annual rate equal to the Adjustable Loan Interest Rate actually
charged, reduced by not more than 1%.
MATURITY DATE: The date on which an Insured's coverage matures as shown in the
Certificate Specifications. We will pay the Cash Surrender Value, if any, if the
Insured is living on the Maturity Date, upon surrender of the Certificate to ITT
Hartford.
MONTHLY DEDUCTION AMOUNT: The fees and charges deducted from the Investment
Value on the Processing Date.
NET PREMIUM: The amount of premium actually credited to the Investment
Divisions.
NET AMOUNT AT RISK: The Death Benefit less the Cash Value.
NYSE: The New York Stock Exchange.
OWNER (ALSO REFERRED TO AS "YOU" OR "YOUR"): The person or legal entity so
designated in the enrollment form or as subsequently changed. The Owner may be
someone other than the Insured. The Owner possesses all rights under the Group
Policy with respect to the Certificates.
PARTICIPATING EMPLOYER: A participating employer, or a trust sponsored by a
participating employer, to which ITT Hartford issues the Group Policy described
in this Prospectus.
PORTFOLIO: A separate mutual fund of The Hartford Fund or series or portfolio of
the remaining Funds. There are currently 12 Portfolios available under the
Policies: the Hartford Bond, Hartford Capital Appreciation and HVA Money Market
mutual funds of The Hartford Funds; the N&B Appreciation, N&B Balanced and N&B
Limited Maturity Bond portfolios of the Neuberger & Berman Trust; the Fidelity
Equity Income, Fidelity High Income and Fidelity Overseas portfolios of the VIP
Fund; the Fidelity Asset Manager portfolio of the VIP Fund II; and the Alger
American Small Capitalization and Alger American Growth portfolios of The Alger
American Fund.
PRO RATA BASIS: An allocation method based on the proportion of the Investment
Value in each Investment Division.
PROCESSING DATE(S): The day(s) on which We deduct charges from the Investment
Value. The first Processing Date is the Coverage Date. There is a Processing
Date each month. Later Processing Dates are on the same calendar day as the
Coverage Date, or on the last day of any month which has no such calendar day.
PROCESSING PERIOD: The period from the Coverage Date to the next Processing
Date, and thereafter, the period from one Processing Date to the next.
SEC: The Securities and Exchange Commission.
SEPARATE ACCOUNT: ICMG Registered Variable Life Separate Account One, an account
established by ITT Hartford Life and Annuity Insurance Company to separate the
assets funding the Group Policies from other assets of ITT Hartford Life and
Annuity Insurance Company.
VALUATION DAY: Each business day that ITT Hartford and each of the Funds value
their respective investment portfolios, unless the Certificate Specifications
indicate otherwise. A business day is any day the NYSE is open for trading or
any day the Securities and Exchange Commission (the "SEC") requires mutual
funds, unit investment trusts or other investment portfolios to be valued. The
value of the Separate Account is determined at the close of the NYSE (currently
4:00 p.m. Eastern Time) on such days.
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
VARIABLE INSURANCE AMOUNT: The Cash Value multiplied by the applicable variable
insurance factor provided in the Certificate Specifications.
5
<PAGE>
SUMMARY
THE GROUP POLICY
The flexible premium variable life insurance Group Policies, and the
Certificates, offered by this Prospectus are funded by ICMG Registered Variable
Life Separate Account One (the "Separate Account"), a separate account
established by ITT Hartford pursuant to Wisconsin insurance law and organized as
a unit investment trust registered under the Investment Company Act of 1940 (the
"1940 Act"). The Separate Account is presently comprised of 12 Investment
Divisions, each of which invests exclusively in one of the underlying Portfolios
offered by the Funds.
Depending upon the state of issuance of Your Certificate and the applicable
provisions of Your Certificate, Your initial Net Premium will, when Your
Certificate is issued, either be (1) invested in the HVA Money Market Investment
Division during the right to examine period or (2) invested immediately in Your
chosen Investment Divisions, upon Our receipt thereof. IF YOUR INITIAL NET
PREMIUM IS INVESTED IMMEDIATELY IN YOUR CHOSEN INVESTMENT DIVISIONS, YOU WILL
BEAR FULL INVESTMENT RISK FOR ANY AMOUNTS ALLOCATED TO THE INVESTMENT DIVISIONS
DURING THE RIGHT TO EXAMINE PERIOD. Please note that this automatic immediate
investment feature only applies if Your Certificate so specifies. Please check
with Your agent to determine the status of Your Certificate. You must fill out
and send Us the appropriate form In Writing or comply with other designated ITT
Hartford procedures if You would like to change how subsequent Net Premiums are
allocated. See "Allocation of Premium Payments," page .
Pursuant to the Certificates, each selected Investment Division is credited
with Accumulation Units and each selected Investment Division's assets are
invested in the applicable underlying Portfolio. Subject to certain
restrictions, an Owner may transfer amounts among the available Investment
Divisions. See "Detailed Description of Certificate Benefits and Provisions --
Transfers Between Investment Divisions," page .
The Group Policies are first and foremost life insurance policies and the
Certificates evidencing an Owner's interest in the Group Policies provide for
death benefits, cash values, and other features traditionally associated with
life insurance. The Group Policies are called "flexible premium" because, once
the desired level and pattern of Death Benefits have been determined, a
purchaser has considerable flexibility in the selection of the timing and amount
of premium to be paid. The Group Policies are called "variable" because, unlike
the fixed benefits of an ordinary whole life insurance policy, the Investment
Value under a Certificate will, and the Death Benefit may, increase or decrease
depending on the investment experience of the Investment Divisions to which the
Net premiums have been allocated. See "Detailed Description of Certificate
Benefits and Provisions -- Death Benefit," page .
DEATH BENEFIT
The Certificates provide for two Death Benefit options. Under Death Benefit
option A, the Death Benefit is an amount equal to the larger of (1) the Face
Amount and (2) the Variable Insurance Amount. Under Death Benefit option B, the
Death Benefit is an amount equal to the larger of (1) the Face Amount plus the
Cash Value and (2) the Variable Insurance Amount. At the death of the Insured,
We will pay the Death Proceeds to the Beneficiary. The Death Proceeds equal the
Death Benefit less outstanding Debt plus any rider benefits payable under the
Certificate. See "Detailed Description of Certificate Benefits and Provisions -
Death Benefit," page .
PREMIUM
You have considerable flexibility as to when and in what amounts You pay
premiums.
No premium payment will be accepted which causes the Certificate to not meet
the tax qualification guidelines for life insurance under the Code.
GENERAL ACCOUNT
Amounts allocated to the Loan Account to secure a Loan become part of the
General Account assets of ITT Hartford. ITT Hartford invests the assets of the
General Account in accordance with applicable law governing the investments of
insurance company general accounts. See "Detailed Description of Certificate
Benefits and Provisions -- Loans" for a discussion of Loan repayments, page .
6
<PAGE>
DEDUCTIONS FROM PREMIUM
Prior to the allocation of premiums to the selected Investment Divisions, a
deduction as a percentage of premium is made for the front-end sales load, state
premium taxes, and the Deferred Acquisition Cost ("DAC") tax charge. The amount
of each premium allocated among the Investment Divisions is Your Net Premium.
FRONT-END SALES LOAD
When We receive a Premium Payment, We deduct a front-end sales load. The
current and maximum front-end sales load is 9% of any premium paid for Coverage
Years 1 through 7 and 7% of any premium paid in Coverage Years 8 and later.
Front-end sales loads which cover expenses relating to the sale and
distribution of the Certificates may be reduced for certain sales of the
Certificates under circumstances which may result in savings of such sales and
distribution expenses. For more information concerning the front-end sales load,
see "Deductions from the Premium", page .
LIMITS ON FRONT-END SALES LOADS
The aggregate front-end sales load will not exceed the sales load
limitations specified by the SEC. Certain Federal securities and State insurance
laws and regulations limit the front-end sales loads which can be assessed
against the Certificates. The front-end sales loads assessed in the Certificates
comply with these limitations.
PREMIUM RELATED TAX CHARGE
We deduct a percentage of each premium to cover taxes assessed against ITT
Hartford by various states and jurisdictions that are attributable to premiums.
The percentage actually deducted will vary by locale depending on the tax rates
in effect there. The range is generally between 0% and 4%.
DAC TAX CHARGE
The Company deducts 1.25% of each premium to cover a federal premium tax
assessed against the Company. This charge is reasonable in relation to the
Company's federal income tax burden, under Internal Revenue Code Section 848,
resulting from the receipt of premiums. We will adjust the charge based on
changes in the applicable tax law.
DEDUCTIONS AND CHARGES FROM THE INVESTMENT VALUE
As with many other types of insurance policies, each Certificate will have
an Investment Value. The Investment Value of the Certificate will increase or
decrease to reflect the investment experience of the chosen Investment
Divisions, deductions for the Monthly Deduction Amount and any amounts
transferred from the Investment Divisions into the Loan Account. There is no
minimum guaranteed Investment Value and the Owner bears the risk of the
investment in the underlying Fund Portfolios. See "Detailed Description of the
Certificate Benefits and Provisions -- Investment Value," page .
We will subtract amounts from Your Investment Value to provide for the
Monthly Deduction Amount. These will be taken from the Charge Deduction
Division, as specified in the Certificate Specifications, or if no Charge
Deduction Division is selected or if there is insufficient Investment Value in
the Charge Deduction Division, on a Pro Rata Basis from Your chosen Investment
Divisions on each Processing Date.
The Monthly Deduction Amount equals:
(a) the administrative expense charge; plus
(b) the charges for cost of insurance and additional benefits provided by
rider, if any.
ITT Hartford may also set up a provision for income taxes imposed on the
assets of the Separate Account. See "Deductions and Charges From the Investment
Value," page and "Federal Tax Considerations," page .
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A charge is made for mortality and expense risks assumed by ITT Hartford.
ITT Hartford deducts a daily charge at a maximum effective annual rate of .65%
of the value of each Investment Division's assets. For more information about
the Monthly Deduction Amount, see "Deductions and Charges From the Investment
Value," page .
CHARGES AGAINST THE FUNDS
The Separate Account purchases Fund shares at net asset value. The net asset
value of the portfolio shares reflects investment advisory fees and
administrative and other expenses deducted from the assets of the Funds.
Applicants should review the prospectuses for the Funds which accompany this
Prospectus for a description of the charges assessed against the assets of each
of the Funds.
LOANS
An Owner may obtain a cash Loan from ITT Hartford. The Loan is secured by
the Owner's Certificate. The maximum Loan amount is equal to the sum of the Cash
Surrender Value plus outstanding Debt, multiplied by .90, less outstanding Debt.
See "Detailed Description of Certificate Benefits and Provisions -- Loans," page
.
THE RIGHT TO EXAMINE THE CERTIFICATE
An applicant has a limited right to return his or her Certificate. Subject
to applicable state regulations, if the applicant returns the Certificate within
10 days after delivery of the Certificate ITT Hartford will return to the
applicant, within seven days thereafter, either (i) the premium paid or (ii) the
Cash Value under the Certificate plus charges deducted. See "The Right to
Examine the Certificate," page .
TAX CONSEQUENCES
The current Federal tax law generally excludes all Death Benefit payments
from the gross income of the Beneficiary under the Certificate. See "Federal Tax
Considerations," page .
There are circumstances when the Certificate may become a Modified Endowment
Contract under federal tax law. If it does, Loans and other pre-death
distributions are includable in gross income on an income-first basis. A 10%
penalty tax may be imposed on income distributed before the insured attains age
59 1/2. Prospective purchasers and Owners are advised to consult a qualified tax
adviser before taking steps that may affect whether the Certificate becomes a
Modified Endowment Contract. ITT Hartford has instituted procedures to monitor
whether a Certificate may become a modified endowment contract after issue. See
"Federal Tax Considerations -- Modified Endowment Contract" for a discussion of
the "seven pay test", page .
THE COMPANY
ITT Hartford Life and Annuity Insurance Company ("ITT Hartford"), formerly
ITT Life Insurance Corporation, is domiciled in the state of Wisconsin at Suite
2100, 111 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, with its principal
office at 505 Highway 169 North, Minneapolis, Minnesota 55441; however, its
mailing address at the Customer Service Center is: P.O. Box 2999, Hartford, CT
06104-2999.
ITT Hartford was incorporated on January 9, 1956 and commenced business July
1, 1965. It is a stock life insurance company engaged in the business of writing
both individual and group life insurance and annuities in all states including
the District of Columbia, except New York.
ITT Hartford is a wholly owned subsidiary of Hartford Life Insurance
Company. ITT Hartford is ultimately 100% owned by Hartford Fire Insurance
Company, one of the largest multiple lines insurance carriers in the United
States.
ITT Hartford has an A+ (superior) rating from A.M. Best and Company, Inc.
ITT Hartford has an AA+ rating from both Standard & Poor's and Duff and Phelps
on the basis of its claims paying ability. These ratings do not apply to the
performance of the Separate Account. However, the policy obligations under this
variable life insurance Group Policy are the general corporate obligations of
ITT Hartford. These ratings do apply to ITT Hartford's ability to meet its
insurance obligations under the Group Policy.
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ITT Hartford is subject to Wisconsin law governing insurance companies and
is regulated and supervised by the Wisconsin Commissioner of Insurance. Its
books and assets are subject to review or examination by the Commissioner or his
agents at all times, and a full examination of its operations is conducted by
the National Association of Insurance Commissioners at least once in every four
years. In addition, ITT Hartford is subject to the insurance laws and
regulations of any jurisdiction in which it sells its insurance policies. ITT
Hartford is also subject to various Federal and state securities laws and
regulations.
THE SEPARATE ACCOUNT
ICMG Registered Variable Life Separate Account One is a separate account
established by ITT Hartford on October 9, 1995 under the insurance laws of the
State of Wisconsin, pursuant to a resolution of ITT Hartford's Board of
Directors. The Separate Account is organized as a unit investment trust and is
registered with the SEC under the 1940 Act. Such registration does not signify
that the SEC supervises the management or the investment practices or policies
of the Separate Account. The Separate Account meets the definition of a
"separate account" under the federal securities laws.
Under Wisconsin law, the assets of the Separate Account are held exclusively
for the benefit of Owners and persons entitled to payments under the Group
Policies and the Certificates and owners of any other policies which may be
available through the Separate Account. The assets of the Separate Account are
owned by the Company and the obligations under the Group Policies and the
Certificates are obligations of the Company. These assets are held separately
from the other assets of the Company and income, gains and losses incurred on
the assets in the Separate Account, whether or not realized, are credited to or
charged against the Separate Account without regard to other income, gains or
losses of the Company (except to the extent that assets in the Separate Account
exceed the reserves and other liabilities of the Separate Account). Therefore,
the investment performance of the Separate Account is entirely independent of
the investment performance of the General Account assets or any other separate
account maintained by the Company.
The Separate Account has 12 Investment Divisions dedicated to the Group
Policies, each of which invests solely in a corresponding Portfolio of the
Funds. Additional Investment Divisions may be established at the discretion of
the Company. The Separate Account may in the future include other divisions
which will not be available under the Group Policies.
THE FUNDS
GENERAL
The shares of the Portfolios are sold by the Funds to the Separate Account
and may be sold to other separate accounts of ITT Hartford or its affiliates
which fund similar variable annuity or variable life insurance products. The
assets of the Separate Account attributable to the Group Policies are invested
exclusively in one of the Investment Divisions. An Owner may allocate premium
payments among the Investment Divisions. Owners should review the following
brief descriptions of the investment objectives of each of the Portfolios in
connection with that allocation.
Each Fund continually issues an unlimited number of full and fractional
shares of beneficial interest in the relevant Portfolios. Such shares are
offered to separate accounts, including the Separate Account, established by ITT
Hartford or one of its affiliated companies specifically to fund the Group
Policies and other policies issued by ITT Hartford or its affiliates as
permitted by the 1940 Act.
All investment income of and other distributions to each Investment Division
arising from the applicable Portfolio are reinvested in shares of that Portfolio
at net asset value. ITT Hartford will purchase Fund shares in connection with
premium payments allocated to the applicable Investment Division in accordance
with Owners' directions and will redeem Fund shares to meet obligations under
the Group Policies and the Certificates or make adjustments in reserves, if any.
The Funds are required to redeem Portfolio shares at net asset value and
generally to make payment within 7 days.
Applicants should read the prospectuses for each of the Funds accompanying
this Prospectus in connection with the purchase of a Certificate. The investment
objectives of each of the Portfolios are as set forth in "The Portfolios," page
.
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HARTFORD MUTUAL FUNDS (COLLECTIVELY, THE "HARTFORD FUNDS")
The Separate Account currently invests in the Hartford Funds, which are
each diversified open-end management investment companies. The Hartford
Funds are each organized as corporations under the laws of the State of
Maryland and are registered as investment companies under the 1940 Act.
The investment adviser for the Hartford Funds is The Hartford Investment
Management Company, Inc. ("HIMCO"), a wholly-owned subsidiary of Hartford
Life Insurance Company and a registered investment adviser under the
Investment Advisers Act of 1940. HIMCO was organized under the laws of the
State of Connecticut in October of 1981. HIMCO provides investment advice
and, in general, supervises the management and investment program of the
Hartford Bond and HVA Money Market Portfolios, pursuant to an Investment
Advisory Agreement entered into on behalf of each of these Portfolios for
which HIMCO receives a fee. HIMCO also supervises the investment program of
the Hartford Capital Appreciation Portfolio, pursuant to an Investment
Management Agreement for which HIMCO receives a fee. In addition, with
respect to the Hartford Capital Appreciation Portfolio, HIMCO has a
Sub-Investment Advisory Agreement with Wellington Management Company
("Wellington") to provide an investment program to HIMCO for utilization by
HIMCO in rendering services to this Portfolio. Wellington is a professional
investment counseling firm which provides investment services to investment
companies, other institutions and individuals. Wellington is organized as a
private Massachusetts partnership and its predecessor organizations have
provided investment advisory services to investment companies since 1933 and
to investment counseling clients since 1960. See the accompanying
prospectuses for the Hartford Funds for a more complete description of HIMCO
and Wellington and their respective fees.
THE NEUBERGER & BERMAN ADVISERS MANAGERS TRUST (THE "NEUBERGER & BERMAN TRUST")
The Separate Account currently invests in the Neuberger & Berman Trust,
a diversified open-end management investment company organized as a Delaware
business trust. The Neuberger & Berman Trust consists of seven portfolios,
including the N&B Partners, N&B Balanced and N&B Limited Maturity Bond
Portfolios available as part of the [ENTER PRODUCT NAME]. Each portfolio of
the Neuberger & Berman Trust invests its assets in a corresponding series of
the Advisers Managers Trust, which is also an open-end management investment
company registered under the 1940 Act and is organized as a New York
common-law trust.
The N&B Funds are advised by Neuberger & Berman Management Incorporated.
Neuberger & Berman, L.P. serves as the sub-adviser for the N&B Limited
Maturity Bond Portfolio.
VARIABLE INSURANCE PRODUCTS FUND AND VARIABLE INSURANCE PRODUCTS FUND II
(EACH, A "FIDELITY FUND" AND COLLECTIVELY, THE "FIDELITY FUNDS")
The Separate Account currently invests in both Fidelity Funds. The
Fidelity Funds are diversified, open-end management investment companies
organized as Massachusetts business trusts by Fidelity Management & Research
Company ("FMR") and registered under the 1940 Act. Each Fidelity Fund
consists of several investment portfolios, including the Equity-Income, High
Income, Overseas and Asset Manager Portfolios available as part of the
[ENTER PRODUCT NAME].
The Fidelity Funds are each managed by Fidelity Management & Research
Company ("FMR"). FMR is one of America's largest investment management
organizations. It is composed of a number of different companies, which
provide a variety of financial services and products. FMR is the original
Fidelity company, founded in 1946. It provides a number of mutual funds and
other clients with investment research and portfolio management services.
THE ALGER AMERICAN FUND, INC. (THE "ALGER AMERICAN FUND")
The Separate Account currently invests in shares of the Alger American
Fund, a diversified open-end management investment company registered under
the 1940 Act and organized as a Massachusetts business trust. The Alger
American Fund consists of six series, including the Alger American Small
Capitalization and Alger American Growth Portfolios available as part of the
[ENTER PRODUCT NAME].
The Alger American Fund is managed by Fred Alger Management, Inc
("FAM"), a subsidiary of Alger Inc., which is in turn a subsidiary of Alger
Associates, Inc., a financial services holding company. FAM has been in the
business of providing investment advisory services since 1964.
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THE PORTFOLIOS
HARTFORD BOND FUND, INC. ("HARTFORD BOND PORTFOLIO")
The Hartford Bond Portfolio seeks to achieve maximum current income
consistent with preservation of capital. This Portfolio invests primarily in
fixed-income securities.
HARTFORD CAPITAL APPRECIATION FUND, INC. ("HARTFORD CAPITAL APPRECIATION
PORTFOLIO")
The Hartford Capital Appreciation Portfolio seeks to achieve growth of
capital by investing in securities selected solely on the basis of potential
for capital appreciation; income, if any, is an incidental consideration.
This Portfolio invests primarily in equity securities and securities
convertible into equity securities.
HVA MONEY MARKET FUND, INC. ("HVA MONEY MARKET PORTFOLIO")
The HVA Money Market Portfolio seeks to achieve maximum current income
consistent with liquidity and preservation of capital. This Portfolio
invests in short-term money market instruments.
NEUBERGER & BERMAN PARTNERS PORTFOLIO ("N&B PARTNERS PORTFOLIO")
The N&B Partners Portfolio seeks to achieve capital growth. This
Portfolio invests primarily in common stocks of established companies, using
a value-oriented investment approach designed to increase capital with
reasonable risk. Its investment program seeks securities believed to be
undervalued based on strong fundamentals such as low price-to-earnings
ratios, consistent cash flow and support from asset values.
NEUBERGER & BERMAN BALANCED PORTFOLIO ("N&B BALANCED PORTFOLIO")
The N&B Balanced Portfolio seeks to achieve long-term capital growth and
reasonable current income without undue risk to principal. Under normal
circumstances, this Portfolio will invest 50% to 70% of its assets in a
diversified portfolio of common stocks of companies that, although
potentially temporarily out of favor in the market, have strong balance
sheets and reasonable valuations relative to their growth rates. This
Portfolio will invest its remaining assets in a diversified portfolio of
short-term and intermediate-term U.S. government and agency securities and
other investment grade debt securities.
NEUBERGER & BERMAN LIMITED MATURITY BOND PORTFOLIO ("N&B LIMITED MATURITY BOND
PORTFOLIO")
The N&B Limited Maturity Bond Portfolio seeks to achieve the highest
current income consistent with low risk to principal and liquidity; and
secondarily, total return. This Portfolio invests in a diversified portfolio
of fixed and variable rate short-term and intermediate-term U.S. government
and agency securities and other investment grade debt securities.
FIDELITY EQUITY-INCOME PORTFOLIO ("FIDELITY EQUITY-INCOME PORTFOLIO")
The Fidelity Equity-Income Portfolio seeks reasonable income by
investing primarily in income-producing equity securities. In choosing these
securities, the Portfolio will also consider the potential for capital
appreciation. This Portfolio's goal is to achieve a yield which exceeds the
composite yield on the securities comprising the Standard & Poor's Daily
Stock Price Index of 500 Common Stocks. The Portfolio may invest in high
yielding, lower-rated securities (commonly referred to as "junk bonds")
which are subject to greater risk than investments in higher-rated
securities. For a further discussion of lower-rated securities, please see
"Risks of Lower-Rated Debt Securities" in the accompanying relevant Fund
prospectus.
FIDELITY HIGH INCOME PORTFOLIO ("FIDELITY HIGH INCOME PORTFOLIO")
The Fidelity High Income Portfolio seeks high current income primarily
through investments in all types of income-producing debt securities,
preferred stocks and convertible securities. The Portfolio's
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investments will include high yielding debt securities, with an emphasis on
lower-rated securities (commonly referred to as "junk bonds") which are
subject to greater risk than investments in higher-rated securities. For a
further discussion of lower-rated securities, please see "Risks of
Lower-Rated Debt Securities" in the accompanying relevant Fund prospectus.
FIDELITY OVERSEAS PORTFOLIO ("FIDELITY OVERSEAS PORTFOLIO")
The Fidelity Overseas Portfolio seeks long-term growth of capital
primarily through investments in foreign securities and provides a means for
aggressive investors to diversify their own portfolios by participating in
companies and economies outside of the United States.
FIDELITY ASSET MANAGER PORTFOLIO ("FIDELITY ASSET MANAGER PORTFOLIO")
The Fidelity Asset Manager Portfolio seeks high total return with
reduced risk over the long-term by allocating its assets among stocks, bonds
and short-term fixed-income instruments.
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO ("ALGER AMERICAN SMALL
CAPITALIZATION PORTFOLIO")
The Alger American Small Capitalization Portfolio seeks long-term
capital appreciation by investing in a diversified, actively managed
portfolio of equity securities, primarily of companies with total market
capitalization of less than $1 billion.
ALGER AMERICAN GROWTH PORTFOLIO ("ALGER AMERICAN GROWTH PORTFOLIO")
The Alger American Growth Portfolio seeks long-term capital appreciation
by investing in a diversified, actively managed portfolio of equity
securities, primarily of companies with total market capitalization of $1
billion or greater.
There is no assurance that any Portfolio will achieve its stated
objectives. Owners are also advised to read the prospectuses for each of the
Funds accompanying this Prospectus for more detailed information. Each Fund
is subject to certain investment restrictions which may not be changed
without the approval of a majority of the shareholders of the Fund. See the
accompanying prospectuses for each of the Funds.
DETAILED DESCRIPTION OF CERTIFICATE
BENEFITS AND PROVISIONS
GENERAL
This Prospectus describes a flexible premium group variable life insurance
policy where the Owner has considerable flexibility in selecting the timing and
amount of premium payments.
ISSUANCE OF A CERTIFICATE
Certificates will only be offered to eligible employees when provided by the
Participating Employer. Individuals wishing to purchase a Certificate must
complete an enrollment form In Writing, which must be received by Our Customer
Service Center before a Certificate will be issued. A Certificate will not be
issued with a specified Face Amount of less than the minimum Face Amount.
Acceptance is subject to ITT Hartford's underwriting rules then in effect. ITT
Hartford reserves the right to reject an enrollment form for any reason
permitted by law.
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PREMIUMS
PREMIUM PAYMENT FLEXIBILITY
A significant feature of the Certificate is that once the desired level and
pattern of Death Benefits have been determined, the Owner has considerable
flexibility in the selection of the timing and amount of premiums to be paid and
You can choose the level of premiums, within a range determined by ITT Hartford,
based on the Face Amount of the Certificate, the Insured's sex (except where
unisex rates apply), Issue Age, and the Insured's risk classification.
A minimum Initial Premium is due on the Coverage Date. The amount of the
minimum Initial Premium is the amount which, after the deductions for sales
load, state premium tax, and DAC tax charge, is sufficient (disregarding
investment performance) to pay 12 times the first Monthly Deduction. Thereafter,
additional premiums may be paid at any time, subject to the premium limitations
set forth by the Internal Revenue Code as indicated in the section entitled
"Premium Limitation," page . You have the right to pay additional premiums of
at least $500.00 at any time.
ALLOCATION OF PREMIUM PAYMENTS
If the state of issue of Your Certificate requires that We return Your
Initial Premium, We will allocate the initial Net Premium submitted with Your
enrollment form to the HVA Money Market Investment Division, until the
expiration of the right to examine period. Upon the expiration of the right to
examine period, the initial Net Premium will, at a later date, be invested
according to Your initial allocation instructions (except that any accrued
interest will remain in the HVA Money Market Investment Division if it is
selected as an initial allocation option). This later date is the later of 10
days after We receive the premium and the date We receive the final requirement
to put the Certificate in force. The Certificates are credited with units
("Accumulation Units") in each selected Investment Division, the assets of which
are invested in the corresponding underlying Portfolio. An Owner may transfer
funds among the Investment Divisions subject to certain restrictions. See
"Detailed Description of Certificate Benefits and Provisions -- Transfers
Between Investment Divisions," page . Any additional Net Premiums received by
Us prior to such date will be allocated to the HVA Money Market Investment
Division.
Alternatively, if the state of issue of Your Certificate provides for Our
return of the Certificate's Cash Value to the Owner, We will allocate the
initial Net Premium immediately among Your chosen Investment Divisions. IN THAT
CASE YOU WILL BEAR FULL INVESTMENT RISK FOR ANY AMOUNTS ALLOCATED TO THE
INVESTMENT DIVISIONS DURING THE RIGHT TO EXAMINE PERIOD. (Please note that this
automatic immediate investment feature only applies if Your Certificate so
specifies. Please check with Your agent to determine the status of Your
Certificate.)
Upon written request, You may change the premium allocation. Portions
allocated to the Investment Divisions must be whole percentages of 10% or more.
Subsequent Net Premiums will be allocated among Investment Divisions according
to Your most recent instructions, subject to the following. The Investment Value
may be allocated to no more than five Investment Divisions at any one time. If
We receive a premium and Your most recent allocation instructions would violate
this requirement, We will allocate the Net Premium among the Investment
Divisions according to Your previous premium allocation.
The Owner will receive several different types of notification as to what
his or her current premium allocation is. The initial allocation chosen by the
Owner is shown in the Certificate. In addition, each transactional confirmation
received after a premium payment will show how that premium has been allocated.
In addition, each annual statement summarizes the current premium allocation in
effect for that Certificate.
ACCUMULATION UNITS
Net Premiums allocated to the Investment Divisions are used to credit
Accumulation Units under the Certificate.
The number of Accumulation Units in each Investment Division to be credited
under the Certificate (including the initial allocation to the HVA Money Market
Investment Division) will be determined first by multiplying the Net Premium by
the appropriate allocation percentage to determine the portion to be invested
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<PAGE>
in the Investment Division. Each portion to be invested in an Investment
Division is then divided by the Accumulation Unit Value of that particular
Investment Division next computed following receipt of the payment.
ACCUMULATION UNIT VALUES
The Accumulation Unit Value for each Investment Division will vary daily to
reflect the investment experience of the applicable Portfolio, as well as the
daily deduction for mortality and expense risks, and will be determined on each
Valuation Day by multiplying the Accumulation Unit Value of the particular
Investment Division on the preceding Valuation Day by a net investment factor
for that Investment Division for the Valuation Period then ended. The net
investment factor for each of the Investment Divisions is equal to the net asset
value per share of the corresponding Portfolio at the end of the Valuation
Period (plus the per share amount of any dividend or capital gain distributions
paid by that Portfolio in the Valuation Period then ended) divided by the net
asset value per share of the corresponding Portfolio at the beginning of the
Valuation Period, less the daily deduction for the mortality and expense risks
assumed by ITT Hartford.
All valuations in connection with a Certificate, e.g., with respect to
determining Cash Value and Investment Value, or calculation of Death Benefits,
or with respect to determining the number of Accumulation Units to be credited
to a Certificate with each premium payment, other than the Initial Premium, will
be made on the date the request or payment is received by ITT Hartford at the
Customer Service Center if such date is a Valuation Day; otherwise such
determination will be made on the next succeeding date which is a Valuation Day.
PREMIUM LIMITATION
If premiums are received which would cause the Certificate to fail to meet
the definition of a life insurance policy in accordance with the Internal
Revenue Code, We will refund the excess premium payments. We will refund such
premium payments and interest thereon within 60 days after the end of a Coverage
Year.
A premium payment that results in an increase in the Death Benefit greater
than the amount of the premium will be accepted only after We approve evidence
of insurability.
VALUES UNDER THE CERTIFICATE
As with traditional life insurance, each Certificate will have a Cash
Surrender Value. The Cash Surrender Value is equal to the Cash Value, less Debt,
less any charges accrued but not deducted. There is no minimum guaranteed Cash
Surrender Value. The Cash Value equals the value in the Investment Divisions
plus the Loan Account Value.
Each Certificate will also have an Investment Value. The Investment Value of
a Certificate changes on a daily basis and will be computed on each Valuation
Day. The Investment Value will vary to reflect the investment experience of the
Investment Divisions, Monthly Deduction Amounts and any amounts transferred to
the Loan Account to secure a Loan.
The Investment Value of a particular Certificate is related to the net asset
value of the Portfolios associated with the Investment Divisions to which Net
Premiums on the Certificate have been allocated. The total Investment Value in
the Investment Divisions on any Valuation Day is calculated by multiplying the
number of Accumulation Units in each Investment Division as of the Valuation Day
by the current Accumulation Unit Value of that Investment Division and then
summing the result for all the Investment Divisions. The Investment Value equals
the sum of the values of the assets in the Investment Divisions. See "Premiums
- -- Accumulation Unit Values," page .
SURRENDER OF THE CERTIFICATE
At any time prior to the Maturity Date, provided the Certificate is in
effect and has a Cash Surrender Value, the Owner may choose, without the consent
of the Beneficiary (provided the designation of the Beneficiary is not
irrevocable) to surrender the Certificate and receive the full Cash Surrender
Value from Us. To surrender a
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<PAGE>
Certificate, You must submit a request for surrender In Writing. We will
determine the Cash Surrender Value as of the Valuation Day We receive the
request In Writing at Our Customer Service Center, or the date requested by the
Owner, whichever is later.
The Cash Surrender Value, which is the net amount available upon surrender
of the Certificate, equals the Cash Value, less Debt, less any charges accrued
but not yet deducted. The Certificate will terminate on the date of receipt of
the written request, or the date the Owner requests the surrender to be
effective, whichever is later.
The Cash Surrender Value may be paid in cash or allocated to any other
payment option agreed upon by Us.
PARTIAL WITHDRAWALS
At any time before the Maturity Date, and subject to ITT Hartford's rules
then in effect, up to five partial withdrawals are allowed per Coverage Year.
The minimum partial withdrawal allowed is $500.00. The maximum partial
withdrawal is an amount equal to the sum of the Cash Surrender Value plus
outstanding Debt, multiplied by .90, less outstanding Debt. ITT Hartford
currently imposes a maximum $25.00 fee for processing partial withdrawals. A
partial withdrawal will reduce the Cash Surrender Value, Cash Value and
Investment Value. Any partial withdrawal will have a permanent effect on the
Cash Surrender Value and may have a permanent effect on the Death Benefits
payable. If Death Benefit option A is in effect, the Face Amount is reduced by
the amount of the partial withdrawal. Unless specified otherwise, partial
withdrawals will be deducted on a Pro Rata Basis from the Investment Divisions.
Requests for partial withdrawals must be made In Writing to Us. The effective
date of a partial withdrawal will be the Valuation Day We receive the request In
Writing at Our Customer Service Center.
TRANSFERS BETWEEN THE INVESTMENT DIVISIONS
AMOUNT AND FREQUENCY OF TRANSFERS
Upon request and as long as the Certificate is in effect, You may transfer
amounts among the Investment Divisions up to six times per Coverage Year.
Transfer requests must be in writing on a form approved by ITT Hartford or by
telephone in accordance with established procedures. The amounts which may be
transferred and the number of transfers will be limited by Our rules then in
effect. Currently, the minimum value of Accumulation Units that may be
transferred from one Investment Division to another is the lesser of (i) $500 or
(ii) the total value of the Accumulation Units in the Investment Division. The
value of the remaining Accumulation Units in the Investment Division must equal
at least $500. If, after an ordered transfer, the value of the remaining
Accumulation Units in an Investment Division would be less than $500, the entire
value will be transferred.
Currently there are no restrictions on transfers other than those described
herein and there is no charge for permitted transfers between Investment
Divisions. ITT Hartford reserves the right in the future to impose additional
restrictions on transfers, as a well as a charge for processing transfers.
TRANSFERS TO OR FROM INVESTMENT DIVISIONS
In the event of a transfer from an Investment Division, the number of
Accumulation Units credited to the Investment Division from which the transfer
is made will be reduced. The reduction will be determined by dividing:
1. the amount transferred by,
2. the Accumulation Unit Value for that Investment Division on the Valuation
Day We receive Your request for transfer In Writing.
In the event of a transfer to an Investment Division, We will increase the
number of Accumulation Units credited thereto. The increase will equal:
1. the amount transferred divided by,
2. the Accumulation Unit Value for that Investment Division determined on
the Valuation Day We receive Your request for transfer In Writing.
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<PAGE>
PROCEDURES FOR TELEPHONE TRANSFERS
Owners may effect telephone transfers in two ways. All Owners may directly
contact a customer service representative. Owners may in the future also request
access to an electronic service known as a Voice Response Unit (VRU). The VRU
will permit the transfer of monies among the Investment Divisions and change of
the allocation of future payments. All Owners intending to conduct telephone
transfers through the VRU will be asked to complete a Telephone Authorization
Form.
ITT Hartford will undertake reasonable procedures to confirm that
instructions communicated by telephone are genuine. Before a customer service
representative accepts any request, the caller will be asked for his or her
social security number and address. All calls will also be recorded. A Personal
Identification Number (PIN) will be assigned to all Owners who request VRU
access. The PIN is selected by and known only to the Owner. Proper entry of the
PIN is required before any transactions will be allowed through the VRU.
Furthermore, all transactions performed over the VRU, as well as with a customer
service representative, will be confirmed by ITT Hartford through a written
letter. Moreover, all VRU transactions will be assigned a unique confirmation
number which will become part of the Certificate's history. ITT Hartford is not
liable for any loss, cost or expense for action on telephone instructions which
are believed to be genuine in accordance with these procedures.
VALUATION OF PAYMENTS AND TRANSFERS
We value the Certificate on every Valuation Day.
We will pay Death Proceeds, Cash Surrender Values, partial withdrawals, and
Loan amounts attributable to the Investment Divisions within seven (7) days
after We receive all the information needed to process the payment unless the
NYSE is closed for other than a regular holiday or weekend, trading is
restricted by the SEC or the SEC declares that an emergency exists.
ITT Hartford may defer payment of any amounts not attributable to the
Investment Divisions for up to six months from the date on which We receive the
request.
LOANS
As long as the Certificate is in effect, an Owner may obtain, without the
consent of the Beneficiary (provided the designation of Beneficiary is not
irrevocable), a cash Loan from ITT Hartford. The maximum Loan amount is equal to
the sum of the Cash Surrender Value plus outstanding Debt, multiplied by .90,
less outstanding Debt.
The amount of each Loan will be transferred on a Pro-Rata Basis from each of
the Investment Divisions (unless the Owner specifies otherwise) to the Loan
Account. The Loan Account is the mechanism used to ensure that any outstanding
Debt remains fully secured by the Investment Value.
LOAN INTEREST
Interest will accrue daily on outstanding Debt at the Adjustable Loan
Interest Rate indicated in the Certificate. The difference between the value of
the Loan Account and any outstanding Debt will be transferred from the
Investment Divisions to the Loan Account on each Processing Date.
The maximum Adjustable Loan Interest Rate We may charge for Loans is the
greater of 5% and the Published Monthly Average for the calendar month two
months prior to the date on which the Adjustable Loan Interest Rate is
determined. The Published Monthly Average means the "Moody's Corporate Bond
Yield Average -- Monthly Average Corporate" as published by Moody's Investors
Service, Inc. or any successor to that service. If that monthly average is no
longer published, a substitute average will be used.
CREDITED INTEREST
Amounts in the Loan Account will be credited with interest at a rate equal
to the Adjustable Loan Interest Rate then in effect, minus 1%.
16
<PAGE>
LOAN REPAYMENTS
You can repay any part of or the entire Loan at any time. The amount of the
Loan repayment will be allocated to Your chosen Investment Divisions on a Pro
Rata Basis, determined as of the date of the Loan repayment. Unless specified
otherwise, additional premium payments received by ITT Hartford during the
period when a Loan is outstanding will be treated as Loan repayments.
TERMINATION DUE TO EXCESSIVE DEBT
If total Debt outstanding equals or exceeds the Cash Surrender Value, the
Certificate will terminate 31 days after We have mailed notice to Your last
known address and that of any assignees of record. If sufficient Loan repayment
is not made by the end of this 31 day period, the Certificate will end without
value.
EFFECT OF LOANS ON INVESTMENT VALUE
A Loan, whether or not repaid, will have a permanent effect on the
Investment Value because the investment results of each Investment Division will
apply only to the amount remaining in such Investment Divisions. The longer a
Loan is outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If the Investment Divisions earn more than the annual
interest rate for funds held in the Loan Account, an Owner's Investment Value
will not increase as rapidly as it would have had no Loan been made. If the
Investment Divisions earn less than the Loan Account, the Owner's Investment
Value will be greater than it would have been had no Loan been made. Also, if
not repaid, the aggregate amount of outstanding Debt will reduce the Death
Proceeds and Cash Surrender Value otherwise payable.
DEATH BENEFIT
As long as the Certificate remains in force, the Certificate provides for
the payment of the Death Proceeds to the named Beneficiary when the Insured
under the Certificate dies. The Death Proceeds payable to the Beneficiary equal
the Death Benefit less any Debt outstanding under the Certificate plus any rider
benefits payable. The Death Benefit depends on the Death Benefit option You
select and is determined as of the date of the death of the Insured.
DEATH BENEFIT OPTIONS
There are two Death Benefit options: Death Benefit option A and Death
Benefit option B:
1. Under the Death Benefit option A, the Death Benefit is the greater of (a)
the Face Amount and (b) the Variable Insurance Amount.
2. Under Death Benefit option B, the Death Benefit is the greater of (a) the
Face Amount plus the Cash Value and (b) the Variable Insurance Amount.
Regardless of which Death Benefit option You select, the maximum amount
payable under such option will be the Death Proceeds.
OPTION CHANGE
While the Certificate is in force, You may change the Death Benefit option
selected under a Certificate by making a request In Writing during the lifetime
of the Insured. If the change is from Death Benefit option A to Death Benefit
option B, satisfactory evidence of insurability must be provided to ITT
Hartford. The Face Amount after the change will be equal to the Face Amount
before the change, less the Cash Value on the effective date of the change. If
the change is from Death Benefit option B to Death Benefit option A, the Face
Amount after the change will be equal to the Face Amount before the change plus
the Cash Value on the effective date of change. Any change in the selection of a
Death Benefit option will become effective at the beginning of the Coverage
month following ITT Hartford's approval of such change. We will notify You that
the change has been made.
All or part of the Death Proceeds may be paid in cash or applied under one
of the payment options described below.
17
<PAGE>
PAYMENT OPTIONS
Death Proceeds under the Certificate may be paid in a lump sum or may be
applied to one of ITT Hartford's payment options. The minimum amount that may be
placed under a payment option is $5,000 unless ITT Hartford consents to a lesser
amount. Once payments under payment options 2, 3 or 4 commence, no surrender of
the Certificate may be made for the purpose of receiving a lump sum settlement
in lieu of the life insurance payments. The following options are available
under the Certificates:
FIRST OPTION -- Interest Income
Payments of interest at the rate We declare, but not less than 3% per year,
on the amount applied under this option.
SECOND OPTION -- Income of Fixed Amount
Equal payments of the amount chosen until the amount applied under this
option, with interest of not less than 3% per year, is exhausted. The final
payment will be for the balance remaining.
THIRD OPTION -- Payments for a Fixed Period
An amount payable monthly for the number of years selected which may be from
1 to 30 years.
FOURTH OPTION -- Life Income
LIFE ANNUITY -- an annuity payable monthly during the lifetime of the
Annuitant and terminating with the last monthly payment due preceding the
death of the Annuitant. Under this option, it is possible that only one
monthly annuity payment would be made, if the Annuitant died before the
second monthly annuity payment was due.
LIFE ANNUITY WITH 120 MONTHLY PAYMENTS CERTAIN -- an annuity providing
monthly income to the Annuitant for a fixed period of 120 months and for
as long thereafter as the Annuitant shall live.
The fourth payment option is based on the 1983a Individual Annuity Mortality
Table set back one year and a net investment rate of 3% per annum. The amount of
each payment under this option will depend upon the age of the Annuitant at the
time the first payment is due. If any periodic payment due any payee is less
than $200, ITT Hartford may make payments less often. The first, second and
third payment options are based on a net investment rate of 3% per annum. ITT
Hartford may, however, from time to time, at Our discretion if mortality appears
more favorable and interest rates justify, apply other tables which will result
in higher monthly payments for each $1,000 applied under one or more of the four
payment options.
ITT Hartford will make any other arrangements for income payments as may be
agreed on.
LEGAL DEVELOPMENTS REGARDING INCOME PAYMENTS
In those states affected by the 1983 Supreme Court decision in Arizona
Governing Committee v. Norris, income payment options involving life income are
based on unisex actuarial tables. In addition, legislation has previously been
introduced in Congress which, had it been enacted, would have required the use
of tables that do not vary on the basis of sex for some or all annuities.
Currently, several states have enacted such laws.
BENEFICIARY
The Owner names the Beneficiary in the enrollment form for the Certificate.
The Owner may change the Beneficiary (unless irrevocably named) during the
Insured's lifetime by written request to ITT Hartford. If no Beneficiary is
living when the Insured dies, the Death Proceeds will be paid to the Owner if
living; otherwise to the Owner's estate.
INCREASES AND DECREASES IN FACE AMOUNT
The minimum Face Amount of the Certificate is $50,000. At any time after
purchasing a Certificate, the Owner may request a change in the Face Amount by
making a request In Writing to ITT Hartford and directing such request to ITT
Hartford's Customer Service Center.
All requests to increase the Face Amount must be applied for on a new
enrollment form. All requests will be subject to evidence of insurability
satisfactory to the Company and subject to Our rules then in effect. Any
18
<PAGE>
increase approved by Us will be effective on the Processing Date following the
date We approve the request. The Monthly Deduction Amount on the first
Processing Date on or after the effective date of the increase will reflect a
charge for the increase.
A decrease in the Face Amount will be effective on the first Processing Date
following the date We receive the request. Decreases must reduce the Face Amount
by at least $25,000, and the remaining Face Amount must not be less than
$50,000. Decreases will be applied:
(a) to the most recent increase; then
(b) successively to each prior increase, and then
(c) to the initial Face Amount.
We reserve the right to limit the number of Face Amount increases or
decreases made under the Certificate to no more than one in any 12 month period.
BENEFITS AT MATURITY
If the Insured is living on the Maturity Date, on surrender of the
Certificate to ITT Hartford, ITT Hartford will pay to the Owner the Cash
Surrender Value on the date the Certificate is surrendered. However, on the
Maturity Date, the Certificate will terminate and ITT Hartford will have no
further obligations under the Certificate.
TERMINATION OF PARTICIPATION IN THE GROUP POLICY
Participation in the Group Policy may be terminated by ITT Hartford or the
Participating Employer. The party initiating the termination must provide notice
of such termination to each Owner of record, at his or her last known address,
at least 15 days prior to the date of termination. In the event of such
termination, no new enrollment forms for new Insureds will be accepted on or
after the date notice of discontinuance is received or sent by ITT Hartford,
whichever is applicable, nor will any new Certificates be issued. If premium
payments are discontinued, ITT Hartford will continue insurance Coverage under
the Certificate as long as the Cash Surrender Value is sufficient to cover the
charges due. This Continuation of Insurance will not continue the Coverage under
the Certificate beyond Attained Age 100, nor will it continue any optional
benefit rider beyond the Certificate's date of termination. If the Group Policy
is discontinued or amended to discontinue the eligible class to which an Insured
belongs (and if the Coverage on the Insured is not transferred to another
insurance carrier), any Certificate then in effect will remain in force under
the discontinued Group Policy, provided it is not canceled or surrendered by the
Owner, subject to ITT Hartford's qualifications then in effect.
LAPSE AND REINSTATEMENT WHILE THE GROUP POLICY
IS IN EFFECT
LAPSE AND GRACE PERIOD
A Grace Period of 61 days will be allowed following the date We mail to the
Owner notice that the Cash Surrender Value is insufficient to pay the charges
due under the Certificate. Unless the Owner has given ITT Hartford written
notice of termination in advance of the date of termination of the Certificate,
insurance will continue in force during the Grace Period. The Owner will be
liable to ITT Hartford for all charges due under the Certificate then unpaid for
the period the Certificate remains in force.
In the event that total Debt outstanding equals or exceeds the Cash
Surrender Value, the Certificate will terminate 31 days after We have mailed
notice to Your last known address and that of any assignees of record. If
sufficient Loan repayment is not made by the end of this 31 day period, the
Certificate will end without value.
19
<PAGE>
REINSTATEMENT
Prior to the death of the Insured, and unless (1) the Group Policy is
terminated (See "Termination of Participation in the Group Policy") or (2) the
Certificate has been surrendered for cash, the Certificate may be reinstated
prior to the Maturity Date, provided:
(a) you make Your request within three (3) years of the date of lapse; and
(b) satisfactory evidence of insurability is submitted.
To reinstate Your Certificate, you must remit a premium payment large enough
to keep the coverage under the Certificate in force for at least 3 months
following the date of reinstatement. The Face Amount of the reinstated
Certificate cannot exceed the Face Amount at the time of lapse. The Investment
Value on the reinstatement date will reflect:
(a) The Investment Value at the time of termination; plus
(b) Net Premiums attributable to premiums paid at the time of reinstatement.
Upon reinstatement, any Debt at the time of termination must be repaid or
carried over to the reinstated Certificate.
ENROLLMENT FOR A CERTIFICATE
Individuals wishing to purchase a Certificate must submit an enrollment form
to ITT Hartford. Within limits, an applicant may choose the Initial Premium and
the initial Face Amount. A Certificate generally will be issued only on the
lives of Insureds Attained Age 79 and under who supply evidence of insurability
satisfactory to the Company. Acceptance is subject to ITT Hartford's
underwriting rules and ITT Hartford reserves the right to reject an enrollment
form for any reason. No change in the terms or conditions of a Certificate will
be made without the consent of the Owner.
The Certificate will be effective on the Coverage Date only after ITT
Hartford has received all outstanding delivery requirements and received the
Initial Premium. The Coverage Date is the date used to determine all future
cyclical transactions on the Certificate, e.g., Processing Date, Coverage months
and Coverage Years.
THE RIGHT TO EXAMINE THE CERTIFICATE
An Owner has a limited right to return a Certificate. Subject to applicable
state regulation, if the Certificate is returned, by mail or personal delivery
to ITT Hartford or to the agent who sold the Certificate, to be canceled within
10 days after delivery of the Certificate to the Owner, ITT Hartford will return
either (1) the total amount of premiums or (2) the Cash Value plus charges
deducted under the Certificate to the Owner within 7 days. If the state where
Your Certificate is issued requires that We return Your Initial Premium, We will
allocate Your initial Net Premium to the HVA Money Market Investment Division.
If the state of issue of Your Certificate provides for Our return of the
Certificate's Cash Value to the Owner, We will allocate the initial Net Premium
immediately among Your chosen Investment Divisions.
DEDUCTIONS FROM THE PREMIUM
Before allocating the Net Premium to the Investment Divisions, a deduction
as a percentage of premium is made for the front-end sales load, premium taxes
and the DAC tax charge. The amount of each premium allocated to the Investment
Divisions is Your Net Premium.
FRONT-END SALES LOAD
The current and maximum front-end sales load included in the premium
deduction is 9% of any premium paid for Coverage Years 1 through 7 and 7% of any
premium paid in Coverage Years 8 and later.
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<PAGE>
PREMIUM RELATED TAX CHARGE
We deduct a percentage of each premium to cover taxes assessed against ITT
Hartford that are attributable to premiums. This percentage will vary by locale
depending on the tax rates in effect there. The range of premium taxes actually
deducted by ITT Hartford currently ranges from 0% to 4%.
DAC TAX CHARGE
The Company deducts 1.25% of each premium to cover a federal premium tax
assessed against the Company. This charge is reasonable in relation to the
Company's federal income tax burden, under Section 848 of the Code, resulting
from the receipt of premiums. We will adjust this charge based on changes in the
applicable tax law.
DEDUCTIONS AND CHARGES FROM THE INVESTMENT VALUE
MONTHLY DEDUCTION AMOUNTS
On the Coverage Date and on each subsequent Processing Date, ITT Hartford
will deduct an amount (the "Monthly Deduction Amount") from the Investment Value
to cover certain charges and expenses incurred in connection with a Certificate.
The Monthly Deduction Amount will vary from month to month. These will be taken
from the Charge Deduction Division, if designated in the enrollment form for the
Certificate or later elected.
If a Charge Deduction Division has been designated but the Investment Value
in the Charge Deduction Division is less than that required to cover all charges
due on such date:
(1) ITT Hartford will apply the Investment Value of the Charge Deduction
Division to the charges due and set the Investment Value in the Charge
Deduction Division to zero; and
(2) any additional amount due will be allocated among the remaining
Investment Divisions on a Pro Rata Basis.
If no Charge Deduction Division has been designated or elected, any amounts
due will be allocated among the Owner's chosen Investment Divisions on a Pro
Rata Basis.
The Monthly Deduction Amount equals:
(a) the administrative expense charge; plus
(b) the charges for cost of insurance, plus any charges for additional
benefits provided by rider.
(a) COST OF INSURANCE CHARGE
The charge for the cost of insurance is equal to:
(i) the cost of insurance rate per $1,000; multiplied by
(ii) the Net Amount at Risk; divided by
(iii) $1,000
The Net Amount at Risk equals the Death Benefit less the Cash Value on
that date.
The cost of insurance charge is to cover ITT Hartford's anticipated
mortality costs. ITT Hartford uses various underwriting procedures,
including medical underwriting procedures, depending on the characteristics
of the group to which the Group Policies are issued. The current cost of
insurance rates for standard risks may be equal to or less than the 1980
Commissioners Standard Ordinary Mortality Table. Substandard risks will be
charged a higher cost of insurance rate that will not exceed rates based on
a multiple of the 1980 Commissioners Standard Ordinary Mortality Table. The
multiple will be based on the Insured's risk class. The use of simplified
underwriting and guaranteed issue procedures may result in the cost of
insurance charges being higher for some individuals than if medical
underwriting procedures were used.
Cost of insurance rates are based on the age, sex (except where unisex
rates apply), and rate class of the Insured and group mortality
characteristics and the particular characteristics (such as the rate class
21
<PAGE>
structure) under the Group Policy that are agreed to by ITT Hartford and the
Participating Employer. The actual monthly cost of insurance rates will be
based on ITT Hartford's expectations as to future experience. ITT Hartford
will determine the cost of insurance rate at the start of each Coverage
Year. Any changes in the cost of insurance rate will be made uniformly for
all Insureds in the same risk class.
The rate class of an Insured affects the cost of insurance rate. ITT
Hartford and the Participating Employer will agree to the number of classes
and characteristics of each class. The classes may vary by smokers and
nonsmokers, active and retired status, and/or any other nondiscriminatory
classes agreed to by the Participating Employer. Where smoker and non-smoker
divisions are provided, an Insured who is in the nonsmoker division of a
rate class will have a lower cost of insurance than an Insured in the smoker
division of the same rate class, even if each Insured has an identical
Certificate.
Because the Cash Value and the Death Benefit Amount under a Certificate
may vary from month to month, the cost of insurance charge may also vary on
each Processing Date.
(b) RIDER CHARGE
If the policy includes riders, a charge is deducted from the Investment
Value on each Processing Date.
The charge applicable to these riders is to compensate ITT Hartford for
anticipated cost of providing these benefits and are specified on the
applicable rider.
The Riders available are described on page under "Supplemental
Benefits" section.
(c) MONTHLY ADMINISTRATIVE FEE AND OTHER EXPENSE CHARGES
ITT Hartford will assess a monthly administrative charge to compensate
ITT Hartford for administrative costs in connection with the Certificates.
This charge will be $5 per Coverage month initially and is guaranteed never
to exceed $10.00 per Coverage month. This charge covers the average expected
cost for these expenses.
MORTALITY AND EXPENSE RISK CHARGE
A charge is made for mortality and expense risks assumed by ITT Hartford.
ITT Hartford deducts a daily charge at a maximum effective annual rate of .65%
of the value of each Investment Division's assets. See also, "Premiums --
Accumulation Unit Values," page .
The Mortality and Expense Risk Charge is equal to:
(i) the Mortality and Expense Risk Rate; multiplied by
(ii) the portion of the Cash Value allocated to the Investment Divisions and
the Loan Account.
The mortality risk assumed is that the actual cost of insurance charges
specified in the Certificate will be insufficient to meet actual claims. The
expense risk assumed is that expenses incurred in issuing and administering the
Certificates will exceed the administrative charges set forth therein.
If these charges are insufficient to cover actual costs and assumed risks,
the loss will fall on ITT Hartford. Conversely, if the charge proves more than
sufficient, any excess will be added to ITT Hartford's surplus.
TAXES
Currently, no charge is made to the Separate Account for federal, state, and
local taxes that may be attributable to the Separate Account. A change in the
applicable federal, state or local tax laws which impose tax on ITT Hartford
and/or the Separate Account may result in a charge against the Certificates in
the future. Charges for other taxes, if any, attributable to the Separate
Account may also be made.
OTHER MATTERS
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS
ITT Hartford reserves the right, subject to compliance with the law as then
in effect, to make additions to, deletions from, or substitutions for the
Separate Account and the Investment Divisions which fund the Group
22
<PAGE>
Policies. If shares of any of the Portfolios should no longer be available for
investment, or if, in the judgment of ITT Hartford's management, further
investment in shares of any Portfolio should become inappropriate in view of the
purposes of the Group Policies, ITT Hartford may substitute shares of another
Portfolio for shares already purchased, or to be purchased in the future, under
the Group Policies. No substitution of securities will take place without notice
to and consent of Owners and without prior approval of the SEC to the extent
required by the 1940 Act. Subject to Owner approval, if required, ITT Hartford
also reserves the right to end the registration under the 1940 Act of the
Separate Account or any other separate accounts of which it is the depositor
which may fund the Group Policies.
It is conceivable that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Funds simultaneously. Although neither ITT Hartford nor the Funds
currently foresee any such disadvantages either to variable life insurance
Owners or to variable annuity contract owners, the Board of Directors of The
Hartford Funds, the Board of Trustees for the Neuberger & Berman Trust, the
Board of Trustees for The Alger American Fund and the Board of Trustees for each
of the VIP Fund and the VIP Fund II (collectively the "Boards") intend to
monitor events in order to identify any material conflicts between such Owners
and to determine what action, if any, should be taken in response thereto. If
the Boards were to conclude that separate funds should be established for
variable annuity and variable life insurance separate accounts, ITT Hartford
will bear the attendant expenses.
VOTING RIGHTS
In accordance with its view of presently applicable law, ITT Hartford will
vote the shares of the Funds at regular and special meetings of the shareholders
of the Funds in accordance with instructions from Owners (or the assignee of the
Certificates, as the case may be) having a voting interest in the Separate
Account. The number of shares held in the Separate Account which are
attributable to each Owner is determined by dividing the Owner's interest in
each Investment Division by the net asset value of the applicable shares of the
Funds. ITT Hartford will vote shares for which no instructions have been given
and shares which are not attributable to Owners (i.e., shares owned by ITT
Hartford) in the same proportion as it votes shares for which it has received
instructions. If the 1940 Act or any rule promulgated thereunder should be
amended, however, or if ITT Hartford's present interpretation should change and,
as a result, ITT Hartford determines it is permitted to vote the shares of the
Funds in its own right, it may elect to do so.
The voting interests of the Owners (or the assignees) in the Funds will be
determined as follows: Owners may cast one vote for each full or fractional
Accumulation Unit owned under their respective Certificates and allocated to an
Investment Division the assets of which are invested in the particular Fund on
the record date for the shareholder meeting for that Fund. If, however, an Owner
has taken a Loan secured by the Certificate, amounts transferred from the
Investment Division(s) to the Loan Account(s) in connection with the Loan (see
"Certificate Benefits and Rights -- Loans," page ) will not be considered in
determining the voting interests of the Owner. Owners should review the
prospectuses for the Funds which accompany this Prospectus to determine matters
on which shareholders may vote.
ITT Hartford may, when required by state insurance regulatory authorities,
disregard voting instructions if the instructions require that the shares be
voted so as to cause a change in the sub-classification or investment objective
of one or more of the Funds or to approve or disapprove an investment advisory
policy for the Funds. In addition, ITT Hartford itself may disregard voting
instructions in favor of changes initiated by an Owner in the investment policy
or the investment adviser of the Funds if ITT Hartford reasonably disapproves of
such changes. A change would be disapproved only if the proposed change is
contrary to state law or prohibited by state regulatory authorities. In the
event ITT Hartford does disregard voting instructions, a summary of that action
and the reasons for such action will be included in the next periodic report to
Owners.
OUR RIGHTS
We reserve the right to take certain actions in connection with Our
operations and the operations of the Separate Account. These actions will be
taken in accordance with applicable laws (including obtaining any required
approval of the SEC). If necessary, We will seek approval by Owners.
Specifically, We reserve the right to:
- Add or remove any Investment Division;
- Create new separate accounts;
23
<PAGE>
- Combine the Separate Account with one or more other separate
accounts;
- Operate the Separate Account as a management investment company
under the 1940 Act or in any other form permitted by law;
- Deregister the Separate Account under the 1940 Act;
- Manage the Separate Account under the direction of a committee
or discharge such committee at any time;
- Transfer the assets of the Separate Account to one or more
other separate accounts; and
- Restrict or eliminate any of the voting rights of Owners or
other persons who have voting rights as to the Separate
Account.
ITT Hartford also reserves the right to change the name of the Separate
Account.
We have reserved all rights to the name of ITT Hartford Life and Annuity
Insurance Company or any part of it. We may allow the Separate Account and other
entities to use Our name or part of it, but We may also withdraw this right.
STATEMENTS TO OWNERS
We will send You a statement at least once each Coverage Year, showing:
(a) the current Cash Value, Cash Surrender Value and Face Amount;
(b) the premiums paid, Monthly Deduction Amounts and Loans since the last
report;
(c) the amount of any outstanding Debt;
(d) notifications required by the provisions of the Certificate; and
(e) any other information required by the Insurance Department of the State
where the Certificate was delivered.
LIMIT ON RIGHT TO CONTEST
ITT Hartford may not contest the validity of the Certificate after it has
been in effect during the Insured's lifetime for two years from the Issue Date.
If the Certificate is reinstated, the two-year period is measured from the date
of reinstatement. Any increase in the Face Amount as a result of a premium
payment is contestable for two years from its effective date. In addition, if
the Insured commits suicide in the two-year period, or such period as specified
in state law, the Death Benefit payable will be limited to the premiums paid
less any outstanding Debt and partial withdrawals.
MISSTATEMENT AS TO AGE OR SEX
If the age or sex of the Insured is incorrectly stated, the amount of all
benefits payable will be appropriately adjusted, as specified in the
Certificate.
ASSIGNMENT
The Certificate may be assigned as collateral for a loan or other
obligation. ITT Hartford is not responsible for any payment made or action taken
before receipt of written notice of such assignment. Proof of interest must be
filed with any claim under a collateral assignment.
DIVIDENDS
No dividends will be paid under the Certificates.
EXPERIENCE CREDITS
The Certificates issued under a Group Policy may be eligible for experience
credits due to administrative savings. The amount of any experience credit may
be paid in cash or applied to and used to increase the Investment Value.
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<PAGE>
SUPPLEMENTAL BENEFITS
The following supplemental benefit, which is subject to the restrictions and
limitations set forth therein, may be included in a Certificate.
MATURITY DATE EXTENSION RIDER
We will extend the Maturity Date (the date on which the Certificate will
mature), to the date of death of the Insured. Certain Death Benefit and premium
restrictions apply. See "Federal Tax Considerations -- Income Taxation of
Certificate Benefits," page .
EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
OTHER BUSINESS PROFESSION,
VOCATION OR EMPLOYMENT
POSITION WITH ITT HARTFORD, FOR PAST 5 YEARS;
NAME, AGE YEAR OF ELECTION OTHER DIRECTORSHIPS
- ------------------------------- -------------------------------- -------------------------------------------------
<S> <C> <C>
Andrew, Joan M., 38 Vice President, 1992 Vice President and Director, NSC Operations, IHLA
(1992-Present); Director, NSC Operations, IHLA
(1991).
Boldischar, Jr., Paul J., 54 Senior Vice President, 1988 Senior Vice President, IHLA (1976-Present).
Condon, Jr., Francis I., 50 Vice President, 1993 Vice President, Director of Sales, IHLA
(1993-Present); Anderson Insurance Agency,
Inc., President (1993).
Cummins, Peter W., 58 Vice President, 1993 Vice President, Individual Annuity Operations,
Hartford Life Insurance Company (1989-Present).
deRaismes, Ann W., 45 Vice President, 1994 Vice President (1994); Assistant Vice President
(1992-1994); Director of Human Resources
(1991-Present); Assistant Director of Human
Resources (1987-1991) Hartford Life Insurance
Company.
Dooley, James R., 59 Vice President, 1977 Vice President, Director Information Services,
IHLA (1973-Present).
Frahm, Donald R., 62 Director, 1995* Chairman and Chief Executive Officer
(1988-Present), Hartford Insurance Group.
Gareau, Joseph H., 48 Executive Vice President, Chief Executive Vice President and Chief Investment
Investment Officer and Officer, IHLA (1993-Present), Senior Vice
Director, 1993* President, IHLA (1989-1993).
Gardner, Bruce D., 44 General Counsel and Director, General Counsel (1991-Present); Corporate
1991* Secretary, 1988 Secretary (1988-Present); Associate General
Counsel (1988-1991), Hartford Life Insurance
Company.
Gillette, Donald J., 49 Vice President, 1993 Vice President, Director of Marketing, IHLA
(1991-Present); MSI Insurance (1986-1991).
Godkin, Lynda, 41 Associate General Counsel and Assistant General Counsel and Corporate Secretary
Corporate Secretary, 1995 (1994); Counsel (1990), Hartford Life Insurance
Company.
Grady, Lois W., 51 Vice President, 1993 Vice President, Hartford Insurance Company
(1993-Present); Assistant Vice President
(1988-1993).
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
OTHER BUSINESS PROFESSION,
VOCATION OR EMPLOYMENT
POSITION WITH ITT HARTFORD, FOR PAST 5 YEARS;
NAME, AGE YEAR OF ELECTION OTHER DIRECTORSHIPS
- ------------------------------- -------------------------------- -------------------------------------------------
<S> <C> <C>
Hall, David A., 42 Senior Vice President and Senior Vice President and Actuary (1993-Present),
Actuary, 1993 Hartford Life Insurance Company.
Kanarek, Joseph, 48 Vice President and Director, Vice President (1991-Present); Director
1994* (1992-Present); Hartford Life Insurance
Company.
Kohlhof, LaVern L., 65 Vice President and Secretary, Vice President and Secretary (1976-Present),
1980 IHLA.
Malchodi, William B. Jr., 45 Vice President and Director of Director of Taxes (1992); Assistant General
Taxes 1992 Counsel and Assistant Director of Taxes
(1986-1992), Hartford Insurance Group.
Marra, Thomas M., 37 Senior Vice President, Actuary Senior Vice President, (1994); Vice President
and Director, 1994* (1989); Director of Individual Annuities,
(1991); Assistant Vice President (1989),
Hartford Life Insurance Companies.
Matthiesen, Steven L., 50 Vice President, 1984 Vice President, Director of New Business,
(1984-Present), IHLA.
Raymond, Craig D., 33 Vice President and Chief Vice President and Chief Actuary (1994); Vice
Actuary, 1994 President and Actuary (1993-1994); Assistant
Vice President and Actuary (1992-1993); Actuary
(1989-1992), Hartford Life Insurance Company.
Schrandt, David T., 48 Vice President, Treasurer and Vice President, Treasurer and Controller, IHLA
Controller, 1987 (1987-Present).
Smith, Lowndes A., 56 President and Chief Executive President and Chief Executive Officer, IHLA
Officer, 1993, (1993-Present); President and Chief Operating
Director, 1985* Officer, Hartford Life Insurance Company
(1989-Present).
Zlatkus, Lizabeth H., 37 Vice President and Director, Vice President, Director Business Operations,
1994* 1994; Assistant Vice President, Director
Executive Operations (1992-1994); Executive
Staff Assistant to President (1990-1992),
Hartford Life Insurance Company.
<FN>
- ------------------------
* Denotes year of election to Board of Directors.
** ITT Hartford Affiliated Company.
</TABLE>
26
<PAGE>
DISTRIBUTION OF THE GROUP POLICIES
ITT Hartford intends to sell the Group Policies in all jurisdictions where
it is licensed to do business. The Group Policies will be sold by life insurance
sales representatives who represent ITT Hartford and who are registered
representatives of Hartford Equity Sales Company, Inc. ("HESCO"), or certain
other registered Broker-Dealers. Any sales representative or employee will have
been qualified to sell variable life insurance policies under applicable Federal
and State laws. Each Broker-Dealer is registered with the SEC under the
Securities Exchange Act of 1934 and all are members of the National Association
of Securities Dealers, Inc. HESCO is the principal underwriter for the Group
Policies. The maximum sales commission payable to ITT Hartford agents,
independent registered insurance brokers, and other registered Broker-Dealers is
6% of the premiums paid. In addition, expense allowances may be paid. The sales
representative may be required to return all or a portion of the commissions
paid if a Certificate terminates prior to the second Certificate Anniversary.
SAFEKEEPING OF THE SEPARATE ACCOUNT ASSETS
The assets of the Separate Account are held by ITT Hartford. The assets of
the Separate Account are kept physically segregated and held separate and apart
from the General Account of ITT Hartford. ITT Hartford maintains records of all
purchases and redemptions of shares of the Fund. Additional protection for the
assets of the Separate Account is afforded by ITT Hartford's blanket fidelity
bond issued by Aetna Casualty and Surety Company, in the aggregate amount of $50
million, covering all of the officers and employees of ITT Hartford.
FEDERAL TAX CONSIDERATIONS
GENERAL
SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE OWNER INVOLVED AND THE TYPE OF PLAN UNDER WHICH THE
CERTIFICATE IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CERTIFICATE DESCRIBED
HEREIN.
It should be understood that any detailed description of the Federal income
tax consequences regarding the purchase of these Certificates cannot be made in
this Prospectus and that special tax rules may be applicable with respect to
certain purchase situations not discussed herein. In addition, no attempt is
made here to consider any applicable state or other tax laws. For detailed
information, a qualified tax adviser should always be consulted. This discussion
of Federal tax considerations is based upon ITT Hartford's understanding of
current Federal income tax laws as they are currently interpreted.
TAXATION OF THE COMPANY AND THE SEPARATE ACCOUNT
The Separate Account is taxed as a part of ITT Hartford which is taxed as a
life insurance company under Part 1 of Subchapter L of Chapter 1 of the Internal
Revenue Code ("Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under Subchapter M of the Code. Investment income
and realized capital gains on the assets of the Separate Account (the underlying
Investment Divisions) are reinvested and are taken into account in determining
the value of the Accumulation Units (see "Certificate Benefits and Provisions --
Values under the Certificate", on page ). As a result, such investment income
and realized capital gains are automatically applied to increase reserves under
the Certificate.
ITT Hartford does not expect to incur any Federal income tax on the earnings
or realized capital gains attributable to the Separate Account. Based upon these
expectations, no charge is currently being made to the Separate Account for
Federal income taxes. If ITT Hartford incurs income taxes attributable to the
Separate Account or determines that such taxes will be incurred, it may assess a
charge for taxes against the Separate Account.
27
<PAGE>
INCOME TAXATION OF CERTIFICATE BENEFITS
For Federal income tax purposes, the Certificates should be treated as life
insurance policies under Section 7702 of the Code. The death benefit under a
life insurance policy is excluded from the gross income of the Beneficiary.
Also, a life insurance policy owner is not taxed on increments in the policy
value until the policy is partially or completely surrendered. Section 7702
limits the amount of premiums that may be invested in a policy that is treated
as life insurance. ITT Hartford intends to monitor premium levels to assure
compliance with the Section 7702 standards.
During the first fifteen policy years, an "income first" rule generally
applies to any distribution of cash that is required under Code Section 7702
because of a reduction in benefits under the Certificate.
ITT Hartford also believes that any Loan received under a Certificate will
be treated as Debt of the Owner, and that no part of any Loan under a
Certificate will constitute income to the Owner. A surrender or assignment of
the Certificate may have tax consequences depending upon the circumstances.
Owners should consult qualified tax advisers concerning the effect of such
changes.
Federal, state, and local estate tax, inheritance, and other tax
consequences of ownership or receipt of Certificate proceeds depend on the
circumstances of each Owner or Beneficiary.
The Maturity Date Extension Rider allows an Owner to extend the Maturity
Date to the date of the death of the Insured. Although ITT Hartford believes
that the Certificate will continue to be treated as a life insurance contract
for federal income tax purposes after the scheduled Maturity Date, due to the
lack of specific guidance on this issue, this result is not certain. If the
Certificate is not treated as a life insurance contract for federal income tax
purposes after the Maturity Date, among other things, the Death Proceeds may be
taxable to the recipient. The Owner should consult a competent tax adviser
regarding the possible adverse tax consequences resulting from an extension of
the scheduled Maturity Date.
MODIFIED ENDOWMENT CONTRACTS
Code Section 7702A applies an additional test, the "seven-pay" test, to life
insurance contracts. A modified endowment contract is a life insurance policy
which satisfies the Section 7702 definition of life insurance but fails the
seven-pay test of Section 7702A. A policy fails the seven-pay test if the
accumulated amount paid into the Certificate at any time during the first seven
Coverage Years exceeds the sum of the net level premiums that would have been
paid up to that point if the Certificate provided for paid-up future benefits
after the payment of seven level annual premiums. Computational rules for the
seven-pay test are described in Section 7702A(c).
A policy that is classified as a modified endowment contract is eligible for
certain aspects of the beneficial tax treatment accorded to life insurance. That
is, the death benefit is excluded from income and increments in value are not
subject to current taxation. However, withdrawals and loans from a modified
endowment policy are treated first as income, then as a recovery of basis.
Taxable withdrawals are subject to a 10% additional tax, with certain
exceptions. Generally, only distributions and loans made in the first year in
which a policy becomes a modified endowment policy, and in subsequent years, are
taxable. However, distributions and loans made in the two years prior to a
policy's failing the seven-pay test are deemed to be in anticipation of failure
and are subject to tax.
If the Certificate satisfies the seven-pay test for seven years,
distributions and loans made thereafter will not be subject to the modified
endowment policy rules, unless the Certificate is changed materially. The
seven-pay test will be applied anew at any time the Certificate undergoes a
material change, which includes an increase in the Face Amount.
All modified endowment policies that are issued within any calendar year to
the same policy owner by one company or its affiliates shall be treated as one
modified endowment policy for the purpose of determining the taxable portion of
any loan or distribution.
ITT Hartford has instituted procedures to monitor whether a Certificate may
become a modified endowment contract after issue.
DIVERSIFICATION REQUIREMENTS
Section 817 of the Code provides that a variable life insurance policy
(other than a pension plan policy) will not be treated as a life insurance
policy for any period during which the investments made by the separate
28
<PAGE>
account underlying the policy are not adequately diversified in accordance with
regulations prescribed by the Treasury. If a policy is not treated as a life
insurance policy, the policy owner will be subject to income tax on the annual
increases in cash value. The Treasury has issued diversification regulations
which, among other things, generally require that no more than 55% of the value
of the total assets of the segregated asset account (such as the Funds)
underlying a variable contract is represented by any one investment, no more
than 70% is represented by any two investments, no more than 80% is represented
by any three investments, and no more than 90% is represented by any four
investments. In determining whether the diversification standards are met, all
securities of the same issuer, all interests in the same real property project,
and all interests in the same commodity are each treated as a single investment.
In addition, in the case of government securities, each government agency or
instrumentality shall be treated as a separate issuer. If the diversification
standards are not met, non-pension policy owners will be subject to current tax
on the increase in cash value in the policy.
A separate account must be in compliance with the diversification standards
on the last day of each calendar quarter or within 30 days after the quarter
ends. If an insurance company inadvertently fails to need the diversification
standards, the company may comply within a reasonable period and avoid the
taxation of policy income on an ongoing basis. However, either the company or
Policy Owner must agree to pay the tax due for the period during which the
diversification standards were not met. The amount required to be paid shall be
an amount based upon the tax that would have been owed by the policy owner if
they were treated as receiving the income on the policy for such period or
periods.
FEDERAL INCOME TAX WITHHOLDING
If any amounts are deemed to be current taxable income to the Owner, such
amounts will be subject to Federal income tax withholding and reporting,
pursuant to Section 3405 of the Internal Revenue Code.
OTHER TAX CONSIDERATIONS
Qualified tax advisers should be consulted concerning the estate and gift
tax consequences of Certificate ownership and distributions under federal, state
and local law.
LEGAL PROCEEDINGS
There are no pending material legal proceedings affecting the Group
Policies, the Certificates, the Separate Account or any of the Funds.
EXPERTS
The audited financial statements for ITT Hartford Life and Annuity Insurance
Company included in this Prospectus and Registration Statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report herein, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing (to be provided by amendment).
The hypothetical illustrations included in this Prospectus and Registration
Statement have been approved by Peter J. Vogt, FSA, MAAA, Assistant Actuary, are
included in reliance upon his opinion as to their reasonableness.
REGISTRATION STATEMENT
A registration statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does not
contain all information set forth in the registration statement, its amendments
and exhibits, to all of which reference is made for further information
concerning the Separate Account, ITT Hartford, the Group Policies and the
Certificates.
29
<PAGE>
APPENDIX A
ILLUSTRATION OF DEATH BENEFITS, ACCOUNT
VALUES AND CASH SURRENDER VALUES
The following tables illustrate how the Death Benefits, Cash Values and Cash
Surrender Values of a Policy may change with the investment experience of the
Separate Account. The tables show how the Death Benefits, Cash Values and Cash
Surrender Values of a Certificate issued to an Insured of a given age would vary
over time if the investment return on the assets held in each Portfolio were a
uniform, gross annual rate of 0%, 6% and 12%. The Death Benefits, Cash Values
and Cash Surrender Values would be different from those shown if the gross
annual investment returns averaged 0%, 6% and 12% over a period of years, but
fluctuated above and below those averages for individual Coverage Years. The
tables assume that no Loans are made and that no partial withdrawals have been
made. The tables are also based on the assumption that the Owner has not
requested an increase or decrease in the Face Amount and that no transfers have
been made in any Coverage Years.
The tables on pages to illustrate a Certificate issued to a Male
Insured, Age 45 in the Medical Non-Smoker Class with an Initial Face Amount of
$250,000. The Death Benefits, Cash Values and Cash Surrender Values would be
lower if the Insured was a smoker or in a special class since the cost of
insurance charges would increase.
The tables reflect the fact that the net return on the assets held in the
Investment Divisions is lower than the gross after-tax return of the Funds. This
is because these tables assume an investment management fee and other estimated
Fund expenses totaling 0.70%. The 0.70% figure is based on an average of the
current management fees and expenses of the available twelve Funds, taking into
account any applicable expense caps or reimbursement arrangements. Actual fees
and expenses of the Funds associated with a Certificate may be more or less than
0.70%, will vary from year to year, and will depend on how the Cash Value is
allocated.
As their headings indicate, the tables reflect the deductions of current
contractual charges and guaranteed contractual charges for a single gross
interest rate. These charges include the daily charge to the Separate Account
for assuming mortality and expense risks and the monthly administrative expense
and cost of insurance charges. All tables assume a charge of 2.00% for taxes
attributable to premiums and reflect the fact that no charges against the
Separate Account are currently made for federal, state or local taxes
attributable to the Policy or Certificate.
Each table also shows the amount to which the premiums would accumulate if
an amount equal to those premiums were invested to earn interest, after taxes,
at 5% compounded annually.
Upon request, ITT Hartford will furnish a comparable illustration based on a
proposed Certificate's specific circumstances.
30
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
LEVEL DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$14,102 PREMIUM PAID FOR 7 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.70% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 11,943 11,943 250,000 11,013 11,013 250,000
2 30,355 23,644 23,644 250,000 21,844 21,844 250,000
3 46,680 35,107 35,107 250,000 32,494 32,494 250,000
4 63,821 46,369 46,369 250,000 42,971 42,971 250,000
5 81,819 57,449 57,449 250,000 53,275 53,275 250,000
6 100,717 68,460 68,460 250,000 63,410 63,410 250,000
7 120,560 79,312 79,312 250,000 73,372 73,372 250,000
8 126,588 77,772 77,772 250,000 70,858 70,858 250,000
9 132,917 76,207 76,207 250,000 68,223 68,223 250,000
10 139,563 74,608 74,608 250,000 65,444 65,444 250,000
11 146,541 72,941 72,941 250,000 62,507 62,507 250,000
12 153,868 71,192 71,192 250,000 59,390 59,390 250,000
13 161,561 69,331 69,331 250,000 56,081 56,081 250,000
14 169,639 67,350 67,350 250,000 52,558 52,558 250,000
15 178,121 65,235 65,235 250,000 48,798 48,798 250,000
16 187,027 62,899 62,899 250,000 44,763 44,763 250,000
17 196,378 60,424 60,424 250,000 40,411 40,411 250,000
18 206,197 57,790 57,790 250,000 35,685 35,685 250,000
19 216,507 54,983 54,983 250,000 30,519 30,519 250,000
20 227,332 51,979 51,979 250,000 24,841 24,841 250,000
25 290,140 32,923 32,923 250,000 0 0 0
30 370,300 2,817 2,817 250,000 0 0 0
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
31
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
LEVEL DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$14,102 PREMIUM PAID FOR 7 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.30% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 12,674 12,674 250,000 11,715 11,715 250,000
2 30,355 25,850 25,850 250,000 23,941 23,941 250,000
3 46,680 39,558 39,558 250,000 36,707 36,707 250,000
4 63,821 53,858 53,858 250,000 50,048 50,048 250,000
5 81,819 68,796 68,796 250,000 63,995 63,995 250,000
6 100,717 84,514 84,514 250,000 78,589 78,589 250,000
7 120,560 100,962 100,962 250,000 93,864 93,864 250,000
8 126,588 105,202 105,202 250,000 96,816 96,816 250,000
9 132,917 109,613 109,613 250,000 99,812 99,812 250,000
10 139,563 114,198 114,198 250,000 102,842 102,842 250,000
11 146,541 118,943 118,943 250,000 105,906 105,906 250,000
12 153,868 123,850 123,850 251,157 108,999 108,999 250,000
13 161,561 128,899 128,899 254,526 112,123 112,123 250,000
14 169,639 134,094 134,094 257,924 115,277 115,277 250,000
15 178,121 139,436 139,436 261,355 118,458 118,458 250,000
16 187,027 144,879 144,879 264,744 121,658 121,658 250,000
17 196,378 150,492 150,492 268,208 124,867 124,867 250,000
18 206,197 156,274 156,274 271,769 128,071 128,071 250,000
19 216,507 162,234 162,234 275,451 131,251 131,251 250,000
20 227,332 168,372 168,372 279,267 134,393 134,393 250,000
25 290,140 201,822 201,822 300,311 149,164 149,164 250,000
30 370,300 240,120 240,120 325,173 160,373 160,373 250,000
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATE OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
32
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
LEVEL DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$14,102 PREMIUM PAID FOR 7 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.30% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 13,403 13,403 250,000 12,416 12,416 250,000
2 30,355 28,141 28,141 250,000 26,120 26,120 250,000
3 46,680 44,362 44,362 250,000 41,260 41,260 250,000
4 63,821 62,264 62,264 250,000 58,004 58,004 250,000
5 81,819 82,050 82,050 250,000 76,539 76,539 250,000
6 100,717 104,029 104,029 250,000 97,079 97,079 250,000
7 120,560 128,268 128,268 297,803 119,704 119,704 278,078
8 126,588 141,331 141,331 318,794 130,879 130,879 295,392
9 132,917 155,708 155,708 341,372 143,050 143,050 313,810
10 139,563 171,523 171,523 365,662 156,292 156,292 333,403
11 146,541 188,883 188,883 391,737 170,696 170,696 354,243
12 153,868 207,924 207,924 419,710 186,353 186,353 376,410
13 161,561 228,775 228,775 449,660 203,374 203,374 399,988
14 169,639 251,604 251,604 481,721 221,873 221,873 425,066
15 178,121 276,591 276,591 516,046 241,972 241,972 451,739
16 187,027 303,826 303,826 552,635 263,795 263,795 480,107
17 196,378 333,647 333,647 591,889 287,470 287,470 510,279
18 206,197 366,285 366,285 634,054 313,126 313,126 542,369
19 216,507 402,004 402,004 679,405 340,896 340,896 576,498
20 227,332 441,080 441,080 728,217 370,924 370,924 612,796
25 290,140 698,226 698,226 1,034,173 561,291 561,291 831,973
30 370,300 1,097,000 1,097,000 1,478,729 837,775 837,775 1,130,313
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN. DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATE OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
33
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
INCREASING DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$14,102 PREMIUM PAID FOR 7 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.70% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 11,933 11,933 261,964 10,961 10,961 261,068
2 30,355 23,603 23,603 273,656 21,682 21,682 271,808
3 46,680 35,007 35,007 285,082 32,159 32,159 282,306
4 63,821 46,175 46,175 296,270 42,390 42,390 292,558
5 81,819 57,123 57,123 307,236 52,367 52,367 302,555
6 100,717 68,000 68,000 318,119 62,084 62,084 312,294
7 120,560 78,683 78,682 328,818 71,525 71,525 321,758
8 126,588 76,962 76,962 327,100 68,465 68,465 318,709
9 132,917 75,206 75,206 325,346 65,261 65,261 315,516
10 139,563 73,398 73,398 323,543 61,887 61,887 312,157
11 146,541 71,497 71,497 321,649 58,333 58,333 308,617
12 153,868 69,482 69,482 319,644 54,578 54,578 304,879
13 161,561 67,315 67,315 317,490 50,617 50,617 300,935
14 169,639 64,989 64,989 315,177 46,434 46,434 296,771
15 178,121 62,493 62,493 312,695 42,012 42,012 292,368
16 187,027 59,712 59,712 309,938 37,320 37,320 287,699
17 196,378 56,767 56,767 307,006 32,325 32,325 282,729
18 206,197 53,638 53,638 303,892 26,983 26,983 277,415
19 216,507 50,314 50,314 300,584 21,241 21,241 271,706
20 227,332 46,774 46,774 297,062 15,051 15,051 265,553
25 290,140 24,947 24,947 275,357 0 0 0
30 370,300 0 0 0 0 0 0
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
34
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
INCREASING DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$14,102 PREMIUM PAID FOR 7 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.30% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 12,663 12,663 262,633 11,659 11,659 261,710
2 30,355 25,805 25,805 275,735 23,762 23,762 273,775
3 46,680 39,443 39,443 289,331 36,322 36,322 286,296
4 63,821 53,626 53,626 303,468 49,354 49,354 299,288
5 81,819 68,393 68,393 318,185 62,868 62,868 312,762
6 100,717 83,922 83,922 333,649 76,879 76,879 326,730
7 120,560 100,120 100,120 349,789 91,386 91,386 341,194
8 126,588 104,066 104,066 353,725 93,447 93,447 343,261
9 132,917 108,133 108,133 357,782 95,411 95,411 345,234
10 139,563 112,312 112,312 361,951 97,247 97,247 347,080
11 146,541 116,560 116,560 366,194 98,933 98,933 348,780
12 153,868 120,862 120,862 370,491 100,442 100,442 350,304
13 161,561 125,179 125,179 374,806 101,756 101,756 351,634
14 169,639 129,500 129,500 379,127 102,847 102,847 352,744
15 178,121 133,813 133,813 383,441 103,683 103,683 353,601
16 187,027 137,997 137,997 387,636 104,218 104,218 354,163
17 196,378 142,167 142,167 391,807 104,400 104,400 354,375
18 206,197 146,298 146,298 395,942 104,163 104,163 354,173
19 216,507 150,376 150,376 400,024 103,429 103,429 353,481
20 227,332 154,374 154,374 404,029 102,199 102,199 352,221
25 290,140 171,947 171,947 421,683 84,222 84,222 334,669
30 370,300 181,020 181,020 430,948 36,402 36,402 287,507
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
35
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
INCREASING DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$14,102 PREMIUM PAID FOR 7 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.30% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 13,391 13,391 263,298 12,357 12,357 262,348
2 30,355 28,092 28,092 277,884 25,923 25,923 275,809
3 46,680 44,231 44,231 293,898 40,820 40,820 290,590
4 63,821 61,992 61,992 311,517 57,182 57,182 306,824
5 81,819 81,557 81,557 330,925 75,151 75,151 324,653
6 100,717 103,275 103,275 352,455 94,889 94,889 344,236
7 120,560 127,240 127,240 376,224 116,560 116,560 365,739
8 126,588 140,002 140,002 388,884 126,665 126,665 375,773
9 132,917 154,051 154,051 402,820 137,641 137,641 386,674
10 139,563 169,508 169,508 418,154 149,554 149,554 398,505
11 146,541 186,473 186,473 434,988 162,486 162,486 411,348
12 153,868 205,087 20,087 453,458 176,524 176,524 425,290
13 161,561 225,480 225,480 473,696 191,775 191,775 440,435
14 169,639 247,830 247,830 495,876 208,347 208,347 456,892
15 178,121 272,332 272,332 520,190 226,360 226,360 474,779
16 187,027 299,090 299,090 546,751 245,931 245,931 494,214
17 196,378 328,442 328,442 582,656 267,184 267,184 515,320
18 206,197 360,570 360,570 624,161 290,247 290,247 538,225
19 216,507 395,730 395,730 668,803 315,252 315,252 563,061
20 227,332 434,196 434,196 716,852 342,348 342,348 589,975
25 290,140 687,323 687,323 1,018,024 515,918 515,918 764,719
30 370,300 1,079,864 1,079,864 1,455,630 769,993 769,993 1,038,862
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 12%,
BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
36
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
LEVEL DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$6,000 PREMIUM PAID FOR 30 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.70% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 4,924 4,924 250,000 3,968 3,968 250,000
2 12,915 9,687 9,687 250,000 7,811 7,811 250,000
3 19,861 14,290 14,290 250,000 11,526 11,526 250,000
4 27,154 18,763 18,763 250,000 15,112 15,112 250,000
5 34,812 23,122 23,122 250,000 18,563 18,563 250,000
6 42,853 27,500 27,500 250,000 21,874 21,874 250,000
7 51,296 31,787 31,787 250,000 25,031 25,031 250,000
8 60,161 36,099 36,099 250,000 28,142 28,142 250,000
9 69,469 40,314 40,314 250,000 31,072 31,072 250,000
10 79,242 44,422 44,422 250,000 33,804 33,804 250,000
11 89,504 48,391 48,391 250,000 36,332 36,332 250,000
12 100,279 52,210 52,210 250,000 38,644 38,644 250,000
13 111,593 55,854 55,854 250,000 40,735 40,735 250,000
14 123,473 59,323 59,323 250,000 42,597 42,597 250,000
15 135,947 62,612 62,612 250,000 44,215 44,215 250,000
16 149,044 65,645 65,645 250,000 45,568 45,568 250,000
17 162,796 68,513 68,513 250,000 46,626 46,626 250,000
18 177,236 71,206 71,206 250,000 47,353 47,353 250,000
19 192,398 73,722 73,722 250,000 47,703 47,703 250,000
20 208,318 76,049 76,049 250,000 47,632 47,632 250,000
25 300,684 84,346 84,346 250,000 39,331 39,331 250,000
30 418,569 85,135 85,135 250,000 9,035 9,035 250,000
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
37
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
LEVEL DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$6,000 PREMIUM PAID FOR 30 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.30% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 5,229 5,229 250,000 4,243 4,243 250,000
2 12,915 10,604 10,604 250,000 8,610 8,610 250,000
3 19,861 16,130 16,130 250,000 13,105 13,105 250,000
4 27,154 21,843 21,843 250,000 17,732 17,732 250,000
5 34,812 27,769 27,769 250,000 22,490 22,490 250,000
6 42,853 34,052 34,052 250,000 27,385 27,385 250,000
7 51,296 40,597 40,597 250,000 32,408 32,408 250,000
8 60,161 47,542 47,542 250,000 37,684 37,684 250,000
9 69,469 54,777 54,777 250,000 43,087 43,087 250,000
10 79,242 62,309 62,309 250,000 48,612 48,612 250,000
11 89,504 70,123 70,123 250,000 54,264 54,264 250,000
12 100,279 78,226 78,226 250,000 60,043 60,043 250,000
13 111,593 86,616 86,616 250,000 65,963 65,963 250,000
14 123,473 95,313 95,313 250,000 72,030 72,030 250,000
15 135,947 104,339 104,339 250,000 78,253 78,253 250,000
16 149,044 113,659 113,659 250,000 84,635 84,635 250,000
17 162,796 123,376 123,376 250,000 91,176 91,176 250,000
18 177,236 133,518 133,518 250,000 97,878 97,878 250,000
19 192,398 144,121 144,121 250,000 104,739 104,739 250,000
20 208,318 155,158 155,158 257,350 111,766 111,766 250,000
25 300,684 216,025 216,025 321,445 150,258 150,258 250,000
30 418,569 286,969 286,969 388,618 197,093 197,093 267,146
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
38
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
LEVEL DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$6,000 PREMIUM PAID FOR 30 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.30% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 5,535 5,535 250,000 4,518 4,518 250,000
2 12,915 11,557 11,557 250,000 9,443 9,443 250,000
3 19,861 18,117 18,117 250,000 14,816 14,816 250,000
4 27,154 25,305 25,305 250,000 20,687 20,687 250,000
5 34,812 33,204 33,204 250,000 27,105 27,105 250,000
6 42,853 42,029 42,029 250,000 34,131 34,131 250,000
7 51,296 51,767 51,767 250,000 41,821 41,821 250,000
8 60,161 62,651 62,651 250,000 50,379 50,379 250,000
9 69,469 74,669 74,669 250,000 59,765 59,765 250,000
10 79,242 87,941 87,941 250,000 70,070 70,070 250,000
11 89,504 102,584 102,584 250,000 81,408 81,408 250,000
12 100,279 118,751 118,751 250,000 93,909 93,909 250,000
13 111,593 136,560 136,560 268,409 107,730 107,730 250,000
14 123,473 156,085 156,085 298,841 123,051 123,051 250,000
15 135,947 177,483 177,483 331,137 140,011 140,011 261,387
16 149,044 200,853 200,853 365,336 158,459 158,459 288,395
17 162,796 226,460 226,460 401,741 178,501 178,501 316,851
18 177,236 254,506 254,506 440,560 200,252 200,252 346,858
19 192,398 285,216 285,216 482,028 223,831 223,831 378,526
20 208,318 318,831 318,831 526,386 249,366 249,366 411,972
25 300,684 540,360 540,360 800,351 411,856 411,856 610,473
30 418,569 884,473 884,473 1,192,249 648,965 648,965 875,573
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 12%,
BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
39
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
INCREASING DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$6,000 PREMIUM PAID FOR 30 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.70% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 4,919 4,919 254,943 3,947 3,947 254,046
2 12,915 9,671 9,671 259,708 7,749 7,749 257,860
3 19,861 14,249 14,249 264,301 11,400 11,400 261,524
4 27,154 18,683 18,683 268,747 14,898 14,898 265,034
5 34,812 22,989 22,989 273,063 18,231 18,231 268,381
6 42,853 27,313 27,313 277,386 21,396 21,396 271,560
7 51,296 31,531 31,531 281,613 24,370 24,370 274,550
8 60,161 35,759 35,759 285,850 27,259 27,259 277,456
9 69,469 39,871 39,871 289,971 29,922 29,922 280,137
10 79,242 43,853 43,853 293,964 32,337 32,337 282,573
11 89,504 47,662 47,662 297,787 34,493 34,493 284,750
12 100,279 51,281 51,281 301,422 36,372 36,372 286,652
13 111,593 54,672 54,672 304,832 37,968 37,968 288,272
14 123,473 57,828 57,828 308,008 39,268 39,268 289,596
15 135,947 60,741 60,741 310,941 40,255 40,255 290,609
16 149,044 63,297 63,297 313,526 40,899 40,899 291,282
17 162,796 65,616 65,616 315,865 41,169 41,169 291,583
18 177,236 67,680 67,680 317,950 41,020 41,020 291,468
19 192,398 69,479 69,479 319,771 40,402 40,402 290,889
20 208,318 70,994 70,994 321,310 39,267 39,267 289,797
25 300,684 73,439 73,439 323,904 24,498 24,498 275,290
30 418,569 64,458 64,458 315,141 0 0 0
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
40
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
INCREASING DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$6,000 PREMIUM PAID FOR 30 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.30% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 5,225 5,225 255,223 4,221 4,221 254,300
2 12,915 10,586 10,586 260,573 8,542 8,542 258,612
3 19,861 16,082 16,082 266,058 12,960 12,960 263,022
4 27,154 21,748 21,748 271,709 17,475 17,475 267,529
5 34,812 27,604 27,604 277,549 22,078 22,078 272,124
6 42,853 33,810 33,810 283,725 26,764 26,764 276,804
7 51,296 40,254 40,254 290,149 31,516 31,516 281,550
8 60,161 47,068 47,068 296,941 36,444 36,444 286,473
9 69,469 54,135 54,135 303,987 41,406 41,406 291,432
10 79,242 61,452 61,452 311,283 46,379 46,379 296,404
11 89,504 68,984 68,984 318,797 51,348 51,348 301,374
12 100,279 76,721 76,721 326,516 56,291 56,291 306,319
13 111,593 84,631 84,631 334,412 61,197 61,197 311,228
14 123,473 92,712 92,712 342,478 66,046 66,046 316,082
15 135,947 100,959 100,959 350,711 70,814 70,814 320,856
16 149,044 109,259 109,259 359,006 75,463 75,463 325,516
17 162,796 117,734 117,734 367,466 79,949 79,949 330,016
18 177,236 126,369 126,369 376,088 84,215 84,215 334,300
19 192,398 135,160 135,160 384,865 88,192 88,192 338,302
20 208,318 144,089 144,089 393,782 91,811 91,811 341,952
25 300,684 189,952 189,952 439,620 102,201 102,201 352,580
30 418,569 234,498 234,498 484,226 89,866 89,866 340,768
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
41
<PAGE>
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
INCREASING DEATH BENEFIT OPTION
ISSUE AGE 45 MALE MEDICAL NON-SMOKER
$6,000 PREMIUM PAID FOR 30 YEARS
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.30% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES GUARANTEED CHARGES
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 5,530 5,530 255,502 4,495 4,495 254,552
2 12,915 11,536 11,536 261,467 9,368 9,368 259,392
3 19,861 18,063 18,063 267,948 14,651 14,651 264,639
4 27,154 25,192 25,192 275,025 20,381 20,381 270,311
5 34,812 33,003 33,003 282,776 26,594 26,594 276,501
6 42,853 41,721 41,721 291,415 33,332 33,332 283,193
7 51,296 51,311 51,311 300,929 40,626 40,626 290,439
8 60,161 61,994 61,994 311,527 48,651 48,651 298,411
9 69,469 73,744 73,744 323,814 57,326 57,326 307,029
10 79,242 86,658 86,658 335,997 66,693 66,693 316,336
11 89,504 100,812 100,812 350,043 76,811 76,811 326,388
12 100,279 116,316 116,316 365,429 87,736 87,736 337,242
13 111,593 133,271 133,271 382,257 99,543 99,543 348,973
14 123,473 151,819 151,819 400,666 112,308 112,308 361,654
15 135,947 172,116 172,116 420,810 126,110 126,100 375,365
16 149,044 194,222 194,222 442,758 141,023 141,023 390,182
17 162,796 218,454 218,454 466,805 157,125 157,125 406,180
18 177,236 245,012 245,012 493,160 174,492 174,492 423,437
19 192,398 274,129 274,129 522,054 193,196 193,196 442,024
20 208,318 306,052 306,052 553,732 213,324 213,324 462,028
25 300,684 518,130 518,130 767,425 339,286 339,286 587,214
30 418,569 849,534 849,534 1,145,152 518,712 518,712 765,616
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE DEATH BENEFIT MAY, AND THE CASH VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CERTIFICATE AVERAGED 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 12%,
BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE INVESTMENT DIVISIONS. NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
42
<PAGE>
FINANCIAL STATEMENTS
[TO BE PROVIDED BY AMENDMENT]
43
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.
UNDERTAKINGS AND REPRESENTATIONS AS REQUIRED BY RULE 6E-3(T)
1. ICMG Registered Variable Life Separate Account One meets the definition of
"Separate Account" under Rule 6e-3(T).
2. The Registrant represents that:
(a) it relies on Rule 6e-3(T)(b)(13)(iii)(F) to offer the Policies;
(b) the level of mortality and expense risk charge is within the range
of industry practice for comparable flexible contracts.
(c) the Company has conducted a survey of similar policies and insurers
and determined that the charge is within the range of industry
practice;
(d) the Company undertakes to keep and make available to the Commission
upon request the documents we used to support the representation in
(b); and
(e) the Company further represents that the account will invest only in
management investment companies which have undertaken to have a
Board of Directors, a majority of whom are not interested persons of
the Company, formulate and approve a plan under Rule 12b-1 to
finance distribution expenses.
(f) The life insurer has concluded that there is a reasonable likelihood
that the distribution financing arrangement of the separate account
benefits the separate account and contractholders and will keep and
make available to the Commission on request a memorandum setting for
the basis for this representation.
UNDERTAKING ON INDEMNIFICATION
Article VIII of the Bylaws of ITT Hartford Life and Annuity Insurance Company, a
Wisconsin corporation, provides for indemnification of its officers, directors
and employees as follows:
SECTION 1. No person shall be liable to the Company for any loss or damage
suffered by it on account of any action taken or omitted to be taken by him as
director or officer of the Company, or of any other company, partnership, joint
venture, trust or other enterprise for which he serves as a director, officer or
employee at the request of the Company, in good faith, if such person (a)
exercised and used the same degree of care and skill as a prudent man would have
exercised or used under the circumstances in the conduct of his own affairs, or
(b) took or omitted to take such action in reliance upon advice of counsel for
the Company or upon statements made or information furnished by officers or
employees of the Company which he had reasonable grounds to believe to be true.
The foregoing shall not be exclusive of other rights and defenses to which he
may be entitled as a matter of law.
SECTION 2. The Company shall indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, (other than one by or in the right of the Company) by reason
of the fact that he is or was a director, officer or employee of the company ,
or is or was serving at the request of the Company as a director, officer or
employee of another company, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonable believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall no, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding had reasonable
cause to believe that his conduct was unlawful.
44
<PAGE>
SECTION 3. The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, by or in the right of the Company to procure a judgment in
its favor by reason of the fact that he is or was a director, officer or
employee of the Company, or is or was serving at the request of the Company as a
director, officer or employee of another company, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability and in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.
SECTION 4. Expenses, including attorneys' fees, incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Company in advance of the
final disposition of such action, suit or proceeding, upon receipt of any
undertaking by or on behalf of the director or employee to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company as authorized hereby.
SECTION 5. The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any statute, bylaw, agreement, vote of shareholders or of disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such a person.
Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the registrant, pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
45
<PAGE>
PART II
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
The prospectus consisting of ____ pages.
The undertaking to file reports.
The Rule 484 undertaking.
The signatures.
The following exhibits:
(I) The following exhibits included herewith correspond to those required
by paragraph A of the instructions for exhibits to Form N-8B-2.
A. (1) Resolution of Board of Directors of the Company authorizing the
Separate Account - Filed with this Registration Statement.
(2) Not applicable.
(3)(a) Principal Underwriting Agreement - Filed with this
Registration Statement.
(3)(b) Form of Selling Agreements - To be filed by amendment.
(3)(c) Not Applicable.
(4) Not Applicable.
(5) Form of Certificate for Group Flexible Premium Variable Life
Insurance Policy - Filed with this Registration Statement.
(6)(a) Charter of ITT Hartford Life and Annuity Insurance Company; and
(6)(b) Bylaws of ITT Hartford Life and Annuity Insurance Company -
Filed with this Registration Statement.
(7) Not Applicable.
(8) Not Applicable.
(9) Not Applicable.
II-1
<PAGE>
(10) Form of Enrollment Form for Certificate Issued Under Group
Flexible Premium Variable Life Insurance Policies - Filed with
this Registration Statement.
(11) Memorandum describing transfer and redemption procedures - Filed
with this Registration Statement.
(12) Power of Attorney - Filed with this Registration Statement.
(II) See Exhibit 1.A. (5) above.
(III) Opinion and consent of Peter J. Vogt, FSA, MAAA, Assistant Actuary -
Filed with this Registration Statement.
(IV) No financial statement will be omitted from the Prospectus pursuant
to Instruction 1(b) or (c) of Part I.
(V) Not Applicable.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be herewith affixed and attested, all in the city
of Simsbury, and the State of Connecticut on the 25 day of October, 1995.
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
SEPARATE ACCOUNT VL I
(Registrant)
By: /s/
________________________________________________
David T. Schrandt, Vice President and Controller
ITT HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
(Depositor)
By: /s/
________________________________________________
David T. Schrandt, Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons and in the capacities and
on the dates indicated.
Donald R. Frahm, Chairman and
Chief Executive Officer, Director *
Bruce D. Gardner, General Counsel
Corporate Secretary, Director *
Joseph H. Gareau, Executive Vice
President and Chief Investment
Officer, Director *
John P. Ginnetti, Senior Vice
President, Director *
Thomas M. Marra, Senior Vice *By: /s/
President, Director * ______________________
Leonard E. Odell, Jr., Senior Bruce D. Gardner
Vice President, Director * Attorney-In-Fact
Lowndes A. Smith, President,
Chief Operating Officer, Dated: 10/25/95
Director * ____________________
Raymond P. Welnicki, Senior Vice
President, Director *
Lizabeth H. Zlatkus, Vice President
Director *
(ICMG VUL)
II-3
<PAGE>
EXHIBIT I(A)(4)
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
CERTIFICATION
I, Lynda Godkin, Secretary of ITT Hartford Life and Annuity Insurance Company
("Company"), do hereby certify that the attached is a true and complete
copy of a resolution adopted by the Board of Directors of this Company on
October 9, 1995, and that said resolution is still in full force and effect
and has not been altered, amended or rescinded.
[SEAL]
/s/ Lynda Godkin
------------------------------
Secretary
Dated: October 17, 1995
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
CONSENT OF DIRECTORS
The undersigned, being all of the Directors of ITT Hartford Life and Annuity
Insurance Company, hereby consents to the following action, such action to
have the same force and effect as if taken at a meeting duly called and held
for such purpose.
ESTABLISHMENT OF SEPARATE ACCOUNT
RESOLVED, that the Company is hereby authorized to establish a new separate
account designated as ICMG Registered Variable Life Separate Account One (1),
herein referred to as the "Account".
RESOLVED, that the Officers of the Company are hereby authorized and directed
to take all actions necessary to:
1. Designate or redesignate the Account as such Officers deem appropriate;
2. Comply with applicable state and federal laws and regulations applicable
to the establishment and operation of the Accounts; including filing all
necessary registrations and application for exemptive relief under the
federal securities law;
3. Establish, from time to time, the terms and conditions pursuant to which
interests in the Account will be sold to contract owners;
4. Establish all procedures, standards and arrangements necessary or
appropriate for the operation of the Account.
/s/ Lowndes A. Smith /s/ Joseph H. Gareau
- ----------------------------------- -----------------------------------
Lowndes A. Smith Joseph H. Gareau
/s/ Thomas M. Marra /s/ Donald R. Frahm
- ----------------------------------- -----------------------------------
Thomas M. Marra Donald R. Frahm
/s/ Bruce D. Gardner /s/ Joseph Kanarek
- ----------------------------------- -----------------------------------
Bruce D. Gardner Joseph Kanarek
/s/ Lizabeth H. Zlatkus
----------------------------------
Lizabeth H. Zlatkus
Dated: October 9, 1995
---------------
<PAGE>
PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of the _____________, 1995, made by and between ITT
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("ILA" or the "Sponsor"), a
corporation organized and existing under the laws of the State of Wisconsin,
and HARTFORD EQUITY SALES COMPANY, INC. ("HESCO"), a corporation organized
and existing under the laws of the State of Connecticut,
WITNESSETH:
WHEREAS, the Board of Directors of ILA has made provision for the
establishment of a separate account within ILA in accordance with the laws
of the State of Wisconsin, which separate account was organized and is
established and registered as a unit trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of 1940,
as amended, and which is designated ICMG Registered Variable Life Separate
Account One of ITT Hartford Life and Annuity Insurance Company (referred to
as the "Unit Trust"); and
WHEREAS, HESCO offers to the public a certain Group Flexible Premium Variable
Life Insurance Policy (the "Policy") issued by ILA with respect to the Unit
Trust units of interest thereunder which are registered under the Securities
Act of 1933, as amended; and
WHEREAS, HESCO has previously agreed to act as distributor in connection with
offers and sales of the Policy under the terms and conditions set forth in
this Distribution Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, the
Sponsor and HESCO agree as follows:
I.
HESCO'S DUTIES
1. HESCO, as principal underwriter for the Policy, will use its best
efforts to effect offers and sales of the Policy through broker-dealers
that are members of the National Association of Securities Dealers, Inc.
and whose registered representatives are duly licensed as insurance agents
of ILA. HESCO is responsible for compliance with all applicable
requirements of the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the Investment Company Act of 1940,
as amended, and the rules and regulations relating to the sales and
distribution of the Policy, the need for which arises out of its duties as
principal underwriter of said Policy and relating to the creation of the
Unit Trust.
2. HESCO agrees that it will not use any prospectus, sales literature, or
any other printed matter or material or offer for sale or sell the Policy
if any of the foregoing in any way represent the duties, obligations, or
liabilities of ILA as being greater than, or different
<PAGE>
from, such duties, obligations and liabilities as are set forth in this
Agreement, as it may be amended from time to time.
3. HESCO agrees that it will utilize the then currently effective
prospectus relating to the Unit Trust's Policies in connection with its
selling efforts.
As to the other types of sales materials, HESCO agrees that it will use
only sales materials which conform to the requirements of federal and
state insurance laws and regulations and which have been filed, where
necessary, with the appropriate regulatory authorities.
4. HESCO agrees that it or its duly designed agent shall maintain records
of the name and address of, and the securities issued by the Unit Trust
and held by, every holder of any security issued pursuant to this
Agreement, as required by the Section 26(a)(4) of the Investment Company
Act of 1940, as amended.
5. HESCO's services pursuant to this Agreement shall not be deemed to be
exclusive, and it may render similar services and act as an underwriter,
distributor, or dealer for other investment companies in the offering of
their shares.
6. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties hereunder on the part
of HESCO, HESCO shall not be subject to liability under a Policy for any
act or omission in the course, or connected with, rendering services
hereunder.
II.
1. The Unit Trust reserves the right at any time to suspend or limit the
public offering of the Policies upon 30 days' written notice to HESCO,
except where the notice period may be shortened because of legal action
taken by any regulatory agency.
2. The Unit Trust agrees to advice HESCO immediately:
(a) Of any request by the Securities and Exchange Commission for
amendment of its Securities Act registration statement or for
additional information;
(b) Of the issuance by the Securities and Exchange Commission of any
stop order suspending the effectiveness of the Securities Act
registration statement relating to units of interest issued with
respect to the Unit Trust or of the initiation of any proceedings
for that purpose;
(c) Of the happening of any material event, if known, which makes
untrue any statement in said Securities Act registration statement
or which requires change therein in order to make any statement
therein not misleading.
2.
<PAGE>
ILA will furnish to HESCO such information with respect to the Unit
Trust and the Policies in such from and signed by such of its
officers and directors and HESCO may reasonable request and will
warrant that the statements therein contained when so signed will
be trust and correct. ILA will also furnish, from time to time,
such additional information regarding the Unit Trust's financial
condition as HESCO may reasonably request.
III.
COMPENSATION
For providing the principal underwriting functions on behalf of the Unit
Trust, HESCO shall be entitled to receive compensation as agreed upon from
time to time by ILA and HESCO.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
HESCO may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to ILA. However, such registration shall not become effective
until either the Unit Trust has been completely liquidated and the proceeds
of the liquidation distributed through ILA to the Policy Owners or a successor
Principal Underwriter has been designated and has accepted its duties.
V.
MISCELLANEOUS
1. This Agreement may not be assigned by any of the parties hereto without
the written consent of the other party.
2. All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage
prepaid, addressed as follows:
(a) If to ICMG - Group Annuity Operations, 100 Campus Drive, Suite 250,
Florham Park, NJ 07932.
(b) If to HESCO - Hartford Equity Sales Company, Inc., P.O. Box 2999,
Hartford Connecticut 06104.
or to such other address as HESCO or the Sponsor shall designate by
written notice to the other.
3. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall be deemed one
instrument, and an executed
3
<PAGE>
copy of this Agreement and all amendments hereto shall be kept on file
by the Sponsor and shall be open to inspection any time during the
business hours of the Sponsor.
4. This Agreement shall inure to the benefit of and be binding upon the
successor of the parties hereto.
5. This Agreement shall be construed and governed by and according to the
laws of the State of Connecticut.
6. This Agreement may be amended from time to time by the mutual agreement
and consent of the parties hereto.
7. (a) This Agreement shall become effective October 16, 1995 and shall
continue in effect for a period of two years from that date and,
unless sooner terminated in accordance with 7(b) below, shall
continue in effect from year to year thereafter provided that its
continuance is specifically approved at least annually by a
majority of the members of the Board of Directors of ILA.
(b) This Agreement (1) may be terminated at any time, without the
payment of any penalty, either by a vote of a majority of the
members of the Board of Directors of ILA on 60 days' prior written
notice to HESCO; (2) shall immediately terminate in the event of
its assignment and (3) may be terminated by HESCO on 60 days' prior
written notice to ILA, but such termination will not be effective
until ILA shall have policy with one or more persons to act as
principal underwriter of the Policies. HESCO hereby agrees that it
will continue to act as principal underwriter until its successor
or successors assume such undertaking.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
(Seal) ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
BY: _________________________
Thomas M. Marra
Senior Vice President
Attest: HARTFORD EQUITY SALES COMPANY, INC.
___________________ BY: ___________________________
Lynda Godkin George Jay
4
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(herein called We, Our and Us)
Milwaukee, WI
<TABLE>
<S> <C> <C>
Policyholder: [XYZ Corporation] Group Policy Number: [12345]
Issued in: [Wisconsin and governed by Effective Date: [May 1, 1993]
its laws] the date the Group Policy takes
effect which is also its date of
Policy Anniversary: [May 1, 1993 and each May 1 issue
after that]
</TABLE>
ITT Hartford Life and Annuity Insurance Company, in consideration of this
Group Policy and the payment of premiums, agrees, subject to the terms and
conditions of this Policy, to insure [eligible employees of XYZ Corporation]
under this Policy.
All death proceeds due under this Policy will be paid according to the
beneficiary designation and the provisions of this Policy. Payment of such
proceeds by ITT Hartford Life and Annuity Insurance Company will completely
discharge Our liability with respect to the amounts so paid.
10 DAY RIGHT TO EXAMINE CERTIFICATE
An Owner may return his or her Certificate to Us within 10 days after it is
received. We will refund an amount equal to the Cash Value of the Certificate
on the date the returned Certificate is received by Us or Our agent plus any
charges deducted. The Certificate will then be void from the beginning as
though it had never been issued.
All provisions set forth on the following pages are a part of this Policy.
Signed for ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY.
Secretary President
[signature] [signature]
ALL BENEFITS AND VALUES PROVIDED BY THE GROUP POLICY WHEN BASED ON THE
INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNTS MAY INCREASE OR DECREASE
DAILY. THESE AMOUNTS ARE VARIABLE AND NOT GUARANTEED AS TO DOLLAR AMOUNT.
GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Variable life insurance payable upon death of an Insured before the Maturity
Date. Initial Face Amount is shown in Specifications. Premiums payable during
lifetime of an Insured for the period shown in the Specifications.
Unscheduled premium payments are permitted. Non-participating. Experience
Credits. Investment results reflected in benefits.
ITT Hartford Life and Annuity Insurance Company
Suite 2100, 111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
[LOGO]
GVL95(P)
<PAGE>
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
- ------------------------------------------------------------------------------
The contents of this Policy appear in the following order:
SPECIFICATIONS
DEFINITIONS SECTION I
ELIGIBILITY, EFFECTIVE DATE AND TERMINATION SECTION II
LIFE INSURANCE BENEFITS SECTION III
CONTINUATION OF INSURANCE SECTION IV
NONFORFEITURE BENEFITS SECTION V
PAYMENT OPTIONS SECTION VI
LOANS SECTION VII
PREMIUM PAYMENTS SECTION VIII
ALLOCATIONS SECTION IX
CASH VALUE OF BENEFITS SECTION X
GENERAL PROVISIONS SECTION XI
ENDORSEMENTS, IF ANY FOLLOW
SECTION XI
GVL95(P) 2
<PAGE>
- ------------------------------------------------------------------------------
SPECIFICATIONS
- ------------------------------------------------------------------------------
ELIGIBILITY AND FACE AMOUNT INFORMATION
Eligible Classes [of Employees]: [All Full Time Employees]
Waiting Period: [90 Days]
Face Amounts: [$50,000 or more; employee to choose] [100% - 400% of Earnings]
Minimum Face Amount: [$50,000]
Minimum Increase in Face Amount: [$5,000]
Minimum Decrease in Face Amount: [$25,000]
[Guaranteed Issue Limit $25,000]
[Simplified Issue Limit $50,000]
[AUTOMATIC INCREASES IN FACE AMOUNT
On the first day of each calendar year, the Face Amount of employee insurance
may be automatically increased if:
1. The Insured is an employee and has received an increase in
earnings or a change in employee eligible class which, applying
the formula for determining the Face Amount of insurance
described in the Specifications shows that the increase in
earnings or change in employee eligible class results in an
increase in the Face Amount of insurance; and
2. The Insured is actively at work on the first day of the calendar
year the increase would become effective. If the Insured is not
actively at work on that date, the increase will become effective
on the first processing date following the Insured's return to
active work.
The Owner may refuse an automatic increase by notice to Us given within 31
days of the first day of the calendar year on which the increase would
otherwise be effective. If the Owner refuses an automatic increase, no future
automatic increases will be available to the Insured until the Company is
furnished with satisfactory evidence of insurability.]
GVL95(P) 3
<PAGE>
- ------------------------------------------------------------------------------
SPECIFICATIONS
- ------------------------------------------------------------------------------
PREMIUM PAYMENT AND INVESTMENT INFORMATION
[Minimum initial premium due on the Coverage Date]
[Subsequent premiums are flexible as indicated in the PREMIUM PAYMENT Section.]
Allocations
Maximum Divisions at any one time [5]
Reallocations
Maximum Number per Year [6]
[In those states that require the premium to be returned during the 10 Day
Right to Examine Certificate provision on the first page of the Certificate,
all monies will be allocated to the Short Term Investment Division during
such Right to Examine Certificate period. After such period, the monies
received will be allocated as instructed by the Owner.]
[MANAGED SEPARATE ACCOUNT DIVISIONS]
[Each Division invests directly in portfolios of securities designed to meet
the objectives of the Divisions. Some of the Divisions designated may be
managed by investment advisors other than Us.]
[None Available]
[UNIT SEPARATE ACCOUNT DIVISIONS]
[Each Division invests in an underlying open ended management investment
company registered under the 1940 Investment Company Act.]
[None Available]
[DIVISIONS]
The ICMG Registered Variable Life Separate Account One is a unit investment
trust separate account organized in the State of Wisconsin. It is governed by
the laws of the State of Wisconsin and registered with the Securities and
Exchange Commission under the Investment Company Act of 1940.
[Each Division invests in an underlying open ended management investment
company registered under the Investment Company Act of 1940.
[List Available Funds]
GVL95(P) 3A
<PAGE>
- ------------------------------------------------------------------------------
SPECIFICATIONS
- ------------------------------------------------------------------------------
SEPARATE ACCOUNT CHARGES
We charge a maximum [.65%] of the assets in each Division on an annual basis
equal to a daily charge of [.001781%] for mortality and expense risks. We
reserve the right to increase the charge, but in no event above [.65%] on an
annual basis.
[For the divisions of the Unit Separate Account, We charge an advisory fee as
shown for each Division in the Unit Separate Account Divisions section of the
Specifications.]
[For the divisions of the Managed Separate Account, We charge an advisory fee
as shown for each Division in the Managed Separate Account Divisions section of
the Specifications.]
POLICY FACTS
CHARGE DEDUCTION DIVISION - [Short Term Investment Division].
MORTALITY TABLE AND INTEREST RATE - [1980 CSO Mortality Table Age [Near/
Last] Birthday (Male and Female)
[Smoker and Nonsmoker] (or appropriate
increases in such tables for non-
standard risks). Interest at 4.00% per
year.]
MATURITY DATE - Coverage Year anniversary [following/
nearest] Insured's [100th] birthday
LOANS
Maximum Loan Value Percentage [90%]
Loan Interest Due Dates [Each Processing Date]
PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE
Maximum Withdrawal Percentage [90%]
Minimum Withdrawal [$500]
Number Per Coverage Year [1]
RIDERS
[None]
GVL95(P) 3B
<PAGE>
- ------------------------------------------------------------------------------
SPECIFICATIONS
- ------------------------------------------------------------------------------
CHARGES
EXPENSE CHARGES
<TABLE>
<S> <C>
Premium Loading Maximum [9.0%] of premiums collected,
plus [1.75%] of premiums to cover state
and local taxes, plus [1.25%] of premiums
to cover the cost of federal income taxes
imposed under Section 848 of the Internal
Revenue Code. We will adjust the charges to
cover taxes based on changes in applicable law.
Administrative charges for each
Processing Period deducted on each
Processing Date from Investment Value [$5.00] We reserve the right to increase
this charge, but it will not exceed [$10]
per Processing Date.
Excess Allocation Charge - [None]
Face Amount Increase Charge - [None]
</TABLE>
INSURANCE CHARGES
Cost of Insurance charges for each Processing Period, deducted on
each Processing Date from the Investment Value, will be calculated as
shown in the CASH VALUE OF BENEFITS Section. In no event will the
cost of insurance rate exceed rates identified in the Guaranteed
Maximum Cost of Insurance Rate section for the [sex,] attained age and
underwriting class of the Insured.
Charges for Riders - [None]
SURRENDER CHARGES
<TABLE>
<S> <C>
[Partial Withdrawal Processing Fee $25 or 2% of the amount withdrawn, whichever
is less.]
</TABLE>
GUARANTEED MAXIMUM COST OF INSURANCE RATES
See attached Tables
VARIABLE INSURANCE FACTORS
See attached Tables
PAYMENT OPTIONS
Minimum Interest Rate: [3%]
Mortality Table for Payment Options
with Life Contingencies: [1983 Table "a"]
GVL95(P) 3C
<PAGE>
- --------------------------------------------------------------------------------
SPECIFICATIONS
- --------------------------------------------------------------------------------
GUARANTEED MAXIMUM COST OF INSURANCE RATES PER $1,000 OF COVERAGE
FOR THE ATTAINED AGE AT THE BEGINNING OF EACH COVERAGE YEAR
BASED ON THE 1980 CSO MORTALITY TABLE
STANDARD RATING CLASS
<TABLE>
<CAPTION>
ATTAINED ATTAINED ATTAINED
AGE MALE FEMALE AGE MALE FEMALE AGE MALE FEMALE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[20 .158471 .087542 45 .379960 .297152 70 3.353673 1.861440
21 .159306 .089210 46 .410927 .317220 71 3.681989 2.041944
22 .157637 .090879 47 .444418 .338128 72 4.060290 2.267226
23 .155132 .092547 48 .479596 .361551 73 4.496204 2.544475
24 .151793 .095050 49 .518979 .386655 74 4.983518 2.872449
25 .147620 .096718 50 .560894 .414276 75 5.513313 3.243922
26 .144281 .099221 51 .610378 .443581 76 6.076525 3.653355
27 .142612 .101724 52 .665766 .476245 77 6.665690 4.094284
28 .141777 .105061 53 .728747 .513950 78 7.275881 4.567162
29 .142612 .108398 54 .800179 .552509 79 7.923872 5.085703
30 .144281 .112570 55 .876715 .592762 80 8.635205 5.672859
31 .148454 .116742 56 .960053 .633033 81 9.430778 6.350514
32 .152628 .120914 57 1.046840 .671642 82 10.338952 7.140527
33 .159306 .125086 58 1.139616 .708588 83 11.373499 8.058585
34 .166820 .131762 59 1.239245 .748070 84 12.513845 9.091985
35 .176004 .137604 60 1.349978 .792613 85 13.737727 10.231576
36 .186859 .146785 61 1.473551 .848112 86 15.021846 11.470894
37 .200220 .157637 62 1.613407 .917954 87 16.356613 12.808170
38 .215255 .170159 63 1.772172 1.007228 88 17.737983 14.246631
39 .232798 .185189 64 1.949092 1.110929 89 19.171986 15.797873
40 .252016 .201891 65 2.143422 1.224040 90 20.677655 17.482656
41 .274581 .220267 66 2.350996 1.343212 91 22.287142 19.335048
42 .297152 .239482 67 2.572761 1.464235 92 24.063468 21.418993
43 .323073 .257865 68 2.808822 1.583722 93 26.119927 23.852379
44 .349839 .277089 69 3.065321 1.712708 94 28.812996 26.926360
95 32.817580 31.310115
96 39.642945 38.504789
97 53.066045 52.275714
98 85.526850 85.053610]
</TABLE>
GVL95(P) 3D
<PAGE>
- --------------------------------------------------------------------------------
SPECIFICATIONS
- --------------------------------------------------------------------------------
GUARANTEED VARIABLE INSURANCE FACTORS
BASED ON THE 1980 CSO MORTALITY TABLE AND A 4% EFFECTIVE ANNUAL INTEREST RATE
STANDARD RATING CLASS
<TABLE>
<CAPTION>
ATTAINED ATTAINED ATTAINED
AGE MALE FEMALE AGE MALE FEMALE AGE MALE FEMALE
<C> <C> <C> <C> <C> <C> <C> <C> <C>
[20 6.403123 7.640955 45 2.881946 3.369530 70 1.489856 1.649461
21 6.219229 7.397464 46 2.794368 3.266764 71 1.460111 1.608385
22 6.038836 7.160827 47 2.710152 3.167682 72 1.431800 1.568918
23 5.861092 6.930870 48 2.629166 3.072100 73 1.404991 1.531244
24 5.685870 6.707421 49 2.551228 2.979961 74 1.379763 1.495532
25 5.513088 6.490682 50 2.476281 2.891135 75 1.356114 1.461853
26 5.342706 6.280094 51 2.404174 2.805538 76 1.333966 1.430158
27 5.175161 6.075821 52 2.334952 2.723025 77 1.313184 1.400326
28 5.011023 5.877664 53 2.268556 2.643540 78 1.293592 1.372171
29 4.850555 5.685704 54 2.204960 2.567095 79 1.274998 1.345505
30 4.694139 5.499715 55 2.144137 2.493469 80 1.257276 1.320208
31 4.541898 5.319718 56 2.085932 2.422497 81 1.240393 1.296248
32 4.394217 5.145470 57 2.030235 2.353955 82 1.224363 1.273652
33 4.250944 4.976747 58 1.976847 2.287579 83 1.209265 1.252481
34 4.112329 4.813335 59 1.925633 2.223138 84 1.195190 1.232795
35 3.978289 4.655558 60 1.876476 2.160564 85 1.182142 1.214556
36 3.848837 4.502977 61 1.829335 2.099857 86 1.170054 1.197666
37 3.723948 4.355964 62 1.784175 2.041150 87 1.158796 1.181981
38 3.603658 4.214481 63 1.740994 1.984602 88 1.148210 1.167335
39 3.487865 4.078449 64 1.699799 1.930420 89 1.138111 1.153543
40 3.376529 3.947875 65 1.660553 1.878626 90 1.128296 1.140410
41 3.269499 3.822603 66 1.623184 1.829102 91 1.118543 1.127721
42 3.166756 3.702457 67 1.587556 1.781663 92 1.108597 1.115242
43 3.067980 3.587157 68 1.553539 1.736063 93 1.098167 1.102705
44 2.973125 3.476256 69 1.520999 1.692027 94 1.086915 1.089813
95 1.074621 1.076306
96 1.061229 1.062086
97 1.046984 1.047342
98 1.032668 1.032774
99 1.021407 1.021407]
</TABLE>
Variable Insurance Factors between anniversaries of the Coverage Date will be
furnished on request.
GVL95(P) 3E
<PAGE>
- --------------------------------------------------------------------------------
SECTION I - DEFINITIONS
- --------------------------------------------------------------------------------
DEFINITIONS [ACTIVELY AT WORK means the employee is performing all of the
regular duties of the employee's occupation at the employee's
usual place of employment on Full Time work schedule which is in
no way curtailed or altered because of the employee's health.]
ADJUSTABLE LOAN INTEREST RATE means a Loan interest rate that
is adjusted from time to time by Us. The calculation of the
Adjustable Loan Interest Rate is described in the Loans
provision of this Policy.
AGE
* Attained Age means the Issue Age plus the period since the
Coverage Date.
* Issue Age means an Insured's age on the birthday
[following/nearest] to the Coverage Date.
ALLOCATION DATE(S) means the date premiums are applied to the
separate account Divisions. It is the later of the Coverage Date
and the date We receive and accept the premium.
CASH VALUE means the Investment Value plus the Loan Account
Value.
CHARGE DEDUCTION DIVISION means a division from which all
charges are deducted if so designated in the enrollment form or
later elected.
CHARGES
* Expense Charges mean premium loading, administrative charges,
Face Amount increase charge, and excess allocation charges, as
shown in the Specifications.
* Insurance Charges mean cost of insurance charges and charges
for benefit riders.
* Separate Account Charges mean deductions from separate
account Divisions and other Division Charges as shown in the
Specifications.
* Surrender Charge means the charge for the full surrender of a
Certificate or partial withdrawal of the Cash Surrender Value
under a Certificate. The amount charged is shown in the
Specifications.
COMPANY means ITT Hartford Life and Annuity Insurance Company.
COVERAGE DATE means the date insurance under this Policy is
effective as to an Insured shown in the Certificate
Specifications.
COVERAGE YEAR(S) means the 12 month period following the
Coverage Date and each anniversary thereof.
CUSTOMER SERVICE CENTER means the service area of ITT Hartford
Life and Annuity Insurance Company, P.O. Box 2999, Hartford, CT
06104-2999.
DEBT means any Loan plus accrued interest.
DIVISION(S) means Divisions of the separate accounts.
[EARNINGS means basic wages, and does not include overtime,
bonuses, commissions and any other extra compensation.]
EFFECTIVE DATE means the date the Group Policy takes effect
which is also its date of issue.
FACE AMOUNT means the minimum death benefit as long as the
Certificate remains in force. It is specified at issue and may
be changed after issue on request or due to a change in the
death benefit option or a partial withdrawal.
[FULL TIME means a normal week of at least [32] hours. If an
employee is on approved leave (and not because of the employee's
health) or on vacation, the employee is considered to be
Actively at Work.]
GVL95(P) 4
<PAGE>
- --------------------------------------------------------------------------------
SECTION I - DEFINITIONS
- --------------------------------------------------------------------------------
DEFINITIONS GENERAL ACCOUNT means the assets of ITT Hartford Life and
(CONTINUED) Annuity Insurance Company other than the assets of Our separate
accounts.
[GUARANTEED ISSUE LIMIT means the maximum amount of life
insurance that may be issued if the proposed Insured is
Actively at Work without any other evidence of insurability.]
INSURED means the person identified as such in the Certificate
Specifications.
INVESTMENT VALUE means the sum of the values of assets in the
Divisions under a Certificate.
LOAN means any Investment Value amount borrowed.
LOAN ACCOUNT means that portion of Our General Account to which
amounts are transferred as a result of a Loan. The Loan Account
is credited with interest and is not based on the investment
experience of the separate account.
LOAN ACCOUNT VALUE means the amounts of the Investment Value
transferred to (or from) the Loan Account to secure Loans plus
interest accrued at the daily equivalent of an annual rate equal
to the Adjustable Loan Interest Rate actually charged reduced by
not more than 1%.
MATURITY DATE means the date an Insured's coverage matures as
shown in the Specifications. We will pay the Cash Surrender
Value, if any, if the insured is living on the Maturity Date.
MORTALITY AND EXPENSE RISK CHARGE is to cover expense and
mortality risks that We are assuming.
NET AMOUNT AT RISK means the difference between the amount
payable on death and the Cash Value.
NYSE means the New York Stock Exchange.
OWNER means the person, firm, association or corporation named
as such in the Certificate Specifications.
[PARTICIPATING EMPLOYER means an employer or other entity who is
approved for insurance coverage for its employees or members
under this Policy.]
POLICYHOLDER means the entity to whom this Policy is issued.
PROCESSING DATE(S) means the days on which We deduct charges
from the Investment Value. The first Processing Date is the
Coverage Date. There is a Processing Date each month. Later
Processing Dates are on the same calendar day as the Coverage
Date, or on the last day of any month which has no such calendar
day.
PROCESSING PERIOD means the period from the Coverage Date to the
next Processing Date and thereafter the period from one
Processing Date to the next.
SEC means the Securities and Exchange Commission.
[SIMPLIFIED ISSUE LIMIT means the maximum amount of life
insurance that may be issued without full underwriting.]
VALUATION DAY means each business day, unless the Specifications
indicate otherwise. A business day is any day the NYSE is open
for trading or any day the SEC requires mutual funds, unit
investment trusts or other investment portfolios to be valued.
VALUATION PERIOD means each Valuation Day together with the days
immediately before it that are not Valuation Days.
VARIABLE INSURANCE AMOUNT means the Cash Value multiplied by the
applicable Variable Insurance Factor.
GVL95(P) 5
<PAGE>
- --------------------------------------------------------------------------------
SECTION II - ELIGIBILITY, EFFECTIVE DATE AND TERMINATION
- --------------------------------------------------------------------------------
ELIGIBILITY, [PARTICIPATION: Each participant in the Policyholder (trust) is
EFFECTIVE eligible to become an employer under this policy, subject to Our
DATE AND approval of the participant's application to participate under
TERMINATION this Policy. If the application is approved, the employer's
participation under this Policy will begin on the effective date
of the Policy or the date the application is approved, whichever
is later.]
ELIGIBILITY: An [employee] is eligible if the [employee is
employed by the employer], is in an eligible class [of employees]
as shown in the Specifications, [is Actively at Work] and has
completed the waiting period.
WAITING PERIOD: The waiting period is the period of continuous
[employment by the employer on a Full Time basis] before the
[employee's] insurance can become effective. The waiting period
under this policy is shown in the Specifications.
ELECTION OF INSURANCE: To elect insurance, [an eligible employee]
must complete the necessary enrollment form furnished by Us [and,
when the Face Amount exceeds the simplified underwriting limit,
provide Us with evidence of insurability, which shows that the
employee is an acceptable risk.]
EFFECTIVE DATE OF INSURANCE: Each [eligible employee] will
become covered under this Policy on the Coverage Date shown in
the Certificate Specifications, subject to the following
requirements:
1. an initial premium has been received by Us; and
2. Our underwriting requirements have been met and issuance of
the Certificate has been approved by Us.
TERMINATION OF INSURANCE: Insurance will terminate as to the
insured on the earliest of the following dates:
1. The date this Policy [or the Participating Employer's
participation agreement] is discontinued. See the
CONTINUATION OF INSURANCE Section.
2. The date the Owner requests termination by written notice.
3. The Maturity Date.
4. Thirty-one days after We mail to the Owner notice that the
Cash Surrender Value is zero and there is Debt and no
payment has been received before the end of the thirty-one
day period.
5. Sixty-one days after We mail to the Owner notice that the
Cash Surrender Value is insufficient to pay the Expense
Charges and Insurance Charges due and no payment has been
received before the end of the sixty-one day period.
6. The date of death of the Insured.
7. The date this Policy [or the Participant's participation
agreement] is amended to terminate the insurance for the
class of persons to which the insured belongs. See the
CONTINUATION OF INSURANCE Section.
8. The date the Insured is no longer in an eligible class of
persons. See the CONTINUATION OF INSURANCE Section.
DISCONTINUANCE OF POLICY: This policy may be discontinued by Us
or the Policyholder. The party who initiates the discontinuance
will send a notice of discontinuance to each Owner of record, at
his or her last known address, at least 15 days prior to the
date of discontinuance.
No new enrollment forms for new Insured's will be accepted on or
after the date notice of discontinuance is received or sent by
Us, whichever is applicable.
TERMINATION OF POLICY: This Group Policy will terminate when all
coverage on all Insureds has terminated.
GVL95(P) 6
<PAGE>
- --------------------------------------------------------------------------------
SECTION III - LIFE INSURANCE BENEFITS
- --------------------------------------------------------------------------------
LIFE FACE AMOUNT: The Face Amount for each Insured is shown in the
INSURANCE Specifications of each Certificate. The Face Amount of a
BENEFITS Certificate may be increased or decreased by a written request
made by the Owner during the lifetime of the Insured and while
the Certificate is in force.
INCREASE IN FACE AMOUNT: An increase in Face Amount will be
effective if:
1. Satisfactory evidence of insurability of the Insured is
provided to us;
2. The Insured is insurable according to Our underwriting rules;
and
3. An amount equal to two times the cash value deductions
(described in the CASH VALUE OF BENEFITS Section) due on the
next two Processing Dates is paid, if the Cash Surrender
Value of the Certificate is less than this sum.
The effective date of the increased Face Amount will be the
first Processing Date after all the conditions mentioned above
have been met. We will notify the Owner that the change has been
made.
The minimum amount of an increase in Face Amount is shown in the
Specifications.
DECREASE IN FACE AMOUNT: The Face Amount will be decreased or
eliminated in the following order;
1. First, the most recent increase.
2. Second, the next most recent increases successively.
3. Last, the initial Face Amount.
[A surrender charge, if applicable will be deducted from the
Cash Value of the Certificate on the date of the decrease. Such
charge will be:
1. The surrender charge for any increased amount which is
eliminated in the order set forth above; plus
2. A pro-rata share of the surrender charge for a partial
reduction in an increase or in the initial Face Amount.]
The effective date of the decreased Face Amount will be the
first Processing Date on or following the date of Our receipt of
the request for a decrease. We will notify the Owner that the
change has been made.
The minimum decrease amount is shown in the Specifications. The
decrease will not be approved if it results in a Certificate
Face Amount less than the Minimum Face Amount shown in the
Specifications.
VARIABLE INSURANCE AMOUNT: The Variable Insurance Amounts will
vary daily based on investment results and any premiums paid.
The Variable Insurance Amount on any date will be determined
as follows:
1. The Cash Value as of such date; MULTIPLIED BY
2. The Variable Insurance Factor as of such date.
The Table of Variable Insurance Factors is in the Specifications.
GVL95(P) 7
<PAGE>
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SECTION III - LIFE INSURANCE BENEFITS
- -------------------------------------------------------------------------------
LIFE DEATH PROCEEDS: We will pay the death proceeds to the
INSURANCE beneficiary upon due proof of the death of an Insured before the
BENEFITS Maturity Date. The proceeds may be paid in cash or be allocated
(CONTINUED) to any other payment option selected by the beneficiary and
agreed upon by Us.
Death Proceeds depend upon the Death Benefit Option in effect
and are determined at the date of death of an Insured as follows:
DEATH BENEFIT OPTION A
1. The death benefit, which is the larger of the Face Amount
and the Variable Insurance Amount; LESS
2. Any Debt; PLUS
3. Any amounts due from riders.
DEATH BENEFIT OPTION B
1. The death benefit, which is the larger of (a) the Face
Amount plus the Cash Value and (b) the Variable Insurance
Amount; LESS
2. Any Debt; PLUS
3. Any amounts due from riders.
The Death Benefit Option in effect is shown in the Certificate
Specifications.
CHANGES IN DEATH BENEFIT OPTION: The Death Benefit Option of a
Certificate may be changed by a written request made by the
Owner during the lifetime of the Insured and while the
Certificate is in force. If the change is from Option A to
Option B, satisfactory evidence of insurability must be provided
to Us. If the change is to Option B, the Face Amount after the
change will be equal to the Face Amount before the change less
the Cash Value on the effective date of change. If the change is
to Option A, the Face Amount after the change will be equal to
the Face Amount before the change plus the Cash Value on the
effective date of change. The change will become effective at
the beginning of the Coverage month following Our approval. We
will notify the Owner that the change has been made.
If the Insured dies during any grace period We will pay the
beneficiary the Death Proceeds in effect immediately prior to
such grace period reduced by the sum of any overdue charges and
any charges incurred to the date of death.
INTEREST ON DEATH PROCEEDS: Interest will be paid on death
proceeds from date of death to date of payment. Interest will
never be less than required by applicable law.
BENEFICIARY: We will pay the death proceeds to the designated
beneficiary. Unless the designation of the beneficiary is
irrevocable, there is a right to change beneficiaries.
Written notice of change must be given to Us in a form
satisfactory to Us, and the change is subject to Our approval.
If approved, the change will take effect the date the notice is
signed. However, the change will not affect any payment made or
action taken by Us before We received the notice of change at
Our Customer Service Center.
GVL95(P)
8
<PAGE>
- -------------------------------------------------------------------------------
SECTION IV - CONTINUATION OF INSURANCE
- -------------------------------------------------------------------------------
CONTINUATION If premium payments are discontinued, We will continue insurance
OF INSURANCE Coverage under the Certificate as long as the Cash Surrender
Value is sufficient to cover the charges due. This Continuation of
Insurance provision will not continue the Coverage under the
Certificate beyond age 100, nor will it continue any optional
benefit rider beyond its date of termination.
If this Policy is discontinued or if this Policy is amended
to discontinue the eligible class to which an Insured belongs or
if the Insured ceases to be a member of an eligible class [and
if the Coverage on the Insured is not transferred to another
insurance carrier,] any insurance then in effect under a
Certificate will remain in force under the Certificate,
provided it is not cancelled or surrendered by the Owner,
subject to the qualifications stated above. [All Certificate
premiums will be changed from a list bill status to a direct
billing status.] Certificate premiums will then be payable by
the Owner directly to Us.
[Certificates on a direct billing basis are in a separate and
distinct class from Certificates who are on a list bill basis.]
GVL95(P)
9
<PAGE>
- -------------------------------------------------------------------------------
SECTION V - NONFORFEITURE BENEFITS
- -------------------------------------------------------------------------------
NONFORFEITURE There are rights and benefits available to the Owner during the
BENEFITS Insured's lifetime.
CASH VALUE BENEFITS: If the Cash Surrender Value is positive,
the Owner may surrender the Certificate to receive the full
Cash Surrender Value.
CASH SURRENDER VALUE: The Cash Surrender Value is determined as
follows:
1. Determine the Cash Value:
2. Deduct any Expense Charges, Insurance Charges, [and
Surrender Charges] shown in the Specifications incurred but
not yet deducted; and
3. Deduct any Debt.
The Cash Surrender Value may be paid in cash or allocated to
any other payment option agreed upon by Us. To surrender a
Certificate a written request for surrender in a form
satisfactory to Us must be submitted to Our Customer Service
Center. The surrender will take effect on the Valuation Day the
request is received by Us. We will determine the Cash Surrender
Value as of the Valuation Day We receive the written request at
Our Customer Service Center. We will usually pay the Cash
Surrender Value within seven days, but We may delay payment as
described under the PAYMENTS WE MAY DEFER provision.
PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE: Partial withdrawal
of the Cash Surrender Value can be made before the Maturity Date
subject to any limitations described below and contained in the
Specifications. Each partial withdrawal is subject to a Surrender
Charge called a Partial Withdrawal Administrative Fee, which is
shown in the Specifications. Unless the Owner specifies
otherwise, partial withdrawals and any applicable Surrender
Charges will be allocated in proportion to the Investment Value
in each Division as of the date of the partial withdrawal. Any
partial withdrawal will have permanent effect on the Cash
Surrender Values and may have a permanent effect on the death
benefits. Partial withdrawal will reduce the Cash Surrender
Value, Cash Value, and Investment Value. If Death Benefit
Option A is in effect, a partial withdrawal and any applicable
Surrender Charges will be deducted from the Face Amount.
A request for a partial withdrawal must be made in written form
satisfactory to Us. The effective date of a partial withdrawal
will be the Valuation Day We receive a written request at Our
Customer Service Center. The amount requested must be at least
equal to the minimum partial withdrawal amount shown in the
Specifications.
The Maximum Withdrawal Percentage is shown in the
Specifications. The amount of a partial withdrawal may not
exceed the sum of the Cash Surrender Value plus any existing
Debt multiplied by the Maximum Withdrawal Percentage, less
existing Debt.
GVL95(P)
10
<PAGE>
- -------------------------------------------------------------------------------
SECTION VI - PAYMENT OPTIONS
- -------------------------------------------------------------------------------
PAYMENT In lieu of a cash payment in one sum, the Owner may elect
OPTIONS to have the whole or any part of the proceeds due at the
surrender of a Certificate held by Us paid under any payment
option selected by the Owner and agreed upon by Us. At the death
of an Insured, in lieu of a cash payment in one sum, the
beneficiary may elect to have the whole or any part of the death
proceeds held by Us and paid under any payment option selected
by the beneficiary and agreed upon by Us. For each payment
option selected We will issue a written agreement putting the
selection into effect.
GVL95(P)
11
<PAGE>
- -------------------------------------------------------------------------------
SECTION VII - LOANS
- -------------------------------------------------------------------------------
LOANS GENERAL: The Owner may borrow against the Cash Surrender Value.
The Certificate will be the only security We require for the
Loan. A Loan may be taken any time if insurance is in effect.
The Loan may be repaid at any time while the Insured is living.
WHEN WE WILL MAKE A LOAN: We will usually loan the money within
7 business days after We receive a request satisfactory to Us.
We may delay making the Loan as described in the PAYMENTS WE MAY
DEFER provision.
LOAN VALUE: The maximum Loan value percentage is shown in the
Specifications. The amount of the Loan may not exceed the sum of
the Cash Surrender Value plus any existing Debt multiplied by
the maximum Loan value percentage, less existing Debt. [Since a
Loan amount is removed from the Divisions of the separate
account, the amount available for a Loan may be limited by the
liquidity of the investment portfolio of the affected
Division(s).]
INTEREST: Interest accrues daily at the Adjustable Loan Interest
Rate. The interest rate will be effective at the beginning of
each Coverage Year and it applies to new and outstanding Loans.
Interest payments are due as shown in the Specifications. If
interest is not paid within 5 days of its due date it will be
added to the amount of the Loan as of its due date. The sum of
all outstanding Loans plus accrued interest is the Debt.
There is a maximum interest rate that We can charge for
Certificate loans. The rate charged will be determined two
months before the start of each Coverage Year. The maximum rate
will be the greater of 5% and the Published Monthly Average for
the calendar month two months before the date on which the
rate is determined. The Published Monthly Average means the
"Moody's Corporate Bond Yield Average -- Monthly Average
Corporates" as published by Moody's Investors Service, Inc., or
any successor to that service. If that Monthly Average is no
longer published, a substitute average will be used. The
substitute average must be acceptable to the Insurance
Commissioner of the state in which this Policy is issued.
If the maximum loan interest rate for a Coverage Year is at
least 1/2% higher than the rate in effect for the prior
Coverage Year, We may increase the rate to not more than the
new maximum. If the maximum loan interest rate for a Coverage
Year is at least 1/2% lower than the rate in effect for the
prior Coverage Year, We will decrease the rate to not more
than that new maximum.
Interest will accrue daily from the date of the loan, and is
due on each anniversary of the Coverage Date. Unpaid interest
will be added to existing debt, and will bear interest at the
same rate.
The initial Adjustable Loan Interest Rate is shown in the
Certificate Specifications. We will give 30 days advance
written notice before the start of each Coverage Year of the
interest rate for the new Coverage Year. If there is an
existing Loan on the Certificate, We will give the Owner at
least 15 days advance notice of any increase or decrease in the
Adjustable Loan Interest Rate.
EFFECTS OF A LOAN: A Loan will be taken out of the Divisions
and a repayment or Loan interest payment will go into the
Divisions. A Loan reduces the Investment Value while repayment
or Loan interest payment increases it. Unless the Owner
specifies otherwise. Loans, repayments, and Loan interest
payments will be allocated in proportion to the Investment
Value in each Division as of the date of the Loan, repayment,
or Loan interest payment. A Loan, whether or not repaid, will
have a permanent effect on the Cash Surrender Value and may
have a permanent effect on the death benefit. If not repaid,
the Loan will reduce the amount of death proceeds. If on any
business day there is a Loan outstanding and the Cash
Surrender Value is negative, We will send an overloan notice
to the Owner. We will terminate the Certificate 31 days after
We send the overloan notice. We will notify anyone who holds
the Certificate as collateral at their last known address.
GVL95(P)
12
<PAGE>
- -------------------------------------------------------------------------------
SECTION VIII - PREMIUM PAYMENTS
- -------------------------------------------------------------------------------
PREMIUM Additional premiums may be paid at any time while coverage is in
PAYMENTS force. We reserve the right to request evidence of insurability
satisfactory to Us before We accept any premium payment which
would increase the Net Amount at Risk. Unless specified
otherwise, if there is any Debt, any additional premium payment
will be used as a Loan repayment with any excess applied as an
additional premium payment.
We also reserve the right to return any premium that would
cause the Certificate to be disqualified as life insurance
under Section 7702 of the Internal Revenue Code, as amended.
The initial premium payment is required to put the Certificate
in effect. The amount and allocation of the initial premium
payment is shown in the Certificate Specifications.
On the date We receive and accept a premium payment the
Variable Insurance Amount will reflect such payment.
GRACE PERIOD: a grace period of 61 days will be allowed
following the date We mail to the Owner notice that the Cash
Surrender Value is insufficient to pay the Expense Charges and
Insurance Charges due. Unless the Owner has given Us written
notice of termination in advance of the date of termination of
any Certificate, insurance will continue in force during the
grace period. The Owner will be liable to Us for all Expense
Charges and Insurance Charges then unpaid for the period the
Certificate remains in force.
REINSTATE CERTIFICATE: Reinstatement of a Certificate may be
requested within three (3) years of the date of lapse.
Reinstatement will not be allowed after the death of the
Insured, if the Certificate was surrendered for its Cash
Surrender Value or if this Policy was discontinued.
The cost to reinstate is a premium large enough to keep the
coverage under the Certificate in force for at least three (3)
months following the date of reinstatement.
The effective date of reinstatement is the date We accept the
request for reinstatement. We will not require evidence of
insurability to reinstate within one month after the end of
the grace period if the Insured is alive. In other cases, We
will require evidence of insurability satisfactory to Us.
GVL95(P)
13
<PAGE>
- -------------------------------------------------------------------------------
SECTION IX - ALLOCATIONS
- -------------------------------------------------------------------------------
ALLOCATIONS PREMIUMS: The premium less premium loading shown in the
Specifications is allocated to selected Divisions on the date We
receive and accept it. The initial allocation is shown in the
Certificate Specifications. Additional premiums will be
allocated on the same percentage basis unless a change is
requested by the Owner and agreed upon by Us (see ALLOCATION
CHANGE FOR FUTURE PREMIUMS). On the date We receive and accept
an additional premium payment the increase in the Investment
Value will be allocated to the Divisions.
REALLOCATION OF INVESTMENT VALUE: The Investment Value can be
reallocated among the Divisions. The number of changes allowed
each Coverage Year is shown in the Specifications. To make any
change satisfactory notice must be given to Us. We may defer
making such a change for up to 7 business days from receipt of
such notice. Restrictions for reallocation into and out of the
Divisions are shown in the Specifications.
If on any Processing Date Debt exceeds the Loan Account Value,
the amount of the excess will be reallocated to the Loan
Account from the Divisions in proportion to the Investment
Value in each Division on such date. Such a reallocation will
not affect restrictions on or charges for any other
reallocations.
ALLOCATION CHANGES FOR FUTURE PREMIUMS: The percentage
allocation of the invested portion of future premiums to the
Divisions can be changed. Percentages must be in whole numbers.
To make changes, We must be notified of the new percentages in
a form satisfactory to Us. Any change will take effect with
respect to premiums received on or after receipt of such
notice.
ALLOCATION OF CHARGES: All Expense and Insurance Charges
deducted from the Investment Value on a Processing Date may be
allocated to the Charge Deduction Division as shown in the
Specifications. If no Charge Deduction Division is elected,
these deductions will be made from the Divisions in proportion
to the Investment Value in each Division.
If the amount of the Investment Value of the Charge Deduction
Division is less than required to cover all charges due on
such date:
1. We will apply the Investment Value of the Charge Deduction
Division to the charges due and set the Investment Value in
the Division to zero: and
2. Any additional amount due will be allocated among the
remaining Divisions in the proportion that each Division's
Investment Value bears to the Total Investment Value.
GVL95(P)
14
<PAGE>
- --------------------------------------------------------------------------------
SECTION X - CASH VALUE OF BENEFITS
- --------------------------------------------------------------------------------
CASH VALUE GENERAL: The insurance benefits under this Policy are provided
OF BENEFITS through investments made in Our separate account.
SEPARATE ACCOUNTS: These accounts are separate from Our General
Account and any other separate accounts We may have. They
support variable life insurance benefits and are used for other
purposes permitted by applicable laws and regulations. We own
the assets in the separate accounts. Assets equal to the
reserves and other liabilities of the accounts will not be
charged with liabilities from any other business We conduct. We
may transfer to Our General Account assets exceeding the
reserves and other liabilities of the separate accounts.
The separate accounts are governed by the laws of Our state of
domicile.
Income and realized and unrealized gains or losses from assets
in the separate accounts are credited to or charged against the
accounts without regard to other income, gains or losses in Our
other investment accounts.
CHANGES WITHIN A SEPARATE ACCOUNT: We may at times, make
additional separate account Divisions available to the Owner. We
may also eliminate Divisions, combine two or more Divisions or
substitute a new portfolio for the portfolio in which a Division
invests. We will obtain required regulatory approvals to affect
the aforementioned changes, if any.
Subject to any required regulatory approvals, We have the right
to transfer assets of a separate account or of a Division to
another separate account or Division or combine the separate
account with other separate accounts.
INVESTMENT VALUE IN EACH DIVISION: On the Coverage Date the
Investment Value is allocated to each Division as shown in the
Specifications.
Thereafter, the Investment Value in each division is:
1. The Investment Value of the Division at the end of the last
Valuation Period.
2. Multiply (1) by the Division's net rate of return for the
current Valuation Period.
3. Add (1) and (2).
4. Add to (3) any experience credits not paid in cash, any
premium payments (less any deductions shown in the
Specifications) allocated to the Division during the current
Valuation Period.
5. Add or subtract reallocations to or from that Division
during the current Valuation Period.
6. Add or subtract from (5) any amounts allocated to the
Division during the current Valuation Period because of a
Loan, Loan interest payment, Loan repayment or partial
withdrawal.
7. If a processing date occurs during the current Valuation
Period, subtract from (6) the amounts allocated to that
Division for:
a. Administrative Expense Charges; and
b. Insurance Charges.
Amounts in (7) will be allocated to each Division in the
proportion that (6) bears to the Investment Value, unless a
Charge Deductions Division applies.
GVL95(P) 15
<PAGE>
- --------------------------------------------------------------------------------
SECTION X - CASH VALUE OF BENEFITS
- --------------------------------------------------------------------------------
CASH VALUE 8. If the charges in (7) exceed the amount in (6), first
OF BENEFITS calculate the Cash Surrender Value for the amount of any
(CONTINUED) overdue charges and then set the Investment Value in each
Division to zero.
CASH VALUE DEDUCTIONS:
COST OF INSURANCE: We will deduct the cost of insurance on each
Processing Date as follows:
1. We determine the death benefit as of the beginning of the
Processing Period, and discount it with interest for one
month since deaths are assumed to occur at the end of each
month.
2. We subtract from (1) the Cash Value as of the beginning of
the Processing Period.
3. We determine the current cost of insurance rate based on the
[sex,] Attained Age, and underwriting class.
4. We multiply (2) by (3).
We may reduce or increase the cost of insurance rates from time
to time. The change will never be retroactive. The rates will
never be more than the guaranteed maximum cost of insurance
rates shown in the Specifications.
OTHER DEDUCTIONS: Expense Charges are shown in the
Specifications. The cost of any benefits from riders is also
shown in the Specifications.
CHANGES IN CHARGES: Changes in Expense Charges, Insurance
Charges, Separate Account Charges or Surrender Charges will be
by class and based upon changes in future expectations for such
elements as: mortality, persistency, expenses and taxes.
MEASUREMENT OF INVESTMENT EXPERIENCE FOR DIVISIONS: The
investment experience of a separate account Division is
determined at the end of each Division's Valuation Period. We
use an index to measure changes in experience during a Valuation
Period. The index is set at $10 when the first investments in a
Division are made. The index for a current Valuation Period
equals the index for the last Valuation Period multiplied by the
experience factor for the current Valuation Period.
THE EXPERIENCE FACTOR:
[UNIT SEPARATE ACCOUNT] DIVISIONS: The experience factor for a
Valuation Period reflects the investment experience of the
portfolio in which the Division invests and the charges assessed
to the Division. The factor is calculated as follows:
1. Calculate the net asset value at the end of a current
Valuation Period of a Division's corresponding portfolio.
2. Add the amount of any dividend or capital gains distribution
declared during the current Valuation Period for such
portfolio. Subtract a charge for taxes, if any.
3. Divide (2) by the net asset value of the portfolio at the
end of the last Valuation Period.
4. Subtract the Separate Account Charges for each Division shown
in the Specifications for each day in the Valuation Period.
Calculations for Divisions investing in open ended investment
management companies are on a per unit basis. Calculations for
Divisions investing in mutual fund portfolios are made on a per
share basis.
GVL95(P) 16
<PAGE>
- --------------------------------------------------------------------------------
SECTION X - CASH VALUE OF BENEFITS
- --------------------------------------------------------------------------------
CASH VALUE [MANAGED SEPARATE ACCOUNT DIVISIONS: The experience factor
OF BENEFITS reflects the investment experience of each Division as well as
(CONTINUED) the charges assessed against such Division. The factor is
calculated as follows:
1. Calculate the value of the net assets in the Division at
the end of the preceding Valuation Period. The net assets in
a Division are equal to the total assets of the Division less
the total liabilities of the Division.
2. Calculated the value of the net assets in the Division as
of the end of the current Valuation Period before
crediting payments received and processed or charging
redemptions made and processed in the current Valuation
Period and including charges for advisory and management
costs for each day in the current Valuation Period.
3. Divide (2) by (1)
4. Subtract the daily mortality and expense risk charge for
each day in the current Valuation Period.
5. Subtract any daily charge for taxes for each day in the
current Valuation Period.]
NET RATE OF RETURN FOR A DIVISION: The net rate of return
during a Valuation Period is the experience factor for that
Valuation Period minus one.
GVL95(P) 17
<PAGE>
- --------------------------------------------------------------------------------
SECTION XI - GENERAL PROVISIONS
- --------------------------------------------------------------------------------
GENERAL ENTIRE CONTRACT: This Policy including any attached rider,
PROVISIONS endorsement, amendment, the Certificate, the application of
the Policyholder, [and the enrollment form of the Owner]
constitute the entire contract between the Policyholder and Us.
All statements made by the Policyholder, or any Owner or
Insured will be deemed representations and not warranties. No
such statement will be used in any contest unless it is
contained in the application signed by the Policyholder or in
a written instrument signed by the Owner, or Insured, a copy
of which has been furnished to the Owner, Insured, beneficiary
or Policyholder.
AUTHORITY TO CHANGE: No change in this Policy will be valid
unless approved by an officer of Ours and evidenced by
endorsement on or amendment to this Policy signed by such
officer and the Policyholder. No agent or broker has the
authority to change any of this Policy's terms or to make any
agreements binding on Us.
NON-PARTICIPATING: This Policy does not participate in Our
divisible surplus.
INCONTESTABILITY: The validity of this Policy will not be
contested after it has been in force for two years from its
Effective Date.
The insurance with respect to an Insured will not be contested
after it has been in effect during the Insured's lifetime for
two years from the Coverage Date.
We rely on the statements that a [Participating Employer], an
Insured or an Owner makes [in the enrollment form]. We can
contest the validity of the coverage under this Policy if any
material misstatements are made in the initial [enrollment form]
or other document required to put coverage in force. We can also
contest any amount payable because of a requested increase in Face
Amount if any material misstatements are made in any document
required when the Face Amount was increased. We cannot contest
such coverage unless such statement is contained in a written
instrument signed by a [Participating Employer], an Insured or
Owner and a copy of such written instrument is provided to the
Owner or the beneficiary.
The amount of insurance provided under this Policy
attributable to a premium payment that increases the Net
Amount at Risk will be incontestable after it has been in
effect during the Insured's lifetime for two years from the
date We receive and accept such premium payment.
SUICIDE: If an Insured dies by suicide, while sane or insane,
within two years from the Coverage Date, Our liability will be
limited to the return of the Cash Surrender Value.
If an Insured dies by suicide, while sane or insane, within
two years from the effective date of a requested increase in
Face Amount, Our liability for such increase will be limited
to the return of cash value deductions (described in the CASH
VALUE OF BENEFITS Section) made.
If an Insured dies by suicide, while sane or insane, more
than two years after the Coverage Date but within two years
from the date We receive and accept a premium payment which
resulted in an increase in the Net Amount at Risk, Our
liability with respect to coverage attributable to such
payment is limited to the return of such cash value deductions
(described in the CASH VALUE OF BENEFITS Section) made for
such increase in the Net Amount at Risk.
ASSIGNMENT: The benefits can be assigned by the Owner [subject
to Our approval]. This does not change the ownership and all
rights are subject to the terms of the assignment. To make or
release an assignment, We must receive written notice
satisfactory to Us at Our Customer Service Center. We are not
responsible for the validity of any assignment.
GVL95(P) 18
<PAGE>
- --------------------------------------------------------------------------------
SECTION XI - GENERAL PROVISIONS
- --------------------------------------------------------------------------------
GENERAL OWNER: While the Insured is living, and while the Certificate
PROVISIONS is in effect under this Policy, the Owner may name a new Owner
(CONTINUED) [subject to Our approval]. Written notice of any change must be
given to Us in a form satisfactory to Us. The change will take
effect the date the notice is signed. However, the change will
not affect any payment made or action taken by Us before We
received the notice of change at our Customer Service Center.
MISSTATEMENT OF AGE [OR SEX]: If the age [or sex] of an
Insured is misstated the amount of any benefits will be
adjusted. The amount of the adjustment will be:
1. The amount of insurance which the cost of insurance for
the Processing Period would have purchased using the cost
of insurance for the correct age [and sex]; less
2. The amount of insurance actually used in calculating the
cost of insurance for the Processing Period.
If the age is misstated in such a way that the Insured was not
eligible for coverage under this Policy, Our liability will be
limited to a return of the premiums paid less any partial
withdrawals that have been made and any outstanding Debt.
CERTIFICATES: Certificates will be furnished [to the Owner] by
Us. Each Certificate will summarize provisions of this Policy
affecting an individual Insured.
VALUE REPORTS: We will send the Owner reports at the times
agreed upon by the Owner and Us, but not less than annually.
The report will show the Face Amount, death benefit, Cash
Surrender Value and any Loan as of such date. The report will
also show the allocation of the Investment Value on such date
and any changes since the last report. The report will also
include any other information required by the insurance
regulatory authority of the jurisdiction in which this Policy
is issued.
POLICY CHANGES-APPLICABLE TAX LAW: To receive the tax
treatment accorded life insurance under Federal law, insurance
under this Policy must qualify initially and continue to
qualify as life insurance under the Internal Revenue Code or
successor law. To maintain such qualification, We reserve the
right to return any premium payments or to reject any requests
for change in an Insured's coverage. Further, We reserve the
right to make changes in this Policy or its riders or to make
distributions to the extent We deem necessary to continue to
qualify as life insurance. Any such changes will apply to all
Certificates that are affected. The Policyholder and the Owner
will be given advance written notice of such changes.
PAYMENTS WE MAY DEFER: We may not be able to
determine the value of the assets of the separate account
Divisions because:
1. the NYSE is closed for trading;
2. the SEC determines that a state of emergency exists; or
3. an order of the SEC permitting a delay for the protection
of Owners.
During such times, We may delay:
1. determination and payment of partial withdrawals, Cash
Surrender Values and Loan requests;
2. determination and payment of any death proceeds in excess
of the Face Amount; and
3. allocation changes of the Cash Value.
GVL95(P) 19
<PAGE>
- --------------------------------------------------------------------------------
SECTION XI - GENERAL PROVISIONS
- --------------------------------------------------------------------------------
GENERAL We may, at any time, defer payment of partial withdrawals,
PROVISIONS Cash Surrender Values or Loan requests up to 7 business days of
(CONTINUED) a written request for amounts in the Divisions. For Divisions
which are not valued on each business day, We may defer until
the next Valuation Day:
1) determination and payment of partial withdrawals, Cash
Surrender Values and Loans;
2) determination and payment of any death proceeds in excess
of the Face Amount; and
3) reallocation of the Cash Value.
[We may defer payment of the partial withdrawals, Cash
Surrender Values or Loan requests on illiquid security
investments to the date such securities become available
without penalty. If payment is not deferred, a Surrender
Charge as shown in the Specifications will be imposed to cover
penalty costs for any premature withdrawals.]
CLAIMS OF CREDITORS: Proceeds described in the Certificate
will be free from creditors' claims to the extent allowed by
law.
COMPUTATIONS: Computations of maximum mortality costs are
based on the mortality table and interest rate shown in the
Specifications. We also use Attained Age[and sex] of the
Insured and it is assumed death proceeds are incurred at the
end of each month.
TO CLAIM DEATH PROCEEDS: Contact Our Customer Service Center
for instructions. Proceeds are usually paid within 7 business
days after receipt of due proof of death and all other
requirements.
INSURANCE RECORDS: The Policyholder will furnish Us
information relative to the insurance under this Policy as We
may require to administer this Policy and determine premiums.
Such records which in Our opinion have a bearing on this Policy
will be open to Us for inspection at all reasonable times.
CLERICAL ERROR: Clerical error in keeping records will not
void insurance which otherwise would have been in force nor
continue insurance which otherwise would have terminated. If an
error is found, We will equitably adjust the premium. However,
We will not adjust the premium for more than the three year
period before the date the error was found.
AGENCY: Neither the Policyholder nor any administrator
appointed by the Policyholder is Our agent. We are not liable
for any of their act or omissions.
FACILITY OF PAYMENT: If no beneficiary is named, We reserve
the right to pay an amount not to exceed $2,000 to any person
We determine to be entitled to such amount by reason of
incurred expenses incident to the last illness or death of the
Insured.
CHANGE IN PREMIUM OR OTHER STATE AND LOCAL TAXES: Following the
effective date of any tax law, or change to any such law,
applicable to this Policy, We have the right to change the
amount due under this Policy for payment of such premium or
other state and local taxes. The amount of such change will be
determined by the amount of changes in the tax imposed. Any
change due to a premium or other state and local tax will be
separate from, and will not affect any change in cost of
insurance made under the terms of this Policy.
EXPERIENCE CREDIT: We will have the right to allow an
experience credit in an amount determined by Us, based on the
experience under this Policy. The amount of each experience
credit may be paid to an Owner in cash or applied to and used
to increase Investment Value and Variable Insurance Amount.
GVL95(P) 20
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(herein called We, Our and Us)
Milwaukee, WI
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY issues this Certificate and
certifies that the person named in the Specifications is insured under the
Group Policy issued to the Policyholder. All insurance will take effect on
the Coverage Date shown in the Specifications.
This Certificate describes the benefits and provisions of the Group Policy.
The Group Policy, as issued to the Policyholder by Us, alone makes up the
agreement under which benefits are paid. The Group Policy may be inspected at
the office of the Policyholder.
10 DAY RIGHT TO EXAMINE CERTIFICATE
You may return Your Certificate to Us within 10 days after it is received. We
will refund an amount equal to the Cash Value of this Certificate on the date
the returned Certificate is received by Us or Our agent plus charges
deducted. This Certificate will then be void from the beginning as though it
had never been issued.
Signed for ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY.
Secretary President
[signature] [signature]
ALL BENEFITS AND VALUES OF THIS CERTIFICATE WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNTS MAY INCREASE OR DECREASE DAILY. THESE
AMOUNTS ARE VARIABLE AND NOT GUARANTEED AS TO DOLLAR AMOUNT.
GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CERTIFICATE
Variable life insurance payable upon death of the Insured before the Maturity
Date. Initial Face Amount is shown in the Specifications. Premiums payable
during lifetime of the Insured for the period shown in the Specifications.
Unscheduled premium payments are permitted. Investment results reflected in
benefits.
ITT Hartford Life and Annuity Insurance Company
Suite 2100, 111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
[LOGO]
GVL95(C)
<PAGE>
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
- ------------------------------------------------------------------------------
The contents of this Certificate appear in the following order;
SPECIFICATIONS
DEFINITIONS SECTION I
TERMINATION SECTION II
LIFE INSURANCE BENEFITS SECTION III
CONTINUATION OF INSURANCE SECTION IV
NONFORFEITURE BENEFITS SECTION V
PAYMENT OPTIONS SECTION VI
LOANS SECTION VII
PREMIUM PAYMENTS SECTION VIII
ALLOCATIONS SECTION IX
CASH VALUE OF BENEFITS SECTION X
GENERAL PROVISIONS SECTION XI
ENDORSEMENTS, IF ANY FOLLOW
SECTION XI
GVL95(C) 2
<PAGE>
- ------------------------------------------------------------------------------
SPECIFICATIONS
- ------------------------------------------------------------------------------
Insured: [John Doe] Group Policy Number: [12345]
Coverage Date: [January 1, 1996] Certificate Number: [C98765]
Issue Age: [35M] Initial Face Amount: [$240,000]
Rate Class: [Standard] Maturity Date: [January 1, 2061]
Owner: [John Doe] Policyholder: [XYZ Corporation]
Death Benefit Option: [Option A]
FACE AMOUNT INFORMATION
Minimum Face Amount: [$50,000]
Minimum Increase in Face Amount: [$5,000]
Minimum Decrease in Face Amount: [$25,000]
[AUTOMATIC INCREASES IN FACE AMOUNT
On the first day of each calendar year, the Face Amount will be automatically
increased if:
1. The Insured is an employee and has received an increase in earnings
and the increase in earnings results in the increase in the Face Amount
of insurance; and
2. The Insured is actively at work on the first day of the calendar
year the increase would become effective. If the Insured in not actively
at work on that date, the increase will become effective on the first
processing date following the Insured's return to active work.
You may refuse an automatic increase by notice to Us given within 31 days of
the first day of the calendar year on which the increase would otherwise be
effective. If you refuse an automatic increase, no future automatic
increases will be available to the Insured until the Company is furnished
with satisfactory evidence of insurability.]
GVL95(C) 3
<PAGE>
- ------------------------------------------------------------------------------
SPECIFICATIONS
- ------------------------------------------------------------------------------
PREMIUM PAYMENT AND INVESTMENT INFORMATION
<TABLE>
<S> <C>
Initial Premium paid on coverage date: [$100]
Planned Premium: [$100 a month]
Allocations
Initial Allocation [100% to the Short Term Investment Division]
Maximum Divisions at any one time [5]
Reallocations
Maximum Number per Year [6]
</TABLE>
[In those states that require the premium to be returned during the 10 Day
Right to Examine Certificate provision on the first page of this Certificate,
all monies will be allocated to the Short Term Investment Division during
such Right to Examine Certificate period. After such period, the monies
received will be allocated as instructed by You.]
[MANAGED SEPARATE ACCOUNT DIVISIONS]
[Each Division invests directly in portfolios of securities designed to meet
the objectives of the Divisions. Some of the Divisions designated may be
managed by investment advisors other than Us.]
[None Available]
[UNIT SEPARATE ACCOUNT DIVISIONS]
[Each Division invests in an underlying open ended investment management
company registered under the 1940 Investment Company Act.]
[None Available]
[DIVISIONS]
The ICMG Registered Variable Life Separate Account One is a unit investment
trust separate account organized in the State of Wisconsin. It is governed by
the laws of the State of Wisconsin and registered with the Securities and
Exchange Commission under the Investment Company Act of 1940.
[Each Division invests in an underlying open ended investment management
company registered under the Investment Company Act of 1940.]
[List Available Funds]
GVL95(C) 3A
<PAGE>
- ------------------------------------------------------------------------------
SPECIFICATIONS
- ------------------------------------------------------------------------------
SEPARATE ACCOUNT CHARGES
We charge a maximum [.65%] of the assets in each Division on an annual basis
equal to a daily charge of [.001781%] for mortality and expense risks. We
reserve the right to increase the charge, but in no event above [.65%] on an
annual basis.
[For the Divisions of the Unit Separate Account, We charge an advisory fee as
shown for each Division in the Unit Separate Account Divisions section of the
Specifications.]
[For the Divisions of the Managed Separate Account, We charge an advisory fee
as shown for each Division in the Managed Separate Account Divisions section
of the Specifications.]
CERTIFICATE FACTS
CHARGE DEDUCTION DIVISION - [Short Term Investment Division]
MORTALITY TABLE AND INTEREST RATE - [1980 CSO Mortality Table Age
[Near/Last] Birthday (Male and
Female)[Smoker and Nonsmoker]
(or appropriate increases in such
tables for non-standard risks).
Interest at 4.00% a year.]
LOANS
Maximum Loan Value Percentage [90%]
Initial Adjustable Loan Interest Rate [7.78%]
Loan Interest Due Dates [Each Processing Date]
PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE
Maximum Withdrawal Percentage [90%]
Minimum Withdrawal [$500]
Number Per Coverage Year [1]
RIDERS
[None]
GVL95(C) 3B
<PAGE>
- ------------------------------------------------------------------------------
SPECIFICATIONS
- ------------------------------------------------------------------------------
CHARGES
EXPENSE CHARGES
Premium Loading Maximum [9.0%] of premiums collected,
plus [1.75%] of premiums to cover
state and local taxes, plus [1.25%]
of premiums to cover the cost of
federal income taxes imposed under
Section 848 of the Internal Revenue
Code. We will adjust the charges to
cover taxes based on changes in
applicable law.
Administrative charges for each
Processing Period deducted on each
Processing Date from Investment Value [$5.00] We reserve the right to
increase this charge, but it will
not exceed [$10] per Processing Date.
Excess Allocation Charge - [None]
Face Amount Increase Charge - [None]
INSURANCE CHARGES
Cost of Insurance charges for each Processing Period, deducted on each
Processing Date from the Investment Value, will be calculated as shown in the
Cash Value of Benefits section. In no event will the cost of insurance rate
exceed rates identified in the Guaranteed Maximum Cost of Insurance Rate
section for the [sex,] attained age and underwriting class of the Insured.
Charges for Riders - [None]
SURRENDER CHARGES
[Partial Withdrawal Processing Fee $25 or 2% of the amount withdrawn,
whichever is less.]
GUARANTEED MAXIMUM COST OF INSURANCE RATES
See attached Tables
VARIABLE INSURANCE FACTORS
See attached Tables
PAYMENT OPTIONS
Minimum Interest Rate: [3%]
Mortality Table for Payment Options with Life Contingencies: [1983 Table "a"]
GVL95(C) 3C
<PAGE>
- --------------------------------------------------------------------------------
SPECIFICATIONS
- --------------------------------------------------------------------------------
GUARANTEED MAXIMUM COST OF INSURANCE RATES PER $1,000 OF COVERAGE
FOR THE ATTAINED AGE AT THE BEGINNING OF EACH COVERAGE YEAR
BASED ON THE 1980 CSO MORTALITY TABLE
STANDARD RATING CLASS
<TABLE>
<CAPTION>
Attained Attained Attained
Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C>
[20 .158471 .087542 45 .379960 .297152 70 3.353673 1.861440
21 .159306 .089210 46 .410927 .317220 71 3.681989 2.041944
22 .157637 .090879 47 .444418 .338128 72 4.060290 2.267226
23 .155132 .092547 48 .479596 .361551 73 4.496204 2.544475
24 .151793 .095050 49 .518979 .386655 74 4.983518 2.872449
25 .147620 .096718 50 .560894 .414276 75 5.513313 3.243922
26 .144281 .099221 51 .610378 .443581 76 6.076525 3.653355
27 .142612 .101724 52 .665766 .476245 77 6.665690 4.094284
28 .141777 .105061 53 .728747 .513950 78 7.275881 4.567162
29 .142612 .108398 54 .800179 .552509 79 7.923872 5.085703
30 .144281 .112570 55 .876715 .592762 80 8.635205 5.672859
31 .148454 .116742 56 .960053 .633033 81 9.430778 6.350514
32 .152628 .120914 57 1.046840 .671642 82 10.338952 7.140527
33 .159306 .125086 58 1.139616 .708588 83 11.373499 8.058585
34 .166820 .131762 59 1.239245 .748070 84 12.513845 9.091985
35 .176004 .137604 60 1.349978 .792613 85 13.737727 10.231576
36 .186859 .146785 61 1.473551 .848112 86 15.021846 11.470894
37 .200220 .157637 62 1.613407 .917954 87 16.356613 12.808170
38 .215255 .170159 63 1.772172 1.007228 88 17.737983 14.246631
39 .232798 .185189 64 1.949092 1.110929 89 19.171986 15.797873
40 .252016 .201891 65 2.143422 1.224040 90 20.677655 17.482656
41 .274581 .220267 66 2.350996 1.343212 91 22.287142 19.335048
42 .297152 .239482 67 2.572761 1.464235 92 24.063468 21.418993
43 .323073 .257865 68 2.808822 1.583722 93 26.119927 23.852379
44 .349839 .277089 69 3.065321 1.712708 94 28.812996 26.926360
95 32.817580 31.310115
96 39.642945 38.504789
97 53.066045 52.275714
98 85.526850 85.053610]
</TABLE>
GVL95(C) 3D
<PAGE>
- --------------------------------------------------------------------------------
SPECIFICATIONS
- --------------------------------------------------------------------------------
GUARANTEED VARIABLE INSURANCE FACTORS
BASED ON THE 1980 CSO MORTALITY TABLE AND A 4% EFFECTIVE ANNUAL INTEREST RATE
STANDARD RATING CLASS
<TABLE>
<CAPTION>
Attained Attained Attained
Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[20 6.403123 7.640955 45 2.881946 3.369530 70 1.489856 1.649461
21 6.219229 7.397464 46 2.794368 3.266764 71 1.460111 1.608385
22 6.038836 7.160827 47 2.710152 3.167682 72 1.431800 1.568918
23 5.861092 6.930870 48 2.629166 3.072100 73 1.404991 1.531244
24 5.685870 6.707421 49 2.551228 2.979961 74 1.379763 1.495532
25 5.513088 6.490682 50 2.476281 2.891135 75 1.356114 1.461853
26 5.342706 6.280094 51 2.404174 2.805538 76 1.333966 1.430158
27 5.175161 6.075821 52 2.334952 2.723025 77 1.313184 1.400326
28 5.011023 5.877664 53 2.268556 2.643540 78 1.293592 1.372171
29 4.850555 5.685704 54 2.204960 2.567095 79 1.274998 1.345505
30 4.694139 5.499715 55 2.144137 2.493469 80 1.257276 1.320208
31 4.541898 5.319718 56 2.085932 2.422497 81 1.240393 1.296248
32 4.394217 5.145470 57 2.030235 2.353955 82 1.224363 1.273652
33 4.250944 4.976747 58 1.976847 2.287579 83 1.209265 1.252481
34 4.112329 4.813335 59 1.925633 2.223138 84 1.195190 1.232795
35 3.978289 4.655558 60 1.876476 2.160564 85 1.182142 1.214556
36 3.848837 4.502977 61 1.829335 2.099857 86 1.170054 1.197666
37 3.723948 4.355964 62 1.784175 2.041150 87 1.158796 1.181981
38 3.603658 4.214481 63 1.740994 1.984602 88 1.148210 1.167335
39 3.487865 4.078449 64 1.699799 1.930420 89 1.138111 1.153543
40 3.376529 3.947875 65 1.660553 1.878626 90 1.128296 1.140410
41 3.269499 3.822603 66 1.623184 1.829102 91 1.118543 1.127721
42 3.166756 3.702457 67 1.587556 1.781663 92 1.108597 1.115242
43 3.067980 3.587157 68 1.553539 1.736063 93 1.098167 1.102705
44 2.973125 3.476256 69 1.520999 1.692027 94 1.086915 1.089813
95 1.074621 1.076306
96 1.061229 1.062086
97 1.046984 1.047342
98 1.032668 1.032774
99 1.021407 1.021407]
</TABLE>
Variable Insurance Factors between anniversaries of the Coverage Date will be
furnished on request.
GVL95(C) 3E
<PAGE>
- --------------------------------------------------------------------------------
SECTION I - DEFINITIONS
- --------------------------------------------------------------------------------
DEFINITIONS [ACTIVELY AT WORK means the Insured is performing all of the
regular duties of the Insured's occupation at the usual place of
employment on a Full Time work schedule which is in no way
curtailed or altered because of the Insured's health.]
ADJUSTABLE LOAN INTEREST RATE means a Loan interest rate that is
adjusted from time to time by Us. The calculation of the
Adjustable Loan Interest Rate is described in the Loans provision
of the Policy.
AGE
- Attained Age means the Issue Age plus the period since the
Coverage Date.
- Issue Age means the Insured's age on the birthday [following/
nearest to] the Coverage Date.
ALLOCATION DATE(S) means the date premiums are applied to the
separate account Divisions. It is the later of the Coverage Date
and the date We receive and accept the premium.
CASH VALUE means the Investment Value plus the Loan Account Value.
CHARGE DEDUCTION DIVISION means a Division from which all charges
are deducted if so designated in the enrollment form or later
elected.
CHARGES
- Expense Charges mean premium loading, administrative charges,
Face Amount increase charge, and excess allocation charges, as
shown in the Specifications.
- Insurance Charges mean cost of insurance charges and charges
for benefit riders.
- Separate Account Charges mean deductions from separate account
Divisions and other Division Charges as shown in the
Specifications.
- Surrender Charge means the charge for the full surrender of a
Certificate or partial withdrawal of the Cash Surrender Value
under a Certificate. The amount charged is shown in the
Specifications.
COMPANY means ITT Hartford Life and Annuity Insurance Company.
COVERAGE DATE means the date insurance under the Group Policy
is effective as to the Insured shown in the Specifications.
COVERAGE YEARS(S) means the 12 month period following the
Coverage Date and each anniversary thereof.
CUSTOMER SERVICE CENTER means the service area of ITT Hartford
Life and Annuity Insurance Company, P. O. Box 2999, Hartford,
CT 06104-2999.
DEBT means any Loan plus accrued interest.
DIVISION(S) means Divisions of the separate accounts.
[EARNINGS means basic wages, and does not include overtime,
bonuses, commissions and any other extra compensation.]
FACE AMOUNT means the minimum death benefit as long as this
Certificate remains in force. It is specified at issue and may
be changed after issue on request or due to a change in the
death benefit option or a partial withdrawal.
[FULL TIME means a normal week of at least [32] hours. If an
employee is on approved leave (and not because of the employee's
health) or on vacation, the employee is considered to be Actively
at Work.]
GVL95(C) 4
<PAGE>
- --------------------------------------------------------------------------------
SECTION I - DEFINITIONS
- --------------------------------------------------------------------------------
DEFINITIONS GENERAL ACCOUNT means the assets of ITT Hartford Life and Annuity
(CONTINUED) Insurance Company other than the assets of Our separate account.
INVESTMENT VALUE means the sum of the values of assets in the
Divisions under a Certificate.
LOAN means any Investment Value amount borrowed.
LOAN ACCOUNT means that portion of Our General Account to which
amounts are transferred as a result of a Loan. The Loan Account
is credited with interest and is not based on the investment
experience of the separate account.
LOAN ACCOUNT VALUE means the amounts of the Investment Value
transferred to (or from) the General Account to secure Loans
(or Loan repayments) plus interest accrued at the daily
equivalent of an annual rate to the Adjustable Loan Interest
Rate actually charged reduced by not more than 1%.
MATURITY DATE means the date the Insured's coverage matures as
shown in the Specifications. We will pay the Cash Surrender
Value, if any, if the Insured is living on the Maturity Date.
MORTALITY AND EXPENSE RISK CHARGE is to cover expense and
mortality risks that We are assuming.
NET AMOUNT AT RISK means the difference between the amount
payable on death and the amount payable on cancellation for
the Cash Surrender Value.
NYSE means the New York Stock Exchange.
POLICYHOLDER means the entity to whom the Policy is issued.
PROCESSING DATE(S) means the days on which We deduct charges
from the Investment Value. The first Processing Date is the
Coverage Date. There is a Processing Date each month. Later
Processing Dates are on the same calendar day as the Coverage
Date, or on the last day of any month which has no such
calendar day.
PROCESSING PERIOD means the period from the Coverage Date to
the next Processing Date and thereafter the period from one
Processing Date to the next.
SEC means the Securities and Exchange Commission.
VALUATION DAY means each business day, unless the Specifications
indicate otherwise. A business day is any day the NYSE is open
for trading or any day the SEC requires mutual funds, unit
investment trusts or other investment portfolios to be valued.
VALUATION PERIOD means each Valuation Day together with the
days immediately before it that are not Valuation Days.
VARIABLE INSURANCE AMOUNT means the Cash Value multiplied by
the applicable Variable Insurance factor.
YOU, YOUR mean the Owner.
GVL95(C) 5
<PAGE>
- --------------------------------------------------------------------------------
SECTION II - TERMINATION
- --------------------------------------------------------------------------------
TERMINATION TERMINATION OF INSURANCE: Insurance will terminate as to the
Insured on the earliest of the following dates:
1. The date the Policy is discontinued. See the CONTINUATION OF
INSURANCE Section.
2. The date You request termination by written notice.
3. The Maturity Date.
4. Thirty-one days after We mail to You notice that the Cash
Surrender Value is zero and there is Debt and no payment has
been received before the end of the thirty-one day period.
5. Sixty-one days after We mail to You notice that the Cash
Surrender Value is insufficient to pay the Expense Charges
and Insurance Charges due and no payment has been received
before the end of the sixty-one day period.
6. The date of death of the Insured.
7. The date the Policy is amended to terminate the insurance for
the class of persons to which the Insured belongs. See the
CONTINUATION OF INSURANCE Section.
8. The date the Insured is no longer in an eligible class of
persons. See the CONTINUATION OF INSURANCE Section.
GVL95(C) 6
<PAGE>
- --------------------------------------------------------------------------------
SECTION III - LIFE INSURANCE BENEFITS
- --------------------------------------------------------------------------------
LIFE FACE AMOUNT: The Face Amount is shown in the Specifications. The
INSURANCE Face Amount of this Certificate may be increased or decreased by
BENEFITS a written request made by You during the lifetime of the Insured
and while this Certificate is in force.
INCREASE IN FACE AMOUNT: An increase in Face Amount will be
effective if:
1. Satisfactory evidence of insurability of the Insured is
provided to us;
2. The Insured is insurable according to Our underwriting rules;
and
3. An amount equal to two times cash value deductions (described
in the CASH VALUE OF BENEFITS Section) due on the next two
Processing Dates is paid, if the Cash Surrender Value is less
than this sum.
The effective date of the increased Face Amount will be the
first Processing Date after all the conditions mentioned above
have been met. We will notify You that the change has been made.
The minimum amount of an increase in Face Amount is shown in
the Specifications.
DECREASE IN FACE AMOUNT: The Face Amount will be decreased or
eliminated in the following order:
1. First, the most recent increase.
2. Second, the next most recent increases successively.
3. Last, the initial Face Amount.
[A surrender charge, if applicable will be deducted from the
Cash Value of this Certificate on the date of the decrease.
Such charge will be:
1. The surrender charge for any increased amount which is
eliminated in the order set forth above; plus
2. A pro-rata share of the surrender charge for a partial
reduction in an increase or in the initial Face Amount.]
The effective date of the decreased Face Amount will be the
first Processing Date on or following the date of Our receipt
of the request for a decrease. We will notify You that the
change has been made.
The minimum decrease amount is shown in the Specifications. The
decrease will not be approved if it results in a Certificate
Face Amount less than the Minimum Face Amount shown in the
Specifications.
VARIABLE INSURANCE AMOUNT: The Variable Insurance Amounts will
vary daily based on investment results and any premiums paid.
The Variable Insurance Amount on any date will be determined
as follows:
1. The Cash Value as of such date; MULTIPLIED BY
2. The Variable Insurance Factor as of such date.
The Table of Variable Insurance Factors is in the Specifications.
GVL95(C) 7
<PAGE>
- --------------------------------------------------------------------------------
SECTION III - LIFE INSURANCE BENEFITS
- --------------------------------------------------------------------------------
LIFE DEATH PROCEEDS: We will pay the death proceeds to the beneficiary
INSURANCE upon due proof of the death of the Insured before the Maturity
BENEFITS Date. The proceeds may be paid in cash or be allocated to any
(CONTINUED) other payment option selected by the beneficiary and agreed
upon by Us.
Death Proceeds depend upon the Death Benefit Option in effect
and are determined at the date of death of the Insured as
follows:
DEATH BENEFIT OPTION A
1. The death benefit, which is the larger of the Face Amount and
the Variable Insurance Amount; LESS
2. Any Debt; PLUS
3. Any amounts due from riders.
DEATH BENEFIT OPTION B
1. The death benefit, which is the larger of (a) the Face Amount
plus the Cash Value and (b) the Variable Insurance Amount;
LESS
2. Any Debt; PLUS
3. Any amounts due from riders.
The Death Benefit Option in effect is shown in the Specifications.
CHANGES IN DEATH BENEFIT OPTION: The Death Benefit Option may be
changed by a written request made by You during the lifetime of
the Insured and while this Certificate is in force. If the change
is from Option A to Option B, satisfactory evidence of
insurability must be provided to Us. If the change is to
Option B, the Face Amount after the change will be equal to the
Face Amount before the change less the Cash Value on the
effective date of the change. If the change is to Option A, the
Face Amount after the change will be equal to the Face Amount
before the change plus the Cash Value on the effective date
of change. The change will become effective at the beginning
of the Coverage Month following Our approval. We will notify
You that the change has been made.
If the Insured dies during any grace period We will pay the
beneficiary the Death Proceeds in effect immediately prior to
such grace period reduced by the sum of any overdue charges and
any charges incurred to the date of death.
INTEREST ON DEATH PROCEEDS: Interest will be paid on death
proceeds from date of death to date of payment. Interest will
never be less than required by applicable law.
BENEFICIARY: We will pay the death proceeds to the designated
beneficiary. Unless the designation of the beneficiary is
irrevocable, there is a right to change beneficiaries. Written
notice of change must be given to Us in a form satisfactory to Us;
and the change is subject to Our approval. If approved, the change
will take effect the date the notice is signed. However, the
change will not affect any payment made or action taken by Us
before We received the notice of change at Our Customer Service
Center.
GVL95(C) 8
<PAGE>
- --------------------------------------------------------------------------------
SECTION IV - CONTINUATION OF INSURANCE
- --------------------------------------------------------------------------------
CONTINUATION If premium payments are discontinued, We will continue insurance
OF INSURANCE Coverage under this Certificate as long as the Cash Surrender
Value is sufficient to cover the charges due. This Continuation
of Insurance provision will not continue the Coverage under
this Certificate beyond age 100, nor will it continue any
optional benefit rider beyond its date of termination.
If the Policy is discontinued or if the Policy is amended to
discontinue the eligible class to which the Insured belongs or
if the Insured ceases to be a member of an eligible class [and
if the Coverage on the Insured is not transferred to another
insurance carrier,] any insurance then in effect will remain in
force under the discontinued Policy, provided it is not
cancelled or surrendered by You, subject to the qualifications
stated above. [Certificate premiums will then be payable by You
directly to Us.].
GVL95(C) 9
<PAGE>
- ------------------------------------------------------------------------------
SECTION V - NONFORFEITURE BENEFITS
- ------------------------------------------------------------------------------
NONFORFEITURE There are rights and benefits available to You during the
BENEFITS Insured's lifetime.
CASH VALUE BENEFITS: If the Cash Surrender Value is positive,
You may surrender this Certificate to receive the full Cash
Surrender Value.
CASH SURRENDER VALUE: The Cash Surrender Value is determined
as follows:
1. Determine the Cash Value;
2. Deduct any Expense Charges, Insurance Charges, [and
Surrender Charges] shown in the Specifications incurred
but not yet deducted; and
3. Deduct any Debt.
The Cash Surrender Value may be paid in cash or allocated to
any other payment option agreed upon by Us. To surrender a
Certificate a written request for surrender in a form
satisfactory to US must be submitted to Our Customer Service
Center. The surrender will take effect on the Valuation Day
following the date the request is received by Us. We will
determine the Cash Surrender Value as of the Valuation Day We
receive the written request at Our Customer Service Center.
We will usually pay the Cash Surrender Value within seven
days, but We may delay payment as described under the
PAYMENTS WE MAY DEFER Section.
PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE: Partial
withdrawal of the Cash Surrender Value can be made before the
Maturity Date subject to any limitations contained in the
Specifications. Each partial withdrawal is subject to a
Surrender Charge called a Partial Withdrawal Administrative
Fee, which is shown in the Specifications. Unless You specify
otherwise, partial withdrawals will be allocated in
proportion to the Investment Value in each Division as of
the date of the partial withdrawal. Any partial withdrawal
will have a permanent effect on the Cash Surrender Values and
may have a permanent effect on the death benefits. Partial
withdrawal will reduce the Cash Surrender Value, Cash Value,
and Investment Value. If Death Benefit Option A is in effect,
a partial withdrawal and any applicable Surrender Charges
will be deducted from the Face Amount.
A request for a partial withdrawal must be made in written
form satisfactory to Us. The effective date of a partial
withdrawal will be the Valuation Day We receive a written
request at Our Customer Service Center. The amount requested
must be at least equal to the minimum partial withdrawal
amount shown in the Specifications. The maximum amount that
may be withdrawn is shown in the Specifications.
The Maximum Withdrawal Percentage is shown in the
Specifications. The amount of a partial withdrawal may not
exceed the sum of the Cash Surrender Value plus any existing
Debt multiplied by the Maximum Withdrawal Percentage, less
existing Debt.
GVL95(C)
10
<PAGE>
- ------------------------------------------------------------------------------
SECTION VI - PAYMENT OPTIONS
- ------------------------------------------------------------------------------
PAYMENT In lieu of a cash payment in one sum, You may elect to have
OPTIONS the whole or any part of the proceeds due at the surrender of
this Certificate held by Us paid under any payment option
selected by You and agreed upon by Us. At the death of the
Insured, in lieu of a cash payment in one sum, the
beneficiary may elect to have the whole or any part of the
death proceeds held by Us and paid under any payment option
selected by the beneficiary and agreed upon by Us. For each
payment option selected We will issue a written agreement
putting the selection into effect.
GVL95(C)
11
<PAGE>
- ------------------------------------------------------------------------------
SECTION VII - LOANS
- ------------------------------------------------------------------------------
LOANS GENERAL: You may borrow against the Cash Surrender Value.
This Certificate will be the only security We require for
the Loan. A Loan may be taken any time if insurance is in
effect. The Loan may be repaid at any time while the Insured
is living.
WHEN WE WILL MAKE A LOAN: We will usually loan the money
within 7 business days after We receive a request
satisfactory to Us. We may delay making the Loan as described
in the PAYMENTS WE MAY DEFER provision.
LOAN VALUE: The maximum Loan value percentage is shown in the
Specifications. The amount of the Loan may not exceed the sum
of the Cash Surrender Value plus any existing Debt multiplied
by the maximum Loan value percentage, less existing Debt.
[Since a Loan amount is removed from the Divisions of the
separate account, the amount available for a Loan may be
limited by the liquidity of the investment portfolio of the
affected Division(s).]
INTEREST: Interest accrues daily at the Adjustable Loan Interest
Rate. The interest rate will be effective at the beginning of
each Coverage Year and it applies to new and outstanding Loans.
Interest payments are due as shown in the Specifications. If
interest is not paid within 5 days of its due date it will be
added to the amount of the Loan as of its due date. The sum
of all outstanding Loans plus accrued interest is the Debt.
There is a maximum interest rate that We can charge for
Certificate loans. The rate charged will be determined two
months before the start of each Coverage Year. The maximum
rate will be the greater of 5% and the Published Monthly
Average for the calendar month two months before the date on
which the rate is determined. The Published Monthly Average
means the "Moody's Corporate Bond Yield Average - Monthly
Average Corporates" as published by Moody's Investors
Service, Inc., or any successor to that service. If that
Monthly Average is no longer published, a substitute average
will be used. The substitute average must be acceptable to the
Insurance Commissioner of the state in which the Policy is
issued.
If the maximum loan interest rate for a Coverage Year is at
least 1/2% higher than the rate in effect for the prior
Coverage Year, We may increase the rate to not more than the
new maximum. If the maximum loan interest rate for a Coverage
Year is at least 1/2% lower than the rate in effect for the
prior Coverage Year, We will decrease the rate to not more
than that new maximum.
Interest will accrue daily from the date of the loan, and is
due on each anniversary of the Coverage Year. Unpaid interest
will be added to existing debt, and will bear interest at the
same rate.
The initial Adjustable Loan Interest Rate is shown in the
Specifications. We will give 30 days advance written notice
before the start of each Coverage Year of the interest rate for
the new Coverage Year. If there is an existing Loan on this
Certificate, We will give You at least 15 days advance notice
of any increase or decrease in the Adjustable Loan Interest
Rate.
EFFECTS OF A LOAN: A loan will be taken out of the Divisions and
a repayment or Loan interest payment will go into the
Divisions. A Loan reduces the Investment Value while repayment
or Loan interest payment increases it. Unless You specifies
otherwise, Loans, repayments, and Loan Interest payments will
be allocated in proportion to the Investment Value in each
Division as of the date of the Loan, repayment, or Loan
interest payment. A Loan, whether or not repaid, will have a
permanent effect on the Cash Surrender Value and may have a
permanent effect on the death benefit. If not repaid, the Loan
will reduce the amount of death proceeds. If on any business
day there is a Loan outstanding and the Cash Surrender Value
is negative, We will send an overloan notice to You, We will
terminate this Certificate 31 days after We send the overloan
notice. We will notify anyone who holds this Certificate as
collateral at their last known address.
GVL95(C)
12
<PAGE>
- ------------------------------------------------------------------------------
SECTION VIII - PREMIUM PAYMENTS
- ------------------------------------------------------------------------------
PREMIUM Additional premiums may be paid at any time while coverage is
PAYMENTS in force. We reserve the right to request evidence of
insurability satisfactory to Us before We accept any premium
payment which would increase the Net Amount at Risk. Unless
specified otherwise, if there is any Debt, any additional
premium payment will be used as a Loan repayment with any
excess applied as an additional premium payment.
We also reserve the right to return any premium that would
cause this Certificate to be disqualified as life insurance
under Section 7702 of the Internal Revenue Code, as amended.
The initial premium payment is required to put this
Certificate in effect. The amount and allocation of the
initial premium payment is shown in the Specifications.
On the date We receive and accept a premium payment the
Variable Insurance Amount will reflect such payment.
GRACE PERIOD: A grace period of 61 days will be allowed
following the date We mail to You notice that the Cash
Surrender Value is insufficient to pay the Expense Charges
and Insurance Charges due. Unless You have given Us written
notice of termination in advance of the date of termination of
any Certificate, insurance will continue in force during the
grace period. You will be liable to Us for all Expense Charges
and Insurance Charges then unpaid for the period this
Certificate remains in force.
REINSTATE CERTIFICATE: Reinstatement of a Certificate may be
requested within three (3) years of the date of lapse.
Reinstatement will not be allowed after the death of the
Insured, if this Certificate was surrendered for its Cash
Surrender Value or if the Policy was discontinued.
The cost to reinstate is a premium large enough to keep the
coverage under this Certificate in force for at least three
(3) months following the date of reinstatement.
The effective date of reinstatement is the date We accept the
request for reinstatement. We will not require evidence of
insurability to reinstate within one month after the end of
the grace period if the Insured is alive. In other cases, We
will require evidence of insurability satisfactory to Us.
GVL95(C)
13
<PAGE>
- ------------------------------------------------------------------------------
SECTION IX - ALLOCATIONS
- ------------------------------------------------------------------------------
ALLOCATIONS PREMIUMS: The premium less premium loading shown
in the Specifications is allocated to selected Divisions on
the date We receive and accept it. The initial allocation is
shown in the Specifications. Additional premiums will be
allocated on the same percentage basis unless a change is
requested by You and agreed upon by Us (see ALLOCATION CHANGE
FOR FUTURE PREMIUMS). On the date We receive and accept an
additional premium payment the increase in the Investment
Value will be allocated to the Divisions.
REALLOCATION OF INVESTMENT VALUE: The Investment Value can be
reallocated among the Divisions. The number of changes allowed
each Coverage Year is shown in the Specifications. To make any
change satisfactory notice must be given to Us. We may defer
making such a change for up to 7 business days from receipt of
such notice. Restrictions for reallocation into and out of the
Divisions are shown in the Specifications.
If on any Processing Date Debt exceeds the Loan Account Value,
the amount of the excess will be reallocated to the Loan
Account from the Divisions in proportion to the Investment
Value in each Division on such date. Such a reallocation will
not affect restrictions on or charges for any other
reallocations.
ALLOCATION CHANGES FOR FUTURE PREMIUMS: The percentage
allocation of the invested portion of future premiums to the
Divisions can be changed. Percentage must be in whole numbers.
To make changes, We must be notified of the new percentages
in a form satisfactory to Us. Any change will take effect with
respect to premiums received on or after receipt of such
notice.
ALLOCATION OF CHARGES: All Expense and Insurance Charges
deducted from the Investment Value on a Processing Date may be
allocated to the Charge Deduction Division as shown in the
Specifications. If no Charge Deduction Division is elected,
these deductions will be made from the Divisions in proportion
to the Investment Value in each Division.
If the amount of the Investment Value of the Charge Deduction
Division is less than required to cover all charges due on such
date:
1. We will apply the Investment Value of the Charge Deduction
Division to the charges due and set the Investment Value in
the Division to zero; and
2. Any additional amount due will be allocated among the
remaining Divisions in the proportion that each Division's
Investment Value bears to the total Investment Value.
GVL95(C)
14
<PAGE>
- -------------------------------------------------------------------------------
SECTION X -- CASH VALUE OF BENEFITS
- -------------------------------------------------------------------------------
CASH VALUE GENERAL: The insurance benefits under the Policy are provided
OF BENEFITS through investments made in Our separate account.
SEPARATE ACCOUNTS: These accounts are separate from Our General
Account and any other separate accounts We may have. They
support variable life insurance benefits and are used for other
purposes permitted by applicable laws and regulations. We own
the assets in the separate accounts. Assets equal to the
reserves and other liabilities of the accounts will not be
charged with liabilities from any other business We conduct.
We may transfer to Our General Account assets exceeding the
reserves and other liabilities of the separate accounts.
The separate accounts are governed by the laws of Our state
of domicile.
Income and realized and unrealized gains or losses from assets
in the separate accounts are credited to or charged against the
accounts without regard to other income, gains or losses in Our
other investment accounts.
CHANGES WITHIN A SEPARATE ACCOUNT: We may at times, make
additional separate account Divisions available to you. We may
also eliminate Divisions, combine two or more Divisions or
substitute a new portfolio for the portfolio in which a
Division invests. We will obtain required regulatory approvals
to the affect the aforementioned changes, if any.
Subject to any required regulatory approvals, We have the right
to transfer assets of a separate account or of a Division to
another separate account or Division or combine the separate
account with other separate accounts.
INVESTMENT VALUE IN EACH DIVISION: On the Coverage Date the
Investment Value is allocated to each Division as shown in
the Specifications.
Thereafter, the Investment Value in each Division is:
1. The Investment Value of the Division at the end of the last
Valuation Period.
2. Multiply (1) by the Division's net rate of return for the
current Valuation Period.
3. Add (1) and (2).
4. Add to (3) any experience credits not paid in cash, any
premium payments (less any deductions shown in the
Specifications) allocated to the Division during the current
Valuation Period.
5. Add or subtract reallocations to or from that Division during
the current Valuation Period.
6. Add or subtract from (5) any amounts allocated to the
Division during the current Valuation Period because of a
Loan, Loan interest payment, Loan repayment or partial
withdrawal.
7. If a processing date occurs during the current Valuation
Period, subtract from (6) the amounts allocated to that
Division for:
a. Administrative Expense Charges; and
b. Insurance Charges.
Amounts in (7) will be allocated to each Division in the
proportion that (6) bears to the Investment Value, unless
a Charge Deductions Division applies.
8. If the charges in (7) exceed the amount in (6), first
calculate the Cash Surrender Value for the amount of any
overdue charges and then set the Investment Value in each
Division to zero.
GVL95(C)
15
<PAGE>
- -------------------------------------------------------------------------------
SECTION X -- CASH VALUE OF BENEFITS
- -------------------------------------------------------------------------------
CASH VALUE CASH VALUE DEDUCTIONS:
OF BENEFITS
(CONTINUED) COST OF INSURANCE: We will deduct the cost of insurance on each
Processing Date as follows:
1. We determine the death benefit as of the beginning of the
Processing Period, and discount it with interest for one
month since deaths are assumed to occur at the end of each
month.
2. We subtract from (1) the Cash Value as of the beginning of
the Processing Period.
3. We determine the current cost of insurance rate based on
the [sex,] Attained Age, and underwriting class.
4. We multiply (2) by (3).
We may reduce or increase the cost of insurance rates from time
to time. The change will never be retroactive. The rates will
never be more than the guaranteed maximum cost of insurance
rates shown in the Specifications.
OTHER DEDUCTIONS: Expense Charges are shown in the
Specifications. The cost of any benefits from riders is also
shown in the Specifications.
CHANGES IN CHARGES: Changes in Expense Charges, Insurance
Charges, Separate Account Charges or Surrender Charges will be
by class and based upon charges in future expectations for such
elements as: mortality, persistency, expenses and taxes.
MEASUREMENT OF INVESTMENT EXPERIENCE FOR DIVISIONS: The
investment experience of a separate account Division is
determined at the end of each Division's Valuation Period.
We use an index to measure changes in experience during a
Valuation Period. The index is set at $10 when the first
investments in a Division are made. The index for a current
Valuation Period equals the index for the last Valuation
Period multiplied by the experience factor for the current
Valuation Period.
THE EXPERIENCE FACTOR:
[UNIT SEPARATE ACCOUNT] DIVISIONS: The experience factor for a
Valuation Period reflects the investment experience of the
portfolio in which the Division invests and the charges
assessed to the Division. The factor is calculated as
follows:
1. Calculate the net asset value at the end of a current
Valuation Period of a Division's corresponding portfolio.
2. Add the amount of any dividend or capital gains distribution
declared during the current Valuation Period for such
portfolio. Subtract a charge for taxes, if any.
3. Divide (2) by the net asset value of the portfolio at the
end of the last Valuation Period.
4. Subtract the Separate Account Charges for each Division
shown in the Specifications for each day in the Valuation
Period.
Calculations for Divisions investing in open ended investment
management companies are on a per unit basis. Calculations for
Divisions investing in mutual fund portfolios are made on a
per share basis.
GVL95(C)
16
<PAGE>
- -------------------------------------------------------------------------------
SECTION X -- CASH VALUE OF BENEFITS
- -------------------------------------------------------------------------------
CASH VALUE [MANAGED SEPARATE ACCOUNT DIVISIONS: The experience factor
OF BENEFITS reflects the investment experience of each Division as well as
(CONTINUED) the charges assessed against such Division. The factor is
calculated as follows:
1. Calculate the value of net assets in the Division at the
end of the preceding Valuation Period. The net assets in a
Division are equal to the total assets of the Division
less the total liabilities of the Division.
2. Calculate the value of the net assets in the Division as of
the end of the current Valuation Period before crediting
payments received and processed or charging redemptions
made and processed in the current Valuation Period and
including charges for advisory and management costs for each
day in the current Valuation Period.
3. Divide (2) by (1).
4. Subtract the daily mortality and expense risk charge for each
day in the current Valuation Period.
5. Subtract any daily charge for taxes for each day in the current
Valuation Period.]
NET RATE OF RETURN FOR A DIVISION: The net rate of return during a
Valuation Period is the experience factor for that Valuation
Period minus one.
GVL95(C)
17
<PAGE>
- -------------------------------------------------------------------------------
SECTION XI - GENERAL PROVISIONS
- -------------------------------------------------------------------------------
GENERAL INCONTESTABILITY: The Insured's coverage will not be contested
PROVISIONS after it has been in effect during the Insured's lifetime for
two years from the effective date of coverage.
We can contest the validity of the coverage if any material
misstatements are made in the initial [enrollment form] or
other document required to put coverage in force. We can also
contest any amount payable because of a requested increase in
Face Amount if any material misstatements are made in any
document required when the Face Amount was increased.
The amount of insurance attributable to a premium payment that
increases the Net Amount at Risk will be incontestable after it
has been in effect during the Insured's lifetime for two years
from the date We receive and accept such premium payment.
SUICIDE: If the Insured dies by suicide, while sane or insane,
within two years from the Coverage Date, Our liability will be
limited to the return of the Cash Surrender Value.
If the Insured dies by suicide, while sane or insane, within
two years from the effective date of a requested increase in
Face Amount, Our liability for such increase will be limited to
the return of cash value deductions (described in the CASH
VALUE OF BENEFITS Section) made.
If the insured dies by suicide, while sane or insane, more than
two years after the Coverage Date but within two years from the
date We receive and accept a premium payment which resulted in
an increase in the Net Amount at Risk, Our liability with
respect to coverage attributable to such payment is limited to
the return of such cash value deductions (described in the CASH
VALUE OF BENEFITS Section) made for such increase in the Net
Amount at Risk.
ASSIGNMENT: The benefits can be assigned by You [subject to Our
approval]. This does not change ownership and all rights are
subject to the terms of the assignment. To make or release an
assignment, We must receive written notice satisfactory to Us
at Our Customer Service Center. We are not responsible for the
validity of any assignment.
OWNER: While the Insured is living, and while this Certificate
is in effect under the Policy, You may name a new Owner
[subject to Our approval]. Written notice of any change must be
given to Us in a form satisfactory to Us. The change will take
effect the date the notice is signed. However, the change will
not affect any payment made or action taken by Us before We
received the notice of change at Our Customer Service Center.
MISSTATEMENT OF AGE [OR SEX]: If the age [or sex] of the Insured
is misstated the amount of any benefits will be adjusted. The
amount of the adjustment will be:
1. The amount of insurance which the cost of insurance for the
Processing Period would have purchased using the cost of
insurance for the correct age [and sex]; less
2. The amount of insurance actually used in calculating the
cost of insurance for the Processing Period.
If the age is misstated in such a way that the Insured was not
eligible for coverage under the Policy, Our liability will be
limited to a return of the premiums paid less any partial
withdrawals that have been made and any outstanding Debt.
VALUE REPORTS: We will send You reports at the times agreed
upon by You and Us, but not less often than annually. The report
will show the Face Amount, death benefit, Cash Surrender Value
and any Loan as of such date. The report will also show the
allocation of the Investment Value on such date and any changes
since the last report. The report will also include any other
information required by the insurance regulatory authority of
the jurisdiction in which the Policy is issued.
GVL95(C)
18
<PAGE>
- -------------------------------------------------------------------------------
SECTION XI - GENERAL PROVISIONS
- -------------------------------------------------------------------------------
GENERAL POLICY CHANGES-APPLICABLE TAX LAW: To receive the tax treatment
PROVISIONS accorded life insurance under Federal law, insurance under the
(CONTINUED) Policy must qualify initially and continue to qualify as life
insurance under the Internal Revenue Code or successor law. To
maintain such qualification, We reserve the right to return any
premium payments or to reject any requests for change in an
Insured's coverage. Further, We reserve the right to make
changes in the Policy or its riders or to make distributions to
the extent We deem necessary to continue to qualify as life
insurance. Any such changes will apply to all Certificates that
are affected. You will be given advance written notice of such
change.
PAYMENTS WE MAY DEFER: We may not be able to determine the
value of the assets of the separate account Divisions because:
1. the NYSE is closed for trading:
2. the SEC determines that a state of emergency exists; or
3. an order of the SEC permitting a delay for the protection of
Owners.
During such times, We may delay:
1. determination and payment of partial withdrawals, Cash
Surrender Values and Loan requests;
2. determination and payment of any death proceeds in excess of
the Face Amount; and
3. allocation changes of the Cash Value.
We may, at any time, defer payment of partial withdrawals, Cash
Surrender Values or Loan requests up to 7 business days of a
written request for amounts in the Divisions. For Divisions
which are not valued on each business day, We may defer until
the next Valuation Day:
1. determination and payment of partial withdrawals, Cash
Surrender Values and Loans;
2. determination and payment of any death proceeds in excess of
the Face Amount; and
3. reallocation of the Cash Value.
[We may defer payment of the partial withdrawals, Cash
Surrender Values or Loan requests on illiquid security
investments to the date such securities become available
without penalty. If payment is not deferred, a Surrender Charge
as shown in the Specifications will be imposed to cover penalty
costs for any premature withdrawals.]
CLAIMS OF CREDITORS: Proceeds described in this Certificate
will be free from creditors' claims to the extent allowed by
law.
TO CLAIM DEATH PROCEEDS: Contact Our Customer Service Center
for instructions. Proceeds are usually paid within 7 business
days after receipt of due proof of death and all other
requirements.
FACILITY OF PAYMENT: If no beneficiary is named, We reserve the
right to pay an amount not to exceed $2,000 to any person We
determine to be entitled to such amount by reason of incurred
expenses incident to the last illness or death of the Insured.
GVL95(C)
19
<PAGE>
[SEAL]
Exhibit I(A)(6)
SECOND AMENDMENT OF RESTATED ARTICLES
ITT LIFE INSURANCE CORPORATION
Amendment of Restated Articles in duplicate are hereby executed by the
undersigned, William E. Sweeney, President, and L. L. Kohlkof, Vice President
and Secretary, of ITT Life Insurance Corporation, a Wisconsin corporation as
follows:
On March 15, 1993, the following amendment to the Restated Articles of
Incorporation of ITT Life Insurance Corporation was duly adopted by the
written consent of all the shareholders and the Company's Board of
Directors:
RESOLVED, that the First and Second Articles of the Company's Restated
Articles of Incorporation be and are hereby amended and restated as
follows. All other Articles of the Restated Articles of Incorporation
are unchanged and continue in full force and effect.
"FIRST: The name of the Corporation is ITT Hartford Life and
Annuity Insurance Company."
"SECOND: the name of the Registered Agent of the Corporation is
CT Corporation Systems and the address of the
Registered Office is 44 East Miffilin Street, Madison,
Wisconsin 53703."
FURTHER RESOLVED, that the directors and officers of the Company be
and they are hereby authorized and directed to take whatever action
may be required by law to give effect to this amendment of the
Restated Articles of Incorporation.
Dated: March 15, 1993 /s/ William E. Sweeney
- ------------------------------------- ------------------------------------
William E. Sweeney, President
(Seal)
/s/ L. L. Kohlhof
------------------------------------
L. L. Kohlhof, Vice President
& Secretary
<PAGE>
STATE OF MINNESOTA)
) SS
COUNTY OF HENNEPIN)
On this 15th day of March, 1993, before me appeared William E. Sweeney, to me
personally known, who, being by me duly sworn, did say that he is the President
of ITT Life Insurance Corporation, and that the seal affixed to the foregoing
instrument is the corporate seal of the corporation, and that the instrument was
executed in behalf of the corporation by authority of its Board of Directors,
and said William E. Sweeney acknowledges the instrument to be the free act and
deed of the corporation.
/s/ Tami L. Johnson
[SEAL] ---------------------------------------
Notary Public
My commission expires on
9/10/97
STATE OF MINNESOTA)
) ss
COUNTY OF HENNEPIN)
On this 15th day of March, 1993, before me appeared L. L. Kohlhof, who
acknowledges himself to be the Vice President and Secretary of ITT Life
Insurance Corporation, and that he, as such Secretary by authority to do so,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation by himself as Secretary.
/s/ Tami L. Johnson
---------------------------------------
Notary Public
My commission expires on
9/10/97
[SEAL]
<PAGE>
Certificate to Copy of Document on File
STATE OF WISCONSIN
OFFICE OF THE COMMISSIONER OF INSURANCE
The Commission of Insurance of the State of Wisconsin certifies
that the attached copy of
AMENDMENT OF RESTATED ARTICLES
for ITT LIFE INSURANCE CORPORATION
is a true and correct copy of the original original on file
with the Office of the Commissioner of Insurance
Dated Madison, Wisconsin this 8th day of August, 1984
Thomas P. Fox
Commissioner of Insurance
<PAGE>
AMENDMENT OF RESTATED ARTICLES
ITT LIFE INSURANCE CORPORATION
Amendment of Restated Articles in duplicate are hereby executed by the
undersigned, Robert W. MacDonald, President, and L. L. Kohlhof, Vice
President and Secretary, of ITT Life Insurance Corporation, a Wisconsin
corporation, as follows:
On July 27, 1984 the following amendment to the Restated Articles
of Incorporation of ITT Life Insurance Corporation was duly adopted
by the written consent of all the shareholders and the Company's
Board of Directors:
RESOLVED, That the Fourth Article of the corporation's Restated
Articles of Incorporation be and it is hereby amended and
restated as follows. All other Articles of the Restated Articles
of incorporation are unchanged and to continue in full force
and effect.
"Fourth: The aggregate number of shares which the corporation
shall have authority to issue is 2,000 shares consisting of
one class only, designated as Common Shares, of the par value
of $1.B) per share."
FURTHER RESOLVED, That the directors and officers of the corporation
xx and they are hereby authorized and directed to take whatever
action may be required by law to give effect to this amendment of
the Restated Articles of Incorporation.
Dated: August 6, 1984 /s/ Robert W. MacDonald
----------------------- ------------------------------
Robert W. MacDonald, President
/s/ L. L. Kohlhof
-------------------------------
L. L. Kohlhof, Vice President &
Secretary
<PAGE>
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )
On this 6th day of August, 1984, before me appeared Robert W. MacDonald,
to me personally known, who, being by me duly sworn, did say that he is
the President of ITT Life Insurance Corporation, and that the seal affixed
to the foregoing instrument is the corporate seal of the corporation, and
that the instrument was executed in behalf of the corporation by authority
of its Board of Directors, and said Robert W. MacDonald acknowledged the
instrument to be the free act and deed of the corporation.
/s/ Steven Puck
---------------------
Notary Public
My commission expires on
October 22, 1985 (SEAL)
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )
On this 6th day of August, 1984, before me appeared L. L. Kohlhof, who
acknowledged himself to be the Vice President and Secretary of ITT Life
Insurance Corporation, and that he, as such Secretary by authority to do
so, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation by himself as Secretary.
/s/ Steven Puck
---------------------
Notary Public
My commission expires on
October 22, 1985 (SEAL)
Filed
State of Wisconsin
Office of the
Commissioner of Insurance
AUG xx 1984
<PAGE>
RESTATED ARTICLES OF INCORPORATION
ITT LIFE INSURANCE CORPORATION
These Restated Articles of Incorporation give effect to amendments of the
Articles of Incorporation and otherwise purport merely to restate all those
provisions already in effect. These Restated Articles of Incorporation have
been adopted by the sole shareholder and shall supersede and take the place of
the heretofore existing Articles of Incorporation and amendments thereto.
FIRST: The name of the corporation is ITT Life Insurance Corporation.
SECOND: The address of the Registered Office of the Corporation is Whyte
and Hirschboeck. 111 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. The
name of the Registered Agent at such address is Joseph C. Branch.
THIRD: The Corporation may make insurance upon lives, may grant and issue
annuities, either in connection with or separate from contracts of insurance
predicated upon life risks, may issue policies stipulated to be with or without
participation in profits, may issue policies or certificates of insurance
against loss of life or personal injury resulting from any cause, and against
loss resulting from disease or accident, and against any other casualty or risk
which may be subject to life, accident or health insurance. Said Corporation
in addition to the foregoing is authorized generally to do a life, accident
and health insurance business, and is authorized to insure against any and all
hazards against which life, accident and health insurance companies are
authorized to insure by the laws of this state, or of any other state or
territory of the United States or foreign countries in which the company may
be licensed to carry on business. In addition to the forgoing powers, the
purposes of said Corporation are all those permitted by Section 610.21 of
the Wisconsin Statutes.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 2,000 shares consisting of one class only, designated as
Common Shares, of the par value of $1,000 per share.
FIFTH: No shareholder shall, because of his ownership of shares, have a
preemptive or other right to purchase, subscribe for, or take any part of any
shares or any part of the notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of this
corporation issued, optioned, or sold by it after its incorporation.
<PAGE>
-2-
SIXTH: Amendments to these Articles of Incorporation may be made at any
special meeting of shareholders duly called for that purpose, or at any annual
meeting of shareholders, provided that a statement of the nature of the proposed
amendment is included in the Notice of Meeting, upon receiving the affirmative
vote of the holders of at least two-thirds of the shares entitled to vote
thereon.
Dated: March 26, 1982 ITT Life Insurance Corporation
By /s/ Raymond H. Beck
---------------------------------
Raymond H. Beck
Chairman of the Board
Attest:
/s/ William A. McMahon
- -----------------------------------
William A. McMahon
Secretary
This document was drafted Filed State of Wisconsin
by: William A. McMahon Office of the Commissioner of
Insurance
April 12, 1982
<PAGE>
BYLAWS
OF
ITT LIFE INSURANCE CORPORATION
EFFECTIVE JANUARY 8, 1980
<PAGE>
ARTICLE I
Name - Home Office
Section 1. This company shall be named ITT Life Insurance Corporation.
Section 2. The Company may have such principal and other business offices,
either within or without the State of Wisconsin, as the Board of Directors may
designate, or as the business of the Company may require.
Section 3. The registered office of the Company required by law to be
maintained in the State of Wisconsin may be, but need not be, identical with
the principal office in the State of Wisconsin.
ARTICLE II
Stockholders' Meetings - Notice - Quorum - Right to Vote
Section 1. All meetings of the stockholders shall be held at the principal
business office of the Company unless the Board of Directors shall otherwise
provide and direct.
Section 2. The annual meeting of the stockholders shall be held on such day and
at such hour as the Board of Directors may decide. For cause the Board of
Directors may postpone or adjourn such annual meeting to any other time during
the year.
Section 3. Special meetings of the stockholders may be called by the Board of
Directors, the Executive Committee, the Chairman or Vice Chairman of the Board,
the President or any Vice President.
Section 4. Notice of stockholders' meetings shall be delivered to each
stockholder, either personally or by mail at his address as it appears on the
records of the Company, at least seven days prior to the meeting. The notice
shall state the place, date and time of the meeting and shall specify all
matters proposed to be acted upon at the meeting.
Section 5. At each annual meeting the stockholders shall choose Directors as
hereinafter provided.
Section 6. Each stockholder shall be entitled to one vote at all meetings of
the Company for each share of stock held by such stockholder. Proxies may be
authorized by written power of attorney.
<PAGE>
- 2 -
Section 7. A majority of the total number of shares entitled to vote,
represented in person or by proxy, shall constitute a quorum.
Section 8. Each stockholder shall be entitled to a certificate of stock which
shall be signed by the President or a Vice President, and either the Treasurer
or an Assistant Treasurer of the Company, and shall bear the seal of the
Company, but such signatures and seal may be facsimile.
ARTICLE III
Directors - Meetings - Quorum
Section 1. The property, business and affairs of the Company shall be managed
by a board of not less than three nor more than twenty Directors, who shall be
chosen by the stockholders at each annual meeting. Vacancies occurring between
annual meetings may be filled by the affirmative vote of a majority of the
Directors then in office. Each Director shall hold office until the next annual
meeting of stockholders and until his successor is chosen and qualified.
Section 2. Meetings of the Board of Directors may be called by the direction of
the Chairman of the Board, the President, or any three Directors.
Section 3. Three days' notice of meetings of the Board of Directors shall be
given to each Director, either personally or by mail or telegraph, at his
residence or usual place of business, but notice may be waived, at any time, in
writing, and attendance of a director at a meeting shall constitute a waiver of
notice of such meeting except where a director attends a meeting and objects
thereat to the transaction of any business on grounds that the meeting was not
lawfully called or convened.
Section 4. A majority of the number of existing directorships, but not less than
two Directors, shall constitute a quorum.
ARTICLE IV
Election of Officers - Duties of Board of
Directors and Executive Committee
Section 1. The Board of Directors shall annually elect a President, a Secretary
and a Treasurer. It may elect a Chairman of the Board, a Vice Chairman of the
Board and such Vice Presidents, other Secretaries, Assistant Secretaries,
Assistant Treasurers and other officers as it may determine. All officers of
the Company shall hold office during the pleasure of the Board of Directors.
<PAGE>
-3-
Section 2. The Directors may fill any vacancy among the officers by election
for the unexpired term.
Section 3. The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors- The Executive Committee may
exercise all powers vested in and conferred upon the Board of Directors at any
time when the Board is not in session. A majority of the members of said
committee shall constitute a quorum. Meetings of the committee shall be called
whenever the Chairman of the Board, the President or a majority of its members
shall request.
Section 4. The Board of Directors may annually appoint from its own number a
Finance Committee of not less than three Directors, whose duties shall be as
hereinafter provided.
Section 5. The Board of Directors may, at any time, appoint such other
committees, not necessarily from its own number, as it may deem necessary for
the proper conduct of the business of the Company, which committees shall have
only such powers and duties as are specifically assigned to them by the Board of
Directors or the Executive Committee.
For all meetings, forty-eight hours' notice shall be given but notice may be
waived, at any time, in writing, and attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except where a director attends a
meeting and objects thereat to the transaction of any business on grounds that
the meeting was not lawfully called or convened.
Section 6. The Board of Directors may authorize corporate contributions, in such
amounts as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.
ARTICLE V
Officers
Chairman of the Board
and
Vice Chairman of the Board
Section 1. The Chairman of the Board shall preside at the meetings of the
Board of Directors and the Executive Committee and, in the absence of the
Chairman of the Finance Committee, at the meetings of
<PAGE>
-4-
the Finance Committee. In the absence or inability of the Chairman of the Board
to so preside, the Vice Chairman shall preside in his place if there be one,
otherwise the President shall preside.
Section 2. The Vice Chairman of the Board shall, in the absence of the Chairman
of the Board, exercise the powers and perform the duties of the Chairman of the
Board. He shall perform such other duties and have such other powers as may be
assigned to him by the Board of Directors.
President
Section 3. The President, unless the Board of Directors shall otherwise order
pursuant to Section 7 below, shall be the chief executive officer of the Company
and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the Company. Unless
the Board of Directors shall provide otherwise, he shall, when present, preside
at all meetings of the shareholders and shall preside at all meetings of the
Board of Directors unless the Board shall have elected a Chairman of the Board
of Directors. He shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to appoint such agents and employees of
the Company as he shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents and employees
shall hold office at the discretion of the President. Except as otherwise
provided in these Bylaws or by resolution of the Board of Directors, the
President shall have authority to sign, execute and acknowledge, on behalf of
the Company all contracts, reports and other documents or instruments necessary
or proper to be executed in the course of the Company's regular business, or
which shall be authorized by resolution of the Board of Directors; and except as
otherwise provided by law or the Board of Directors, he may authorize any Vice
President or other officer or agent of the Company to sign, execute and
acknowledge such documents or instruments in his place and stead. In general,
he shell perform all duties incident to the office of the chief executive
officer and such other duties as may be prescribed by the Board of Directors
from time to time.
If the President is not the chief executive officer, he shall have such duties
and authority as prescribed by the Board of Directors or the chief executive
officer.
<PAGE>
-5-
Section 4. In the absence or inability of the President to perform his duties,
the Board or the Chairman thereof may designate a Vice President to exercise the
powers and perform the duties of the President during such absence or inability.
Secretary
Section 5. The Secretary shall keep a record of all the meetings of the
Company, of the Board of Directors and of the Executive Committee, and he shall
discharge all other duties specifically required of the Secretary by law.
The other Secretaries and the Assistant Secretaries shall perform such duties as
may be assigned to them by the Board of Directors or by their senior officers
and any Secretary or Assistant Secretary may affix the seal of the Company and
attest it and the signature of any officer to any and all instruments.
Treasurer
Section 6. The Treasurer shall keep, or cause to be kept, full and accurate
accounts of the Company. He shall see that the funds of the Company are
disbursed as may be ordered by the Board of Directors, the Finance Committee or
a duly authorized individual. He shall have charge of all moneys paid to the
Company and shall deposit such to the credit of the Company or in any other
properly authorized name, in such banks or depositories as may be designated in
a manner provided by these bylaws. He shall also discharge all other duties
that may be required of him by law.
Other Officers
Section 7. The other officers shall perform such duties as may be assigned to
them by the President or the Board of Directors. The Board of Directors may
designate the Chairman of the Board or the Vice Chairman as the chief executive
officer of the Company. In such event that person shall assume all authority,
power, duties and responsibilities otherwise appointed to the President pursuant
to Section 3 above, and all references to the President in these bylaws shall
be regarded as references to the Chairman of the Board or Vice Chairman, as the
case may be, as such chief executive officer, except where a contrary meaning is
clearly required, and provided that in no case shall that person be empowered in
place of the President to sign the certificates for shares of stock of the
Company.
<PAGE>
-6-
ARTICLE VI
Finance Committee
Section 1. If a Finance Committee is established it shall be the duty of that
committee to supervise the investment of the funds of the Company in securities
in which insurance companies are permitted by law to invest, and all other
matters connected with the management of investments. If no Finance Committee
is established, this duty shall be performed by the Board of Directors.
Section 2. All loans or purchases for the investment and reinvestment of the
funds of the Company shall be submitted for approval to the Finance Committee,
if not specifically approved by the Board of Directors.
Section 3. Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.
Section 4. Transfers of stock and registered bonds, deeds, leases, releases,
sales, mortgages chattel or real, assignments or partial releases of mortgages
chattel or real, and in general all instruments of defeasance of property and
all agreements or contracts affecting the same, except discharges of mortgages
and entries to foreclose the same as hereinafter provided, shall be authorized
by the Finance Committee or the Board of Directors, and be executed jointly for
the Company by two persons, to wit: the Chairman of the Board, the Vice
Chairman, the President or a Vice President, and a Secretary, the Treasurer or
an Assistant Treasurer, but may be acknowledged and delivered by either one of
those executing the instrument; provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as aforesaid, or any
person specially authorized by the Finance Committee as attorney for the
Company, may make entry to foreclose any mortgage, and a Secretary, the
Treasurer or an Assistant Treasurer alone is authorized, without the necessity
of further authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.
Section 5. The Finance Committee may fix times and places for regular
meetings. No notice of regular meetings shall be necessary. Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.
<PAGE>
-7-
Section 6. In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President, a
Vice President or the Treasurer shall have the power to vote or execute proxies
for voting any shares held by the Company.
ARTICLE VII
Funds
Section 1. All monies belonging to the Company shall be deposited to the
credit of the Company, or in such other name as the Finance Committee, the
Chairman of the Finance Committee or such executive officers as are designated
by the Board of Directors shall direct, in such bank or banks as may be
designated from time to time by the Finance Committee, the Chairman of the
Finance Committee or by such executive officers as are designated by the Board
of Directors. Such monies shall be drawn only on checks or drafts signed by any
two executive officers of the Company, provided that the Board of Directors may
authorize the withdrawal of such monies by check or draft signed with the
facsimile signature of any one or more executive officers, and provided further,
that the Finance Committee may authorize such alternative methods of withdrawal
as it deems proper.
The Board of Directors, the President, the Chairman of the Finance Committee, a
Vice President, or such executive officers as are designated by the Board of
Directors may authorize withdrawal of funds by checks or drafts drawn at offices
of the Company to be signed by Managers, General Agents or employees of the
Company, provided that all such checks or drafts shall be signed by two such
authorized persons, except checks or drafts used for the payment of claims or
losses which need be signed by only one such authorized person, and provided
further that the Board of Directors of the Company or executive officers
designated by the Board of Directors may impose such limitations or restrictions
upon the withdrawal of such funds as it deems proper.
ARTICLE VIII
Liability and Indemnity
Section 1. No person shall liable to the Company for any loss or damage
suffered by it on account of any action taken or omitted to be taken by him as a
director or officer of the Company, or of any other company, partnership, joint
venture, trust or other enterprise for which he serves as a director, officer
or employee at the
<PAGE>
-8-
request of the Company, in good faith, if such person (a) exercised and used the
same degree of care and skill as a prudent man would have exercised or used
under the circumstances in the conduct of his own affairs, or (b) took or
omitted to take such action in reliance upon advice of counsel for the Company
or upon statements made or information furnished by officers or employees of the
Company which he had reasonable grounds to believe to be true. The foregoing
shall not be exclusive of other rights and defenses to which he may be entitled
as a matter of law.
Section 2. The Company shall indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, (other than one by or in the right of the Company) by
reason of the fact that he is or was a director, officer or employee of the
Company, or is or was serving at the request of the Company as a director,
officer or employee of another company, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding had reasonable
cause to believe that his conduct was unlawful.
Section 3. The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, by or in the right of the Company to procure a judgement in
its favor by reason of the fact that he is or was a director, officer or
employee of the Company, or is or was serving at the request of the Company as a
director, officer or employee of another company, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability and in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.
<PAGE>
-9-
Section 4. Expenses, including attorneys' fees, incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or employee to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company as authorized hereby.
Section 5. The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any statute, bylaw, agreement, vote of shareholders or of disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer or employee and shall inure
to the benefit of the heirs, executors and administrators of such a person.
ARTICLE IX
Amendment of Bylaws
Section 1. The Directors shall have power to adopt, amend and repeal such
bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.
Section 2. The stockholders at any annual or special meeting may amend or
repeal these bylaws or adopt new ones if the notice of such meeting contains a
statement of the proposed alteration, amendment, repeal or adoption of the
substance thereof. Bylaws amended or adopted by the stockholders may be amended
or repealed by the Directors.
State of )
) ss.
County of ) 19
This is to certify that the foregoing is a true copy of the Bylaws of ITT Life
Insurance Corporation in full force and effect on this date.
Attest:
--------------------------------
Secretary
<PAGE>
ITT LIFE INSURANCE CORPORATION
RESOLUTION
On motion made and seconded, it was VOTED:
RESOLVED, That in accordance with Section 9.02 of ARTICLE IX of the By-
laws, the By-laws are hereby amended as follows:
Section 4.01 of ARTICLE IV is hereby amended to read as follows:
4.01. NUMBER. The principal officers of the corporation shall be a
Chairman of the Board, a Vice Chairman, (if the Board of Directors determines to
elect one or both of them), a President, such number of Vice Presidents as the
Board of Directors may from time to time elect, one or more of whom may be
designated Executive Vice President and one or more of whom may be designated
Senior Vice President, a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person, except the
offices of President and Vice President and President and Secretary. The duties
of the officers shall be those enumerated herein and any further duties
designated by the Board of Directors. The duties herein specified for
particular officers may be transferred to and vested in such other officers as
the Board of Directors shall elect or appoint, from time to time and for such
periods or without limitation as to time as the Board shall order.
Section 4.05 of ARTICLE IV is hereby amended to read as follows:
4.05. CHAIRMAN OF THE BOARD. VICE CHAIRMAN OF THE BOARD. The Chairman of
the Board (if the Board of Directors determines to elect one) shall preside at
all meetings of the Board of Directors and shall have such further and other
authority, responsibility and duties as may be granted to or imposed upon him by
the Board of Directors, including without limitation his designation pursuant to
Section 4.07 as chief executive officer of the corporation.
The Vice Chairman of the Board (if the Board of Directors determines to
elect one) shall have such duties and authority as may be granted to or imposed
upon him by the Board of Directors, including without limitation his designation
pursuant to Section 4.07 as chief executive officer of the corporation.
<PAGE>
Section 4.06 of ARTICLE IV is hereby amended to read as follows:
4.06. PRESIDENT. The President, unless the Board of Directors shall
otherwise order pursuant to Section 4.07, shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
corporation. Unless the Board of Directors shall provide otherwise, he shall,
when present, preside at all meetings of the shareholders and shall preside at
all meetings of the Board of Directors unless the Board shall have elected a
Chairman of the Board of Directors. He shall have authority, subject to such
rules as may be prescribed by the Board of Directors, to appoint such agents and
employees of the corporation as he shall deem necessary, to prescribe their
powers, duties and compensation, and to delegate authority to them. Such agents
and employees shall hold office at the discretion of the President. He shall
have authority to sign, execute and acknowledge, on behalf of the corporation,
all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and
all other documents or instruments necessary or proper to be executed in the
course of the corporation's regular business, or which shall be authorized by
resolution of the Board of Directors; and except as otherwise provided by law or
the Board of Directors, he may authorize any Vice President or other officer or
agent of the corporation to sign, execute and acknowledge such documents or
instruments in his place and stead. In general he shall perform all duties
incident to the office of the chief executive officer and such other duties as
may be prescribed by the Board of Directors from time to time. In the event the
Board of Directors determines not to elect a Chairman of the Board or in the
event of his absence or disability, the President shall perform the duties of
the Chairman of the Board and when so acting shall have all the powers of and be
subject to all of the duties and restrictions imposed upon the Chairman of the
Board.
If the President is not the chief executive officer, he shall have such
duties and authority as prescribed by the Board of Directors or the chief
executive officer.
Section 4.07 of ARTICLE IV is hereby amended to read as follows:
4.07. CHAIRMAN OR VICE CHAIRMAN OF THE BOARD AS CHIEF EXECUTIVE OFFICER.
The Board of Directors may designate the Chairman of the Board or the Vice
Chairman as the chief executive officer of the corporation. In such event that
person shall assume all authority, power, duties and responsibilities otherwise
appointed to the President pursuant to Section 4.06, and all references to the
President in these by-laws shall be regarded as references to the Chairman of
the Board or Vice Chairman, as the case may be, as such chief executive officer,
except where a contrary meaning is clearly required, and provided that in no
case shall that person be empowered in place of the President to sign the
certificates for shares of stock of the corporation.
<PAGE>
AMENDED AND RESTATED BY-LAWS AS ADOPTED
<PAGE>
ITT LIFE INSURANCE CORPORATION
INFORMAL ACTION OF SHAREHOLDERS
IN LIEU OF ANNUAL MEETING
July 2, 1974
The undersigned, holders of all the issued and outstanding shares of the
above named Wisconsin corporation, hereby consent in writing, pursuant to
Section 180.92 of the Wisconsin Business Corporation Law, to the following
action, such action to have the same force and effect as if taken by unanimous
vote at an annual meeting of the shareholders duly convened the date set forth
above.
1. Adopt Amended and Restated By-Laws in the form attached hereto.
2. Set the number of directors at nine (9) and elect the following
persons as such directors.
Merlin L. Alper David S. Davidson James C. Gerondale
Joseph C. Branch Wallace A. Hintz Harvey V. Mason
Howard T. Cohn William F. Higley James R. Ridley
3. The 1974 Annual Meeting of the Board of Directors will be held this
date at the office of the corporation in Thorp, Wisconsin.
IN WITNESS WHEREOF, the undersigned Shareholders of ITT Life Insurance
Corporation have executed this Informal Action of Shareholders in Lieu of Annual
Meeting to be filed as part of the minutes of said Corporation July 2, 1974.
ITT THORP CORPORATION LYNDON INSURANCE COMPANY
By /s/ xxx x. xxxxxxxx By /s/ xxxxx xxxxxxxx
---------------------------- ----------------------------------
Executive Vice President Executive Vice President
<PAGE>
AMENDED AND RESTATED BY-LAWS
OF
ITT LIFE INSURANCE CORPORATION
(a Wisconsin Life Insurance Corporation)
INTRODUCTION-
VARIABLE REFERENCES
Date of Adoption of these By-Laws: July 2, 1974
Date of Incorporation: June 14, 1965
0.01. Date of Annual Shareholders' meeting (see Section 2.01):
1ST TUESDAY JULY 1974
---------- -------------- ------------ --------------
(Week) (Day) (Month) (First Year)
*
0.02. Required notice of shareholders' meeting (see Section 2.04):
Not less than 10 days.
*
0.03. The number of directors shall be fixed from time to time by the
Shareholders, but shall not be less than three, and shall be three in the
absence of any action by the Shareholders fixing a different number. (see
Section 3.01).
*
0.04. Required notice of directors' meetings (see Section 3.05):
(a) Not less than 48 hours if by mail, and
(b) Not less than 24 hours if by telegram,
cable or radiogram, personal delivery,
or word of mouth, telephone or
radiophone.
*
0.05. The fiscal year shall begin on the first day of January and end on
the last day of December each year (see Section 8.02).
*
* These spaces are reserved for official notation of future amendments to these
sections.
<PAGE>
ARTICLE I. OFFICES
1.01. PRINCIPAL AND BUSINESS OFFICES. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.
1.02. REGISTERED OFFICE. The registered office of the corporation
required by law to be maintained in the State of Wisconsin may be, but need not
be, identical with the principal office in the State of Wisconsin, and the
address of the registered office may be changed from time to time by the Board
of Directors or the registered agent. The business office of the registered
agent of the corporation shall be identical to such registered office.
ARTICLE II. SHAREHOLDERS
2.01. ANNUAL MEETING. The annual meeting of the shareholders shall be
held in each year on the date set forth in Section 0.01, at the hour designated
in the written notice of said meeting given pursuant to Section 2.4, or at such
other time and date within thirty days before or after said date as may be fixed
by or under the authority of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in
the State of Wisconsin, such meeting shall be held on the next succeeding
business day. If the election of directors shall not be held on the day
designated herein, or fixed as herein provided, for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as conveniently may be.
2.02. SPECIAL MEETING. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
either the President, the Chairman of the Board (if the Board of Directors
determines to elect one), the Board of Directors, or by the holders of not less
than one-tenth of all shares of the corporation entitled to vote at the meeting.
2.03. PLACE OF MEETING. The Board of Directors may designate any place;
either within or without the State of Wisconsin, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Wisconsin, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the
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principal business office of the corporation in the State of Wisconsin or such
other suitable place in the county of such principal office as may be designated
by the person calling such meeting, but any meeting may be adjourned to
reconvene at any place designated by vote of a majority of the shares
represented thereat.
2.04. NOTICE OF MEETING. Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than the number of days
set forth in Section 0.02 (unless a longer period is required by law or the
articles of incorporation) nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or other officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock record
books of the corporation, with postage thereon prepaid.
2.05. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than fifty days and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the close of business on the date on
which notice of the meeting is mailed or on the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall be applied
to any adjournment thereof except where the determination has
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been made through the closing of the stock transfer books and the stated period
of closing has expired.
2.06. VOTING RECORDS. The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete record of the shareholders entitled to vote at
such meeting, or any adjournment thereof, with the address of and the number of
shares held by each, such records shall be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such record or transfer books or to
vote at any meeting of shareholders. Failure to comply with the requirements of
this section shall not affect the validity of any action taken at such meeting.
2.07. QUORUM. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or the articles of incorporation. Though less than a
quorum of the outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
2.03. CONDUCT OF MEETINGS. Except to the extent the Board of Directors
may otherwise provide, the President, and in his absence, a Vice President in
the order provided under Section 4.08, and in their absence, any person chosen
by the shareholders present shall call the meeting of the shareholders to order
and shall act as chairman of the meeting, and the Secretary of the corporation
shall act as secretary of all meetings of the shareholders, but, in the absence
of the Secretary, the presiding officer may appoint any other person to act as
secretary of the meeting.
2.09. PROXIES. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy appointed in writing by the shareholder
or by his duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. Unless
otherwise provided in the proxy, a proxy may be revoked at any time before it is
voted, either by written notice filed with the Secretary or the acting
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secretary of the meeting or by oral notice given by the shareholder to the
presiding officer during the meeting. The presence of a shareholder who has
filed his proxy shall not of itself constitute a revocation. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy. The Board of Directors shall have the power and
authority to make rules establishing presumptions as to the validity and
sufficiency of proxies.
2.10. VOTING OF SHARES. Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or classes are
enlarged, limited or denied by the articles of incorporation.
2.11. VOTING OF SHARES BY CERTAIN HOLDERS.
(a) OTHER CORPORATIONS. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the president
of such corporation or any other officer appointed by such president. A
proxy executed by any principal officer of such other corporation or
assistant thereto shall be conclusive evidence of the signer's authority
to act, in the absence of express notice to this corporation, given in
writing to the Secretary of this Corporation, of the designation of some
other person by the board of directors or the by-laws of such other
corporation.
(b) LEGAL REPRESENTATIVES AND FIDUCIARIES. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy,
receiver, or assignee for creditors may be voted by him, either in person
or by proxy, without a transfer of such shares into his name provided
that there is filed with the Secretary before or at the time of meeting
proper evidence of his incumbency and the number of shares held. Shares
standing in the name of a fiduciary may be voted by him, either in person
or by proxy. A proxy executed by a fiduciary shall be conclusive
evidence of the signer's authority to act, in the absence of express
notice to this Corporation, given in writing to the Secretary of this
Corporation, that such manner of voting is expressly prohibited or
otherwise directed by the document creating the fiduciary relationship.
(c) PLEDGEES. A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into
the name of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.
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(d) TREASURY STOCK AND SUBSIDIARIES. Neither treasury shares,
nor shares held by another corporation if a majority of the shares
entitled to vote for the election of directors of such other corporation
is held by this corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares entitled to vote, but
shares of its own issue held by this Corporation in a fiduciary capacity,
or held by such other corporation in a fiduciary capacity, may be voted
and shall be counted in determining the total number of outstanding
shares entitled to vote.
(e) MINORS. Shares held by a minor may be voted by such minor in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the corporation has
received written notice or has actual knowledge that such shareholder is
a minor.
(f) INCOMPETENTS AND SPENDTHRIFTS. Shares held by an incompetent
or spendthrift may be voted by such incompetent or spendthrift in person
or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has
actual knowledge that such shareholder has been adjudicated an
incompetent or spendthrift or actual knowledge of filing of judicial
proceedings for appointment of a guardian.
(g) JOINT TENANTS. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be
voted in person or by proxy signed by any one or more of such individuals
if either (i) no other such individual or his legal representative is
present and claims the right to participate in the voting of such shares
or prior to the vote files with the Secretary of the corporation a
contrary written voting authorization or direction or written denial of
authority of the individual present or signing the proxy proposed to be
voted or (ii) all such other individuals are deceased and the Secretary
of the corporation has no actual knowledge that the survivor has been
adjudicated not to be the successor to the interests of those deceased.
2.12. WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any notice whatever is
required to be given to any shareholder of the corporation under the articles of
incorporation or by-laws or any provision of law, a waiver thereof
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in writing, signed at any time, whether before or after the time of meeting, by
the shareholder entitled to such notice, shall be deemed equivalent to the
giving of such notice: provided that such waiver in respect to any matter of
which notice is required under any provision of the Wisconsin Business
Corporation Law, shall contain the same information as would have been required
to be included in such notice, except the time and place of meeting.
2.13. UNANIMOUS CONSENT WITHOUT MEETING. Any action required or
permitted by the articles of incorporation or by-laws or any provision of law to
be taken at any meeting of the shareholders, including annual meetings, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with respect
to the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
3.01. GENERAL POWERS AND NUMBER. The business and affairs of the
corporation shall be managed by its Board of Directors. The number of directors
of the corporation shall be as provided in Section 0.03.
3.02. TENURE AND QUALIFICATIONS. Each director shall hold office until
the next annual meeting of shareholders and until his successor shall have been
elected, or until his prior death, resignation or removal. A director may be
removed from office by affirmative vote of a majority of the outstanding shares
entitled to vote for the election of such director, taken at a meeting of
shareholders called for that purpose. A director may resign at any time by
filing his written resignation with the Secretary of the corporation. Directors
need not be residents of the State of Wisconsin of shareholders of the
corporation.
3.03. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after the annual
meeting of shareholders, and each adjourned session thereof, or after the
execution of a consent of shareholders in lieu of annual meeting of
shareholders. The place of such regular meeting shall be the same as the place
of the meeting of shareholders which precedes it, or such other suitable place
as may be announced at such meeting of shareholders or in such consent of
shareholders in lieu of annual meeting. The Board of Directors may provide, by
resolution, the time and place either within or without the state of Wisconsin,
for the holding of additional regular meetings without other notice than such
resolution.
3.04. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board (if the Board
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of Directors determines to elect one), the President, Secretary or any two
directors. The Chairman of the Board, President or Secretary calling any
special meeting of the Board of Directors may fix any place, either within or
without the State of Wisconsin, as the place for holding any special meeting of
the Board of Directors called by them, and if no other place is fixed the place
of meeting shall be the principal business office of the corporation in the
State of Wisconsin.
3.05. NOTICE; WAIVER. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given to
each director (i) by written notice delivered personally or mailed or given by
telegram, cable or radiogram to such director at his business address or at such
other address as such director shall have designated in writing filed with the
Secretary, or (ii) by word of mouth, telephone or radiophone personally to such
director, in each case not less than that number of hours prior thereto as set
forth in Section 0.04. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice be given by telegram, cable or radiogram, such notice shall
be deemed to be delivered when the telegram, cable or radiogram is delivered to
the transmitting agency. Whenever any notice whatever is required to be given
to any director of the corporation under the articles of incorporation or by-
laws or any provision of law, a waiver thereof in writing, signed at any time,
whether before or after the time of meeting, by the director entitled to such
notice, shall be deemed equivalent to the giving of such notice. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
3.06. QUORUM. Except as otherwise provided by law or by the articles of
incorporation or these by-laws, a majority of the number of directors as
provided in Section 0.03 shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but a majority of the
directors present (though less than such quorum) may adjourn the meeting from
time to time without further notice.
3.07. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by law or by the
articles of incorporation of these by-laws.
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3.08. CONDUCT OF MEETINGS. The Chairman of the Board, or in the event
the Board of Directors determines not to elect a Chairman of the Board, or in
his absence, the President, and in his absence, a Vice President in the order
provided under Section 4.03, and in their absence, any director chosen by the
directors present, shall call meetings of the Board of Directors to order and
shall act as Chairman of the meeting. The Secretary of the corporation shall
act as secretary of all meetings of the Board of Directors, but in the absence
of the Secretary, the presiding officer may appoint any Assistant Secretary or
any director or other person present to act as secretary of the meeting.
3.09. VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors; provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have the right to
fill such vacancy at the same meeting or any adjournment thereof.
3.10. COMPENSATION. The Board of Directors, by affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or
death benefits, and other benefits or payments, to directors, officers and
employees and to their estates, families, dependents or beneficiaries on
account of prior services rendered by such directors, officers and employees
to the corporation.
3.11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof of which
he is a member at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.
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3.12. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. The Board of Directors
by resolution adopted by the affirmative vote of a majority of the number of
directors as provided in Section 0.03 may designate an Executive Committee and
one or more other committees, each committee to consist of three or more
directors elected by the Board of Directors. The Executive Committee shall have
and may exercise, when the Board of Directors is not in session, the powers of
the Board of Directors in the management of the business and affairs of the
corporation, provided that in no case shall the Executive Committee or any other
committee act in respect to dividends to shareholders, election of principal
officers or the filling of vacancies in the Board of Directors, or committees
created pursuant to this section. Subject to the foregoing, the other
committees, if any, shall have and may exercise such powers as may be provided
in the resolution of the Board of Directors designating such committee, as such
resolution may from time to time be amended and supplemented. The Board of
Directors may elect one or more of its members as alternate members of any such
committee who may take the place of any absent member or members at any meeting
of such committee, upon request by the President, the Chairman of the Board (if
the Board of Directors determines to elect one) or upon the request by the
chairman of such meeting. Each such committee shall elect a presiding officer
from its members, shall fix its own rules governing the conduct of its
activities and shall make such reports to the Board of Directors of its
activities as the Board of Directors may request.
3.13. UNANIMOUS CONSENT WITHOUT MEETING. Any action required or
permitted by the articles of incorporation or by-laws or any provision of law to
be taken by the Board of Directors or any committee thereof at a meeting or by
resolution may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors or members of such
committee entitled to vote with respect to such action then in office.
ARTICLE IV. OFFICERS
4.01. NUMBER. The principal officers of the corporation shall be a
Chairman of the Board (if the Board of Directors determines to elect one), a
President, such number of Vice Presidents as the Board of Directors may from
time to time elect, one or more of whom may be designated Executive Vice
President and one or more of whom may be designated Senior Vice President, a
Secretary, and a Treasurer, each of whom shall be elected by
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the Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. Any two
or more offices may be held by the same person, except the offices of President
and Vice President and President and Secretary. The duties of the officers
shall be those enumerated herein and any further duties designated by the Board
of Directors. The duties herein specified for particular officers may be
transferred to and vested in such other officers as the Board of Directors shall
elect or appoint, from time to time and for such periods or without limitation
as to time as the Board shall order.
4.02. ELECTION AND TERM OF OFFICE. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected or until his prior death, resignation or removal.
4.03. REMOVAL. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment shall not of itself
create contract rights.
4.04. VACANCIES. A vacancy in any principal office because of death,
resignation, removal, disqualification, or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.
4.05. CHAIRMAN OF THE BOARD. The Chairman of the Board (if the Board of
Directors determines to elect one) shall preside at all meetings of the Board of
Directors and shall have such further and other authority, responsibility and
duties as may be granted to or imposed upon him by the Board of Directors,
including without limitation his designation pursuant to Section 4.07 as chief
executive officer of the corporation.
4.06. PRESIDENT. The President, unless the Board of Directors shall
otherwise order pursuant to Section 4.07, shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
corporation. Unless the Board of Directors shall provide otherwise, he shall,
when present, preside at all meetings of the shareholders and shall preside at
all meetings of the Board of Directors unless the Board shall have elected a
Chairman of the Board of Directors. He
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shall have authority, subject to such rules as may be prescribed by the Board of
Directors, to appoint such agents and employees of the corporation as he shall
deem necessary, to prescribe their powers, duties and compensation, and to
delegate authority to them. Such agents and employees shall hold office at the
discretion of the President. He shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other documents or instruments
necessary or proper to be executed in the course of the corporation's regular
business, or which shall be authorized by resolution of the Board of Directors;
and except as otherwise provided by law or the Board of Directors, he may
authorize any Vice President or other officer or agent of the corporation to
sign, execute and acknowledge such documents or instruments in his place and
stead. In general he shall perform all duties incident to the office of the
chief executive officer and such other duties as may be prescribed by the Board
of Directors from time to time. In the event the Board of Directors determines
not to elect a Chairman of the Board or in the event of his absence or
disability, the President shall perform the duties of the Chairman of the
Board and when so acting shall have all the powers of and be subject to all
of the duties and restrictions imposed upon the Chairman of the Board.
4.07. CHAIRMAN OF THE BOARD AS CHIEF EXECUTIVE OFFICER. The Board of
Directors may designate the Chairman of the Board as the chief executive officer
of the corporation. In such event, the Chairman of the Board shall assume all
authority, power, duties and responsibilities otherwise appointed to the
President pursuant to Section 4.06, and all references to the President in these
by-laws shall be regarded as references to the Chairman of the Board as such
chief executive officer, except where a contrary meaning is clearly required,
and provided that in no case shall the Chairman of the Board be empowered in
place of the President to sign the certificates for shares of stock of the
corporation.
In further consequence of designating the Chairman of the Board as the
chief executive officer, the President shall thereby become the chief
administrative officer of the corporation. He shall, in the absence of the
Chairman of the Board, preside at all meetings of stockholders and directors.
During the absence or disability of the Chairman of the Board he shall exercise
the functions of the chief executive officer of the Corporation. He shall have
authority to sign all certificates, contracts, and other instruments of the
corporation necessary or proper to be executed in the course of the
corporation's regular business or which
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shall be authorized by the Board of Directors and shall perform all such other
duties as are incident to his office or are properly required of him by the
Board of Directors or the Chairman of the Board. He shall have the authority,
subject to such rules, directions, or orders, as may be prescribed by the
Chairman of the Board or the Board of Directors, to appoint and terminate the
appointment of such agents and employees of the corporation as he shall deem
necessary, to prescribe their power, duties and compensation and to delegate
authority to them.
4.08. THE VICE PRESIDENTS. At the time of election, one or more of the
Vice Presidents may be designated Executive Vice President and one or more of
the Vice Presidents may be designated Senior Vice President. In the absence of
the President or in the event of his death, inability or refusal to act, or in
the event for any reason it shall be impracticable for the President to act
personally, the Executive Vice President, or if more than one, the Executive
Vice Presidents in the order designated at the time of their election, or in the
absence of any such designation, then in the order of their election, or in the
event of his or their inability to act then the Senior Vice President or if more
than one, the Senior Vice Presidents in the order designated at the time of
their election, or in the absence of any such designation in the order of their
election, shall perform the duties of the President and when so acting shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign with the Secretary or Assistant
Secretary certificates for shares of the corporation and shall perform such
other duties as from time to time may be assigned to him by the President or the
Board of Directors.
4.09. THE SECRETARY. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep or arrange for
the keeping of a register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (e) sign with the
President, or a Vice President, certificates for shares of the corporation, the
issuance of
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which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of Secretary and have such
other duties and exercise such authority as from time to time may be delegated
or assigned to him by the President or by the Board of Directors.
4.10. THE TREASURER. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such banks, trust companies or other depositaries as shall be selected in
accordance with the provisions of Section 5.04; and (c) in general perform all
of the duties incident to the office of Treasurer and have such other authority
as from time to time may be delegated or assigned to him by the President or by
the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such survey or sureties as the Board of Directors shall determine.
4.11. ASSISTANT SECRETARY AND ASSISTANT TREASURERS. There shall be such
number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice President certificates for shares of the
corporation, the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine. The Assistant Secretaries and Assistant Treasurers, in general,
shall perform such duties and have such authority as shall from time to time be
delegated or assigned to them by the Secretary or the Treasurer, respectively,
or by the President or the Board of Directors.
4.12. OTHER ASSISTANTS AND ACTING OFFICERS. The Board of Directors
shall have the power to appoint any person to act as assistant to any officer or
as agent for the corporation in his stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors shall have the power to perform all the duties of the
office to which he is so appointed to be assistant, or as to which he is so
appointed to act, except as such power may be otherwise defined or restricted by
the Board of Directors.
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4.13. SALARIES. The salaries of the principal officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS:
SPECIAL CORPORATE ACTS
5.01. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the Chairman of the Board (if the Board of Directors determines to elect
one), the President or one of the Vice Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or required shall affix the corporate
seal thereto; and when so executed no other party to such instrument or any
third party shall be required to make any inquiry into the authority of the
signing officer or officers.
5.02. LOANS. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.
5.03. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner, including by means of facsimile signatures,
as shall from time to time be determined by or under the authority of a
resolution of the Board of Directors.
5.04. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.
B-14
<PAGE>
5.05. VOTING OF SECURITIES OWNED BY THIS CORPORATION. Subject always to
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the Chairman of the Board (if the Board of Directors determines
to elect one) or the President of this corporation if present, or in their
absence by any Vice President of this corporation who may be present, and
(b) whenever, in the judgment of the Chairman of the Board (if the Board of
Directors determines to elect one) or the President, or in their absence, of any
Vice President, it is desirable for this corporation to execute a proxy or
written consent in respect to any shares or other securities issued by any other
corporation and owned by this corporation, such proxy or consent shall be
executed in the name of this corporation by the Chairman of the Board (if the
Board of Directors determines to elect one), the President or one of the Vice
Presidents of this corporation, without necessity of any authorization by the
Board of Directors, affixation of corporate seal or counter-signature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President
or a Vice President and by the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except as provided in Section 6.06.
6.02. FACSIMILE SIGNATURES AND SEAL. The seal of the corporation on any
certificates for shares may be a facsimile. The signatures of the President or
Vice President and the Secretary or Assistant Secretary upon a certificate may
be facsimiles if the certificate is manually signed on behalf of a transfer
agent or a registrar, other than the corporation itself or an employee of the
corporation.
B-15
<PAGE>
6.03. SIGNATURE BY FORMER OFFICERS. In case any officer, who has signed
or whose facsimile signature has been placed upon any certificate for shares,
shall have ceased to be such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer at
the date of its issue.
6.04. TRANSFER OF SHARES. Prior to due presentment of a certificate for
shares for registration or transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and power of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into adverse claims
or has discharged any such duty. The corporation may require reasonable
assurance that said endorsements are genuine and effective and in compliance
with such other regulations as may be prescribed by or under the authority of
the Board of Directors.
6.05. RESTRICTIONS ON TRANSFER. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.
6.06. LOST, DESTROYED OR STOLEN CERTIFICATES. Where the owner claims
that his certificate for shares has been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests
before the corporation has notice that such shares have been acquired by a bona
fide purchaser, and (b) files with the corporation a sufficient indemnity bond,
and (c) satisfies such other reasonable requirements as may be prescribed by or
under the authority of the Board of Directors.
6.07. CONSIDERATION FOR SHARES. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration
B-16
<PAGE>
for which shares are to be issued shall have been received by the corporation,
such shares shall be deemed to be fully paid and nonassessable by the
corporation. No certificate shall be issued for any share until such share is
fully paid.
6.08. STOCK REGULATIONS. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
corporation, including the appointment or designation of one or more stock
transfer agents and one or more stock registrars.
ARTICLE VII. OFFICERS AND DIRECTORS; LIABILITY AND
INDEMNITY; TRANSACTIONS WITH CORPORATION
7.01. LIABILITY OF DIRECTORS AND OFFICERS. No person shall be liable to
the corporation for any loss or damage suffered by it on account of any action
taken or omitted to be taken by him as a director or officer of the corporation,
or of any other corporation which he serves as a director or officer at the
request of the corporation, in good faith, if such person (a) exercised and used
the same degree of care and skill as a prudent man would have exercised or used
under the circumstances in the conduct of his own affairs, or (b) took or
omitted to take such action in reliance upon advice of counsel for the
corporation or upon statements made or information furnished by officers or
employees of the corporation which he had reasonable grounds to believe to be
true. The foregoing shall not be exclusive of other rights and defenses to
which he may be entitled as a matter of law.
7.02. INDEMNIFICATION WITH RESPECT TO ACTIONS OTHER THAN BY OR IN THE
RIGHT OF THE CORPORATION. The corporation shall indemnify any person who was or
is a party or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer or employee of the
corporation, or is or was serving at the request of the corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests
B-17
<PAGE>
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding had
reasonable cause to believe that his conduct was unlawful.
7.03. INDEMNIFICATION WITH RESPECT TO ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer or
employee of the corporation, or is or was serving at the request of the
corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that nonindemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
7.04. ADVANCE PAYMENT. Expenses, including attorneys' fees, incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
employee to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the corporation as authorized hereby.
7.05. OTHER RIGHTS. The indemnification provided by this By-Law shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any statute, by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
B-18
<PAGE>
7.06. INSURANCE. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employe or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employe or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.
ARTICLE VIII. GENERAL
8.01. SEAL. The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words "Corporate Seal."
8.02. FISCAL YEAR. The fiscal year of the corporation shall be as
provided in Section 0.05.
ARTICLE IX. AMENDMENTS
9.01. BY SHAREHOLDERS. These by-laws may be altered, amended or
repeated and new by-laws may be adopted by the shareholders by affirmative vote
of not less than a majority of the shares present or represented at any annual
or special meeting of the shareholders at which a quorum is in attendance.
9.02. BY DIRECTORS. These by-laws may also be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance, but no by-law adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-law so adopted so
provides.
B-19
<PAGE>
September 22, 1977
This is to certify that the attached are true and correct copies of the Amended
and Reinstated By-Laws as adopted by ITT Life Insurance Corporation on July 2,
1974.
ITT LIFE INSURANCE CORPORATION
By /s/ William F. xxxxxx
---------------------------------
Senior Vice President & Secretary
<PAGE>
EXHIBIT I(A)(10)
APPLICATION FOR GROUP INSURANCE
IS HEREBY MADE TO
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(HEREIN CALLED THE COMPANY)
I. NAME OF APPLICANT: [Sample Company]
ADDRESS OF APPLICANT: [123 Main Street]
II. TYPE OF GROUP INSURANCE APPLIED FOR: [Group Flexible Premium Variable
Life Insurance issued under Policy
Form GVL-95(P) and Certificate
Form GVL-95(C) and ICMG Registered
Variable Life Separate Account One]
III. PARTICIPATION AND UNDERWRITING PROVISIONS: [Guaranteed Issue to
participating employees who
meet the Employee Eligibility
requirements].
IV. ELIGIBILITY REQUIREMENTS: [All active full-time employees who are Vice
Presidents and above and who are United States
citizens.]
V. EFFECTIVE DATE: [ ]
VI. PREMIUMS: [10,000]
VII. SPECIAL REQUESTS:
It is agreed that the policy will become effective on the Effective Date
provided the application is accepted by the Company. The Applicant declares
that to the best of its knowledge and belief the statements and answers above
are complete and true.
DATED AT __________________________ THIS ________ DAY OF _____________________
__________________________________ ___________________________________
WITNESS APPLICANT
BY: ______________________________
ITT HARTFORD LIFE AND ANNUITY AUTHORIZED SIGNATURE
INSURANCE COMPANY
ACCEPTED: _______________________ TITLE: ___________________________
TITLE: __________________________
GVL-A95
<PAGE>
EXHIBIT I(A)(11)
EXHIBIT A.(11)
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY'S
DESCRIPTION OF TRANSFER AND REDEMPTION PROCEDURES
This document sets forth, as required by Rule 6e 3(T)(b)(12)(ii), the
administrative procedures that will be followed by ITT Hartford Life and
Annuity Insurance Company ("ILA") in connection with the issuance of its
group flexible premium variable life insurance policy (the "Group Policy"),
the transfer of assets held thereunder, and the redemption by Owners of their
interests in the certificates (the "Certificates") issued under the Group
Policies. The document also describes the method that ILA will use in
adjusting the payments and cash values when a Policy is exchanged for a fixed
benefit insurance policy pursuant to Rule 6e-3(T)(b)(13)(v)(B).
TRANSFER AND REDEMPTION PROCEDURES
I. PURCHASE AND RELATED TRANSACTIONS
A. PREMIUM SCHEDULES AND UNDERWRITING STANDARDS
This Group Policy is a flexible premium policy. Premiums for the
Certificates will not be the same for all Owners. The amount of Initial
Premium is based upon the Insured's Age, premium class and the Initial
Face Amount of the Certificate. The Group Policies and Certificates
will be offered and sold pursuant to established underwriting standards
and in accordance with state insurance laws, which prohibit unfair
discrimination among Owners, but recognize that premiums must be based
upon factors such as age, health or occupation.
B. APPLICATION AND INITIAL PREMIUM PROCESSING
Upon receipt of a completed enrollment form, ILA will follow certain
insurance underwriting (i.e., evaluation of risks) procedures designed
to determine whether the applicant is insurable. This process may
involve such verification procedures as medical examinations and may
require that further information be provided by the proposed Insured
before a determination can be made. A Certificate will not be issued and
consequently a Coverage Date established, until this underwriting
procedure has been completed.
If a premium is submitted with the enrollment form for a Certificate,
insurance coverage will begin immediately if the proposed Insured is
insurable at a standard rate under a conditional receipt agreement.
Otherwise, insurance coverage will not begin until the Coverage Date. In
either case, the Certificate when issued will be effective from the
date ILA receives the Initial Premium at its Customer Service Center.
If a premium is not paid with the enrollment form, insurance coverage
will begin and the Certificate will be effective on the later of the
date the underwriting determination is made or on the date the Initial
Premium is received.
<PAGE>
C. PREMIUM ALLOCATION
In the enrollment form for a Certificate, the Owner can allocate the
initial premium among various Investment Divisions. Depending upon
applicable state law requirements, ILA will allocate the entire premium
either to the HVA Money Market Investment Division or immediately among
the Owner's chosen Investment Divisions. If premiums are initially
allocated to the HVA Money Market Investment Division, at a later date,
the value of the Owner's interest therein will be allocated among the
Investment Divisions in accordance with the Owner's instructions in the
enrollment form. The Owner may select up to five (5) Investment
Divisions in which to allocate premium payment. An allocation to any
one Investment Division must be for 10% of Net Premiums or more, in
whole percentages.
D. POLICY LOANS
An Owner may obtain a cash Loan from ILA, which is secured by the
Certificate. The aggregate amount of all Loans (including the currently
applied for Loan) may not exceed the sum of the Cash Surrender Value
plus outstanding Debt, multiplied by 90, less outstanding Debt.
The amount of each Loan will be transferred on a Pro Rata Basis from
each of the Investment Divisions (unless the Owner specifies otherwise)
to the Loan Account. The Loan Account is a mechanism used to ensure
that any outstanding Debt remains fully secured by the policy values.
LOAN INTEREST
Interest will accrue daily on the Loan at the Adjustable Loan Interest
Rate indicated in the Certificate. The difference between the value of
the Loan Account and the Debt will be transferred on a Pro Rata Basis
from the Investment Divisions to the Loan Account on each Monthly
Deduction Date.
CREDITED INTEREST
Amounts in the Loan Account attributable to a particular Loan will be
credited with interest at a rate equal to the Adjustable Loan Interest
Rate, minus 1%.
LOAN REPAYMENTS
A Loan can be repaid in any part or in its entirety at any time.
The amount of Loan repayment will be deducted from the Loan Account and
will be allocated among the Investment Divisions in the same percentage
as Net Premiums are allocated as of the date of the Loan repayment.
<PAGE>
TERMINATION DUE TO EXCESSIVE INDEBTEDNESS
If total Indebtedness equals or exceeds the Cash Surrender Value, the
Certificate will terminate 31 days after ILA mails notice to the
Owner's last known address and that of any assignees of record. If
sufficient Loan repayment is not made by the end of the Grace Period,
the Certificate will end without value.
EFFECT OF LOANS ON INVESTMENT VALUE
A Loan, whether or not repaid, will have a permanent effect on the
Investment Value because the investment results of each Investment
Division will apply only to the amount remaining in such Investment
Divisions. The longer a Loan is outstanding, the greater the effect is
likely to be. The effect could be favorable or unfavorable. If the
Investment Divisions earn more than the annual interest rate for funds
held in the Loan Account, an Owner's Investment Value will not increase
as rapidly as it would have had no Loan been made. If the Investment
Divisions earn less than the Loan Account, the Owner's Investment Value
will be greater than it would have been had no Loan been made. Also, if
not repaid, the aggregate amount of the outstanding Loan (i.e., the
Debt) will reduce the Death Proceeds and Cash Surrender Value otherwise
payable.
II. TRANSFER AMONG INVESTMENT DIVISIONS
The Separate Account currently has twelve Investment Divisions, each of which
invests in shares of an open-end diversified management investment company
registered with the Commission. At any time, the Owner may transfer value
among the Investment Divisions. We reserve the right at a future date to
limit the size of transfers and remaining balances and to limit the number
and frequency of transfers.
A transfer will take effect on the date the written request (or telephone
request) is received at ILA unless a later date is designated in the request
for transfer. A transfer from the HVA Money Market Investment Division at the
end of the right to examine period or a transfer arising because of a
substitution of securities by ILA will not be considered a transfer.
III. "REDEMPTION" PROCEDURES: SURRENDER AND RELATED TRANSACTIONS
A. SURRENDERS UNDER THE CERTIFICATE
At any time before the death of the Insured and while the Certificate
is in force, the Owner may completely surrender the Certificate by
written request. ILA will pay the surrender payment, which will be the
Certificate Owner's Cash Surrender Value, within seven days after ILA
receives the written request, unless payment is postponed pursuant to
the relevant provision of the Investment Company Act of 1940.
<PAGE>
B. BENEFIT CLAIMS
As long as the Certificate remains in force, ILA will usually pay the
Death Proceeds to the named Beneficiary within seven days after receipt
of due proof of death of the Insured unless the Certificate is
contested. Payment of the Death Proceeds may be postponed as permitted
pursuant to the relevant provisions of the Investment Company Act of 1940.
The Death Proceeds equal the Death Benefit under the Certificate less
any Debt outstanding under the Certificate. The Death Benefit will be
determined on the date of death of the Insured and is a function of the
Death Benefit option chosen by the Owner.
In lieu of payment of the Death Proceeds in a single sum, an election
may be made to apply all or a portion of the proceeds under one of the
fixed benefit settlement options described in the Certificate or a
combination of options. The election may be made by the Owner during the
Insured's lifetime. The Beneficiary may make or change an election
within 90 days of the death of the Insured, unless the Owner has made
an irrevocable election. The fixed benefit settlement options are
subject to the restrictions and limitations set forth in the Certificate.
C. CERTIFICATE LAPSE
The Certificate will terminate 61 days after a Monthly Deduction Date
on which the Cash Surrender Value is insufficient to pay charges due
under the Certificate. The 61-day period is the Grace Period. If
sufficient premium is not paid by the end of the Grace Period, the
Certificate will terminate without value. If the required premium to
cover all outstanding charges is not paid by the end of the Grace
Period, the Certificate will terminate.
If the Certificate lapses, the Owner may reinstate the Certificate by
payment of a premium in an amount large enough to keep the coverage in
force for at least three (3) months following the date of
reinstatement. A request for reinstatement may be made at any time
within three years of lapse. If a Loan was outstanding at the time of
lapse, ILA will require repayment of the Loan before permitting
reinstatement or the Loan will also be reinstated. In addition, ILA
reserves the right to require satisfactory evidence of insurability.
D. POLICY LOANS
See "Purchase and Related Transactions," Section I. D. on page 2 of this
Exhibit.
<PAGE>
EXHIBIT I(A)(12)
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
Bruce D. Gardner
Joseph H. Gareau
Joseph Kanarek
Thomas M. Marra
Lowndes A. Smith
Lizabeth H. Zlatkus
Donald J. Znamierowski
do hereby jointly and severally authorize Bruce D. Gardner or Rodney J.
Vessels to sign as their agent, any Registration Statement, pre-effective
amendment, and any post-effective amendment of the ITT Hartford Life and
Annuity Insurance Company under the Securities Act of 1933 and/or the
Investment Company Act of 1940.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for
the purpose herein set forth.
/s/ Bruce D. Gardner
- ---------------------------------- Dated:------------------------
Bruce D. Gardner
/s/ Joseph H. Gareau
- ---------------------------------- Dated:------------------------
Joseph H. Gareau
/s/ Joseph Kanarek 12-9-94
- ---------------------------------- Dated:------------------------
Joseph Kanarek
/s/ Thomas M. Marra 12-9-94
- ---------------------------------- Dated:------------------------
Thomas M. Marra
/s/ Lowndes A. Smith
- ---------------------------------- Dated:------------------------
Lowndes A. Smith
/s/ Lizabeth H. Zlatkus
- ---------------------------------- Dated:------------------------
Lizabeth H. Zlatkus
/s/ Donald J. Znamierowski 12-8-94
- ---------------------------------- Dated:------------------------
Donald J. Znamierowski
<PAGE>
EXHIBIT III
[LOGO]
ITT HARTFORD LIFE INSURANCE COMPANIES
LAW DEPARTMENT
200 HOPMEADOW STREET
SIMSBURY, CT 06089
October 17, 1995 MAILING ADDRESS PO BOX 2999
HARTFORD, CT 06104-2999
TELEPHONE (860) 547-5000
Securities and Exchange Commission
450 Fifth St., N.W.
Washington, D.C. 20549
Dear Sirs:
This opinion is furnished in connection with the registration statement under
the Securities Act of 1933 as amended, of a certain group flexible premium
variable life insurance policy (the "Policy") and certificates issued
thereunder (the "Certificates") that will be offered and sold by ITT Hartford
Life and Annuity Insurance Company and certain units of interest to be issued
in connection with the Policy.
The hypothetical illustrations of the Certificates used in this Registration
Statement accurately reflect reasonable estimates of projected performance of
the Certificates under the stipulated rates of investment return, the
contractual expense deductions and cost-of-insurance rates, and utilizing a
reasonable estimation for expected fund operating expenses.
I hereby consent to the use of this opinion as an exhibit to the Securities
Act Registration Statement on Form S-6 and to the reference to my name under
the heading "Experts" in the Prospectus included in the Securities Act
Registration Statement.
Very truly yours,
/s/ Peter J. Vogt
Peter J. Vogt, FSA, MAAA
Assistant Actuary
ITT HARTFORD INSURANCE GROUP
HARTFORD FIRE INSURANCE COMPANY AND ITS AFFILIATES
HARTFORD PLAZA HARTFORD CONNECTICUT 06115
