ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
S-6EL24/A, 1997-09-25
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<PAGE>

   
 As filed wiith the Securities & Exchange Commission on September 25, 1997.
    

   
                                                          File No. 333-13735
                                                                    811-7387
    

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM S-6
   
                     PRE-EFFECTIVE AMENDMENT NO. 1 TO
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
    

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 complete address of agent for service:

   
   Marianne O'Doherty, Esq.
   ITT Hartford Life Insurance Companies
   P.O. Box 2999
   Hartford,  06104-2999
    

E. Title and amount of securities being registered:

   
   Group flexible premium variable life insurance policy:  Pursuant to Rule 
   24f-2 under the Investment Company Act of 1940, the Registrant is 
   registering an indefinite amount of securities.
    

F. Proposed maximum aggregate offering price to the public of the securities
   being registered:

   
   Pursuant to Rule 24f-2 under the Investment Company Act of 1940, an 
   indefinite amount of securities is being registered by this Registration 
   Statement.
    
   
G. Amount of filing fee: Not Applicable
    
H. Approximate date of proposed public offering:

   
   As soon as practicable after the effective date of this Registration 
   Statement.
    

The Registrant hereby amends this Registration Statement on such dates as may 
be necessary to delay its effective date until the Registrant shall file a 
further amendment which specifically states that this Registration Statement 
shall thereafter become effective in accordance with Section 8(a) of the 
Securities Act of 1933 or until the 

<PAGE>
Registration Statement shall become effective on such date as the Commission, 
acting pursuant to said Section 8(a), may determine.

<PAGE>

                       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

    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.

<PAGE>

Item No. of
Form N-8B-2     CAPTION IN PROSPECTUS
- -----------     ---------------------


    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 Investment 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

    31.         Not applicable

    32.         Not applicable

    33.         Not applicable

<PAGE>

Item No. of
Form N-8B-2     CAPTION IN PROSPECTUS
- -----------     ---------------------

     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 Provision - 
                 Allocation of Premium Payments

     45.         Not applicable

     46.         Detailed Description of Certificate Benefits and Provision - 
                 Values under the Certificate

     47.         The Funds

     48.         Cover page; The Company

     49.         Not applicable

     50.         The Separate Account 

     51.         Summary; The Company; Detailed Description of Certificate 
                 Benefits and Provisions.

     52.         The Funds - General

     53.         Federal Tax Considerations

<PAGE>

Item No. of
Form N-8B-2     CAPTION IN PROSPECTUS
- -----------     ---------------------

     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>
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.
<PAGE>
                             SUBJECT TO COMPLETION
 
   
                                 FUTUREVANTAGE
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                GROUP POLICIES
                    ITT HARTFORD LIFE AND ANNUITY INSURANCE
                                    COMPANY
                                 P.O. BOX 2999
                            HARTFORD, CT 06104-2999
[LOGO]                     TELEPHONE (800) 243-5433
 
- --------------------------------------------------------------------------------
    
- --------------------------------------------------------------------------------
 
   
This Prospectus describes a group flexible premium variable life insurance
policy ("Group Policy") and certificates of insurance ("Certificates") offered
by ITT Hartford Life and Annuity Insurance Company ("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.
    
 
   
A Group Policy may be issued to a Participating Employer or to a trust that is
adopted by a Participating Employer. Eligible employees of a Participating
Employer 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.
    
 
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.
 
   
The current Investment Divisions and underlying Funds are:
    
 
   
<TABLE>
<CAPTION>
INVESTMENT DIVISION                                                      UNDERLYING FUND SHARES PURCHASED
- --------------------------------------------  --------------------------------------------------------------------------------------
<S>                                           <C>
Hartford Bond Investment Division             Hartford Bond Fund, Inc. ("Hartford Bond Fund")
Hartford Capital Appreciation                 Hartford Capital Appreciation Fund, Inc. ("Hartford Capital Appreciation Fund")
Investment Division
N&B Balanced Investment Division              N&B Balanced Portfolio of the Neuberger & Berman Advisers Managers Trust ("N&B
                                              Balanced Portfolio")
N&B Partners Investment Division              N&B Partners Portfolio of the Neuberger & Berman Advisers Managers Trust ("N&B
                                              Partners Portfolio")
Alger American Small Capitalization           Alger American Small Capitalization Portfolio of the Alger American Fund ("Alger
Portfolio Investment Division                 American Small Cap Portfolio")
Alger American Growth Investment Division     Alger American Growth Portfolio of the Alger American Fund
                                              ("Alger American Growth Portfolio")
ML Domestic Money Market Investment Division  Merrill Lynch Domestic Money Market Fund ofthe Merrill Lynch Variable
                                              Series Funds, Inc. ("ML Domestic Money Market Fund")
ML Index 500 Investment Division              Merrill Lynch Index 500 Fund of the Merrill Lynch Variable Series Funds, Inc. ("ML
                                              Index 500 Fund")
ML Prime Bond Investment Division             Merrill Lynch Prime Bond Fund of the Merrill Lynch Variable Series Funds, Inc. ("ML
                                              Prime Bond Fund")
ML High Current Income Investment Division    Merrill Lynch High Current Income Fund of the Merrill Lynch Variable
                                              Series Funds, Inc. ("ML High Current Income Fund")
ML Quality Equity Investment Division         Merrill Lynch Quality Equity Fund of the Merrill Lynch Variable Series Funds, Inc.
                                              ("ML Quality Equity Fund")
ML Special Value Focus Investment Division    Merrill Lynch Special Value Focus Fund of the Merrill Lynch Variable Series Funds,
                                              Inc. ("ML Special Value Focus Fund")
ML Natural Resources Focus Investment         Merrill Lynch Natural Resources Focus Fund of the Merrill Lynch Variable
Division                                      Series Funds, Inc. ("ML Natural Resources Focus Fund")
ML American Balanced Investment Division      Merrill Lynch American Balanced Fund of the Merrill Lynch Variable
                                              Series Funds, Inc. ("ML American Balanced Fund")
ML Global Strategy Focus Investment Division  Merrill Lynch Global Strategy Focus Fund of the Merrill Lynch Variable Series Funds,
                                              Inc. ("ML Global Strategy Focus Fund")
ML Basic Value Focus Investment Division      Merrill Lynch Basic Value Focus Fund of the Merrill Lynch Variable Series Funds, Inc.
                                              ("ML Basic Value Focus Fund")
ML Global Bond Focus Investment Division      Merrill Lynch Global Bond Focus Fund of the Merrill Lynch Variable Series Funds, Inc.
                                              ("ML Global Bond Focus Fund")
ML Global Utility Focus Investment Division   Merrill Lynch Global Utility Focus Fund of the Merrill Lynch Variable Series Funds,
                                              Inc. ("ML Global Utility Focus Fund")
ML International Equity Focus                 Merrill Lynch International Equity Focus Fund of the Merrill Lynch
Investment Division                           Variable Series Funds, Inc. ("ML International Equity Focus Fund")
ML Developing Capital Markets Focus           Merrill Lynch Developing Capital Markets Focus Fund of the Merrill Lynch Variable
Investment Division                           Series Funds, Inc. ("ML Developing Capital Markets Focus Fund")
ML Government Bond Investment Division        Merrill Lynch Government Bond Fund of the Merrill Lynch
                                              Variable Series Funds, Inc. ("ML Government Bond Fund")
</TABLE>
    
 
<PAGE>
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 UNDERLYING 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 NOR HAS THE SECURITIES AND EXCHANGE 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 MM DD, 1997.
    
<PAGE>
2                                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
 SPECIAL TERMS.........................................................    4
 SUMMARY...............................................................    6
 THE COMPANY...........................................................    8
 THE SEPARATE ACCOUNT..................................................    9
 THE FUNDS.............................................................    9
 DETAILED DESCRIPTION OF CERTIFICATE BENEFITS AND PROVISIONS...........   11
   General.............................................................   11
   Issuance of a Certificate...........................................   11
   Premiums............................................................   11
     Premium Payment Flexibility.......................................   11
     Allocation of Premium Payments....................................   11
     Accumulation Units................................................   12
     Accumulation Unit Values..........................................   12
     Premium Limitation................................................   12
   Values under the Certificate........................................   13
   Surrender of the Certificate........................................   13
     Partial Withdrawals...............................................   13
   Transfers Between the Investment Divisions..........................   13
     Amount and Frequency of Transfers.................................   13
     Transfers to or from Investment Divisions.........................   13
     Procedures for Telephone Transfer.................................   14
   Valuation of Payments and Transfers.................................   14
   Loans...............................................................   14
     Loan Interest.....................................................   14
     Credited Interest.................................................   14
     Loan Repayments...................................................   14
     Termination Due to Excessive Debt.................................   14
     Effect of Loans on Investment Value...............................   14
   Death Benefit.......................................................   15
     Death Benefit Options.............................................   15
     Option Change.....................................................   15
     Payment Options...................................................   15
     Legal Developments Regarding Income Payments......................   16
     Beneficiary.......................................................   16
     Increases and Decreases in Face Amount............................   16
   Benefits at Maturity................................................   16
   Termination of Participation in the Group Policy....................   16
   Lapse and Reinstatement When the Group Policy is in Effect..........   16
     Lapse and Grace Period............................................   16
     Reinstatement.....................................................   16
   Enrollment for a Certificate........................................   17
   The Right to Examine the Certificate................................   17
   Deductions from the Premium.........................................   17
     Front-End Sales Load..............................................   17
     Premium Related Tax Charge........................................   17
     DAC Tax Charge....................................................   17
   Deductions and Charges from the Investment Value....................   17
     Monthly Deduction Amounts.........................................   17
     Mortality and Expense Risk Charge.................................   18
     Taxes.............................................................   19
</TABLE>
    
<PAGE>
 
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                3
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 OTHER MATTERS.........................................................   19
 <S>                                                                     <C>
   Additions, Deletions or Substitutions of Investments................   19
   Voting Rights.......................................................   19
   Our Rights..........................................................   19
   Statements to Owners................................................   20
   Limit on Right to Contest...........................................   20
   Misstatement as to Age or sex.......................................   20
   Assignment..........................................................   20
   Dividends...........................................................   20
   Experience Credits..................................................   20
 SUPPLEMENTAL BENEFITS.................................................   20
   Maturity Date Extension Rider.......................................   20
 EXECUTIVE OFFICERS AND DIRECTORS......................................   21
 DISTRIBUTION OF THE GROUP POLICIES....................................   23
 SAFEKEEPING OF THE SEPARATE ACCOUNT ASSETS............................   23
 FEDERAL TAX CONSIDERATIONS............................................   24
   General.............................................................   24
   Taxation of the Company and the Separate Account....................   24
   Income Taxation of Certificate Benefits.............................   24
   Modified Endowment Contracts........................................   24
   Diversification Requirements........................................   25
   Federal Income Tax Withholding......................................   25
   Other Tax Considerations............................................   25
 LEGAL PROCEEDINGS AND EXPERTS.........................................   25
 REGISTRATION STATEMENT................................................   26
 APPENDIX A -- ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES AND CASH
   SURRENDER VALUES....................................................   27
 FINANCIAL STATEMENTS..................................................   40
</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.
<PAGE>
4                                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                                 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 Hartford. The method of calculation of the
Adjustable Loan Interest Rate is described in the Section entitled, "Loans --
Loan Interest" 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 Hartford.
    
 
   
DEATH BENEFIT: The Death Benefit option in effect determines how the Death
Benefit is calculated. The 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.
    
 
   
GENERAL ACCOUNT: The assets of Hartford other than those allocated to the
Separate Account. Premium Payments allocated to the General Account become a
part of the general assets of Hartford. Hartford invests the assets of the
General Account in accordance with applicable law governing the investments of
Insurance Company General Accounts.
    
 
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
Hartford and described in this Prospectus.
    
 
   
HARTFORD (ALSO REFERRED TO AS "WE," "US," "OUR," THE "COMPANY"): ITT Hartford
Life and Annuity Insurance Company. Effective January 1, 1998, the name of ITT
Hartford Life and Annuity Insurance Company will change to 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 Fund.
    
 
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 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%.
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                5
- --------------------------------------------------------------------------------
 
   
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
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 Hartford issues the Group Policy described in
this Prospectus.
    
 
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 Hartford to separate the assets funding the Group Policies from
other assets of Hartford.
    
 
   
VALUATION DAY: Each business day that 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 as of 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.
<PAGE>
6                                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                                    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 Hartford pursuant to Connecticut 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 Investment Divisions
dedicated to the Group Policies, each of which invests exclusively in one of the
underlying 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 ML Domestic 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 procedures designated by Hartford if You would like to change
how subsequent Net Premiums are allocated. See "Detailed Description of
Certificate Benefits and Provisions -- Allocation of Premium Payments," page 11.
    
 
   
    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 Fund. Subject to certain restrictions, an
Owner may transfer amounts among the available Investment Divisions. See
"Detailed Description of Certificate Benefits and Provisions -- Transfers
Between the Investment Divisions," page 13.
    
 
   
    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 15.
    
 
                                 DEATH BENEFIT
 
   
    The Certificates currently 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 15.
    
 
                                    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 Hartford. Hartford invests the assets of the General
Account in accordance with applicable law governing the investments of insurance
company general accounts.
    
 
                            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 front-end sales load is 6.75% of any premium paid for Coverage Years 1
through 7 and 4.75% of any premium paid in Coverage Years 8 and later. The
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
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                7
- --------------------------------------------------------------------------------
 
   
expenses. For more information concerning the front-end sales load, see
"Detailed Description of Certificate Benefits and Provisions -- Deductions From
the Premium," page 17.
    
 
PREMIUM RELATED TAX CHARGE
 
   
    We deduct a percentage of each premium to cover taxes assessed against
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 a percentage 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 reserve the right to adjust the
charge based on changes in the applicable tax law.
    
 
   
                        DEDUCTIONS AND CHARGES FROM THE
                                INVESTMENT VALUE
    
 
   
    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 Funds. See "Detailed Description of the
Certificate Benefits and Provisions -- Deductions and Charges From the
Investment Value," page 17.
    
 
    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.
 
   
    Hartford may also set up a provision for income taxes imposed on the assets
of the Separate Account. See "Detailed Description of Certificate Benefits and
Provisions -- Deductions and Charges From the Investment Value," page 17 and
"Federal Tax Considerations," page 23.
    
 
   
    A charge is made for mortality and expense risks assumed by Hartford.
Hartford deducts a daily charge at a maximum effective annual rate of .65% of
the value of each Investment Division's assets. The current charges for Coverage
Years 1 through 10 is .65%, and for Coverage Years 11 and later is .50%. For
more information about the Monthly Deduction Amount, see "Detailed Description
of Certificate Benefits and Provisions -- Deductions and Charges From the
Investment Value," page 17.
    
 
                           CHARGES AGAINST THE FUNDS
 
   
    The Separate Account purchases Fund shares at net asset value. The net asset
value of the shares reflect 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.
    
 
   
    The following table shows total fund operating expenses in 1996 for the
Funds:
    
 
   
                         ANNUAL FUND OPERATING EXPENSES
                          AFTER EXPENSE REIMBURSEMENTS
                        (as a percentage of net assets)
    
 
   
<TABLE>
<CAPTION>
                                                                                                              TOTAL FUND
                                                                                 MANAGEMENT       OTHER       OPERATING
FUND NAME                                                                           FEES         EXPENSES      EXPENSES
- ------------------------------------------------------------------------------  -------------  ------------  ------------
Hartford Bond Fund............................................................        0.49%          0.03%         0.52%
<S>                                                                             <C>            <C>           <C>
Hartford Capital Appreciation Fund............................................        0.63%          0.02%         0.65%
N&B Partners Portfolio (1)....................................................        0.84%          0.11%         0.95%
N&B Balanced Portfolio (1)....................................................        0.85%          0.24%         1.09%
Alger American Small Cap Portfolio............................................        0.85%          0.03%         0.88%
Alger American Growth Portfolio...............................................        0.75%          0.04%         0.79%
ML Domestic Money Market Fund.................................................        0.50%          0.04%         0.54%
ML Index 500 Fund (2) (3).....................................................        0.00%          0.08%         0.08%
ML Prime Bond Fund............................................................        0.44%          0.05%         0.49%
</TABLE>
    
<PAGE>
 
8                                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                              TOTAL FUND
                                                                                 MANAGEMENT       OTHER       OPERATING
FUND NAME                                                                           FEES         EXPENSES      EXPENSES
- ------------------------------------------------------------------------------  -------------  ------------  ------------
ML High Current Income Fund...................................................        0.49%          0.05%         0.54%
<S>                                                                             <C>            <C>           <C>
ML Quality Equity Fund........................................................        0.44%          0.05%         0.49%
ML Special Value Focus Fund...................................................        0.75%          0.06%         0.81%
ML Natural Resources Focus Fund...............................................        0.65%          0.13%         0.78%
ML American Balanced Fund.....................................................        0.55%          0.05%         0.60%
ML Global Strategy Focus Fund.................................................        0.65%          0.06%         0.71%
ML Basic Value Focus Fund.....................................................        0.60%          0.06%         0.66%
ML Global Bond Focus Fund.....................................................        0.60%          0.09%         0.69%
ML Global Utility Focus Fund..................................................        0.60%          0.06%         0.66%
ML International Equity Focus Fund............................................        0.75%          0.14%         0.89%
ML Developing Capital Markets Focus Fund (3)..................................        0.94%          0.31%         1.25%
ML Government Bond Fund (3)...................................................        0.06%          0.09%         0.15%
</TABLE>
    
 
- ------------------------
 
   
(1) Neuberger and Berman Advisers Management Trust is divided into Portfolios,
    each of which invests all of its net investable assets in a corresponding
    series of Advisers Managers Trust. The figures reported under Management
    Fees include the aggregate of the administration fees paid by the Portfolio
    and the management fees paid by its corresponding series of Advisers
    Managers Trust. Similarly, Other Expenses includes all other expenses of the
    Portfolio and its corresponding series of Advisers Managers Trust.
    
 
   
(2) Computed for the period January 1, 1997, to March 31, 1997, annualized.
    
 
   
(3) Pursuant to a voluntary agreement, Management Fees were waived for ML Index
    500 Fund and ML Government Bond Fund, and fees and expenses were reimbursed
    to the extent expenses exceeded 1.25% for ML Developing Capital Markets
    Focus Fund. Without such reimbursements, total expenses would have been
    0.39%, 1.31% and 0.59% for ML Index 500 Fund, ML Developing Capital Markets
    Focus Fund and ML Government Bond Fund, respectively.
    
 
                                     LOANS
   
    An Owner may obtain a cash Loan from 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
14.
    
                      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 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 "Detailed Description of
Certificate Benefits and Provisions -- The Right to Examine the Certificate,"
page 17.
    
                                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 23.
 
   
    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. 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 23.
    
                                  THE COMPANY
 
   
    ITT Hartford Life and Annuity Insurance Company ("Hartford") is a stock life
insurance company engaged in the business of writing life insurance and
annuities, both individual and group, in all states of the United States and the
District of Columbia, except New York. On January 1, 1998, Hartford's name will
change to Hartford Life and Annuity Insurance Company. Hartford was originally
incorporated under the laws of Wisconsin on January 9, 1956, and was
subsequently redomiciled to Connecticut. Its offices are located in Simsbury,
Connecticut; however, its mailing address is P.O. Box 2999, Hartford, CT
06104-2999. Hartford is a subsidiary of Hartford Fire Insurance Company, one of
the largest multiple lines insurance carriers in the United States. Hartford is
ultimately owned by The Hartford Financial Services Group, Inc.
    
 
   
    Hartford is rated A+ (superior) by A.M. Best and Company, Inc., on the basis
of its financial soundness and operating performance. Hartford is rated AA by
Standard & Poor's and AA+ by Duff and Phelps, on the basis of its claims paying
ability. These ratings do not apply to the
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                9
- --------------------------------------------------------------------------------
 
   
investment performance of the Investment Divisions of the Separate Account. The
ratings apply to Hartford's ability to meet its insurance obligations, including
those described in this Prospectus.
    
   
    Hartford is subject to Connecticut law governing insurance companies and is
regulated and supervised by the Connecticut 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, Hartford is subject to the insurance laws and regulations of
any jurisdiction in which it sells its insurance policies. 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 Hartford on October 9, 1995 under the insurance laws of the State
of Connecticut, pursuant to a resolution of 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 Connecticut 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 Hartford and the obligations under the Group Policies and the
Certificates are obligations of Hartford. These assets are held separately from
the other assets of Hartford 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
Hartford (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 Hartford.
    
 
   
    The Separate Account has certain Investment Divisions dedicated to the Group
Policies, each of which invests solely in a corresponding Fund. Additional
Investment Divisions may be established or current Investment Divisions may
deleted at the discretion of Hartford. The Separate Account may in the future
include other divisions which will not be available under the Group Policies.
    
                                   THE FUNDS
                                    GENERAL
 
   
    Shares of the Funds are sold to the Separate Account and may be sold to
other separate accounts of 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 Funds and the Fund prospectuses in
connection with that allocation.
    
 
   
    Each Fund continually issues an unlimited number of full and fractional
shares of beneficial interest in the relevant Funds. Such shares are offered to
separate accounts, including the Separate Account, established by Hartford or
one of its affiliated companies specifically to fund the Group Policies and
other policies issued by 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 Fund are reinvested in shares of that Fund at net
asset value. 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 Fund 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 Funds are as set forth below.
    
 
   
 HARTFORD FUNDS
    
 
   
    The Separate Account currently invests in the Hartford Bond Fund and
Hartford Capital Appreciation Fund, diversified open-end management investment
companies sponsored by Hartford and incorporated under the laws of the State of
Maryland and registered as investment companies under the 1940 Act. HL
Investment Advisors, Inc. ("HL Advisors") serves as the investment adviser to
each of the Hartford Funds.
    
 
   
    Wellington Management Company, L.L.P. serves as sub-investment adviser for
Hartford Capital Appreciation Fund. In addition, HL Advisors has entered into an
investment services agreement with The Hartford Investment Management Company,
Inc. ("HIMCO"), pursuant to which HIMCO will provide certain investment services
to Hartford Bond Fund.
    
<PAGE>
10                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 NEUBERGER & BERMAN ADVISERS MANAGERS TRUST
 
   
    The Separate Account currently invests in Neuberger & Berman Advisers
Managers Trust, a diversified open-end management investment company organized
as a Delaware business trust. Each portfolio of Neuberger & Berman Advisers
Managers Trust invests its assets in a corresponding series of 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 investment
performance of the N&B Partners and N&B Balanced Portfolios will directly
correspond with the investment performance of the corresponding series of
Advisers Managers Trust. This "Master/Feeder Fund" structure is different from
that of many other investment companies which directly acquire and manage their
own portfolios of securities.
    
 
   
    The N&B Partners and Balanced Portfolios are advised by Neuberger & Berman
Management Incorporated.
    
 
   
 ALGER AMERICAN FUND, INC.
    
 
   
    The Separate Account currently invests in shares of Alger American Fund, a
diversified open-end management investment company registered under the 1940 Act
and organized as a Massachusetts business trust.
    
 
   
    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.
    
 
   
 MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
    
 
   
    The Separate Account currently invests in shares of Merrill Lynch Variable
Series Funds, Inc., an open-end management investment company which has a wide
range of investment objectives among its sixteen separate funds.
    
 
   
    Merrill Lynch Variable Series Funds, Inc., is advised by Merrill Lynch Asset
Management, L.P., an indirect wholly-owned subsidiary of Merrill Lynch & Co.,
Inc. The general partner of Merrill Lynch Asset Management, L.P. is Princeton
Services, Inc., a wholly-owned subsidiary of Merrill Lynch & Co., Inc.
    
 
   
    The investment objectives and certain policies of the Funds are as follows:
    
 
   
    HARTFORD BOND FUND -- Seeks maximum current income consistent with
preservation of capital by investing primarily in fixed-income securities. Up to
20% of the total assets of this Fund may be invested in debt securities rated in
the highest category below investment grade ("Ba" by Moody's Investor Services,
Inc. or "BB" by Standard & Poor's) or, if unrated, are determined to be of
comparable quality by the Fund's investment adviser. Securities rated below
investment grade are commonly referred to as "high yield-high risk securities"
or "junk bonds." For more information concerning the risks associated with
investing in such securities, please refer to the section in the accompanying
prospectus for the Hartford Funds entitled "Hartford Bond Fund, Inc. --
Investment Policies."
    
 
   
    HARTFORD CAPITAL APPRECIATION FUND -- Seeks growth of capital by investing
in securities selected solely on the basis of potential for capital
appreciation; income, if any, is an incidental consideration.
    
 
   
    N&B PARTNERS PORTFOLIO -- Seeks to achieve capital growth by investing
primarily in common stocks of established companies, using a value-oriented
investment approach designed to increase capital with reasonable risk.
    
 
   
    N&B BALANCED PORTFOLIO -- Seeks to achieve long-term capital growth and
reasonable current income without undue risk to principal by investing, under
normal circumstances, 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.
    
 
   
    ALGER AMERICAN SMALL CAP 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 -- 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.
    
 
   
    ML DOMESTIC MONEY MARKET FUND -- Seeks preservation of capital, liquidity
and the highest possible current income consistent with the foregoing objectives
by investing in short-term domestic money market securities.
    
 
   
    ML INDEX 500 FUND -- Seeks to provide investment results that, before
expenses, correspond to the aggregate price and yield performance of the
Standard & Poor's Composite Stock Price Index.
    
 
   
    ML PRIME BOND FUND -- Seeks as high a level of current income as is
consistent with prudent investment management, and, as a secondary objective,
capital appreciation to the extent consistent with the foregoing objective, by
investing primarily in long-term corporate bonds rated A or better by either
Moody's Investors Service, Inc. or Standard & Poor's Ratings Group.
    
 
   
    ML HIGH CURRENT INCOME FUND -- Seeks as high a level of current income as is
consistent with its investment policies and prudent investment management, and
as a secondary objective, capital appreciation when consistent with the
foregoing objective. The Fund invests principally in fixed-income securities
that are rated in the lower rating categories of the established rating services
or in unrated securities of comparable quality.
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               11
- --------------------------------------------------------------------------------
 
   
    ML QUALITY EQUITY FUND -- Seeks the highest total investment return
consistent with prudent risk. The Fund uses a fully managed investment policy
utilizing equity securities, primarily common stocks of large-capitalization
companies, as well as investment grade debt and convertible securities.
    
 
   
    ML SPECIAL VALUE FOCUS FUND -- Seeks long-term capital growth by investing
in a diversified portfolio of securities, primarily common stocks, of relatively
small companies and of emerging growth companies regardless of size.
    
 
   
    ML NATURAL RESOURCES FOCUS FUND -- Seeks long-term growth of capital and
protection of the purchasing power of shareholders' capital by investing
primarily in equity securities of domestic and foreign companies with
substantial natural resource assets.
    
   
    ML AMERICAN BALANCED FUND -- Seeks a level of current income and a degree of
stability of principal not normally available from an investment solely in
equity securities and the opportunity for capital appreciation greater than is
normally available from an investment solely in debt securities by investing in
a balanced portfolio of fixed income and equity securities.
    
 
   
    ML GLOBAL STRATEGY FOCUS FUND -- Seeks a high total investment return by
investing primarily in a portfolio of equity and fixed income securities,
including convertible securities, of U.S. and foreign issuers.
    
 
   
    ML BASIC VALUE FOCUS FUND -- Seeks capital appreciation and, secondarily,
income by investing in securities, primarily equities, that management of the
Fund believes are undervalued and therefore represent basic investment value.
    
 
   
    ML GLOBAL BOND FOCUS FUND -- Seeks a high total investment return by
investing in a global portfolio of fixed income securities denominated in
various currencies, including multinational currency units.
    
   
    ML GLOBAL UTILITY FOCUS FUND -- Seeks capital appreciation and current
income through investment of at least 65% of its total assets in equity and debt
securities issued by domestic and foreign companies which are, in the opinion of
the Investment Adviser, primarily engaged in the ownership or operation of
facilities used to generate, transmit or distribute electricity,
telecommunications, gas or water.
    
 
   
    ML INTERNATIONAL EQUITY FOCUS FUND -- Seeks capital appreciation and,
secondarily, income through investing in a diversified portfolio of equity
securities of issuers in countries other than the United States.
    
 
   
    ML DEVELOPING CAPITAL MARKETS FOCUS FUND -- Seeks long-term capital
appreciation by investing in securities, principally equities, of issuers in
countries having smaller capital markets.
    
 
   
    ML GOVERNMENT BOND FUND -- Seeks the highest possible current income
consistent with the protection of capital afforded by investing in debt
securities issued or guaranteed by the United States Government, its agencies or
instrumentalities.
    
 
   
    There is no assurance that any Fund 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 Hartford's underwriting rules then in effect. Hartford
reserves the right to reject an enrollment form for any reason permitted by law.
    
                                    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 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
<PAGE>
12                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
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 12. 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 ML Domestic 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 ML Domestic 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 Fund. An Owner may transfer funds
among the Investment Divisions subject to certain restrictions. See "Detailed
Description of Certificate Benefits and Provisions -- Transfers Between the
Investment Divisions," page 13. Any additional Net Premiums received by Us prior
to such date will be allocated to the ML Domestic 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. Subsequent Net
Premiums will be allocated among Investment Divisions according to Your most
recent instructions.
    
 
    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 ML Domestic 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 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 Fund, 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 Fund at the end of the Valuation Period
(plus the per share amount of any dividend or capital gain distributions paid by
that Fund in the Valuation Period then ended) divided by the net asset value per
share of the corresponding Fund at the beginning of the Valuation Period, less
the daily deduction for the mortality and expense risks assumed by 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 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.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               13
- --------------------------------------------------------------------------------
 
                          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 Funds 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 12.
    
                          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 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 Hartford's rules then
in effect, up to twelve (12) partial withdrawals are allowed per Coverage Year;
however, only one (1) partial withdrawal is allowed between any successive
Processing Dates. 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. 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. A 10% penalty tax may be imposed on
income distributed before the insured attains age 59 1/2. See "Federal Tax
Considerations -- Modified Endowment Contracts," page 24.
    
                             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 as set forth in the Certificate. Transfer
requests must be in writing on a form approved by 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. 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,
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14                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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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.
 
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.
 
   
    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 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. 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.
 
   
    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 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 Certificate Anniversary.
Interest payments are due as shown in the Certificate 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 maximum Adjustable Loan Interest Rate We may charge for Loans is 5%.
    
 
CREDITED INTEREST
 
   
    Amounts in the Loan Account for Coverage Years one through ten will be
credited with interest at a rate equal to the Adjustable Loan Interest Rate then
in effect, minus 1%. Amounts in the Loan Account for Coverage Years eleven and
later will be credited with interest at a rate equal to the Adjustable Loan
Interest Rate then in effect, minus .20%.
    
 
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 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
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ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               15
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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 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 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.
 
PAYMENT OPTIONS
 
   
    Death Proceeds under the Certificate may be paid in a lump sum or may be
applied to one of Hartford's payment options. The minimum amount that may be
placed under a payment option is $5,000 unless 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, Hartford may make payments less often. The first, second and third
payment options are based on a net investment rate of 3% per annum. 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.
    
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16                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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    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 U.S. Supreme Court decision in Arizona
Governing Committee v. Norris, income payment options involving life income are
based on unisex actuarial tables. In addition, legislation previously was
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 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, an Owner may request a change in the Face Amount by
making a request In Writing to Hartford and directing such request to the
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 Hartford and subject to Our rules then in effect. Any 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 Hartford, 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 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 Hartford or the
Participating Employer. The party initiating the termination must provide notice
of such termination to each Owner of record, at the Owner's 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 Hartford,
whichever is applicable, nor will any new Certificates be issued. If premium
payments are discontinued, 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 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 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
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.
 
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
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ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               17
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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 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 Hartford's underwriting
rules and 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 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 Hartford or to the agent who sold the Certificate, to be canceled within 10
days after delivery of the Certificate to the Owner, 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 ML Domestic 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
 
   
    When We receive a Premium Payment, We deduct a front-end sales load. The
current front-end sales load is 6.75% of any premium paid for Coverage Years 1
through 7 and 4.75% of any premium paid in Coverage Years 8 and later. The
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 cover expenses related to the sale and distribution of
the Certificates. The front-end sales load may be reduced for certain sales of
the Certificates under circumstances which result in a saving of such sales and
distribution expenses. To qualify for such a reduction, a plan must satisfy
certain criteria as to, for example, the expected number of Owners and the
anticipated Face Amount of all Certificates under the plan. Generally, the sales
contacts and effort and administrative costs per Certificate vary based on such
factors as the size of the plan, the purpose for which Certificates are
purchased and certain characteristics of the plan's members. The amount of
reduction and the criteria for qualification are related to the reduced sales
effort and administrative costs resulting from sales to qualifying plans.
Hartford may modify from time to time on a uniform basis both the amounts of
reductions and the criteria for qualification. Reductions in these charges will
not be unfairly discriminatory against any person, including the affected Owners
funded by the Separate Account.
    
 
PREMIUM RELATED TAX CHARGE
 
   
    We deduct a percentage of each premium to cover taxes assessed against
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 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.
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18                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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                          DEDUCTIONS AND CHARGES FROM
                              THE INVESTMENT VALUE
 
MONTHLY DEDUCTION AMOUNTS
 
   
    On the Coverage Date and on each subsequent Processing Date, 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) 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 Hartford's anticipated mortality
    costs. 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
    structure) under the Group Policy that are agreed to by Hartford and the
    Participating Employer. The actual monthly cost of insurance rates will be
    based on Hartford's expectations as to future experience. 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. 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 Hartford for
    anticipated cost of providing these benefits and are specified on the
    applicable rider.
    
 
      The Riders available are described on page 20 under "Supplemental
    Benefits" section.
 
    (c)
      MONTHLY ADMINISTRATIVE FEE AND OTHER EXPENSE CHARGES
 
   
      Hartford will assess a monthly administrative charge to compensate
    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 Hartford.
Hartford currently deducts a daily charge for Coverage Years one through ten at
an effective
    
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ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               19
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annual rate of .65% of the value of each Investment Division's assets and for
Coverage Years eleven and later at an effective annual rate of .50% of each
Investment Division's assets. In no event will the charge exceed .65% of an
Investment Division's assets on an annual basis. See also, "Premiums --
Accumulation Unit Values," page 12.
    
 
    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 Hartford. Conversely, if the charge proves more than
sufficient, any excess will be added to 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 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
 
   
    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 Policies. If shares of
any of the Funds should no longer be available for investment, or if, in the
judgment of Hartford's management, further investment in shares of any Fund
should become inappropriate in view of the purposes of the Group Policies,
Hartford may substitute shares of another Fund 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, 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 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 Directors for the
Merrill Lynch Variable Series Funds, Inc. (each a "Board") 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 any Board
were to conclude that separate funds should be established for variable annuity
and variable life insurance separate accounts, Hartford will bear the attendant
expenses.
    
 
                                 VOTING RIGHTS
 
   
    In accordance with its view of presently applicable law, 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. Hartford will vote shares for which no instructions have been given and
shares which are not attributable to Owners (i.e., shares owned by 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 Hartford's present interpretation should change and, as a result, 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 14) 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.
 
   
    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
    
<PAGE>
20                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
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, 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 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 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; 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.
    
 
   
    Hartford also reserves the right to change the name of the Separate Account.
We have reserved all rights to the name of Hartford 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
 
   
    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. 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.
 
                             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 23.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               21
- --------------------------------------------------------------------------------
 
                        EXECUTIVE OFFICERS AND DIRECTORS
 
   
<TABLE>
<CAPTION>
                                         POSITION WITH HARTFORD;             OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                        YEAR OF ELECTION                      FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  ----------------------------------------------------------
<S>                               <C>                                    <C>
Wendell J. Bossen, 63             Vice President, 1995**                 Vice President (1992-Present), Hartford Life and Accident
                                                                           Insurance Company; Vice President (1992-Present),
                                                                           Hartford Life Insurance Company; President
                                                                           (1992-Present), International Corporate Marketing Group,
                                                                           Inc.; Executive Vice President (1984-1992), Mutual
                                                                           Benefit.
Gregory A. Boyko, 45              Senior Vice President,                 Vice President & Controller (1995-1997), Hartford; Senior
                                  Chief Financial Officer &                Vice President, Chief Financial Officer & Treasurer
                                  Treasurer, 1997                          (1997-Present); Vice President & Controller (1995-1997),
                                  Director, 1997*                          Hartford Life and Accident Insurance Company; Director
                                                                           (1997-Present); Senior Vice President, Chief Financial
                                                                           Officer & Treasurer (1997-Present); Vice President and
                                                                           Controller (1995-1997), Hartford Life Insurance Company;
                                                                           Senior Vice President, Chief Financial Officer &
                                                                           Treasurer (1997-Present), Hartford Life, Inc.; Chief
                                                                           Financial Officer (1994-1995), IMG American Life; Senior
                                                                           Vice President (1992-1994), Connecticut Mutual Life
                                                                           Insurance Company.
Peter W. Cummins, 60              Senior Vice President, 1997            Vice President (1993-1997), Hartford; Senior Vice
                                                                           President, (1997-Present); Vice President (1989-1997),
                                                                           Hartford Life and Accident Insurance Company; Senior
                                                                           Vice President (1997-Present); Vice President
                                                                           (1989-1997); Director of Broker Dealer Sales--ILAD
                                                                           (1989-1992), Hartford Life Insurance Company.
Ann M. de Raismes, 46             Senior Vice President, 1997            Vice President (1994-1997), Hartford; Senior Vice
                                  Director of Human Resources,             President (1997-Present); Vice President (1994-1997);
                                  1994                                     Assistant Vice President (1992-1994), Hartford Life and
                                                                           Accident Insurance Company; Senior Vice President
                                                                           (1997-Present); Vice President (1994-1997); Assistant
                                                                           Vice President (1992-1994), Hartford Life Insurance
                                                                           Company; Vice President, Human Resources (1997-Present),
                                                                           Hartford Life, Inc.
James R. Dooley, 60               Vice President, 1993                   Director, Information Services (1973-1997), Hartford Life
                                                                           Insurance Company.
Timothy M. Fitch, 44              Vice President, 1995                   Vice President(1995-Present); Actuary (1994-Present);
                                  Actuary, 1997                            Assistant Vice President (1992-1995), Hartford Life and
                                                                           Accident Insurance Company; Vice President
                                                                           (1995-Present); Actuary (1994-Present); Assistant Vice
                                                                           President (1992-1995), Hartford Life Insurance Company.
J. Richard Garrett, 52            Vice President, 1994                   Treasurer (1994-1997), Hartford; Vice President
                                  Assistant Treasurer, 1997                (1993-Present); Assistant Treasurer (1997-Present);
                                                                           Treasurer (1984-1997), Hartford Life and Accident
                                                                           Insurance Company; Vice President, (1993-Present);
                                                                           Assistant Treasurer (1997-Present); Treasurer
                                                                           (1986-1997), Hartford Life Insurance Company; Vice
                                                                           President (1997-Present), Hartford Life, Inc.
Donald J. Gillette, 51            Vice President, 1997                   Assistant Vice President (1995-1997), Hartford; Assistant
                                                                           Vice President (1995-1997), Hartford Life and Accident
                                                                           Insurance Company; Assistant Vice President
                                                                           (1995-Present), Hartford Life Insurance Company.
</TABLE>
    
<PAGE>
 
22                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                         POSITION WITH HARTFORD;             OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                        YEAR OF ELECTION                      FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  ----------------------------------------------------------
<S>                               <C>                                    <C>
Lynda Godkin, 43                  Senior Vice President, 1997            Assistant General Counsel and Secretary (1994-1995),
                                  General Counsel, 1996                    Hartford; Director (1997-Present); Senior Vice President
                                  Corporate Secretary, 1996                (1997-Present); General Counsel (1996-Present);
                                  Director, 1997*                          Corporate Secretary (1995-Present); Associate General
                                                                           Counsel (1995-1996); Assistant General Counsel and
                                                                           Secretary (1994-1995); Counsel (1990-1994), Hartford
                                                                           Life and Accident Company; Senior Vice President
                                                                           (1997-Present); General Counsel (1996-Present);
                                                                           Corporate Secretary (1995-Present); Director
                                                                           (1997-Present); Associate General Counsel (1995-1996);
                                                                           Assistant General Counsel and Secretary (1994-1995);
                                                                           Counsel (1990-1994), Hartford Life Insurance Company;
                                                                           Vice President and General Counsel (1997-Present),
                                                                           Hartford Life, Inc.
Lois W. Grady, 52                 Vice President, 1994                   Vice President (1993-1997); Assistant Vice President
                                                                           (1987-1993), Hartford Life and Accident Insurance
                                                                           Company; Vice President (1993-Present); Assistant Vice
                                                                           President (1987-1993), Hartford Life Insurance Company.
Christopher Graham, 46            Vice President, 1997                   Vice President (1997-Present), Hartford Life Insurance
                                                                           Company.
David A. Hall, 43                 Vice President, 1997                   Senior Vice President (1993-1997); Chief Investment
                                  Actuary, 1993                            Officer (1993), Hartford; Vice President (1997-Present);
                                                                           Actuary (1992-Present); Senior Vice President
                                                                           (1992-1997), Chief Investment Officer (1993); Vice
                                                                           President (1987-1992), Hartford Life and Accident
                                                                           Insurance Company; Vice President (1997-Present);
                                                                           Actuary (1983-Present); Senior Vice President
                                                                           (1992-1997); Chief Investment Officer (1993); Vice
                                                                           President (1989-1992), Hartford Life Insurance Company.
Stephen T. Joyce, 38              Vice President, 1997                   Assistant Vice President (1995-1997), Hartford; Assistant
                                                                           Vice President (1994-1997), Hartford Life and Accident
                                                                           Insurance Company; Vice President (1997-Present);
                                                                           Assistant Vice President (1994-1997), Hartford Life
                                                                           Insurance Company.
Robert A. Kerzner, 45             Vice President, 1997                   Vice President (1994-1997), Hartford Life and Accident
                                                                           Insurance Company; Vice President (1994-Present);
                                                                           Regional Vice President (1991-1994), Hartford Life
                                                                           Insurance Company.
William B. Malchodi, Jr., 47      Vice President, 1994                   Vice President (1994-Present); Director of Taxes
                                  Director of Taxes, 1992                  (1992-Present), Hartford Life and Accident Insurance
                                                                           Company; Vice President (1994-Present); Director of
                                                                           Taxes (1991-Present), Hartford Life Insurance Company.
Thomas M. Marra, 39               Executive Vice President Director,     Senior Vice President (1993-1996); Director of Individual
                                  Individual Life and Annuity              Annuities (1991-1993), Hartford; Director
                                  Division, 1993                           (1994-Present); Executive Vice President (1995-Present);
                                  Director, 1994*                          Director, Individual Life and Annuity Division
                                                                           (1994-Present); Senior Vice President (1994-1995); Vice
                                                                           President (1989-1994); Actuary (1987-1997), Hartford
                                                                           Life Insurance Company; Executive Vice President,
                                                                           Individual Life and Annuities (1997-Present), Hartford
                                                                           Life, Inc.
Steven L. Mattieson, 52           Vice President, 1984                   Director of New Business (1984-1997), Hartford.
C. Michael O'Halloran, 50         Vice President, 1997                   Vice President (1997-Present), Hartford Life Insurance
                                                                           Company; Corporate Secretary (1997-Present), Hartford
                                                                           Life, Inc.; Senior Associate General Counsel
                                                                           (1988-Present), Director of Corporate Law
                                                                           (1994-Present), The Hartford Financial Services Group.
</TABLE>
    
<PAGE>
 
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               23
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                         POSITION WITH HARTFORD;             OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                        YEAR OF ELECTION                      FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  ----------------------------------------------------------
<S>                               <C>                                    <C>
Craig R. Raymond, 36              Senior Vice President, 1997            Vice President (1993-1997); Assistant Vice President
                                  Chief Actuary, 1994                      (1992-1993); Actuary (1989-1994), Hartford; Senior Vice
                                                                           President (1997-Present); Chief Actuary (1994-Present);
                                                                           Vice President (1993-1997); Assistant Vice President
                                                                           (1992-1993); Actuary (1989-1994), Hartford Life
                                                                           Insurance Company; Vice President and Chief Actuary
                                                                           (1997-Present), Hartford Life, Inc.
David T. Schrandt, 49             Vice President, 1987                   Treasurer (1987-1997); Controller (1987-[1997]), Hartford.
Lowndes A. Smith, 58              President, 1989                        Chief Operating Officer (1989-1997), Hartford; President
                                  Chief Executive Officer, 1997            (1989-Present), Chief Executive Officer (1997-Present);
                                  Director, 1985*                          Director (1981-Present); Chief Operating Officer
                                                                           (1989-1997), Hartford Life Insurance Company; Chief
                                                                           Executive Officer and President and Director
                                                                           (1997-Present), Hartford Life, Inc.
Walter C. Welsh, 50               Senior Vice President, 1997            Senior Vice President (1997-Present); Vice President
                                                                           (1995-1997); Assistant Vice President (1993-1995),
                                                                           Hartford Life Insurance Company; Vice President,
                                                                           Government Affairs (1997-Present), Hartford Life, Inc.
David M. Znamierowski, 37         Senior Vice President, 1997            Senior Vice President (1997-Present); Director, Risk
                                                                           Management Strategy (1996-Present); Vice President
                                                                           (1997), Hartford Life Insurance Company; Vice President,
                                                                           Investment Strategy (1997-Present), Hartford Life, Inc.;
                                                                           Vice President, Investment Strategy & Policy, Aetna Life
                                                                           and Casualty.
</TABLE>
    
 
- ------------------------
 
   
 * Denotes year of election to Board of Directors
    
 
   
** Hartford Affiliated Company
    
 
   
Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
    
 
                              DISTRIBUTION OF THE
                                 GROUP POLICIES
 
   
    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 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 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 Hartford. The assets of the
Separate Account are kept physically segregated and held separate and apart from
the General Account of Hartford. 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 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 Hartford.
    
<PAGE>
24                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                           FEDERAL TAX CONSIDERATIONS
    
   
                                    GENERAL
    
 
   
    SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE POLICY OWNER INVOLVED AND THE TYPE OF PLAN UNDER
WHICH THE POLICY IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A POLICY DESCRIBED HEREIN.
    
 
   
    It should be understood that any detailed description of the Federal income
tax consequences regarding the purchase of these Policies 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 Hartford 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 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 13). As a result, such investment income
and realized capital gains are automatically applied to increase reserves under
the Certificate.
    
 
   
    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 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.
    
 
   
                    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. 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.
    
 
   
    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 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
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               25
- --------------------------------------------------------------------------------
 
   
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.
    
 
   
    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 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
                                  AND EXPERTS
    
 
   
    There are no pending material legal proceedings affecting the separate
Account.
    
 
   
    Counsel with respect to federal laws and regulations applicable to the issue
and sale of the Contracts and with respect to Connecticut law is Lynda Godkin,
General Counsel, Hartford Life Insurance Companies, P. O. Box 2999, Hartford,
Connecticut 06104-2999.
    
 
   
    The audited financial statements included in this Prospectus and elsewhere
in the registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report. Reference is made to said report on the
statutory-basis financial statements of ITT Hartford Life and Annuity Insurance
Company which states the statutory-basis financial statements are presented in
accordance with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners and the State of Connecticut
Insurance Department, not presented in accordance with generally accepted
accounting principles. Reference is made to said report on the statutory-basis
financial statements of ITT Hartford Life and Annuity Insurance Company (the
Depositor), which includes an explanatory paragraph with respect to the change
in valuation method in determining aggregate reserves for future benefits in
1994, as discussed in Note 1 to Notes to Statutory
    
<PAGE>
26                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
Financial Statements. The principal business address of Arthur Andersen LLP is
One Financial Plaza, Hartford, CT 06103.
    
 
   
    The hypothetical illustrations included in this Prospectus and Registration
Statement have been approved by Pauline Gyllenhammer, ASA, MAAA, Actuarial
Associate, are included in reliance upon her 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, Hartford, the Group Policies and the
Certificates.
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               27
- --------------------------------------------------------------------------------
 
                                   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 Fund 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 29 to 40 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 0.68%. The 0.68% figure is based on an average of the
current management fees and expenses of the available 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
0.68%, 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, a 1.25% charge for the Federal DAC tax 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, Hartford will furnish a comparable illustration based on a
proposed Certificate's specific circumstances.
    
<PAGE>
28                               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% (-0.68% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1        14,807       12,259      12,259     250,000     11,016      11,016     250,000
         2        30,355       24,275      24,275     250,000     21,853      21,853     250,000
         3        46,680       36,054      36,054     250,000     32,512      32,512     250,000
         4        63,821       47,631      47,631     250,000     43,001      43,001     250,000
         5        81,819       59,025      59,025     250,000     53,318      53,318     250,000
         6       100,717       70,350      70,350     250,000     63,470      63,470     250,000
         7       120,560       81,516      81,516     250,000     73,453      73,453     250,000
         8       126,588       79,974      79,974     250,000     70,957      70,957     250,000
         9       132,917       78,406      78,406     250,000     68,340      68,340     250,000
        10       139,563       76,803      76,803     250,000     65,579      65,579     250,000
        11       146,541       75,249      75,249     250,000     62,658      62,658     250,000
        12       153,868       73,608      73,608     250,000     59,558      59,558     250,000
        13       161,561       71,855      71,855     250,000     56,264      56,264     250,000
        14       169,639       69,978      69,978     250,000     52,756      52,756     250,000
        15       178,121       67,966      67,966     250,000     49,009      49,009     250,000
        16       187,027       65,731      65,731     250,000     44,988      44,988     250,000
        17       196,378       63,354      63,354     250,000     40,648      40,648     250,000
        18       206,197       60,818      60,818     250,000     35,934      35,934     250,000
        19       216,507       58,105      58,105     250,000     30,778      30,778     250,000
        20       227,332       55,194      55,194     250,000     25,110      25,110     250,000
        25       290,140       36,578      36,578     250,000         --          --          --
        30       370,300        6,888       6,888     250,000         --          --          --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               29
- --------------------------------------------------------------------------------
 
   
                           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% (5.32% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1        14,807       13,008      13,008     250,000     11,717      11,717     250,000
         2        30,355       26,536      26,536     250,000     23,947      23,947     250,000
         3        46,680       40,616      40,616     250,000     36,720      36,720     250,000
         4        63,821       55,308      55,308     250,000     50,070      50,070     250,000
         5        81,819       70,661      70,661     250,000     64,030      64,030     250,000
         6       100,717       86,815      86,815     250,000     78,639      78,639     250,000
         7       120,560      103,725     103,725     250,000     93,933      93,933     250,000
         8       126,588      108,118     108,118     250,000     96,905      96,905     250,000
         9       132,917      112,691     112,691     250,000     99,922      99,922     250,000
        10       139,563      117,446     117,446     251,533    102,977     102,977     250,000
        11       146,541      122,547     122,547     255,298    106,067     106,067     250,000
        12       153,868      127,819     127,819     259,172    109,188     109,188     250,000
        13       161,561      133,256     133,256     263,091    112,342     112,342     250,000
        14       169,639      138,860     138,860     267,054    115,529     115,529     250,000
        15       178,121      144,635     144,635     271,063    118,746     118,746     250,000
        16       187,027      150,535     150,535     275,041    121,986     121,986     250,000
        17       196,378      156,630     156,630     279,108    125,238     125,238     250,000
        18       206,197      162,923     162,923     283,292    128,488     128,488     250,000
        19       216,507      169,421     169,421     287,615    131,720     131,720     250,000
        20       227,332      176,128     176,128     292,090    134,919     134,919     250,000
        25       290,140      212,904     212,904     316,757    150,080     150,080     250,000
        30       370,300      255,447     255,447     345,882    162,014     162,014     250,000
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
30                               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% (11.32% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1        14,807       13,756      13,756     250,000     12,418      12,418     250,000
         2        30,355       28,887      28,887     250,000     26,127      26,127     250,000
         3        46,680       45,547      45,547     250,000     41,275      41,275     250,000
         4        63,821       63,939      63,939     250,000     58,031      58,031     250,000
         5        81,819       84,272      84,272     250,000     76,582      76,582     250,000
         6       100,717      106,859     106,859     255,453     97,144      97,144     250,000
         7       120,560      131,760     131,760     305,905    119,796     119,796     278,287
         8       126,588      145,205     145,205     327,529    131,002     131,002     295,665
         9       132,917      160,006     160,006     350,789    143,208     143,208     314,154
        10       139,563      176,289     176,289     375,816    156,493     156,493     333,825
        11       146,541      194,458     194,458     403,243    170,944     170,944     354,753
        12       153,868      214,419     214,419     432,763    186,656     186,656     377,017
        13       161,561      236,320     236,320     464,424    203,740     203,740     400,702
        14       169,639      260,339     260,339     498,376    222,311     222,311     425,899
        15       178,121      286,674     286,674     534,785    242,492     242,492     452,702
        16       187,027      315,431     315,431     573,665    264,407     264,407     481,214
        17       196,378      346,972     346,972     615,443    288,186     288,186     511,544
        18       206,197      381,555     381,555     660,394    313,961     313,961     543,807
        19       216,507      419,465     419,465     708,817    341,864     341,864     578,126
        20       227,332      461,011     461,011     761,017    372,041     372,041     614,633
        25       290,140      735,916     735,916   1,089,846    563,467     563,467     835,186
        30       370,300    1,165,940   1,165,940   1,571,440    841,748     841,748   1,135,656
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               31
- --------------------------------------------------------------------------------
 
   
                        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% (-0.68% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1        14,807       12,248      12,248     262,280     10,964      10,964     261,071
         2        30,355       24,233      24,233     274,287     21,691      21,691     271,817
         3        46,680       35,950      35,950     286,026     32,176      32,176     282,323
         4        63,821       47,431      47,431     297,526     42,419      42,419     292,586
         5        81,819       58,690      58,690     308,804     52,410      52,410     302,597
         6       100,717       69,876      69,876     319,996     62,144      62,144     312,353
         7       120,560       80,869      80,869     331,004     71,603      71,603     321,834
         8       126,588       79,141      79,141     329,279     68,561      68,561     318,803
         9       132,917       77,376      77,376     327,517     65,373      65,373     315,627
        10       139,563       75,558      75,558     325,704     62,015      62,015     312,283
        11       146,541       73,759      73,759     323,903     58,475      58,475     308,758
        12       153,868       71,841      71,841     321,995     54,734      54,734     305,033
        13       161,561       69,768      69,768     319,934     50,784      50,784     301,101
        14       169,639       67,530      67,530     317,710     46,612      46,612     296,948
        15       178,121       65,116      65,116     315,311     42,199      42,199     292,555
        16       187,027       62,412      62,412     312,631     37,516      37,516     287,894
        17       196,378       59,536      59,536     309,769     32,528      32,528     282,931
        18       206,197       56,472      56,472     306,721     27,190      27,190     277,622
        19       216,507       53,206      53,206     303,472     21,452      21,452     271,917
        20       227,332       49,717      49,717     300,001     15,264      15,264     265,766
        25       290,140       28,031      28,031     278,440         --          --          --
        30       370,300           --          --          --         --          --          --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
32                               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% (5.32% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1        14,807       12,996      12,996     262,965     11,661      11,661     261,712
         2        30,355       26,490      26,490     276,417     23,768      23,768     273,781
         3        46,680       40,497      40,497     290,380     36,335      36,335     286,308
         4        63,821       55,070      55,070     304,905     49,376      49,376     299,309
         5        81,819       70,247      70,247     320,031     62,902      62,902     312,794
         6       100,717       86,207      86,207     335,924     76,927      76,927     326,777
         7       120,560      102,859     102,859     352,517     91,452      91,452     341,259
         8       126,588      106,951     106,951     356,598     93,532      93,532     343,345
         9       132,917      111,170     111,170     360,806     95,516      95,516     345,338
        10       139,563      115,507     115,507     365,133     97,374      97,374     347,206
        11       146,541      120,106     120,106     369,709     99,083      99,083     348,928
        12       153,868      124,779     124,779     374,376    100,617     100,617     350,476
        13       161,561      129,495     129,495     379,088    101,956     101,956     351,832
        14       169,639      134,241     134,241     383,832    103,074     103,074     352,969
        15       178,121      139,007     139,007     388,596    103,938     103,938     353,854
        16       187,027      143,672     143,672     393,270    104,504     104,504     354,445
        17       196,378      148,352     148,352     397,948    104,717     104,717     354,689
        18       206,197      153,027     153,027     402,624    104,513     104,513     354,520
        19       216,507      157,681     157,681     407,280    103,813     103,813     353,862
        20       227,332      162,289     162,289     411,892    102,539     102,539     352,637
        25       290,140      183,486     183,486     433,152     84,839      84,839     335,282
        30       370,300      197,273     197,273     447,114     37,237      37,237     288,338
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               33
- --------------------------------------------------------------------------------
 
   
                        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% (11.32% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1        14,807       13,744      13,744     263,647     12,359      12,359     262,351
         2        30,355       28,836      28,836     278,622     25,931      25,931     275,816
         3        46,680       45,413      45,413     295,069     40,835      40,835     290,604
         4        63,821       63,659      63,659     313,170     57,208      57,208     306,850
         5        81,819       83,766      83,766     333,114     75,193      75,193     324,694
         6       100,717      106,085     106,085     355,240     94,952      94,952     344,298
         7       120,560      130,720     130,720     379,674    116,650     116,650     365,827
         8       126,588      143,877     143,877     392,724    126,787     126,787     375,893
         9       132,917      158,363     158,363     407,094    137,800     137,800     386,829
        10       139,563      174,304     174,304     422,909    149,755     149,755     398,702
        11       146,541      192,100     192,100     440,541    162,737     162,737     411,594
        12       153,868      211,662     211,662     459,949    176,832     176,832     425,593
        13       161,561      233,142     233,142     481,262    192,149     192,149     440,802
        14       169,639      256,734     256,734     504,670    208,797     208,797     457,334
        15       178,121      282,651     282,651     530,384    226,896     226,896     475,307
        16       187,027      311,001     311,001     565,607    246,566     246,566     494,840
        17       196,378      342,097     342,097     606,797    267,933     267,933     516,059
        18       206,197      376,193     376,193     651,115    291,126     291,126     539,093
        19       216,507      413,571     413,571     698,856    316,279     316,279     564,075
        20       227,332      454,531     454,531     750,321    343,543     343,543     591,155
        25       290,140      725,567     725,567   1,074,520    518,335     518,335     768,291
        30       370,300    1,149,539   1,149,539   1,549,335    774,268     774,268   1,044,614
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
34                               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% (-0.68% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1         6,300        5,058       5,058     250,000      3,969       3,969     250,000
         2        12,915        9,955       9,955     250,000      7,814       7,814     250,000
         3        19,861       14,691      14,691     250,000     11,532      11,532     250,000
         4        27,154       19,298      19,298     250,000     15,123      15,123     250,000
         5        34,812       23,790      23,790     250,000     18,578      18,578     250,000
         6        42,853       28,300      28,300     250,000     21,896      21,896     250,000
         7        51,296       32,720      32,720     250,000     25,060      25,060     250,000
         8        60,161       37,167      37,167     250,000     28,178      28,178     250,000
         9        69,469       41,514      41,514     250,000     31,117      31,117     250,000
        10        79,242       45,755      45,755     250,000     33,858      33,858     250,000
        11        89,504       49,933      49,933     250,000     36,396      36,396     250,000
        12       100,279       53,967      53,967     250,000     38,718      38,718     250,000
        13       111,593       57,833      57,833     250,000     40,821      40,821     250,000
        14       123,473       61,530      61,530     250,000     42,694      42,694     250,000
        15       135,947       65,054      65,054     250,000     44,326      44,326     250,000
        16       149,044       68,328      68,328     250,000     45,691      45,691     250,000
        17       162,796       71,444      71,444     250,000     46,763      46,763     250,000
        18       177,236       74,394      74,394     250,000     47,504      47,504     250,000
        19       192,398       77,172      77,172     250,000     47,869      47,869     250,000
        20       208,318       79,768      79,768     250,000     47,813      47,813     250,000
        25       300,684       89,559      89,559     250,000     39,595      39,595     250,000
        30       418,569       92,205      92,205     250,000      9,395       9,395     250,000
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               35
- --------------------------------------------------------------------------------
 
   
                           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% (5.32% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1         6,300        5,371       5,371     250,000      4,244       4,244     250,000
         2        12,915       10,895      10,895     250,000      8,613       8,613     250,000
         3        19,861       16,578      16,578     250,000     13,110      13,110     250,000
         4        27,154       22,458      22,458     250,000     17,740      17,740     250,000
         5        34,812       28,559      28,559     250,000     22,503      22,503     250,000
         6        42,853       35,026      35,026     250,000     27,403      27,403     250,000
         7        51,296       41,767      41,767     250,000     32,433      32,433     250,000
         8        60,161       48,920      48,920     250,000     37,716      37,716     250,000
         9        69,469       56,374      56,374     250,000     43,129      43,129     250,000
        10        79,242       64,136      64,136     250,000     48,665      48,665     250,000
        11        89,504       72,305      72,305     250,000     54,329      54,329     250,000
        12       100,279       80,795      80,795     250,000     60,123      60,123     250,000
        13       111,593       89,609      89,609     250,000     66,058      66,058     250,000
        14       123,473       98,770      98,770     250,000     72,144      72,144     250,000
        15       135,947      108,302     108,302     250,000     78,388      78,388     250,000
        16       149,044      118,178     118,178     250,000     84,792      84,792     250,000
        17       162,796      128,502     128,502     250,000     91,360      91,360     250,000
        18       177,236      139,308     139,308     250,000     98,090      98,090     250,000
        19       192,398      150,598     150,598     255,659    104,984     104,984     250,000
        20       208,318      162,293     162,293     269,146    112,049     112,049     250,000
        25       300,684      227,135     227,135     337,929    150,808     150,808     250,000
        30       418,569      303,379     303,379     410,783    198,016     198,016     268,393
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
36                               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% (11.32% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1         6,300        5,684       5,684     250,000      4,519       4,519     250,000
         2        12,915       11,873      11,873     250,000      9,446       9,446     250,000
         3        19,861       18,619      18,619     250,000     14,822      14,822     250,000
         4        27,154       26,015      26,015     250,000     20,697      20,697     250,000
         5        34,812       34,146      34,146     250,000     27,120      27,120     250,000
         6        42,853       43,229      43,229     250,000     34,154      34,154     250,000
         7        51,296       53,255      53,255     250,000     41,854      41,854     250,000
         8        60,161       64,462      64,462     250,000     50,426      50,426     250,000
         9        69,469       76,839      76,839     250,000     59,827      59,827     250,000
        10        79,242       90,513      90,513     250,000     70,152      70,152     250,000
        11        89,504      105,766     105,766     250,000     81,513      81,513     250,000
        12       100,279      122,638     122,638     250,000     94,043      94,043     250,000
        13       111,593      141,223     141,223     277,536    107,899     107,899     250,000
        14       123,473      161,633     161,633     309,420    123,262     123,262     250,000
        15       135,947      184,040     184,040     343,322    140,267     140,267     261,861
        16       149,044      208,553     208,553     379,290    158,765     158,765     288,949
        17       162,796      235,459     235,459     417,646    178,865     178,865     317,494
        18       177,236      264,978     264,978     458,623    200,683     200,683     347,601
        19       192,398      297,356     297,356     502,475    224,340     224,340     379,381
        20       208,318      332,856     332,856     549,464    249,962     249,962     412,951
        25       300,684      568,086     568,086     841,300    413,103     413,103     612,313
        30       418,569      936,626     936,626   1,262,373    651,376     651,376     878,813
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               37
- --------------------------------------------------------------------------------
 
   
                        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% (-0.68% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1         6,300        5,053       5,053     255,077      3,948       3,948     254,047
         2        12,915        9,938       9,938     259,975      7,752       7,752     257,863
         3        19,861       14,649      14,649     264,701     11,407      11,407     261,530
         4        27,154       19,216      19,216     269,280     14,909      14,909     265,045
         5        34,812       23,653      23,653     273,728     18,247      18,247     268,397
         6        42,853       28,107      28,107     278,181     21,417      21,417     271,581
         7        51,296       32,457      32,457     282,539     24,398      24,398     274,578
         8        60,161       36,817      36,817     286,908     27,294      27,294     277,491
         9        69,469       41,058      41,058     291,159     29,965      29,965     280,180
        10        79,242       45,168      45,168     295,280     32,389      32,389     282,624
        11        89,504       49,181      49,181     299,301     34,553      34,553     284,810
        12       100,279       53,006      53,006     303,142     36,442      36,442     286,721
        13       111,593       56,609      56,609     306,763     38,048      38,048     288,351
        14       123,473       59,981      59,981     310,154     39,357      39,357     289,685
        15       135,947       63,111      63,111     313,304     40,354      40,354     290,708
        16       149,044       65,886      65,886     316,108     41,009      41,009     291,391
        17       162,796       68,425      68,425     318,667     41,289      41,289     291,702
        18       177,236       70,712      70,712     320,975     41,150      41,150     291,598
        19       192,398       72,734      72,734     323,019     40,542      40,542     291,028
        20       208,318       74,471      74,471     324,780     39,417      39,417     289,946
        25       300,684       78,016      78,016     328,475     24,684      24,684     275,475
        30       418,569       70,048      70,048     320,727         --          --          --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
38                               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% (5.32% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1         6,300        5,366       5,366     255,364      4,222       4,222     254,301
         2        12,915       10,876      10,876     260,862      8,545       8,545     258,615
         3        19,861       16,529      16,529     266,503     12,965      12,965     263,027
         4        27,154       22,360      22,360     272,319     17,483      17,483     267,537
         5        34,812       28,390      28,390     278,331     22,090      22,090     272,136
         6        42,853       34,778      34,778     284,689     26,782      26,782     276,821
         7        51,296       41,415      41,415     291,305     31,541      31,541     281,574
         8        60,161       48,433      48,433     298,300     36,476      36,476     286,504
         9        69,469       55,714      55,714     305,559     41,447      41,447     291,472
        10        79,242       63,254      63,254     313,077     46,430      46,430     296,454
        11        89,504       71,131      71,131     320,926     51,410      51,410     301,434
        12       100,279       79,241      79,241     329,015     56,366      56,366     306,392
        13       111,593       87,557      87,557     337,314     61,286      61,286     311,315
        14       123,473       96,076      96,076     345,816     66,150      66,150     316,184
        15       135,947      104,796     104,796     354,518     70,935      70,935     320,976
        16       149,044      113,605     113,605     363,320     75,603      75,603     325,654
        17       162,796      122,627     122,627     372,324     80,110      80,110     330,175
        18       177,236      131,853     131,853     381,532     84,398      84,398     334,481
        19       192,398      141,276     141,276     390,939     88,399      88,399     338,506
        20       208,318      150,882     150,882     400,529     92,044      92,044     342,182
        25       300,684      200,903     200,903     450,501    102,588     102,588     352,964
        30       418,569      251,137     251,137     500,767     90,447      90,447     341,347
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               39
- --------------------------------------------------------------------------------
 
   
                        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% (11.32% NET)
    
 
   
<TABLE>
<CAPTION>
               PREMIUMS             CURRENT CHARGES*                 GUARANTEED CHARGES**
              ACCUMULATED   ---------------------------------  ---------------------------------
                 AT 5%                    CASH                               CASH
  END OF     INTEREST PER     CASH      SURRENDER     DEATH      CASH      SURRENDER     DEATH
POLICY YEAR      YEAR         VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- -----------  -------------  ---------  -----------  ---------  ---------  -----------  ---------
<S>          <C>            <C>        <C>          <C>        <C>        <C>          <C>
         1         6,300        5,679       5,679     255,650      4,496       4,496     254,553
         2        12,915       11,852      11,852     261,780      9,371       9,371     259,395
         3        19,861       18,564      18,564     268,444     14,656      14,656     264,645
         4        27,154       25,900      25,900     275,726     20,391      20,391     270,340
         5        34,812       33,939      33,939     283,704     26,610      26,610     276,517
         6        42,853       42,912      42,912     292,595     33,355      33,355     283,216
         7        51,296       52,786      52,786     302,391     40,659      40,659     290,472
         8        60,161       63,787      63,787     313,304     48,696      48,696     298,455
         9        69,469       75,889      75,889     325,309     57,385      57,385     307,087
        10        79,242       89,193      89,193     338,509     66,771      66,771     316,412
        11        89,504      103,940     103,940     353,129     76,910      76,910     326,485
        12       100,279      120,124     120,124     369,188     87,861      87,861     337,365
        13       111,593      137,863     137,863     386,791     99,699      99,699     349,126
        14       123,473      157,311     157,311     406,090    112,500     112,500     361,843
        15       135,947      178,637     178,637     427,253    126,344     126,344     375,596
        16       149,044      201,922     201,922     450,366    141,306     141,306     390,461
        17       162,796      227,498     227,498     475,742    157,466     157,466     406,516
        18       177,236      255,593     255,593     503,617    174,899     174,899     423,838
        19       192,398      286,459     286,459     534,242    193,681     193,681     442,502
        20       208,318      320,373     320,373     567,890    213,897     213,897     462,593
        25       300,684      546,986     546,986     810,052    340,535     340,535     588,448
        30       418,569      903,186     903,186   1,217,303    521,247     521,247     768,123
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  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.
 
      THE DEATH BENEFIT MAY, AND THE CASH VALUE AND CASH SURRENDER VALUE WILL
      DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>
    
 
   
    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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
    
<PAGE>
40                              HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
                         PART I. FINANCIAL INFORMATION
                                    ITEM 1.
                              FINANCIAL STATEMENTS
 
    The following unaudited financial statements, reflect, in the opinion of
management, all adjustments which are of normal recurring nature necessary to
present fairly the financial position, the results of operations and the cash
flows for the periods presented. Certain reclassifications of prior year results
were made to conform to current presentation. Interim results are not indicative
of the results which may be expected for any other interim period or the full
year. Statements contained in this discussion, other than statements of
historical fact, are forward-looking statements. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements are made based upon
management's expectations and beliefs concerning future developments and their
potential effect on Hartford Life Insurance Company ("the Company"). There can
be no assurance that future developments will be in accordance with management's
expectations or that the effect of these future developments on the Company will
be those anticipated by management. Actual results could differ materially from
those expected by the Company, depending on the outcome of certain factors,
including those described with the forward-looking statements. For a description
of accounting policies, see Note 1 to Consolidated Financial Statements in the
1996 Form 10-K. The Company is an indirect subsidiary of Hartford Life, Inc.
("HLI"). Accordingly, the financial statements presented below are a partial
disclosure of HLI's financials. For a full disclosure of HLI's operations, refer
to the HLI 10Q, as filed with the Securities and Exchange Commission as of June
30, 1997.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                              41
- --------------------------------------------------------------------------------
 
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                 (IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                        QUARTER       SIX MONTHS
                                                         ENDED           ENDED
                                                       JUNE 30,        JUNE 30,
                                                      -----------   ---------------
 <S>                                                  <C>    <C>    <C>      <C>
                                                      1997   1996    1997     1996
                                                      ----   ----   ------   ------
                                                      (UNAUDITED)     (UNAUDITED)
 Revenues
   Premiums and other considerations...............   $323   $299   $  633   $  943
   Net investment income...........................    322    318      659      651
   Net realized capital gains (losses).............      0     (1)       4       (1)
                                                      ----   ----   ------   ------
     Total Revenues................................    645    616    1,296    1,593
                                                      ----   ----   ------   ------
 Benefits, Claims and Expenses
   Benefits, claims and claim adjustment
    expenses.......................................    310    392      652      788
   Amortization of deferred policy acquisition
    costs..........................................     91     63      172      129
   Dividends to policyholders......................     18     61       72      347
   Other insurance expenses........................    117     34      190      198
                                                      ----   ----   ------   ------
     Total Benefits, Claims and Expenses...........    536    550    1,086    1,462
                                                      ----   ----   ------   ------
   Income before income tax expense................    109     66      210      131
   Income tax expense..............................     35     23       73       45
                                                      ----   ----   ------   ------
 Net income........................................   $ 74   $ 43   $  137   $   86
                                                      ----   ----   ------   ------
                                                      ----   ----   ------   ------
</TABLE>
 
<PAGE>
42                              HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN MILLIONS EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                       JUNE 30,      DECEMBER 31,
                                                         1997            1996
                                                      -----------    ------------
 <S>                                                  <C>            <C>
                                                      (UNAUDITED)
 Assets
   Investments:
   Fixed maturities, available for sale, at fair
    value (amortized cost $13,797 and $13,579).....     $13,844        $13,624
   Equity securities, available for sale, at fair
    value..........................................         137            119
   Mortgage loans, at outstanding balance..........          --              2
   Policy loans, at outstanding balance............       3,754          3,836
   Other investments, at cost......................          50             54
                                                      -----------    ------------
     Total investments.............................      17,785         17,635
   Cash............................................          77             43
   Premiums and amounts receivable.................          58            137
   Reinsurance recoverable.........................       6,362          6,259
   Accrued investment income.......................          35            407
   Deferred policy acquisition costs...............       2,989          2,760
   Deferred income tax.............................         466            474
   Other assets....................................         308            357
   Separate account assets.........................      58,970         49,690
                                                      -----------    ------------
     Total assets..................................     $87,374        $77,762
                                                      -----------    ------------
                                                      -----------    ------------
 Liabilities and Stockholders' Equity
   Future policy benefits..........................     $ 2,889        $ 2,474
   Other policyholder funds........................      21,279         22,134
   Other liabilities...............................       2,204          1,572
   Separate account liabilities....................      58,970         49,690
                                                      -----------    ------------
     Total liabilities.............................      85,342         75,870
                                                      -----------    ------------
   Common stock -- authorized 1,000 shares, $5,690
    par value, issued and outstanding 1,000
    shares.........................................           6              6
   Additional paid-in capital......................       1,045          1,045
   Unrealized gain on investments, net of tax......          33             30
   Retained earnings...............................         948            811
                                                      -----------    ------------
     Total stockholders' equity....................       2,032          1,892
                                                      -----------    ------------
   Total liabilities and stockholders' equity......     $87,374        $77,762
                                                      -----------    ------------
                                                      -----------    ------------
</TABLE>
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                              43
- --------------------------------------------------------------------------------
 
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                 SIX MONTHS
                                               ENDED JUNE 30,
                                            --------------------
 <S>                                        <C>         <C>
                                              1997        1996
                                            --------    --------
                                                (UNAUDITED)
 Operating Activities:
   Net income............................   $    137    $     86
   Adjustments to net income:
   Net realized capital (gains) losses on
    sale of investments..................         (4)          1
   Net increase in deferred policy
    acquisition costs....................       (229)       (300)
   Net amortization of premium on fixed
    maturities...........................          0           7
   Decrease (increase) in deferred income
    tax benefit..........................          9         (88)
   Decrease in premiums and amounts
    receivable...........................         92          20
   Decrease in other assets..............         50          26
   Increase in reinsurance recoverable...       (251)       (264)
   Increase in liability for future
    policy benefits......................        415         304
   Increase in other liabilities.........        146         150
   Decrease (increase) in accrued
    investment income....................         48          (5)
                                            --------    --------
     Cash provided by (used for)
      operating activities...............        413         (63)
                                            --------    --------
 Investing Activities:
   Purchases of fixed maturities
    investments..........................     (3,801)     (2,717)
   Sales of fixed maturities
    investments..........................      2,274       1,348
   Maturities and principal paydowns of
    fixed maturities investments.........      1,343       1,469
   Net sales (purchases) of other
    investments..........................        110        (120)
   Net sales of short-term investments...        138         232
                                            --------    --------
     Cash provided by investing
      activities.........................         64         212
                                            --------    --------
 Financing Activities:
   Net disbursements for investment and
    universal life-type contracts charged
    from policyholder accounts...........       (443)       (187)
   Capital contribution..................         --          38
                                            --------    --------
     Cash used for financing
      activities.........................       (443)       (149)
                                            --------    --------
   Net increase in cash..................         34           0
   Cash at beginning of period...........         43          46
                                            --------    --------
 Cash at end of period...................   $     77    $     46
                                            --------    --------
                                            --------    --------
</TABLE>
 
<PAGE>
44                              HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
                    ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS
                            OF RESULTS OF OPERATIONS
                                 (IN MILLIONS)
              QUARTER AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
 
SEGMENT RESULTS
 
<TABLE>
<CAPTION>
                                        QUARTER ENDED         SIX MONTHS ENDED
                                           JUNE 30,               JUNE 30,
                                    ----------------------  --------------------
<S>                                 <C>          <C>        <C>        <C>
                                       1997        1996       1997       1996
                                       -----     ---------  ---------  ---------
Annuity...........................   $      49   $      37  $      92  $      70
Individual Life Insurance.........          12          10         23         19
Employee Benefits.................           9           6         15         14
Guaranteed Investment Contracts...          --         (15)        --        (30)
Corporate Operation...............           4           5          7         13
                                           ---   ---------  ---------  ---------
Net Income........................   $      74   $      43  $     137  $      86
                                           ---   ---------  ---------  ---------
                                           ---   ---------  ---------  ---------
</TABLE>
 
    Net income increased $31, or 72%, and $51, or 59%, for the second quarter
and six months ended June 30, 1997, respectively, over prior year. This increase
is reflective of continued, solid growth in both the Annuity and Individual Life
Insurance segments. Net income in the Annuity segment increased due to higher
fee income on growing account values as well as strong new business sales. Net
income in the Individual Life Insurance segment increased due to cost of
insurance charges and other fee income on a growing block of life insurance
in-force, as well as favorable mortality results. Guaranteed Investment
Contracts reported no net income in the second quarter of 1997 consistent with
management's expectations that net income subsequent to 1996 will be immaterial.
 
ANNUITY
 
<TABLE>
<CAPTION>
                                     QUARTER ENDED        SIX MONTHS ENDED
                                        JUNE 30,              JUNE 30,
                                  --------------------  --------------------
<S>                               <C>        <C>        <C>        <C>
                                    1997       1996       1997       1996
                                  ---------  ---------  ---------  ---------
Revenues........................  $     308  $     232  $     588  $     466
Expenses........................        259        195        496        396
                                  ---------  ---------  ---------  ---------
Net Income......................  $      49  $      37  $      92  $      70
                                  ---------  ---------  ---------  ---------
                                  ---------  ---------  ---------  ---------
</TABLE>
 
    Revenues, which are primarily comprised of investment income and management
and maintenance fees, grew $76, or 33%, to $308 in the second quarter of 1997
and $122, or 26%, to $588 for the six months ended June 30, 1997. This growth
resulted from an increase in the average account value, primarily driven by
individual variable annuities, of $14.2 billion, or 35%, to $55.2 billion as of
June 30, 1997 from $41.0 billion as of June 30, 1996. This is a result of
approximately $10 billion in new sales of individual annuities over the last
twelve months and market appreciation. Additionally, new individual annuity
sales were approximately $2.5 billion and $5.1 billion for the second quarter
and six months ended June 30, 1997, respectively, similar to sales of $2.7
billion and $4.9 billion, respectively, for the same periods of 1996. Growth in
the assets under management by this segment also resulted in increased expenses
related to other insurance expenses, amortization of deferred policy acquisition
costs and taxes. Expenses increased $64, or 33%, to $259 in the second quarter
of 1997 and $100, or 25%, to $496 for the six months ended June 30, 1997. Net
income increased $12, or 32%, to $49 in the second quarter of 1997 and $22, or
31%, to $92 for the six months ended June 30, 1997.
 
INDIVIDUAL LIFE INSURANCE
 
<TABLE>
<CAPTION>
                                     QUARTER ENDED        SIX MONTHS ENDED
                                        JUNE 30,              JUNE 30,
                                  --------------------  --------------------
<S>                               <C>        <C>        <C>        <C>
                                    1997       1996       1997       1996
                                  ---------  ---------  ---------  ---------
Revenues........................  $     125  $     101  $     236  $     216
Expenses........................        113         91        213        197
                                  ---------  ---------  ---------  ---------
Net Income......................  $      12  $      10  $      23  $      19
                                  ---------  ---------  ---------  ---------
                                  ---------  ---------  ---------  ---------
</TABLE>
 
    Revenues increased $24, or 24%, to $125 in the second quarter of 1997 and
$20, or 9%, to $236 for the six months ended June 30, 1997. In the first quarter
of 1996, a block of business was assumed from Investors Equity which increased
revenues by $9. Excluding this transaction, year to date revenues increased $29,
or 14% over prior year. This growth was driven by increased cost of insurance
charges and other fee income earned on this growing block of business. Life
insurance in-force grew approximately $3.3 billion, or 6%, as of June 30, 1997
over the prior period, primarily due to sales of variable life products.
Expenses in this segment increased $22, or 24%, to $113 and $16, or 8%, in the
second quarter of 1997 and for the six months ended June 30, 1997, respectively,
over the same period last year, consistent with a growing block of business. As
a result, net income increased $2, or 20%, to $12 in the second quarter of 1997
and $4, or 21%, to $23 for the six months ended June 30, 1997.
 
EMPLOYEE BENEFITS
 
<TABLE>
<CAPTION>
                                     QUARTER ENDED        SIX MONTHS ENDED
                                        JUNE 30,              JUNE 30,
                                  --------------------  --------------------
<S>                               <C>        <C>        <C>        <C>
                                    1997       1996       1997       1996
                                  ---------  ---------  ---------  ---------
Revenues........................  $     142  $     210  $     321  $     753
Expenses........................        133        204        306        739
                                  ---------  ---------  ---------  ---------
Net Income......................  $       9  $       6  $      15  $      14
                                  ---------  ---------  ---------  ---------
                                  ---------  ---------  ---------  ---------
</TABLE>
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                              45
- --------------------------------------------------------------------------------
 
    Revenues declined $68, or 32%, to $142 in the second quarter of 1997 and
$432, or 57%, for the six months ended June 30, 1997 over the same period last
year. This decline is mainly related to the passage of the Health Insurance
Portability and Accountability Act of 1996, which effectively eliminated all
future sales of leveraged COLI. Expenses declined $71, or 35%, in the second
quarter of 1997 and $433, or 59%, for the six months ended June 30, 1997, over
the same period last year. Significant declines in benefits, claims and claim
adjustment expenses and policyholder dividends are the result of the decline of
the block of COLI business. As a result, net income increased $3, or 50%, in the
second quarter of 1997 and $1, or 7%, for the six months ended June 30, 1997.
 
GUARANTEED INVESTMENT CONTRACTS
 
<TABLE>
<CAPTION>
                                     QUARTER ENDED        SIX MONTHS ENDED
                                        JUNE 30,              JUNE 30,
                                  --------------------  --------------------
<S>                               <C>        <C>        <C>        <C>
                                    1997       1996       1997       1996
                                  ---------  ---------  ---------  ---------
Revenues........................  $      62  $      67  $     134  $     140
Expenses........................         62         82        134        170
                                  ---------  ---------  ---------  ---------
Net Income......................  $      --  $     (15) $      --  $     (30)
                                  ---------  ---------  ---------  ---------
                                  ---------  ---------  ---------  ---------
</TABLE>
 
    This segment had no net income for the three and six months ended June 30,
1997, as compared to losses of $15 and $30 for the same periods last year. These
results are consistent with management's expectations that net income (loss)
from Closed Book GRC in the years subsequent to 1996 will be immaterial based on
the Company's current projections for the performance of the assets and
liabilities associated with Closed Book GRC due to actions taken in the third
quarter of 1996.
<PAGE>
46                              HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
                         NOTES TO FINANCIAL STATEMENTS
 
HARTFORD LIFE INC. INITIAL PUBLIC OFFERING
 
    On February 10, 1997, HLI, an indirect parent of the Company, filed a
registration statement with the Securities and Exchange Commission, as amended,
relating to an Initial Public Offering ("IPO") of up to 20% of HLI's Class A
common stock. Pursuant to the IPO on May 22, 1997, HLI sold to the public 26
million shares at $28.25 per share and received net proceeds of $687. Of the
proceeds, $527 was used to retire debt related to HLI's promissory notes
outstanding and the line of credit discussed in the note below with the
remaining $160 contributed to HLI's insurance subsidiaries to be used for
working capital and other general corporate purposes.
 
    The 26 million shares sold from the IPO represent approximately 18.6% of the
equity ownership in HLI and approximately 4.4% of the combined voting power of
HLI's Class A and Class B Common Stock. The Hartford Financial Services Group,
Inc. ("The Hartford"), an indirect parent of HLI, owns all of the 114 million
outstanding shares of Class B Common Stock of HLI, representing 81.4% of the
equity ownership in HLI and approximately 95.6% of the combined voting power of
HLI's Class A and Class B Common Stock. Holders of Class A Common Stock
generally have identical rights to the holders of Class B Common Stock except
that the holders of Class A Common Stock are entitled to one vote per share
while holders of Class B Common Stock are entitled to five votes per share on
all matters submitted to a vote of the HLI stockholders.
 
HARTFORD LIFE INC. DEBT OFFERING
 
    On February 7, 1997, HLI declared a dividend of $1,184 payable to its direct
parent, Hartford Accident and Indemnity Company ("HA&I"). As a result, HLI
borrowed $1,084 on February 18, 1997, pursuant to a $1,300 line of credit, with
interest payable at the two-month Eurodollar rate plus 15 basis points, which,
together with a promissory note in the amount of $100, was paid as a dividend to
HA&I on February 20, 1997. Of the $1,184 dividend, $893 constituted a repayment
of the portion of HLI's third party indebtedness internally allocated, for
financial reporting purposes, to HLI's insurance subsidiaries (the "Allocated
Advances"). In addition, on April 4, 1997, HLI declared and paid a dividend of
$25 to its parent in the form of a promissory note. Subsequently, $12 of this
note was forgiven in the form of a capital contribution from HA&I.
 
    On February 14, 1997, HLI filed a shelf registration statement for the
issuance and sale of up to $1.0 billion in the aggregate of senior debt
securities, subordinated debt securities and preferred stock. On June 17, 1997,
HLI issued $650 of unsecured redeemable long-term debt in the form of notes and
debentures. Of this amount, $200 was in the form of 6.90% notes due June 15,
2004, $200 of 7.10% notes due June 15, 2007, and $250 of 7.65% debentures due
June 15, 2027. Interest on each of the notes and debentures is payable
semi-annually on June 15 and December 15, of each year, commencing December 15,
1997. HLI also issued $50 of short-term debt in the form of commercial paper. Of
the proceeds from this issuance, $670 was used to retire the remaining balance
on the $1,300 line of credit with the remainder being used for working capital
and other general corporate purposes. Subsequently, HLI reduced the capacity of
the line of credit from $1,300 to $250, which will be primarily used to support
the commercial paper program.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               47
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of ITT Hartford Life and Annuity Insurance Company:
 
We have audited the accompanying statutory-basis balance sheets of ITT Hartford
Life and Annuity Insurance Company (a Connecticut Corporation and wholly owned
subsidiary of Hartford Life Insurance Company) (the Company) as of December 31,
1996 and 1995, and the related statutory-basis statements of income, changes in
capital and surplus, and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
statutory-basis financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
The Company presents its financial statements in conformity with statutory
accounting practices as described in Note 1 of notes to statutory-basis
financial statements. When statutory-basis financial statements are presented
for purposes other than for filing with a regulatory agency, generally accepted
auditing standards require that an auditors' report on them state whether they
are presented in conformity with generally accepted accounting principles. The
accounting practices used by the Company vary from generally accepted accounting
principles as explained and quantified in Note 1. In our opinion, because the
differences in accounting practices as described in Note 1 are material, the
statutory-basis financial statements referred to above do not present fairly, in
accordance with generally accepted accounting principles, the financial position
of the Company as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996.
 
However, in our opinion, the statutory-basis financial statements referred to
above present fairly, in all material respects, the financial position of the
Company as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 1996
in conformity with statutory accounting practices as described in Note 1.
 
As discussed in Note 1 of notes to statutory financial statements, during 1994,
the Company changed its valuation method in determining aggregate reserves for
future benefits.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
February 10, 1997
<PAGE>
48                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                      STATUTORY BASIS STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                                                                                      FOR THE YEARS ENDED
                                                                                                          DECEMBER 31,
                                                                                              ------------------------------------
<S>                                                                                           <C>          <C>          <C>
                                                                                                 1996         1995         1994
                                                                                              ----------   ----------   ----------
                                                                                                             ($000)
Revenues
  Premiums and Annuity Considerations......................................................   $  250,244   $  165,792   $  442,173
  Annuity and Other Fund Deposits..........................................................    1,897,347    1,087,661      608,685
  Net Investment Income....................................................................       98,441       78,787       29,012
  Commissions and Expense Allowances on Reinsurance Ceded..................................      370,637      183,380      154,527
  Reserve Adjustment on Reinsurance Ceded..................................................    3,864,395    1,879,785    1,266,926
  Other Revenues...........................................................................      161,906      140,796       41,857
                                                                                              ----------   ----------   ----------
    Total Revenues.........................................................................    6,642,970    3,536,201    2,543,180
                                                                                              ----------   ----------   ----------
Benefits and Expenses
  Death and Annuity Benefits...............................................................       60,111       53,029        7,948
  Surrenders and Other Benefit Payments....................................................      276,720      221,392      181,749
  Commissions and Other Expenses...........................................................      491,720      236,202      186,303
  Increase in Reserves for Future Benefits.................................................       27,351       94,253      416,748
  Increase in Liability for Prremium and Other Deposit Funds...............................      207,156      460,124      182,934
  Net Transfers to Separate Accounts.......................................................    5,492,964    2,414,669    1,541,419
                                                                                              ----------   ----------   ----------
    Total Benefits and Expenses............................................................    6,556,022    3,479,669    2,517,101
                                                                                              ----------   ----------   ----------
Net Gain from Operations Before Federal Income Tax Expense.................................       86,948       56,532       26,079
  Federal Income Tax Expense...............................................................       19,360       14,048       24,038
                                                                                              ----------   ----------   ----------
Net Gain from Operations...................................................................       67,588       42,484        2,041
  Net Realized Capital Gains (Losses)......................................................          407          374           (2)
                                                                                              ----------   ----------   ----------
Net Income.................................................................................   $   67,995   $   42,858   $    2,039
                                                                                              ----------   ----------   ----------
                                                                                              ----------   ----------   ----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               49
- --------------------------------------------------------------------------------
 
                         STATUTORY BASIS BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                         AS OF DECEMBER 31,
                                                      ------------------------
 <S>                                                  <C>           <C>
                                                         1996          1995
                                                      -----------   ----------
                                                               ($000)
 Assets
   Bonds...........................................   $ 1,268,480   $1,226,489
   Common Stocks...................................        44,996       39,776
   Policy Loans....................................        28,853       22,521
   Cash and Short-Term Investments.................       176,830      173,304
   Other Invested Assets...........................         2,858       13,432
                                                      -----------   ----------
     Total Cash and Invested Assets................     1,522,017    1,475,522
                                                      -----------   ----------
   Investment Income Due and Accrued...............        14,555       18,021
   Premium Balances Receivable.....................           373          402
   Receivables from Affiliates.....................           257        8,182
   Other Assets....................................        19,099       25,907
   Separate Account Assets.........................    14,619,324    7,324,910
                                                      -----------   ----------
     Total Assets..................................   $16,175,625   $8,852,944
                                                      -----------   ----------
                                                      -----------   ----------
 Liabilities
   Aggregate Reserves for Future Benefits..........   $   571,970   $  542,082
   Policy and Contract Claims......................         6,806        8,223
   Liability for Premium and Other Deposit Funds...     1,155,143      948,361
   Asset Valuation Reserve.........................         7,442        8,010
   Payable to Affiliates...........................        10,022        3,682
   Other Liabilities...............................      (498,195)    (220,658)
   Separate Account Liabilities....................    14,619,324    7,324,910
                                                      -----------   ----------
     Total Liabilities.............................    15,872,512    8,614,610
                                                      -----------   ----------
 Capital and Surplus
   Common Stock....................................         2,500        2,500
   Gross Paid-In and Contributed Surplus...........       226,043      226,043
   Unassigned Funds................................        74,570        9,791
                                                      -----------   ----------
     Total Capital and Surplus.....................       303,113      238,334
                                                      -----------   ----------
   Total Liabilities and Capital and Surplus.......   $16,175,625   $8,852,944
                                                      -----------   ----------
                                                      -----------   ----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
50                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
          STATUTORY BASIS STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
 
<TABLE>
<CAPTION>
                                                                                                      FOR THE YEARS ENDED DECEMBER
                                                                                                                   31,
                                                                                                      -----------------------------
<S>                                                                                                   <C>        <C>        <C>
                                                                                                        1996       1995      1994
                                                                                                      --------   --------   -------
                                                                                                                 ($000)
Capital and Surplus -- Beginning of Year...........................................................   $238,334   $ 91,285   $88,693
                                                                                                      --------   --------   -------
  Net Income.......................................................................................     67,995     42,858     2,039
  Change in Net Unrealized Capital (Losses) Gains on Common Stocks.................................     (5,171)     1,709      (133)
  Change in Asset Valuation Reserve................................................................        568     (5,588)   (1,356)
  Change in Non-Admitted Assets....................................................................      1,387     (1,944)   (8,599)
  Change in Reserve (Valuation Basis)..............................................................         --         --    10,659
  Aggregate Write-Ins for Surplus..................................................................         --      8,080       (18)
  Dividends to Shareholder.........................................................................         --    (10,000)       --
  Paid-In Surplus..................................................................................         --    111,934        --
                                                                                                      --------   --------   -------
    Change in Capital and Surplus..................................................................     64,779    147,049     2,592
                                                                                                      --------   --------   -------
Capital and Surplus -- End of Year.................................................................   $303,113   $238,334   $91,285
                                                                                                      --------   --------   -------
                                                                                                      --------   --------   -------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               51
- --------------------------------------------------------------------------------
 
                    STATUTORY BASIS STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                                                FOR THE YEARS ENDED DECEMBER 31,
                                                                                              ------------------------------------
<S>                                                                                           <C>          <C>          <C>
                                                                                                 1996         1995         1994
                                                                                              ----------   ----------   ----------
                                                                                                             ($000)
Operations
  Premiums, Annuity Considerations and Other Fund Deposits.................................   $2,147,627   $1,253,511   $1,050,493
  Net Investment Income....................................................................      106,178       78,328       24,519
  Other Revenues...........................................................................    4,396,892    2,253,466    1,515,700
                                                                                              ----------   ----------   ----------
    Total Revenues.........................................................................    6,650,697    3,585,305    2,590,712
                                                                                              ----------   ----------   ----------
  Benefits Paid............................................................................      338,998      277,965      181,205
  Federal Income Taxes Paid on Operations..................................................       28,857      208,423       20,634
  Other Expenses...........................................................................    6,254,139    2,664,385    1,832,905
                                                                                              ----------   ----------   ----------
    Total Benefits and Expenses............................................................    6,621,994    3,150,773    2,034,744
                                                                                              ----------   ----------   ----------
    Net Cash from Operations...............................................................       28,703      434,532      555,968
                                                                                              ----------   ----------   ----------
Proceeds from Investments
  Bonds....................................................................................      871,019      287,941       87,747
  Common Stocks............................................................................       72,100           52           --
  Other....................................................................................           10           28           40
                                                                                              ----------   ----------   ----------
    Total Investment Proceeds..............................................................      943,129      288,021       87,787
                                                                                              ----------   ----------   ----------
Taxes (Paid) Received on Capital (Gains) Losses............................................         (936)        (226)          96
  Paid-In Surplus..........................................................................           --      111,934           --
  Other Cash Provided......................................................................       41,998       28,199       30,554
                                                                                              ----------   ----------   ----------
    Total Proceeds.........................................................................    1,012,894      862,460      674,405
Cost of Investments Acquired Bonds.........................................................      914,523      720,521      595,181
  Common Stocks............................................................................       82,495       35,794          808
  Miscellaneous Applications...............................................................          130        2,146        2,523
                                                                                              ----------   ----------   ----------
    Total Investments Acquired.............................................................      997,148      758,461      598,512
                                                                                              ----------   ----------   ----------
Other Cash Applied
  Dividends Paid to Shareholders...........................................................           --       10,000           --
  Other....................................................................................       12,220        5,007       24,813
                                                                                              ----------   ----------   ----------
    Total Other Cash Applied...............................................................       12,220       15,007       24,813
                                                                                              ----------   ----------   ----------
    Total Applications.....................................................................    1,009,368      773,468      623,325
                                                                                              ----------   ----------   ----------
  Net Change in Cash and Short-Term investments............................................        3,526       88,992       51,080
  Cash and Short-Term Investments, Beginning of Year.......................................      173,304       84,312       33,232
                                                                                              ----------   ----------   ----------
Cash and Short-Term Investments, End of Year...............................................   $  176,830   $  173,304   $   84,312
                                                                                              ----------   ----------   ----------
                                                                                              ----------   ----------   ----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
52                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996
                 (AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)
 
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION
 
    ITT Hartford Life and Annuity Insurance Company ("ILA" or "the Company"),
formerly known as ITT Life Insurance Corporation, is a wholly owned subsidiary
of Hartford Life Insurance Company ("HLIC"), which is an indirect subsidiary of
Hartford Life, Inc. ("Hartford Life"), which is ultimately owned by ITT Hartford
Group, Inc. ("The Hartford"), formerly a wholly owned subsidiary of ITT
Corporation ("ITT"). On February 10, 1997, The Hartford announced its plans to
sell up to 20% of Hartford Life to the public. On December 19, 1995, ITT
Corporation distributed all the outstanding shares of The Hartford to ITT
shareholders of record in an action known herein as the "Distribution". As a
result of the Distribution, The Hartford became an independent, publicly traded
company. During 1996, ILA re-domesticated from the State of Wisconsin to the
State of Connecticut.
 
    ILA offers a complete line of ordinary and universal life insurance,
individual annuities and certain supplemental accident and health benefit
coverages.
 
BASIS OF PRESENTATION
 
    The accompanying ILA statutory-basis financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners ("NAIC") and the State of
Connecticut Department of Insurance.
 
    The preparation of financial statements in conformity with statutory
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.
 
    Statutory accounting practices and generally accepted accounting principles
("GAAP") differ in certain significant respects. These differences principally
involve:
 
    (1) treatment of policy acquisition costs (commissions, underwriting and
        selling expenses, premium taxes, etc.) which are charged to expense when
        incurred for statutory purposes rather than on a pro-rata basis over the
        expected life of the policy;
 
    (2) recognition of premium revenues, which for statutory purposes are
        generally recorded as collected or when due during the premium paying
        period of the contract and which for GAAP purposes, generally, for
        universal life policies and investment products, are only recorded for
        policy charges for the cost of insurance, policy administration and
        surrender charges assessed to policy account balances. Also, for GAAP
        purposes, premiums for traditional life insurance policies are
        recognized as revenues when they are due from policyholders and the
        retrospective deposit method is used in accounting for universal life
        and other types of contracts where the payment pattern is irregular or
        surrender charges are a significant source of profit. The prospective
        deposit method is used for GAAP purposes where investment margins are
        the primary source of profit;
 
    (3) development of liabilities for future policy benefits, which for
        statutory purposes predominantly use interest rate and mortality
        assumptions prescribed by the NAIC which may vary considerably from
        interest and mortality assumptions used for GAAP financial reporting;
 
    (4) providing for income taxes based on current taxable income (tax return)
        only for statutory purposes, rather than establishing additional assets
        or liabilities for deferred Federal income taxes to recognize the tax
        effect related to reporting revenues and expenses in different periods
        for financial reporting and tax return purposes;
 
    (5) excluding certain GAAP assets designated as non-admitted assets (e.g.,
        past due agents' balances and furniture and equipment) from the balance
        sheet for statutory purposes by directly charging surplus;
 
    (6) establishing accruals for post-retirement and post-employment health
        care benefits on an option basis, using a twenty year phase-in approach,
        whereas GAAP liabilities are required to be recorded;
 
    (7) establishing a formula reserve for realized and unrealized losses due to
        default and equity risk associated with certain invested assets (Asset
        Valuation Reserve); as well as the deferral and amortization of realized
        gains and losses, motivated by changes in interest rates during the
        period the asset is held, into income over the remaining life to
        maturity of the asset sold (Interest Maintenance Reserve); whereas on a
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               53
- --------------------------------------------------------------------------------
 
        GAAP basis, no such formula reserve is required and realized gains and
        losses are recognized in the period the asset is sold;
 
    (8) the reporting of reserves and benefits net of reinsurance ceded, where
        risk transfer has taken place; whereas on a GAAP basis, reserves are
        reported gross of reinsurance with reserve credits presented as
        recoverable assets;
 
    (9) the reporting of fixed maturities at amortized cost, whereas GAAP
        requires that fixed maturities be classified as "held-to-maturity",
        "available-for-sale" or "trading", based on the Company's intentions
        with respect to the ultimate disposition of the security and its ability
        to affect those intentions. The Company's fixed maturities were
        classified on a GAAP basis as "available-for- sale" and accordingly,
        those investments were reflected at fair value with the corresponding
        impact included as a component of Stockholder's Equity designated as
        "Net unrealized capital (loss)/ gain on investments, net of tax". For
        statutory reporting purposes, Net Unrealized Capital Losses (Gains) on
        Common Stocks represent unrealized losses (gains) on common stock
        reported at fair value; and
 
   (10) separate account liabilities are valued on the Commissioner's Annuity
        Reserve Valuation Method ("CARVM"), with the surplus generated recorded
        as a liability to the general account (and a contra liability on the
        balance sheet of the general account), whereas GAAP liabilities are
        valued at account value.
 
    As of and for the years ended December 31, 1996, 1995 and 1994, the
significant differences between statutory and GAAP basis net income and capital
and surplus for the Company are summarized as follows:
<TABLE>
<CAPTION>
                               1996         1995         1994
                            -----------  -----------  -----------
<S>                         <C>          <C>          <C>
GAAP net income...........  $    41,202  $    38,821  $    23,295
Amortization and deferral
 of policy acquisition
 costs....................     (341,572)    (174,341)    (117,863)
Change in unearned revenue
 reserve..................       55,504       32,300       24,494
Deferred taxes............        2,090        2,801       (9,267)
Separate accounts.........      306,978      146,635       75,941
Other, net................        3,793       (3,358)       5,439
                            -----------  -----------  -----------
Statutory net income......  $    67,995  $    42,858  $     2,039
                            -----------  -----------  -----------
                            -----------  -----------  -----------
 
<CAPTION>
 
                               1996         1995         1994
                            -----------  -----------  -----------
<S>                         <C>          <C>          <C>
GAAP capital and
 surplus..................  $   503,887  $   455,541  $   199,785
Deferred policy
 acquisition costs........     (938,114)    (596,542)    (422,201)
Unearned revenue
 reserve..................      130,148       74,644       42,344
Deferred taxes............       12,823        1,493       13,257
Separate accounts.........      640,101      333,123      186,488
Asset valuation reserve...       (7,442)      (8,010)      (2,422)
Unrealized gain (loss) on
 bonds....................        5,112       (1,696)      21,918
Adjustment relating to
 Lyndon contribution (see
 Note 3)..................      (41,277)     (41,277)          --
Other, net................       (2,125)      21,058       52,116
                            -----------  -----------  -----------
Statutory capital and
 surplus..................  $   303,113  $   238,334  $    91,285
                            -----------  -----------  -----------
                            -----------  -----------  -----------
</TABLE>
 
AGGREGATE RESERVES AND LIABILITIES FOR PREMIUM AND OTHER DEPOSIT FUNDS
 
    Aggregate reserves for payment of future life, health and annuity benefits
were computed in accordance with actuarial standards. Reserves for life
insurance policies are generally based on the 1958 and 1980 Commissioner's
Standard Ordinary Mortality Tables and various valuation rates ranging from 2.5%
to 5%. Accumulation and on-benefit annuity reserves are based principally on
individual annuity tables at various rates ranging from 2.5% to 8.75% and using
CARVM. Accident and health reserves are established using a two year preliminary
term method and morbidity tables based on Company experience.
 
    ILA has established separate accounts to segregate the assets and
liabilities of certain annuity contracts that must be segregated from the
Company's general assets under the terms of the contracts. The assets consist
primarily of marketable securities reported at market value. Premiums, benefits
and expenses of these contracts are reported in the Statutory Basis Statements
of Income.
 
    During 1994, the Company changed the valuation method on aggregate reserves
for future benefits resulting in a $10.7 million increase in surplus. The new
valuation method is in accordance with presently accepted actuarial standards.
 
INVESTMENTS
 
    Investments in bonds are carried at amortized cost. Bonds which are deemed
ineligible to be held at amortized cost by the NAIC Securities Valuation Office
("SVO")are carried at the appropriate SVO published value. When a permanent
reduction in the value of publicly traded securities occurs, the decrease is
reported as a realized loss and the carrying value is adjusted accordingly.
Common stocks are carried at market value with the difference from cost
reflected in surplus. Other invested assets are generally recorded at fair
value.
<PAGE>
54                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    Changes in net unrealized capital (losses)/gains on common stocks are
reported as (reductions)/additions of surplus. The Asset Valuation Reserve
("AVR") is designed to provide a standardized reserving process for realized and
unrealized losses due to default and equity risks associated with invested
assets. The reserve decreased by $568 in 1996 and increased by $5,588 and $1,356
in 1995 and 1994, respectively. Additionally, the Interest Maintenance Reserve
("IMR") captures net realized capital gains and losses, net of applicable income
taxes, resulting from changes in interest rates and amortizes these gains or
losses into income over the remaining life of the mortgage loan or bond sold.
Realized capital gains and losses, net of taxes not included in IMR are reported
in the Statutory Basis Statements of Income. Realized investment gains and
losses are determined on a specific identification basis. The amount of net
capital gains reclassified from the IMR was $1,413 and $39 in 1996 and 1995,
respectively, and the amount of net capital losses was $67 in 1994. The amount
of income amortized was $392, $256 and $114 in 1996, 1995 and 1994,
respectively.
 
OTHER LIABILITIES
 
    The amount reflected in other liabilities includes a receivable from the
separate accounts of $640 million and $333 million as of December 31, 1996 and
1995, respectively. The balances are classified in accordance with NAIC
accounting practices.
 
 2. INVESTMENTS
 
(A) COMPONENTS OF NET INVESTMENT INCOME
 
<TABLE>
<CAPTION>
                               1996       1995       1994
                             ---------  ---------  ---------
<S>                          <C>        <C>        <C>
Interest income from
 bonds.....................  $  89,940  $  76,100  $  28,335
Interest income from policy
 loans.....................      1,846      1,504        454
Interest and dividends from
 other investments.........      7,864      2,288      1,069
                             ---------  ---------  ---------
Gross investment income....     99,650     79,892     29,858
Less: investment
 expenses..................      1,209      1,105        846
                             ---------  ---------  ---------
Net investment income......  $  98,441  $  78,787  $  29,012
                             ---------  ---------  ---------
                             ---------  ---------  ---------
</TABLE>
 
(B) COMPONENTS OF NET UNREALIZED CAPITAL (LOSSES) GAINS ON COMMON STOCKS
 
<TABLE>
<CAPTION>
                                  1996       1995       1994
                                ---------  ---------  ---------
<S>                             <C>        <C>        <C>
Gross unrealized capital gains
 at end of year...............  $     713  $   1,724  $      75
Gross unrealized capital
 losses at end of year........     (4,160)        --        (60)
                                ---------  ---------  ---------
Net unrealized capital
 (losses) gains...............     (3,447)     1,724         15
Balance at beginning of
 year.........................      1,724         15        148
                                ---------  ---------  ---------
Change in net unrealized
 capital (losses) gains on
 common stocks................  $  (5,171) $   1,709  $    (133)
                                ---------  ---------  ---------
                                ---------  ---------  ---------
</TABLE>
 
(C) COMPONENTS OF NET UNREALIZED CAPITAL (LOSSES) GAINS ON BONDS AND SHORT-TERM
    INVESTMENTS
 
<TABLE>
<CAPTION>
                             1996        1995        1994
                          ----------  ----------  ----------
<S>                       <C>         <C>         <C>
Gross unrealized capital
 gains at end of year...  $   11,821  $   22,251  $      986
Gross unrealized capital
 losses at end of
 year...................      (3,842)     (1,374)    (34,718)
                          ----------  ----------  ----------
Net unrealized capital
 gains (losses) after
 tax....................       7,979      20,877     (33,732)
Balance at beginning of
 year...................      20,877     (33,732)      5,232
                          ----------  ----------  ----------
Change in net unrealized
 capital (losses) gains
 on bonds and short-term
 investments............  $  (12,898) $   54,609  $  (38,964)
                          ----------  ----------  ----------
                          ----------  ----------  ----------
</TABLE>
 
(D) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)
 
<TABLE>
<CAPTION>
                                     1996       1995       1994
                                   ---------  ---------  ---------
<S>                                <C>        <C>        <C>
Bonds and short-term
 investments.....................  $   2,756  $     156  $    (101)
Common stocks....................          0         52          0
Real estate and other............          0          0         34
                                   ---------  ---------  ---------
Realized capital gains (losses)..      2,756        208        (67)
Capital gains taxes (benefit)....        936       (205)         2
                                   ---------  ---------  ---------
Net realized capital gains
 (losses) after tax..............      1,820        413        (69)
Less: IMR capital gains
 (losses)........................      1,413         39        (67)
                                   ---------  ---------  ---------
Net realized capital gains
 (losses)........................  $     407  $     374  $      (2)
                                   ---------  ---------  ---------
                                   ---------  ---------  ---------
</TABLE>
 
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               55
- --------------------------------------------------------------------------------
 
(E) OFF-BALANCE SHEET INVESTMENTS
 
    The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1996 and 1995.
 
(F) CONCENTRATION OF CREDIT RISK
 
    Excluding U.S. government and government agency investments, the Company is
not exposed to any significant concentration of credit risk.
 
(G) BONDS, SHORT-TERM AND COMMON STOCK INVESTMENTS
<TABLE>
<CAPTION>
                                                                                          AS OF DECEMBER 31, 1996
                                                                                     ----------------------------------
                                                                                                     GROSS UNREALIZED
                                                                                      AMORTIZED    --------------------
                                                                                         COST        GAINS     LOSSES
                                                                                     ------------  ---------  ---------
<S>                                                                                  <C>           <C>        <C>
U.S. government and government agencies and authorities:
  (Guaranteed and sponsored).......................................................  $     58,761  $       6  $    (195)
  (Guaranteed and sponsored) -- asset-backed.......................................        78,237      1,477       (609)
States, municipalities and political subdivisions..................................        25,958        163         (2)
International governments..........................................................         7,447        205         --
Public utilities...................................................................        70,116        396       (424)
All other corporate................................................................       410,530      6,357     (1,355)
All other corporate -- asset-backed................................................       485,953      2,654     (1,081)
Short-term investments.............................................................       148,094         --        (66)
Certificates of deposit............................................................        83,378        563       (110)
Parents, subsidiaries and affiliates...............................................        48,100         --         --
                                                                                     ------------  ---------  ---------
    Total bonds and short-term investments.........................................  $  1,416,574  $  11,821  $  (3,842)
                                                                                     ------------  ---------  ---------
                                                                                     ------------  ---------  ---------
Common stock -- unaffiliated.......................................................  $     13,064  $     713  $       0
Common stock -- affiliated.........................................................        35,379          0      4,160
                                                                                     ------------  ---------  ---------
    Total common stocks............................................................  $     48,443  $     713  $   4,160
                                                                                     ------------  ---------  ---------
                                                                                     ------------  ---------  ---------
 
<CAPTION>
 
                                                                                          AS OF DECEMBER 31, 1995
                                                                                     ----------------------------------
                                                                                                     GROSS UNREALIZED
                                                                                      AMORTIZED    --------------------
                                                                                         COST        GAINS     LOSSES
                                                                                     ------------  ---------  ---------
<S>                                                                                  <C>           <C>        <C>
U.S. government and government agencies and authorities:
  (Guaranteed and sponsored).......................................................  $     44,268  $      14  $    (248)
  (Guaranteed and sponsored) -- asset-backed.......................................       176,160      4,644       (682)
States, municipalities and political subdivisions..................................        16,948         38         (6)
International governments..........................................................         5,402        441         --
Public utilities...................................................................       108,083      1,652        (90)
All other corporate................................................................       374,058      8,145       (248)
All other corporate -- asset-backed................................................       410,197      5,841        (89)
Short-term investments.............................................................       139,011         18         --
Certificates of deposit............................................................        91,373      1,458        (11)
                                                                                     ------------  ---------  ---------
    Total bonds and short-term investments.........................................  $  1,365,500  $  22,251  $  (1,374)
                                                                                     ------------  ---------  ---------
                                                                                     ------------  ---------  ---------
Common stock -- unaffiliated.......................................................  $      2,668  $     555  $      --
Common stock -- affiliated.........................................................        35,384      1,169         --
                                                                                     ------------  ---------  ---------
    Total common stocks............................................................  $     38,052  $   1,724  $      --
                                                                                     ------------  ---------  ---------
                                                                                     ------------  ---------  ---------
 
<CAPTION>
 
                                                                                         FAIR
                                                                                        VALUE
                                                                                     ------------
<S>                                                                                  <C>
U.S. government and government agencies and authorities:
  (Guaranteed and sponsored).......................................................  $     58,572
  (Guaranteed and sponsored) -- asset-backed.......................................        79,105
States, municipalities and political subdivisions..................................        26,119
International governments..........................................................         7,652
Public utilities...................................................................        70,088
All other corporate................................................................       415,532
All other corporate -- asset-backed................................................       487,526
Short-term investments.............................................................       148,028
Certificates of deposit............................................................        83,831
Parents, subsidiaries and affiliates...............................................        48,100
                                                                                     ------------
    Total bonds and short-term investments.........................................  $  1,424,553
                                                                                     ------------
                                                                                     ------------
Common stock -- unaffiliated.......................................................  $     13,777
Common stock -- affiliated.........................................................        31,219
                                                                                     ------------
    Total common stocks............................................................  $     44,996
                                                                                     ------------
                                                                                     ------------
 
                                                                                         FAIR
                                                                                        VALUE
                                                                                     ------------
<S>                                                                                  <C>
U.S. government and government agencies and authorities:
  (Guaranteed and sponsored).......................................................  $     44,034
  (Guaranteed and sponsored) -- asset-backed.......................................       180,122
States, municipalities and political subdivisions..................................        16,980
International governments..........................................................         5,843
Public utilities...................................................................       109,645
All other corporate................................................................       381,955
All other corporate -- asset-backed................................................       415,949
Short-term investments.............................................................       139,029
Certificates of deposit............................................................        92,820
                                                                                     ------------
    Total bonds and short-term investments.........................................  $  1,386,377
                                                                                     ------------
                                                                                     ------------
Common stock -- unaffiliated.......................................................  $      3,223
Common stock -- affiliated.........................................................        36,553
                                                                                     ------------
    Total common stocks............................................................  $     39,776
                                                                                     ------------
                                                                                     ------------
</TABLE>
 
    The amortized cost and estimated market value of bonds and short-term
investments at December 31, 1996 by management's anticipated maturity are shown
below. Asset-backed securities are distributed to maturity year based on ILA's
estimate
<PAGE>
56                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
of the rate of future prepayments of principal over the remaining life of the
securities. Expected maturities differ from contractual maturities reflecting
borrowers' rights to call or prepay their obligations.
 
<TABLE>
<CAPTION>
                                                                                                                 ESTIMATED
MATURITY                                                                                        AMORTIZED COST   FAIR VALUE
- ----------------------------------------------------------------------------------------------  --------------  ------------
<S>                                                                                             <C>             <C>
Due in one year or less.......................................................................   $    478,095   $    478,852
Due after one year through five years.........................................................        622,805        623,105
Due after five years through ten years........................................................        259,479        265,681
Due after ten years...........................................................................         56,195         56,915
                                                                                                --------------  ------------
    Total.....................................................................................   $  1,416,574   $  1,424,553
                                                                                                --------------  ------------
                                                                                                --------------  ------------
</TABLE>
 
    Proceeds from sales of investments in bonds and short-term investments
during 1996, 1995 and 1994 were $668,078, $313,961 and $117,912, respectively,
resulting in gross realized gains of $3,675, $1,419 and $518, respectively, and
gross realized losses of $919, $1,263 and $619, respectively, before transfers
to IMR. The Company had realized gains of $52 during 1995 from a capital gain
distribution.
 
(H) FAIR VALUE OF FINANCIAL INSTRUMENTS BALANCE SHEET ITEMS (IN MILLIONS):
 
<TABLE>
<CAPTION>
                                                                                         1996                  1995
                                                                                 --------------------  --------------------
                                                                                 CARRYING     FAIR     CARRYING     FAIR
                                                                                  AMOUNT      VALUE     AMOUNT      VALUE
                                                                                 ---------  ---------  ---------  ---------
<S>                                                                              <C>        <C>        <C>        <C>
Assets
  Bonds and short-term investments.............................................  $   1,417  $   1,425  $   1,366  $   1,386
  Common stocks................................................................         45         45         40         40
  Policy loans.................................................................         29         29         23         23
  Other invested assets........................................................          3          3         13         13
Liabilities
  Liabilities on investment contracts..........................................  $   1,245  $   1,191  $   1,031  $     981
</TABLE>
 
    The carrying amounts for policy loans approximates fair value. The
liabilities are determined by forecasting future cash flows and discounting the
forecasted cash flows at current market rates.
 
 3. RELATED PARTY TRANSACTIONS
 
    Transactions between the Company and its affiliates within The Hartford
relate principally to tax settlements, reinsurance, service fees, capital
contributions and payments of dividends.
 
    On June 30, 1995, the assets of Lyndon Insurance Company were contributed to
ILA. As a result, ILA received approximately $365 million in bonds and
short-term investments, common stocks and cash, $28 million in policy reserves,
$187 million of current tax liability, $26 million in IMR, $8 million in AVR
(offset by an aggregate write-in to surplus), and $4 million of other
liabilities. The assets in excess of liabilities of $112 million were recorded
as an increase to paid-in surplus.
 
    For additional information, see Note 5.
 
 4. FEDERAL INCOME TAXES
 
    The Company and The Hartford have entered into a tax sharing agreement under
which each member in the consolidated U.S. Federal income tax return will make
payments between them such that, with respect to any period, the amount of taxes
to be paid by the Company, subject to certain adjustments, generally will be
determined as though the Company were to file separate federal, state and local
income tax returns.
 
    As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of Hartford Life, the Company will be included for
Federal income tax purposes in the consolidated group of which The Hartford is
the common parent. It is the current intention of The Hartford and its
subsidiaries to continue to file a single consolidated Federal income tax
return. The Company will continue to remit (receive from) The Hartford a current
income tax provision (benefit) computed in accordance with such tax sharing
agreement. Federal income taxes paid by the Company were $29,792, $215,921 and
$20,538 in 1996, 1995 and 1994, respectively. The effective tax rate was 22%,
25% and 92% in 1996, 1995 and 1994,
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               57
- --------------------------------------------------------------------------------
 
respectively. The following schedule provides a reconciliation of the tax
provision at the U.S. Federal Statutory rate to Federal income tax expense (in
millions).
 
<TABLE>
<CAPTION>
                                              1996       1995        1994
                                            ---------  ---------     -----
<S>                                         <C>        <C>        <C>
Tax provision at U.S. Federal statutory
 rate.....................................  $      30  $      20   $       9
Tax deferred acquisition costs............         27          8           8
Statutory to tax reserve differences......         --          3           5
Unrealized (gain)/loss on separate
 accounts.................................        (21)       (13)          2
Investments and other.....................        (17)        (4)         --
                                            ---------  ---------         ---
Federal income tax expense................  $      19  $      14   $      24
                                            ---------  ---------         ---
                                            ---------  ---------         ---
</TABLE>
 
 5. CAPITAL AND SURPLUS AND SHAREHOLDER
   DIVIDEND RESTRICTIONS
 
    The maximum amount of dividends which can be paid, without prior approval,
by State of Connecticut insurance companies to shareholders is subject to
restrictions relating to statutory surplus. Dividends are paid as determined by
the Board of Directors and are not cumulative. No dividends were paid in 1996 or
1994. ILA paid dividends of $10 million to its parent, HLIC, in 1995. As a
result of the Distribution by ITT, the assets of ITT Lyndon Insurance Company
(Lyndon) were contributed to ILA in June 1995. Substantially all the business
was removed from Lyndon prior to the contribution. The amount of assets which
exceeded liabilities at the contribution date ($112 million) was included in
paid-in surplus.
 
 6. PENSION PLANS AND OTHER POST-RETIREMENT
   AND POST-EMPLOYMENT BENEFITS
 
    The Company's employees are included in The Hartford's non-contributory
defined benefit pension plans. These plans provide pension benefits that are
based on years of service and the employee's compensation during the last ten
years of employment. The Company's funding policy is to contribute annually an
amount between the minimum funding requirements set forth in the Employee
Retirement Income Security Act of 1974 and the maximum amount that can be
deducted for Federal income tax purposes. Generally, pension costs are funded
through the purchase of HLIC's group pension contracts. Pension expense was
$358, $1,034, and $1,211 in 1996, 1995 and 1994, respectively. Liabilities for
the plan are held by The Hartford.
 
    The Company also participates in The Hartford's Investment and Savings Plan,
which includes a deferred compensation option under IRC section 401(k) and an
ESOP allocation under IRC section 404(k). The liabilities for these plans are
included in the financial statements of The Hartford. The cost to ILA was not
material in 1996, 1995 and 1994.
 
    The Company's employees are included in The Hartford's contributory defined
health care and life insurance benefit plans. These plans provide health care
and life insurance benefits for retired employees. Substantially all employees
may become eligible for those benefits if they reach normal or early retirement
age while still working for the Company. The Company has prefunded a portion of
the health care and life insurance obligations through trust funds where such
prefunding can be accomplished on a tax effective basis. Amounts allocated by
The Hartford for post-retirement health care and life insurance benefits expense
(not including provisions for accrual of post-retirement benefit obligations)
are immaterial. The assumed rate of future increases in the per capita cost of
health care (the health care trend rate) was 9.3% for 1996, decreasing ratably
to 6% in the year 2001. Increasing the health care trend rates by one percent
per year would have an immaterial impact on the accumulated post-retirement
benefit obligation and the annual expense. The cost to ILA was not material in
1996, 1995 and 1994.
 
    Post-employment benefits are primarily comprised of obligations to provide
medical and life insurance to employees on long-term disability. Post-employment
benefit expense was not material in 1996, 1995 and 1994.
 
 7. REINSURANCE
 
    The Company cedes insurance to non-affiliated insurers in order to limit its
maximum loss. Such transfer does not relieve ILA of its primary liability. ILA
also assumes insurance from other insurers.
 
    Life insurance net retained premiums were comprised of the following:
 
<TABLE>
<CAPTION>
                                1996        1995        1994
                             ----------  ----------  ----------
<S>                          <C>         <C>         <C>
Direct premiums............  $  226,612  $  159,918  $  133,180
Premiums assumed...........      33,817      13,299         960
Premiums ceded.............     (10,185)     (7,425)    308,033
                             ----------  ----------  ----------
Premiums and annuity
 considerations............  $  250,244  $  165,792  $  442,173
                             ----------  ----------  ----------
                             ----------  ----------  ----------
</TABLE>
 
    The Company ceded to a third party, on a modified coinsurance basis, 80% of
the variable annuity business written in 1994. The ceded business includes both
general and separate account liabilities. As a result of the agreement, in
December 1994, ILA transferred approximately $1,352 million in assets and
liabilities. The financial impact of the cession was an increase of
approximately $15 million to net income and surplus in 1994.
 
    In November 1994, the Company ceded, on a modified coinsurance basis, 30% of
the separate account variable annuity business distributed by Paine Webber to
Paine Webber Life Insurance Company ("PWLIC"). As a result of the agreement, ILA
transferred approximately $24 million in assets and liabilities to PWLIC. The
financial impact of
<PAGE>
58                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
the cession was an increase of approximately $765 to net income and surplus in
1994.
 
    In October 1994, the agreement, effective December 1990, which required ILA
to coinsure 90% of all existing and new business, excluding variable annuity
business, written by the Company to HLIC, was terminated. As a result of the
termination, ILA received approximately $430 million in assets and liabilities
from HLIC. The impact of the transaction was a decrease of approximately $15
million to net income and surplus in 1994.
 
    In November 1993, ILA acquired, through an assumption reinsurance
transaction, substantially all of the individual fixed and variable annuity
business of Hartford Life and Accident, an affiliate. As a result of this
transaction, the assets and liabilities of the Company increased approximately
$1 billion, substantially all of which was transferred to the separate accounts
of the Company. The remaining assets and liabilities (approximately $41 million)
were transferred in October 1995. The impact of these transactions on net income
and surplus was not significant.
 
 8. SEPARATE ACCOUNTS
 
    The Company maintains separate account assets and liabilities totaling $14.6
billion and $7.3 billion at December 31, 1996 and 1995, respectively. Separate
account assets are reported at fair value and separate account liabilities are
determined in accordance with CARVM, which approximates the market value less
applicable surrender charges. Separate account assets are segregated from other
investments, the policyholder assumes the investment risk, and the investment
income and gains and losses accrue directly to the policyholder. Separate
account management fees, net of minimum guarantees, were $144 million, $72
million and $42 million in 1996, 1995 and 1994, respectively, and are recorded
as a component of other revenues on the Statutory Basis Statements of Income.
 
 9. COMMITMENTS AND CONTINGENCIES
 
    As of December 31, 1996 and 1995, the Company had no material contingent
liabilities, nor had the Company committed any surplus funds for any contingent
liabilities or arrangements. The Company is involved in various legal actions
which have arisen in the normal course of its business. In the opinion of
management, the ultimate liability with respect to such lawsuits as well as
other contingencies is not considered to be material in relation to the results
of operations and financial position of the Company.
 
    Under insurance guaranty laws in most states, insurers doing business
therein can be assessed up to prescribed limits for policyholder losses incurred
by insolvent companies. The amount of any future assessments on ILA under these
laws cannot be reasonably estimated. Most of the laws do provide, however, that
an assessment may be excused or deferred if it would threaten an insurer's own
financial strength. Additionally, guaranty fund assessments are used to reduce
state premium taxes paid by the Company in certain states. ILA paid guaranty
fund assessments of $1,262, $1,684 and $583 in 1996, 1995 and 1994,
respectively. ILA incurred guaranteed fund expense of $548, $0 and $0 in 1996,
1995 and 1994, respectively.
<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.

(1) The following exhibits included herewith correspond to those required by 
    paragraph A of the instructions for exhibits to Form N-8B-2.

    (A1) Resolution of Board of Directors of the Company establishing the 
         Separate Account. (1)

    (A2) Not applicable.

    (A3a) Principal Underwriting Agreement. (1)

    (A3b) Form of Selling Agreements. (2)

    (A3c) Not Applicable.

    (A4) Not Applicable.

    (A5) Form of Certificate for Group Flexible Premium Variable Life Insurance
         Policy. (1)

   
    (A6a) Charter of ITT Hartford Life and Annuity Insurance Company. (3)
    

    (A6b) Bylaws of ITT Hartford Life and Annuity Insurance Company. (1)

    (A7) Not Applicable.
- --------------------------------
(1) Incorporated herein by reference to the initial Form S-6 registration
    statement for the Registrant (File No. 33-63731) filed with the Commission
    on October 30, 1995.

(2) Incorporated herein by reference to the initial Form S-6 registration
    statement for the Registrant (File No. 333-13735) filed with the Commission
    on October 8, 1996.

(3) Incorporated by reference to the Post-Effective Amendment No. 1 to the
    Registration Statement File No. 33-63731, filed on April 16, 1997.

<PAGE>

    (A8) Not Applicable.

    (A9) Not Applicable.

    (A10) Form of Enrollment Form for Certificate Issued Under Group 
          Flexible Premium Variable Life Insurance Policies. (1)

    (A11) Memorandum describing transfer and redemption procedures. (1)

   
(2) Opinion and consent of Lynda Godkin, Senior Vice President, General Counsel
    and Corporate Secretary.
    

(3) No financial statement will be omitted from the Prospectus pursuant to 
    Instruction 1(b) or (c) of Part I.
  
(4) Not applicable.

   
(5) Opinion and consent of Pauline Gyllenhammer, FSA, MAAA.
    

(6) Consent of Arthur Andersen LLP, Independent Public Accountants.

   
(7) Power of Attorney. (3)
    

<PAGE>
                    REPRESENTATION OF REASONABLENESS OF FEES

   
ITT Hartford Life and Annuity Insurance Company ("Hartford") hereby 
represents that the aggregate fees and charges under the Policy are 
reasonable in relation to the services rendered, the expenses expected to be 
incurred, and the risks assumed by Hartford.
    

                         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. Hartford  undertakes to keep and make available to the Commission upon 
   request any documents used to support the any representation in as to the
   reasonableness of fees.
    

                         UNDERTAKING ON INDEMNIFICATION

Article VIII of the Bylaws of ITT Hartford Life and Annuity Insurance 
Company, a Connecticut 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 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

<PAGE>
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.

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.

<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        day of                
       , 1997.

                                 ITT HARTFORD LIFE AND ANNUITY INSURANCE
                                 COMPANY ICMG REGISTERED VARIABLE LIFE
                                 SEPARATE ACCOUNT ONE
                                 (Registrant)

                                 By: /s/ Gregory A. Boyko
                                     ---------------------
                                     Gregory A. Boyko, Senior Vice President,
                                       Chief Financial Officer and Treasurer

                                 ITT HARTFORD LIFE AND ANNUITY INSURANCE
                                 COMPANY
                                 (Depositor)

                                 By: /s/ Gregory A. Boyko
                                     --------------------
                                     Gregory A. Boyko, Senior Vice President,
                                       Chief Financial Officer and Treasurer

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.

Gregory A. Boyko, Senior Vice
    President, Chief Financial Officer and
    Treasurer, Director *
Lynda Godkin, Senior Vice President
    General Counsel and Corporate 
    Secretary, Director*
Thomas M. Marra, Executive Vice                *By: /s/ Lynda Godkin
   President and Director, Individual               ----------------
   Life and Annuity Division, Director *                Lynda Godkin
Lowndes A. Smith, President and                         Attorney-In-Fact
   Chief Executive Officer,  
   Director *                                  Dated: _________________

(ICMG FutureVantage VUL)

<PAGE>

EXHIBIT INDEX


(2)  Opinion and Consent of Lynda Godkin, Senior Vice President, General 
     Counsel and Corporate Secretary.

(5)  Opinion and Consent of Pauline Gyllenhammer, ASA, MAAA.

(6)  Consent of Arthur Andersen LLP, Independent Public Accountants.


<PAGE>

                                            THE     [LOGO]
                                            HARTFORD




September 11, 1997                          LYNDA GODKIN, Senior Vice
                                            President, General  Counsel & 
                                            Corporate Secretary
                                            Law Department
Board of Directors
ITT Hartford Life and Annuity Insurance Company
200 Hopmeadow Street 
Simsbury, CT  06089

RE: ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE 
    ITT HARTFORD LIFE  AND ANNUITY INSURANCE COMPANY 
    FILE NO. 33-63731

Dear Sir/Madam:

I have acted as General Counsel to ITT Hartford Life and Annuity Insurance
Company (the "Company"), a Connecticut insurance company, and ITT Hartford Life
and Annuity Insurance Company Separate Account VL I (the "Account") in
connection with the registration of an indefinite amount of securities in the
form of a flexible premium variable life insurance policy (the "Policy") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended.  I have examined such documents (including the Form S-6 Registration
Statement) and reviewed such questions of law as I considered necessary and
appropriate, and on the basis of such examination and review, it is my opinion
that:

1.  The Company is a corporation duly organized and validly existing as a stock
    life insurance company under the laws of the State of Connecticut and is
    duly authorized by the Insurance Department of the State of Connecticut to
    issue the Policy.

2.  The Account is a duly authorized and validly existing separate account
    established pursuant to the provisions of Section 38a-433 of the
    Connecticut Statutes.

3.  To the extent so provided under the Policy, that portion of the assets of
    the Account equal to the reserves and other contract liabilities with
    respect to the Account will not be chargeable with liabilities arising out
    of any other business that the Company may conduct.
                                            Hartford Life Insurance Companies
                                            200 Hopmeadow Street
                                            Simsbury, CT 06089
                                            860 843 3153
                                            860 843 8665 Fax

                                            Mailing Address:  P.O. Box 2999
                                            Hartford, CT  06104-2999

<PAGE>

Board of Directors
ITT Hartford Life and Annuity Insurance Company
September 11, 1997
Page 2


4.  The Policy, when issued as contemplated by the Form S-6 Registration
    Statement, will constitute legal, validly issued and binding obligations of
    the Company.

I hereby consent to the filing of this opinion as an exhibit to the Form S-6
Registration Statement for the Policy and the Account.

Sincerely,


Lynda Godkin

<PAGE>

                                            THE     [LOGO]
                                            HARTFORD





September 11, 1997                          PAULINE GYLLENHAMMER, ASA, MAAA
                                            Actuarial Associate

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

Dear Sir:

This opinion is furnished in connection with the Form S-6 Registration Statement
under the Securities Act of 1933, as amended ("Securities Act"), of a certain
group flexible premium variable life insurance policy (the "Policy") 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 Policy used in the Form S-6 Registration
Statement accurately reflect reasonable estimates of projected performance of
the Policy under the stipulated rates of investment return, the contractual
expense deductions and guaranteed 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 Form S-6
Registration Statement and to the reference to my name under the heading
"Experts" in the Prospectus included as part of such Form S-6 Registration
Statement.

Very truly yours,



Pauline Gyllenhammer
                                            Hartford Life Insurance Companies
                                            200 Hopmeadow Street
Enclosures                                  Simsbury, CT 06089
                                            860 843 3153
                                            860 843 8665 Fax

                                            Mailing Address:  P.O. Box 2999
                                            Hartford, CT  06104-2999

<PAGE>

                                 ARTHUR ANDERSEN LLP



                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 333-13735 for ITT Hartford Life and Annuity
Insurance Company ICMG Registered Variable Life Separate Account One on
Form S-6.



                                                 /s/ Arthur Andersen LLP

Hartford, Connecticut
September 25, 1997


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