ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
485BPOS, 1998-04-15
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<PAGE>

   
  As Filed with the Securities and Exchange Commission on April 15, 1998.
    
                                                               File No. 33-63731

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

   
                            POST-EFFECTIVE AMENDMENT NO. 5
                                     TO FORM S-6
    
                 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
                  SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
                                     FORM N-8B-2


A.   Exact name of trust: ICMG Registered Variable Life Separate Account One

B.   Name of depositor: 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:

     Leslie T. Soler, Esq.
     Hartford Life
     P.O. Box 2999
     Hartford,  06104-2999

     It is proposed that this filing will become effective:
   
          ___  immediately upon filing pursuant to paragraph (b) of Rule 485
          _x_  on May 1, 1998, pursuant to paragraph (b) of Rule 485
          ___  60 days after filing pursuant to paragraph (a)(1) of Rule 485
          ___  on  May 1, 1998, pursuant to paragraph (a)(1) of Rule 485
    
     If appropriate check the following:


          ___  this post-effective amendment designates a new effective date for
               a previously filed post-effective amendment.


E.   Title and amount of securities being registered:  Group Flexible Premium
     Variable Life Insurance Policies.  Pursuant to Rule 24f-2 under the
     Investment Company Act of 1940, the Registrant has registered an indefinite
     amount of these group flexible premium variable life insurance policies. 



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



G.   Amount of filing fee: N/A


H.   Approximate date of proposed public offering: As soon as practicable
     after the effective date of this registration statement.

<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.             Hartford; Distribution of the Group Policy

     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 Investment Value;
                    Distribution of the Group Policy; 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 - Values Under the
                    Certificate, Surrender of the Certificate, The Right
                    to Examine the Certificate

     18.            The Funds; Detailed Description of Certificate
                    Benefits and Provisions - Deductions and Charges
                    From 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 Assets

     24.            Other Matters - Assignment

     25.            Hartford

     26.            Not applicable

     27.            Hartford

     28.            Hartford; Executive Officers and Directors

     29.            Hartford

     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 Group Policy

          36.       Not required by Form S-6

          37.       Not applicable

          38.       Distribution of the Group Policy

          39.       Hartford; Distribution of the Group Policy

          40.       Not applicable

          41.       Hartford; Distribution of the Group Policy

          42.       Not applicable

          43.       Not applicable

          44.       Detailed Description of Certificate Benefits and
                    Provisions - Allocation of Premium Payments

          45.       Not applicable

          46.       Detailed Description of Certificate Benefits and
                    Provisions - Values Under the Certificate

          47.       The Funds

          48.       Cover page; Hartford

          49.       Not applicable

          50.       The Separate Account 

          51.       Summary; Hartford; 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>
 
   
                                OMNISOURCE -SM-
                     GROUP FLEXIBLE PREMIUM VARIABLE LIFE
                              INSURANCE POLICIES
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                 P.O. BOX 2999
                       HARTFORD, CONNECTICUT 06104-2999
[LOGO]                     TELEPHONE: 1-800-861-1408
 
- --------------------------------------------------------------------------------
    
- --------------------------------------------------------------------------------
 
This Prospectus describes a group flexible premium variable life insurance
policy (the "Group Policies," and each individually a "Group Policy") and
certificates of insurance (the "Certificates," and each individually a
"Certificate") offered by 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 the Death Benefit, together with an
opportunity to participate in the investment experience of ICMG Registered
Variable Life Separate Account One. For a given amount of Death Benefit chosen,
the Owner has considerable flexibility in selecting the timing and amount of
premium payments. In addition to the Initial Premium payment, additional premium
payments are also allowed.
 
    Group Policies may be issued to a Participating Employer or to a trust that
is adopted by a Participating Employer. Eligible employees of Participating
Employers may own Certificates issued under their respective Participating
Employer's Group Policy. 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.
 
    Sales agents can provide prospective purchasers with individualized sales
illustrations which reflect all the fees and charges associated with the
Certificate options selected.
 
    The Certificates provide for a Death Benefit, pursuant to which Death
Proceeds are payable at the Insured's death. You may select one of two Death
Benefit options. Death Benefit Option A is an amount equal to the larger of (1)
the Face Amount and (2) the Variable Insurance Amount. Death Benefit Option B is
an amount equal to the larger of (1) the Face Amount plus the Cash Value and (2)
the Variable Insurance Amount. The Death Proceeds payable to the Beneficiary
equal the Death Benefit less any Debt outstanding under the Certificate plus any
rider benefits payable.
 
    The Investment Value of a Certificate will also vary up or down to reflect
the investment experience of the Investment Divisions to which Net Premiums have
been allocated. The Owner bears the investment risk for all amounts so
allocated.
 
   
    The Portfolios underlying the Investment Divisions presently are: shares of
Class IA of the Hartford Capital Appreciation Fund, Inc. ("Hartford Capital
Appreciation Fund"), shares of Class IA of the Hartford Bond Fund, Inc.
("Hartford Bond Fund") and shares of Class IA of the Hartford Money Market Fund,
Inc. ("Hartford Money Market Fund"), the Limited Maturity Bond Portfolio, the
Balanced Portfolio and the Partners Portfolio of Neuberger & Berman Advisers
Management Trust; the VIP High Income Portfolio, the VIP Equity-Income Portfolio
and the VIP Overseas Portfolio of Variable Insurance Products Fund; the VIP II
Asset Manager Portfolio of Variable Insurance Products Fund II; the Alger
American Small Capitalization Portfolio and the Alger American Growth Portfolio
of The Alger American Fund; the J.P. Morgan Bond Portfolio, the J.P. Morgan
Equity Portfolio, the J.P. Morgan Small Company Portfolio and the J.P. Morgan
International Equity Portfolio of J.P. Morgan Series Trust II; the Fixed Income
Portfolio, the High Yield Portfolio, the Equity Growth Portfolio, the Value
Portfolio, the Global Equity Portfolio and the Emerging Markets Equity Portfolio
of Morgan Stanley Universal Funds, Inc.; and the EAFE-Registered Trademark-
Equity Index Fund, Equity 500 Index Fund and the Small Cap Index Fund of the BT
Insurance Funds Trust.
    
 
- --------------------------------------------------------------------------------
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
AVAILABLE 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 OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
   
VARIABLE LIFE INSURANCE POLICIES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED
OR GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE
PROTECTED BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE
SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT
INVESTED.
    
- --------------------------------------------------------------------------------
   
THE DATE OF THIS PROSPECTUS IS MAY 1, 1998.
    
<PAGE>
2                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
 SPECIAL TERMS.........................................................    4
 SUMMARY...............................................................    6
 HARTFORD..............................................................    9
 THE SEPARATE ACCOUNT..................................................    9
 THE FUNDS.............................................................    9
   General.............................................................    9
     Hartford Funds....................................................   10
     Neuberger & Berman Advisers Management Trust......................   10
     Variable Insurance Products Fund and Variable Insurance Products
      Fund II..........................................................   10
     The Alger American Fund...........................................   10
     J.P. Morgan Series Trust II.......................................   11
     Morgan Stanley Universal Funds, Inc...............................   11
     BT Insurance Funds Trust..........................................   11
   The Portfolios......................................................   11
 DETAILED DESCRIPTION OF CERTIFICATE BENEFITS AND PROVISIONS...........   13
   General.............................................................   13
   Issuance of a Certificate...........................................   13
   Premiums............................................................   14
     Premium Payment Flexibility.......................................   14
     Allocation of Premium Payments....................................   14
     Accumulation Units................................................   15
     Accumulation Unit Values..........................................   15
     Premium Limitation................................................   15
   Values Under the Certificate........................................   15
   Surrender of the Certificate........................................   15
     Partial Withdrawals...............................................   16
   Transfers Among Investment Divisions................................   16
     Amount and Frequency of Transfers.................................   16
     Transfers To or from Investment Divisions.........................   16
     Asset Rebalancing.................................................   16
     Procedures for Telephone Transfers................................   16
   Valuation of Payments and Transfers.................................   17
     Processing of Transactions........................................   17
   Loans...............................................................   17
     Loan Interest.....................................................   17
     Credited Interest.................................................   17
     Loan Repayments...................................................   17
     Termination Due to Excessive Debt.................................   17
     Effect of Loans on Investment Value...............................   17
   Death Benefit.......................................................   18
     Minimum Death Benefit Testing Procedures..........................   18
     Death Benefit Options.............................................   18
     Option Change.....................................................   18
     Payment Options...................................................   18
     Legal Developments Regarding Income Payments......................   19
     Beneficiary.......................................................   19
     Increases and Decreases in Face Amount............................   19
   Benefits at Maturity................................................   19
   Termination of Participation in the Group Policy....................   19
   Lapse and Reinstatement While the Group Policy Is In Effect.........   20
     Lapse and Grace Period............................................   20
     Reinstatement.....................................................   20
   Enrollment for a Certificate........................................   20
</TABLE>
    
<PAGE>
 
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    3
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
   The Right to Examine the Certificate................................   20
   Deductions from Premium.............................................   20
     Front-End Sales Load..............................................   20
     Premium Related Tax Charge........................................   21
     DAC Tax Charge....................................................   21
   Deductions and Charges from Investment Value........................   21
     Monthly Deduction Amount..........................................   21
   Mortality and Expense Risk Charge...................................   22
   Taxes...............................................................   22
 OTHER MATTERS.........................................................   22
   Additions, Deletions or Substitutions of Investments................   22
   Voting Rights.......................................................   22
   Our Rights..........................................................   23
   Statements to Owners................................................   23
   Limit on Right to Contest...........................................   23
   Misstatement as to Age or Sex.......................................   23
   Assignment..........................................................   23
   Dividends...........................................................   23
   Experience Credits..................................................   24
 SUPPLEMENTAL BENEFITS.................................................   24
   Maturity Date Extension Rider.......................................   24
 EXECUTIVE OFFICERS AND DIRECTORS......................................   24
 DISTRIBUTION OF THE GROUP POLICY......................................   28
 SAFEKEEPING OF THE SEPARATE ACCOUNT ASSETS............................   28
 FEDERAL TAX CONSIDERATIONS............................................   28
   General.............................................................   28
   Taxation of Hartford and the Separate Account.......................   29
   Income Taxation of Certificate Benefits.............................   29
   Modified Endowment Contracts........................................   29
   Diversification Requirements........................................   30
   Federal Income Tax Withholding......................................   30
   Other Tax Considerations............................................   30
 LEGAL PROCEEDINGS.....................................................   30
 EXPERTS...............................................................   30
 REGISTRATION STATEMENT................................................   30
 APPENDIX A -- ILLUSTRATIONS OF DEATH BENEFIT, CASH VALUE AND CASH
   SURRENDER VALUE.....................................................   31
 FINANCIAL STATEMENTS..................................................
</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                                    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 later in this Prospectus.
 
ATTAINED AGE: The Issue Age plus the period since the Coverage Date.
 
BENEFICIARY: The person so designated by the Owner in the Certificate.
 
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 and from which Coverage Months and Coverage Years are determined.
 
COVERAGE MONTH(S): The 1-month period following the Coverage Date and each
anniversary thereof.
 
COVERAGE YEAR(S): The 12 month period following the Coverage Date and each
anniversary thereof.
 
CUSTOMER SERVICE CENTER: The service area of Hartford Life and Annuity Insurance
Company.
 
DEATH BENEFIT: The Death Benefit option in effect determines how the Death
Benefit is calculated. The two Death Benefit options are described under
"Detailed Description of Certificate Benefits and Provisions -- Death Benefit."
 
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.
 
ENROLLMENT FORM: The form required to be filled out prior to issuance of a
Certificate. The specific form used will depend on the underwriting
classification and plan design.
 
FACE AMOUNT: The minimum Death Benefit as long as the Certificate is in force.
It is specified at issue and may be changed after issue on request, or due to a
change in Death Benefit option or a partial withdrawal.
 
   
FUNDS: The registered open-end management investment companies in which assets
of the Investment Divisions of the Separate Account may be invested. Currently,
the Funds include: (i) Hartford Capital Appreciation Fund; (ii) Hartford Bond
Fund; (iii) Hartford Money Market Fund ((i)-(iii) are each a "Hartford Fund" and
collectively the "Hartford Funds" and are managed by HL Investment Advisors,
Inc. ("HL Advisors")); (iv) Neuberger & Berman Advisers Management Trust
("Neuberger & Berman AMT"), managed by Neuberger & Berman Management
Incorporated ("N&B Management"); (v) Variable Insurance Products Fund ("VIP"),
managed by Fidelity Management & Research Company ("FMR"); (vi) Variable
Insurance Products Fund II ("VIP II"), managed by FMR; (vii) The Alger American
Fund ("Alger American Fund"), managed by Fred Alger Management, Inc. ("Alger
Management"); (viii) J.P. Morgan Series Trust II ("J.P. Morgan Series Trust"),
managed by J.P. Morgan Investment Management Inc. ("J.P. Morgan"); (ix) Morgan
Stanley Universal Funds, Inc. ("MSUF"), managed by either Morgan Stanley Asset
Management Inc. ("MSAM") or Miller Anderson & Sherrerd, LLP ("MAS"); and (x) BT
Insurance Funds Trust, managed by Bankers Trust Global Investment Management, a
unit of Bankers Trust Company ("Bankers Trust").
    
 
GENERAL ACCOUNT: The assets of Hartford other than those allocated to the
Separate Account.
 
GRACE PERIOD: The 61-day period, measured in calendar days, 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 group flexible premium variable life insurance policy issued
by Hartford and described in this Prospectus.
 
HARTFORD (ALSO REFERRED TO AS "WE," "US," "OUR"): Hartford Life and Annuity
Insurance Company.
 
IN WRITING: In a written form satisfactory to Us.
 
INITIAL PREMIUM: The amount of premium initially payable shown in Your
Certificate.
 
INSURED: The person on whose life the Certificate is issued. The Insured is
identified in the Certificate.
 
   
INVESTMENT DIVISION: A separate division of the Separate Account which invests
exclusively in the shares of a specified Portfolio of a Fund. The Separate
Account currently offers 25 Investment Divisions: (i) the Hartford Capital
Appreciation Investment Division, (ii) the Hartford Bond Investment Division,
(iii) the Hartford Money Market Investment Division, (iv) the N&B AMT Limited
Maturity Bond Investment Division, (v) the N&B AMT Balanced Investment Division,
(vi) the N&B AMT Partners Investment Division, (vii) the Fidelity VIP High
Income Investment Division, (viii) the
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
- --------------------------------------------------------------------------------
 
Fidelity VIP Equity-Income Investment Division, (ix) the Fidelity VIP Overseas
Investment Division, (x) the Fidelity VIP II Asset Manager Investment Division,
(xi) the Alger American Small Capitalization Investment Division, (xii) the
Alger American Growth Investment Division, (xiii) the J.P. Morgan Bond
Investment Division, (xiv) the J.P. Morgan Equity Investment Division, (xv) the
J.P. Morgan Small Company Investment Division, (xvi) the J.P. Morgan
International Opportunities Investment Division, (xvii) the MS Fixed Income
Investment Division, (xviii) the MS High Yield Investment Division, (xix) the MS
Equity Growth Investment Division, (xx) the MS Value Investment Division, (xxi)
the MS Global Equity Investment Division, (xxii) the MS Emerging Markets Equity
Investment Division, (xxiii) the BT EAFE-Equity Index Investment Division,
(xxiv) BT Equity 500 Index Investment Division, and (xxv) the BT Small Cap Index
Investment Division.
 
INVESTMENT VALUE: The sum of the values of assets in the Investment Divisions
under the Certificate.
 
ISSUE AGE: The Insured's age on the birthday nearest to the Coverage Date.
 
LOAN: Any amount borrowed against the Investment Value under a Certificate.
 
LOAN ACCOUNT: That portion of Hartford's General Account to which amounts are
transferred as a result of a Loan. The Loan Account is credited with interest
and does not participate in the investment experience of the Separate Account.
 
LOAN ACCOUNT VALUE: The amounts of the Investment Value transferred to (or from)
the General Account to secure Loans, plus interest accrued at the daily
equivalent of an annual rate equal to the Adjustable Loan Interest Rate actually
charged, reduced by not more than 1%.
 
MATURITY DATE: The date on which an Insured's coverage matures as shown in the
Certificate. 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 AMOUNT AT RISK: The Death Benefit less the Cash Value.
 
NET PREMIUM: The amount of premium actually credited to the Investment
Divisions.
 
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 Certificate.
 
PARTICIPATING EMPLOYER: A participating employer, or a trust sponsored by a
participating employer, to which Hartford issues the Group Policy described in
this Prospectus.
 
   
PORTFOLIO: A Hartford Fund or a separate mutual fund, series or portfolio of the
remaining Funds. There are currently 25 Portfolios available under the Group
Policy: the Hartford Capital Appreciation Fund, Inc., Hartford Bond Fund, Inc.
and Hartford Money Market Fund, Inc.; the Limited Maturity Bond Portfolio ("N&B
AMT Limited Maturity Bond Portfolio"), Balanced Portfolio ("N&B AMT Balanced
Portfolio") and Partners Portfolio ("N&B AMT Partners Portfolio") of Neuberger &
Berman AMT; the VIP High Income Portfolio, VIP Equity-Income Portfolio and VIP
Overseas Portfolio of VIP, the VIP II Asset Manager Portfolio of VIP II; the
Alger American Small Capitalization Portfolio and Alger American Growth
Portfolio of Alger American Fund; the J.P. Morgan Bond Portfolio, J.P. Morgan
Equity Portfolio, J.P. Morgan Small Company Portfolio and J.P. Morgan
International Opportunities Portfolio of J.P. Morgan Series Trust; the Fixed
Income Portfolio ("MS Fixed Income Portfolio"), High Yield Portfolio ("MS High
Yield Portfolio"), Equity Growth Portfolio ("MS Equity Growth Portfolio"), Value
Portfolio ("MS Value Portfolio"), Global Equity Portfolio ("MS Global Equity
Portfolio"), and Emerging Markets Equity Portfolio ("MS Emerging Markets Equity
Portfolio") of MSUF; the EAFE-Registered Trademark- Equity Index Fund ("BT EAFE"
Equity Index Fund"), Equity 500 Index Fund ("BT Equity 500 Index Fund") and
Small Cap Index Fund ("BT Small Cap Index Fund") of BT Insurance Funds Trust.
    
 
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: U.S. 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 indicates otherwise. A
business day is any day the NYSE is open for trading or any day the SEC requires
mutual funds, unit investment trusts or other investment portfolios to be
valued. The value of the Separate Account is determined at the close of the NYSE
(generally 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.
 
VIP: Variable Insurance Products Fund.
 
VIP II: Variable Insurance Products Fund II.
<PAGE>
6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                                    SUMMARY
 
                                THE GROUP POLICY
 
    The Group Policies, and the Certificates, offered by this Prospectus are
funded by 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 has 25 Investment Divisions dedicated to the Group Policies,
each of which invests solely in a corresponding Portfolio of the Funds.
 
   
    Depending upon the state of issuance of Your Certificate and the applicable
provisions of Your Certificate, Your initial Net Premium will, when Your
Certificate is issued, either be (1) invested in the Hartford Money Market
Investment Division during the right to examine period or (2) invested
immediately in Your chosen Investment Divisions, upon Our receipt thereof. IF
YOUR INITIAL NET PREMIUM IS INVESTED IMMEDIATELY IN YOUR CHOSEN INVESTMENT
DIVISIONS, YOU WILL BEAR FULL INVESTMENT RISK FOR ANY AMOUNTS ALLOCATED TO THE
INVESTMENT DIVISIONS DURING THE RIGHT TO EXAMINE PERIOD. Please note that this
automatic immediate investment feature only applies if Your Certificate so
specifies. Please check with Your agent to determine the status of Your
Certificate. You must fill out and send Us the appropriate form In Writing or
comply with other designated Hartford procedures if You would like to change how
subsequent Net Premiums are allocated. See "Allocation of Premium Payments,"
page 14.
    
 
    Pursuant to the Certificates, each selected Investment Division is credited
with Accumulation Units and each selected Investment Division's assets are
invested in the applicable underlying Portfolio. Subject to certain
restrictions, an Owner may transfer amounts among the available Investment
Divisions. See "Detailed Description of Certificate Benefits and Provisions --
Transfers Among Investment Divisions," page 16.
 
    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 "flexible premium" because, once the
desired level and pattern of the Death Benefit 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 18.
 
                                 DEATH BENEFIT
 
    The Certificates provide for two Death Benefit options. Under Death Benefit
Option A, the Death Benefit is an amount equal to the larger of (1) the Face
Amount and (2) the Variable Insurance Amount. Under Death Benefit Option B, the
Death Benefit is an amount equal to the larger of (1) the Face Amount plus the
Cash Value and (2) the Variable Insurance Amount. At the death of the Insured,
We will pay the Death Proceeds to the Beneficiary. The Death Proceeds equal the
Death Benefit less outstanding Debt plus any rider benefits payable under the
Certificate. See "Detailed Description of Certificate Benefits and Provisions --
Death Benefit," page 18.
 
                                    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 fail to
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. See "Detailed Description of Certificate Benefits and
Provisions -- Loans," page 17.
 
                            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.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    7
- --------------------------------------------------------------------------------
 
    The front-end sales load covers expenses relating to the sale and
distribution of the Certificates and may be reduced for certain sales of the
Certificates under circumstances which result in savings of such sales and
distribution expenses. For more information concerning the front-end sales load,
see "Detailed Description of Certificate Benefits and Provisions -- Deductions
from Premium," page 20.
 
                         LIMITS ON FRONT-END SALES LOAD
 
    Certain insurance laws and regulations limit the front-end sales load which
can be assessed against the Certificates. The front-end sales load assessed in
the Certificates complies with these limitations.
 
                           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
 
    Hartford deducts 1.25% of each premium to cover a federal premium tax
assessed against Hartford. This charge is reasonable in relation to Hartford's
federal income tax burden, under Code Section 848, resulting from the receipt of
premiums. We will adjust the charge based on changes in the applicable tax law.
 
                             DEDUCTIONS AND CHARGES
                             FROM INVESTMENT VALUE
 
    As with many other types of insurance policies, each Certificate will have
an Investment Value. The Investment Value of the Certificate will increase or
decrease to reflect the investment experience of the chosen Investment
Divisions, deductions for the Monthly Deduction Amount and any amounts
transferred from the Investment Divisions into the Loan Account. There is no
minimum guaranteed Investment Value and the Owner bears the risk of the
investment in the underlying Portfolios. See "Detailed Description of
Certificate Benefits and Provisions -- Deductions and Charges from Investment
Value," page 21.
 
    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. If there is insufficient Investment
Value in the Charge Deduction Division:
 
(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 is selected, any amounts due will be taken
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; plus
 
(c) the charges for 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 "Deductions and Charges From Investment Value,"
page 21, and "Federal Tax Considerations," page 28.
 
                       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 1 through 10 at an
effective annual rate of .65% of the value of each Investment Division's assets
and for Coverage Years 11 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.
 
                           CHARGES AGAINST THE FUNDS
 
    The Separate Account purchases Fund shares at net asset value. The net asset
value of those shares reflects investment advisory fees and administrative and
other expenses deducted from the assets of the Portfolios. 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
Portfolios.
 
   
    The following table shows annual operating expenses after waivers or
reimbursements for 1997:
    
 
   
                      ANNUAL PORTFOLIO OPERATING EXPENSES
                        (as a percentage of net assets)
    
 
   
<TABLE>
<CAPTION>
                                                                    TOTAL
                                                                  OPERATING
                        MANAGEMENT             OTHER           EXPENSES (AFTER
                            FEE           EXPENSES (AFTER      WAIVERS AND/OR
PORTFOLIO NAME        (AFTER WAIVERS)     REIMBURSEMENTS)      REIMBURSEMENTS)
- -------------------  -----------------  -------------------  -------------------
<S>                  <C>                <C>                  <C>
Hartford Capital
 Appreciation
 Fund..............         0.620%              0.020%               0.640%
Hartford Bond
 Fund..............         0.490%              0.020%               0.510%
Hartford Money
 Market Fund.......         0.425%              0.015%               0.440%
</TABLE>
    
<PAGE>
 
8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                    TOTAL
                                                                  OPERATING
                        MANAGEMENT             OTHER           EXPENSES (AFTER
                            FEE           EXPENSES (AFTER      WAIVERS AND/OR
PORTFOLIO NAME        (AFTER WAIVERS)     REIMBURSEMENTS)      REIMBURSEMENTS)
- -------------------  -----------------  -------------------  -------------------
<S>                  <C>                <C>                  <C>
N&B AMT Limited
 Maturity Bond
 Portfolio (2).....         0.650%              0.120%               0.770%
N&B AMT Balanced
 Portfolio (2).....         0.850%              0.190%               1.040%
N&B AMT Partners
 Portfolio (2).....         0.800%              0.060%               0.860%
VIP High Income
 Portfolio (3).....         0.590%              0.120%               0.710%
VIP Equity-Income
 Portfolio (3).....         0.500%              0.080%               0.580%
VIP Overseas
 Portfolio (3).....         0.750%              0.170%               0.920%
VIP II Asset
 Manager Portfolio
 (3)...............         0.550%              0.100%               0.650%
Alger American
 Small
 Capitalization
 Portfolio.........         0.850%              0.040%               0.890%
Alger American
 Growth
 Portfolio.........         0.750%              0.040%               0.790%
J.P. Morgan Bond
 Portfolio (4).....         0.300%              0.450%               0.750%
J.P. Morgan Equity
 Portfolio (4).....         0.400%              0.500%               0.900%
J.P. Morgan Small
 Company Portfolio
 (4)...............         0.600%              0.550%               1.150%
J.P. Morgan
 International
 Opportunities
 Portfolio (4).....         0.600%              0.600%               1.200%
MS Fixed Income
 Portfolio (5).....         0.000%              0.700%               0.700%
MS High Yield
 Portfolio (5).....         0.000%              0.800%               0.800%
MS Equity Growth
 Portfolio (5).....         0.000%              0.850%               0.850%
MS Value Portfolio
 (5)...............         0.000%              0.850%               0.850%
MS Global Equity
 Portfolio (5).....         0.000%              1.150%               1.150%
MS Emerging Markets
 Equity Portfolio
 (5)...............         0.000%              1.750%               1.750%
BT
EAFE-Registered Trademark-
 Equity Index Fund
 (6)...............         0.020%              0.630%               0.650%
BT Equity 500 Index
 Fund (6)..........         0.000%              0.300%               0.300%
BT Small Cap Index
 Fund (6)..........         0.000%              0.450%               0.450%
</TABLE>
    
 
- ------------
 
   
(1) Management Fees generally represent the fees paid to the investment adviser
    or its affiliate for investment and administrative services provided. Other
    Expenses are expenses (other than Management Fees) which are deducted from
    the fund including legal, accounting and custodian fees. For complete
    description of the nature of the services provided in consideration of the
    operating expenses deducted, please see the Fund prospectuses.
    
 
   
(2) Neuberger & Berman AMT 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 Fee" include the aggregate of
    the administration fees paid by the Portfolio and the management fee 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.
    
 
   
(3) A portion of the brokerage commissions that certain funds pay was used to
    reduce fund expenses. In addition, certain funds have entered into
    arrangements with their custodian and transfer agent whereby credits
    realized, as a result of uninvested cash balances were used to reduce
    custodian expenses. Including these reductions, the total operating expenses
    presented in the table would have been 0.710% for VIP High Income Portfolio,
    0.570% for VIP Equity-Income Portfolio, 0.900% for VIP Overseas Portfolio,
    and 0.640% for VIP II Asset Manager Portfolio.
    
 
   
(4) Pursuant to a voluntary agreement, fees and expenses were reimbursed to the
    extnet expenses exceeded .75%, .90%, 1.15% and 1.20% of the average daily
    net assets of J.P. Morgan Bond Portfolio, J.P. Morgan Equity Portfolio, J.P.
    Morgan Small Company Portfolio and J.P. Morgan International Opportunities
    Portfolio, respectively. Without such reimbrusement, total expenses would
    have been 1.910%, 2.310%, 3.810% and 4.250% for J.P. Morgan Bond Portfolio,
    J.P. Morgan Equity Portfolio, J.P. Morgan Small Company Portfolio and J.P.
    Morgan International Opportunities Portfolio, respectively.
    
 
   
(5) With respect to the Fixed Income, High Yield, Equity Growth, Value, Global
    Equity and Emerging Markets Equity Portfolios, the investment adviser has
    voluntarily agreed to waive its investment advisory fees and to reimburse
    the Portfolios if such fees would cause their respective "Total Fund
    Operating Expenses" to exceed those set forth in the table above. Absent
    such reductions, it is estimated that "Management Fees," "Other Expenses"
    and "Total Fund Operating Expenses" for the Portfolios would have been as
    follows:
    
 
   
<TABLE>
<CAPTION>
                                                                  TOTAL FUND
                                    MANAGEMENT        OTHER        OPERATING
PORTFOLIO                               FEE          EXPENSES      EXPENSES
- --------------------------------  ---------------  ------------  -------------
<S>                               <C>              <C>           <C>
Fixed Income....................        0.400%          1.310%        1.710%
High Yield......................        0.500%          1.180%        1.680%
Equity Growth...................        0.550%          1.550%        2.050%
Value...........................        0.550%          1.320%        1.870%
Global Equity...................        0.800%          1.630%        2.430%
Emerging Markets Equity.........        1.250%          2.870%        4.120%
</TABLE>
    
 
   
(6) Without expense waivers and reimbursements, the total operating expenses for
    BT EAFE-Registered Trademark- Equity Index Fund, BT Equity 500 Index Fund
    and BT Small Cap Index Fund would have been 2.750%, 2.780% and 3.270%,
    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
17.
                      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 calendar 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    9
- --------------------------------------------------------------------------------
 
plus charges deducted. See "The Right to Examine the Certificate," page 20.
                                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 28.
 
    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 29.
                                    HARTFORD
 
    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. Effective on January 1, 1998, Hartford's
name changed from ITT Hartford Life and Annuity Insurance Company 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 controlled by
The Hartford Financial Services Group, Inc., a Delaware corporation.
 
    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 rating do not apply to the investment performance of the
Sub-Accounts. The rating apply to Hartford's ability to meet its insurance
obligations, including those described in this Prospectus.
                              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 25 Investment Divisions dedicated to the Group
Policies, each of which invests solely in a corresponding Portfolio of the
Funds. Additional Investment Divisions may be established at the discretion of
Hartford. The Separate Account may include other divisions which will not be
available under the Group Policies.
                                   THE FUNDS
 
                                    GENERAL
 
    The shares of the Portfolios are sold by the Funds to the Separate Account.
The assets of the Separate Account attributable to the Group Policies are
invested exclusively in the Investment Divisions. An Owner may allocate Net
Premium payments among the Investment Divisions. Owners should review the brief
descriptions of the investment objectives of each of the Portfolios in
connection with that allocation. See "The Funds -- The Portfolios," page 11.
 
    Each Fund continually issues an unlimited number of full and fractional
shares of beneficial interest in the relevant Portfolios. In addition to being
offered to the Separate Account, each Fund's shares are or may be offered to
other separate accounts funding variable annuity contracts and variable life
insurance policies issued by Hartford or its affiliates and to separate accounts
of other insurance companies.
<PAGE>
10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
It is conceivable that in the future it may become disadvantageous for both
variable annuity and variable life insurance separate accounts or for separate
accounts of other life insurance companies to invest in shares of the Funds
simultaneously. Although neither Hartford nor any of the Funds currently foresee
any such disadvantage, each Fund's Board of Directors or Board of Trustees, as
applicable (collectively, the "Boards"), will monitor events in order to
identify any material conflict between different variable annuity and variable
life owners and to determine what action, if any, should be taken in response
thereto, including the possible withdrawal of the Separate Account's
participation in any of the Funds. Material conflicts could result from such
things as (1) changes in state insurance law, (2) changes in federal income tax
law, (3) changes in the investment management of any Portfolio, or (4)
differences between voting instructions given by variable annuity and variable
life owners. If the Boards were to conclude that separate underlying funds
should be established for variable annuity and variable life insurance separate
accounts, Hartford will bear the attendant expenses.
 
    All investment income of, and other distributions to, each Investment
Division arising from the applicable Portfolio are reinvested in shares of that
Portfolio at net asset value. Hartford will purchase Portfolio shares in
connection with Net Premium payments allocated to the applicable Investment
Division in accordance with Owners' instructions and will redeem Portfolio
shares to meet obligations under the Group Policies and the Certificates or make
adjustments in reserves, if any. The Funds are required to redeem Portfolio
shares at net asset value and generally to make payment within seven (7)
calendar days.
 
    Applicants should read the Fund prospectuses accompanying this Prospectus in
connection with the purchase of a Certificate.
 
HARTFORD FUNDS
 
   
    The Separate Account currently invests in the Hartford Funds, a family of
funds comprised of twelve separate diversified open-end management investment
companies registered under the 1940 Act and organized as Maryland corporations.
Three of the Hartford Funds -- the Hartford Capital Appreciation Fund, the
Hartford Bond Fund and the Hartford Money Market Fund -- are available as part
of OmniSource-SM-.
    
 
   
    HL Advisors serves as the investment adviser to each of the Hartford Funds.
In addition, HL Advisors has entered 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 and Hartford
Money Market Fund. Wellington Management Company, L.L.P. ("Wellington
Management") serves as sub-investment adviser for Hartford Capital Appreciation
Fund.
    
 
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
 
   
    The Separate Account currently invests in Neuberger & Berman AMT, a
diversified open-end management investment company registered under the 1940 Act
and organized as a Delaware business trust. Neuberger & Berman AMT consists of
several portfolios, including the Limited Maturity Bond Portfolio, Balanced
Portfolio and Partners Portfolio available as part of OmniSource-SM-.
    
 
    Each portfolio of Neuberger & Berman AMT invests its assets in its
corresponding series of the Advisers Managers Trust, which is also an open-end
management investment company registered under the 1940 Act and is organized as
a New York common law trust. The investment performance of the Limited Maturity
Bond Portfolio, Balanced Portfolio and Partners Portfolio will directly
correspond with the investment performance of the corresponding series of the
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.
 
    Neuberger & Berman Management Inc. serves as the investment manager of each
series of Advisers Managers Trust, as administrator of each portfolio of
Neuberger & Berman AMT, and as distributor of the shares of each portfolio of
Neuberger & Berman AMT. Neuberger & Berman, LLC serves as the sub-adviser for
each series of Advisers Managers Trust.
 
VARIABLE INSURANCE PRODUCTS FUND AND VARIABLE INSURANCE PRODUCTS FUND II (EACH,
A "FIDELITY FUND" AND COLLECTIVELY,
THE "FIDELITY FUNDS")
 
   
    The Separate Account currently invests in both Fidelity Funds. The Fidelity
Funds are diversified, open-end management investment companies organized as
Massachusetts business trusts by Fidelity Management & Research Company ("FMR")
and registered under the 1940 Act. The Fidelity Funds consist of several
investment portfolios, including the VIP High Income Portfolio, VIP Equity-
Income Portfolio, VIP Overseas Portfolio and VIP II Asset Manager Portfolio
available as part of OmniSource-SM-.
    
 
    The Fidelity Funds are each managed by FMR. FMR is one of America's largest
investment management organizations. It is composed of a number of different
companies, which provide a variety of financial services and products. FMR is
the original Fidelity company, founded in 1946. It provides a number of mutual
funds and other clients with investment research and portfolio management
services.
 
THE ALGER AMERICAN FUND
 
   
    The Separate Account currently invests in shares of The Alger American Fund,
a diversified open-end management investment company registered under the 1940
Act and organized as a Massachusetts business trust. The Alger American Fund
consists of six series, including the Alger
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
- --------------------------------------------------------------------------------
 
   
American Small Capitalization and Alger American Growth Portfolios available as
part of OmniSource-SM-.
    
 
    The Alger American Fund is managed by Alger Management, a subsidiary of Fred
Alger & Company, Incorporated, which is in turn a subsidiary of Alger
Associates, Inc., a financial services holding company. Alger Management has
been in the business of providing investment advisory services since 1964.
 
J.P. MORGAN SERIES TRUST II
 
   
    The Separate Account currently invests in shares of J.P. Morgan Series
Trust, a diversified open-end management investment company registered under the
1940 Act and organized as a Delaware business trust. J.P. Morgan Series Trust
consists of five portfolios, including the J.P. Morgan Bond, J.P. Morgan Equity,
J.P. Morgan Small Company and J.P. Morgan International Opportunities Portfolios
available as part of OmniSource-SM-.
    
 
   
    Each Portfolio of J.P. Morgan Series Trust is advised by J.P. Morgan
Investment Management Inc., a wholly-owned subsidiary of J.P. Morgan & Co.
Incorporated which is a bank holding company with a long history of service as
adviser, underwriter and lender to an extensive roster of major companies and as
financial adviser to national governments.
    
 
MORGAN STANLEY UNIVERSAL FUNDS, INC.
 
   
    The Separate Account currently invests in shares of MSUF, an open-end
management investment company registered under the 1940 Act and organized as a
corporation under the laws of the State of Maryland. MSUF consists of 17
portfolios, including the Fixed Income, High Yield, Equity Growth, Value, Global
Equity and Emerging Markets Equity Portfolios available as part of
OmniSource-SM-.
    
 
   
    The investment adviser for Equity Growth, Global Equity and Emerging Markets
Equity Portfolios is MSAM, a wholly-owned subsidiary of Morgan Stanley Dean
Witter & Co., which is a publicly owned global financial services corporation.
The investment adviser for Fixed Income, High Yield and Value Portfolios is MAS,
which is indirectly wholly-owned by Morgan Stanley Dean Witter & Co.
    
 
BT INSURANCE FUNDS TRUST
 
   
    The Separate Account currently invests in the BT Insurance Funds Trust, a
diversified open-end management investment company registered under the 1940 Act
and organized as a Massachusetts business trust. BT Insurance Funds Trust
consists of six series, including the EAFE0-Equity Index Fund, the Equity 500
Index Fund and the Small Cap Index Fund available as part of OmniSource-SM-.
    
 
    BT Insurance Funds Trust has retained the services of Bankers Trust Global
Investment Management, a unit of Bankers Trust, as investment manager. Bankers
Trust conducts a variety of general banking and trust activities and is a major
wholesaler supplier of financial services to the international and domestic
institutional markets.
                                 THE PORTFOLIOS
 
   
 HARTFORD CAPITAL APPRECIATION FUND
    
 
   
    Hartford Capital Appreciation Fund seeks to achieve growth of capital by
investing in equity securities selected solely on the basis of potential for
capital appreciation.
    
 
   
 HARTFORD BOND FUND
    
 
   
    Hartford Bond Fund seeks to achieve maximum current income consistent with
preservation of capital by investing primarily in fixed-income securities. Up to
20% of the total assets of the Portfolio 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 Portfolio'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 "High Yield -- High Risk
Debt Securities."
    
 
   
 HARTFORD MONEY MARKET FUND
    
 
   
    Hartford Money Market Fund seeks to achieve maximum current income
consistent with liquidity and preservation of capital.
    
 
 LIMITED MATURITY BOND PORTFOLIO
 
   
    N&B AMT Limited Maturity Bond Portfolio seeks to achieve the highest current
income consistent with low risk to principal and liquidity; and secondarily,
total return. This Portfolio invests in a diversified portfolio primarily
consisting of short to intermediate term U.S. government and agency securities
and investment grade debt securities issued by financial institutions,
corporations, and others. The Portfolio may invest up to 10% of its net assets,
measured at the time of investment, in fixed-income securities that are below
investment grade.
    
 
 BALANCED PORTFOLIO
 
   
    N&B AMT Balanced Portfolio seeks to achieve long-term capital growth and
reasonable current income without undue risk to principal. It is anticipated
that the Portfolio's investment program will normally be managed so that
approximately 60% of its total assets will be invested in common and preferred
stocks and the remaining assets will be invested in debt securities, primarily
investment grade. However, depending on the investment manager's views regarding
current market trends, the common stock portion of its portfolio investments may
be adjusted downward to as low as 50% or upward to as high as 70%. At least 25%
of its assets will be invested in fixed income securities.
    
<PAGE>
12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 PARTNERS PORTFOLIO
 
    N&B AMT Partners Portfolio seeks to achieve capital growth. This Portfolio's
investment approach is to invest principally in common stocks of medium to large
capitalization established companies, using a value-oriented investment approach
designed to increase capital with reasonable risk. Its investment program seeks
securities believed to be undervalued based on strong fundamentals such as low
price-to-earnings ratios, consistent cash flow and the company's track record
through all parts of the market cycle.
 
 VIP HIGH INCOME PORTFOLIO
 
    VIP High Income Portfolio seeks high current income primarily through
investments in all types of income-producing debt securities, preferred stocks
and convertible securities. Although the Portfolio has no limits on the quality
and maturity of its investments, its strategy typically leads to longer-term,
lower-quality, fixed-income securities. These domestic and foreign investments
may present the risk of default or may be in default.
 
 VIP EQUITY-INCOME PORTFOLIO
 
    VIP Equity-Income Portfolio seeks reasonable income by investing primarily
in income-producing equity securities. In choosing these securities, the
Portfolio will also consider the potential for capital appreciation. This
Portfolio's goal is to achieve a yield which exceeds the composite yield on the
securities comprising the Standard & Poor's Composite Index of 500 Stocks
(commonly referred to as "S&P 500"). The Portfolio may invest in high yielding,
lower-rated securities (commonly referred to as "junk bonds") which are subject
to greater risk than investments in higher-rated securities.
 
 VIP OVERSEAS PORTFOLIO
 
    VIP Overseas Portfolio seeks long-term growth of capital primarily through
investments in foreign securities and provides a means for aggressive investors
to diversify their own portfolios by participating in companies and economies
outside of the United States. International investing involves increased or
additional risks compared to investing primarily in domestic equity securities.
 
 VIP II ASSET MANAGER PORTFOLIO
 
    VIP II Asset Manager Portfolio seeks high total return with reduced risk
over the long term by allocating its assets among domestic and foreign stocks,
bonds and short-term instruments.
 
 ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
 
    Alger American Small Capitalization Portfolio seeks long-term capital
appreciation by investing in a diversified, actively managed portfolio of equity
securities, primarily of companies with total market capitalization within the
range of companies included in the Russell 2000 Growth Index or the S&P SmallCap
600 Index, updated quarterly.
 
 ALGER AMERICAN GROWTH PORTFOLIO
 
    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.
 
 J.P. MORGAN BOND PORTFOLIO
 
    J.P. Morgan Bond Portfolio seeks high total return consistent with moderate
risk of capital and maintenance of liquidity. Although the net asset value of
the Portfolio will fluctuate, the Portfolio attempts to preserve the value of
its investments to the extent consistent with its objective. Under normal market
conditions, 65% of the Portfolio's, assets will be invested in bonds, debentures
and other debt instruments. The Portfolio may invest up to 20% of its assets in
securities denominated in foreign currencies and may invest without limitation
in U.S. dollar-denominated securities of foreign issuers.
 
 J.P. MORGAN EQUITY PORTFOLIO
 
   
    J.P. Morgan Equity Portfolio seeks high total return from a portfolio
comprised of selected equity securities. The Portfolio invests primarily in the
common stock of large and medium capitalization U.S. companies.
    
 
 J.P. MORGAN SMALL COMPANY PORTFOLIO
 
    J.P. Morgan Small Company Portfolio seeks high total return from a portfolio
of equity securities of small companies. The Portfolio invests at least 65% of
the value of its total assets in the common stock of small U.S. companies
primarily with market capitalizations less than $1 billion.
 
 J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO
 
    J.P. Morgan International Opportunities Portfolio seeks high total return
from a portfolio of equity securities of foreign corporations. Under normal
market conditions, the Portfolio will invest in a minimum of three different
foreign countries.
 
 FIXED INCOME PORTFOLIO
 
    MS Fixed Income Portfolio seeks above average total return over a market
cycle of three to five years by investing in a diversified portfolio of U.S.
government and agency securities, corporate bonds, foreign bonds,
mortgage-backed securities of domestic issuers, and other fixed income
securities and derivatives. Under normal circumstances, the Portfolio will
invest at least 65% of its total assets in fixed income securities, not more
than 20% of which will be below investment grade (commonly referred to as "high
yield securities" or "junk bonds").
 
 HIGH YIELD PORTFOLIO
 
    MS High Yield Portfolio seeks above average total return over a market cycle
of three to five years by investing at least 65% of its total assets in high
yield securities of U.S. and foreign issuers including corporate bonds and other
fixed income securities. The Portfolio expects to achieve its
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
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objective through maximizing current income, although it may seek capital growth
opportunities when consistent with its objective.
 
 EQUITY GROWTH PORTFOLIO
 
    MS Equity Growth Portfolio seeks long-term capital appreciation by investing
primarily in growth-oriented common and preferred stocks, convertible
securities, rights and warrants to purchase common stocks, depositary receipts
and other equity securities. Under normal circumstances, the Portfolio will
invest at least 65% of its total assets in equity securities.
 
 VALUE PORTFOLIO
 
    MS Value Portfolio seeks above average total return over a market cycle of
three to five years by investing primarily in common and preferred stocks,
convertible securities, rights and warrants to purchase common stocks, ADRs and
other equity securities of companies with equity capitalizations usually greater
than $300 million. Under normal circumstances, the Portfolio will invest at
least 65% of its total assets in equity securities. The Portfolio may invest up
to 5% of its total assets in foreign equity securities (other than ADRs).
 
 GLOBAL EQUITY PORTFOLIO
 
    MS Global Equity Portfolio seeks long-term capital appreciation by investing
primarily in common and preferred stocks, convertible securities, and rights and
warrants to purchase common stocks, depositary receipts and other equity
securities of issuers throughout the world, including issuers in the United
States and emerging market countries. Under normal circumstances, at least 65%
of the total assets of the Portfolio will be invested in equity securities. At
least 20% of the Portfolio's total assets will be invested in common stocks of
U.S. issuers and the remaining equity position will be invested in at least
three countries other than the United States.
 
 EMERGING MARKET EQUITY PORTFOLIO
    MS Emerging Markets Equity Portfolio seeks long-term capital appreciation by
investing primarily in common and preferred stocks, convertible securities,
rights and warrants to purchase common stocks, sponsored or unsponsored ADRs and
other equity securities of emerging market country issuers. Under normal
circumstances, at least 65% of the Portfolio's total assets will be invested in
emerging market country equity securities.
 
 EAFE-REGISTERED TRADEMARK- EQUITY INDEX FUND
    BT EAFE-Registered Trademark- Equity Index Fund seeks to replicate as
closely as possible (before deduction for expenses) the total return of the
Europe, Australia, Far East Index (the "EAFE Index"), a capitalization-weighted
index containing approximately 1,100 equity securities of companies located
outside the United States, by investing in a statistically selected sample of
the equity securities included in the EAFE Index. It will invest primarily in
equity securities of business enterprises organized and domiciled outside of the
United States or for which the principal trading market is outside the United
States.
 
 EQUITY 500 INDEX FUND
 
    BT Equity 500 Index Fund seeks to replicate as closely as possible (before
deduction for expenses) the total return of the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500"), an index emphasizing large-capitalization
stocks. It will include the common stock of those companies included in the S&P
500, other than Bankers Trust New York Corporation, selected on the basis of
computer-generated statistical data, that are deemed representative of the
industry diversification of the entire S&P 500.
 
 SMALL CAP INDEX FUND
 
    BT Small Cap Index Fund seeks to replicate as closely as possible (before
deduction for expenses) the total return of the Russell 2000 Small Stock Index
(the "Russell 2000"), an index consisting of 2,000 small-capitalization common
stocks. It will include the common stock of companies included in the Russell
2000, on the basis of computer-generated statistical data, that are deemed
representative of the industry diversification of the entire Russell 2000.
 
    There is no assurance that any Portfolio will achieve its stated objectives.
Owners are also advised to read the prospectuses for each of the Funds
accompanying this Prospectus for more detailed information. Each Fund is subject
to certain investment restrictions which may not be changed without the approval
of a majority of the shareholders of the Fund. See the accompanying prospectuses
for each of the Funds.
                              DETAILED DESCRIPTION
                            OF CERTIFICATE BENEFITS
                                 AND PROVISIONS
 
                                    GENERAL
 
    This Prospectus describes a flexible premium group variable life insurance
policy where the Owner has considerable flexibility in selecting the timing and
amount of premium payments.
                           ISSUANCE OF A CERTIFICATE
 
    Certificates will only be offered to eligible employees when provided by the
Participating Employer. Individuals wishing to purchase a Certificate must
complete an Enrollment Form In Writing, which must be received by Our Customer
Service Center before a Certificate will be issued. A Certificate will not be
issued with a specified Face Amount of less than the minimum Face Amount.
Acceptance is
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14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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subject to Hartford's underwriting rules then in effect. Hartford reserves the
right to reject an Enrollment Form for any reason permitted by law.
 
    There are two circumstances under which a Certificate may be issued with a
backdated Coverage Date. The first involves Group Policy rollovers from Section
1035 exchanges under the Code. Backdating will occur in order to prevent a gap
in coverage under the Certificate. Charges and deductions (other than those of
the Portfolios) will be made for the period the Coverage Date is backdated;
however, the Owner will not experience investment return during that time.
 
   
    Backdating will also occur when an application accompanied by the Initial
Premium is received by Us but issuance of a Certificate is subject to Our
insurance underwriting requirements. The initial Net Premium will be allocated
to the Hartford Money Market Investment Division during the underwriting period.
See "Premiums -- Allocation of Premium Payments" below. If the Insured meets Our
underwriting requirements, a Certificate will be issued with a backdated
Coverage Date. Charges and deductions (other than those of the Portfolios) will
be made for the backdated period. If the Insured does not meet Our underwriting
requirements, no Certificate will be issued and no coverage will have been in
effect. A conditional receipt will be given to the applicant reflecting receipt
of the Initial Premium and outlining any interim coverage in effect until the
Certificate is either issued or declined.
    
 
    Backdating may only be permitted in certain states.
                                    PREMIUMS
 
PREMIUM PAYMENT FLEXIBILITY
 
    A significant feature of the Certificate is that once the desired level and
pattern of the Death Benefit have been determined, the Owner has considerable
flexibility in the selection of the timing and amount of premiums to be paid and
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, as set forth in the Certificate, is due on the
Coverage Date. Unless determined otherwise by Hartford, the amount of the
minimum Initial Premium is the amount which, after the deductions for sales
load, state premium tax, and DAC tax charge, is sufficient (disregarding
investment performance) to pay twelve (12) times the first Monthly Deduction
Amount. Thereafter, additional premiums may be paid at any time, subject to the
premium limitations set forth by the Code as indicated in the section entitled
"Premium Limitation," page 15. 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 when Your Certificate
is issued to the Hartford 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 Hartford Money Market Investment Division if it is selected as an
initial allocation option). This later date is the later of ten (10) calendar
days after We receive the Initial Premium and the date We receive the final
requirement to put the Certificate in force. The Certificates are credited with
units ("Accumulation Units") in each selected Investment Division, the assets of
which are invested in the corresponding underlying Portfolio. An Owner may
transfer funds among the Investment Divisions subject to certain restrictions.
See "Detailed Description of Certificate Benefits and Provisions -- Transfers
Among Investment Divisions," page 16. Any additional premiums received by Us
prior to such date will be allocated to the Hartford 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 Net Premium allocation. Portions
allocated to the Investment Divisions must be whole percentages of 5% or more.
Subsequent Net Premiums will be allocated among Investment Divisions according
to Your most recent instructions, subject to the following. If We receive a
premium and Your most recent allocation instructions would violate the 5%
requirement, We will allocate the Net Premium among the Investment Divisions
according to Your previous premium allocation. If the asset rebalancing option
is in effect, Net Premiums will be allocated accordingly until that option is
terminated. See "Transfers Among Investment Divisions -- Asset Rebalancing,"
page 16.
 
    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 on the Enrollment Form is shown in the Certificate. In addition, every
transactional confirmation generated after a premium payment is received will
show how that premium has been allocated. A Certificate's annual statement will
also summarize the current premium allocation in effect for that Certificate.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
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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 Hartford 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 Portfolio, as well as the
daily deduction for mortality and expense risks, and will be determined on each
Valuation Day by multiplying the Accumulation Unit value of the particular
Investment Division on the preceding Valuation Day by a net investment factor
for that Investment Division for the Valuation Period then ended. The net
investment factor for each of the Investment Divisions is equal to the net asset
value per share of the corresponding Portfolio at the end of the Valuation
Period (plus the per share amount of any dividend or capital gain distributions
paid by that Portfolio in the Valuation Period then ended) divided by the net
asset value per share of the corresponding Portfolio at the beginning of the
Valuation Period, less the daily deduction for the mortality and expense risks
assumed by Hartford.
 
    All valuations in connection with a Certificate, e.g., with respect to
determining Cash Value and Investment Value, or calculating the Death Benefit,
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 Code, We will
refund the excess premium payments. We will refund such premium payments and
interest thereon within sixty (60) days after the end of a Coverage Year.
 
    A premium payment that results in an increase in the Death Benefit greater
than the amount of the premium will be accepted only after We approve evidence
of insurability.
                          VALUES UNDER THE CERTIFICATE
 
    As with traditional life insurance, each Certificate will have a Cash
Surrender Value. The Cash Surrender Value is equal to the Cash Value, less Debt,
less any charges accrued but not deducted. There is no minimum guaranteed Cash
Surrender Value. The Cash Value equals the value in the Investment Divisions
plus the Loan Account Value.
 
    Each Certificate will also have an Investment Value. The Investment Value of
a Certificate changes on a daily basis and will be computed on each Valuation
Day. The Investment Value will vary to reflect the investment experience of the
Investment Divisions, Monthly Deduction Amounts and any amounts transferred to
the Loan Account to secure a Loan.
 
    The Investment Value of a particular Certificate is related to the net asset
value of the Portfolios associated with the Investment Divisions to which Net
Premiums on the Certificate have been allocated. The total Investment Value in
the Investment Divisions on any Valuation Day is calculated by multiplying the
number of Accumulation Units in each Investment Division as of the Valuation Day
by the current Accumulation Unit value of that Investment Division and then
summing the result for all the Investment Divisions. The Investment Value equals
the sum of the values of the assets in the Investment Divisions. See "Premiums
- -- Accumulation Unit Values," page 15.
                          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.
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16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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    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 charge for processing partial withdrawals which is the
lesser of 2% of the amount withdrawn or $25.00. 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 Benefit 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 29.
 
                      TRANSFERS AMONG 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, without charge, up to twelve (12) times
per Coverage Year. Transfers in excess of twelve (12) per Coverage Year will be
subject to a charge of $50 per transfer deducted from the amount of the
transfer. 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 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. Hartford reserves the right in the future to impose additional
restrictions on transfers.
 
TRANSFERS TO OR FROM INVESTMENT DIVISIONS
 
    In the event of a transfer from an Investment Division, the number of
Accumulation Units credited to the Investment Division from which the transfer
is made will be reduced. The reduction will be determined by dividing:
 
1.  the amount transferred by,
 
2.  the Accumulation Unit value for that Investment Division on the Valuation
    Day We receive Your request for transfer In Writing.
 
    In the event of a transfer to an Investment Division, We will increase the
number of Accumulation Units credited thereto. The increase will equal:
 
1.  the amount transferred divided by,
 
2.  the Accumulation Unit value for that Investment Division determined on the
    Valuation Day We receive Your request for transfer In Writing.
 
ASSET REBALANCING
 
    Subject to Our rules then in effect, an Owner may authorize Hartford to
automatically reallocate Investment Value periodically in order to maintain a
particular percentage allocation among the Investment Divisions as selected by
the Owner ("Asset Rebalancing"). The Investment Value held in each Investment
Division will increase or decrease in value at different rates during the
relevant period. Asset Rebalancing is intended to reallocate Investment Value
from those Investment Divisions that have increased in value to those that have
decreased in value.
 
    To elect Asset Rebalancing, a request In Writing must be received by
Hartford. If Asset Rebalancing is elected, all Investment Value must be included
in the automatic reallocation. The percentages selected under Asset Rebalancing
will override any prior percentage allocations chosen by the Owner and all
future Net Premiums will be allocated accordingly. Once elected, an Owner may
instruct Hartford In Writing at any time to terminate the option. In addition,
any transfer made outside of Asset Rebalancing will terminate the option.
 
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
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
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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 generally pay Death Proceeds, Cash Surrender Values, partial
withdrawals, and Loan amounts attributable to the Investment Divisions within
seven (7) calendar 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.
 
PROCESSING OF TRANSACTIONS
 
   
    Generally, transactions initiated by an Owner will be processed only on a
Valuation Day. Requests received by Hartford on a Valuation Day before the close
of trading on the NYSE (generally 4:00 p.m. Eastern Time) will be processed as
of that day, except as otherwise indicated in this Prospectus. Those requests
received after the close of the NYSE will be processed as of the next Valuation
Day.
    
 
                                     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 on 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 the
greater of 5% and the Published Monthly Average for the calendar month two
months prior to the date on which the Adjustable Loan Interest Rate is
determined. The Published Monthly Average means the "Moody's Corporate Bond
Yield Average -- Monthly Average Corporate" as published by Moody's Investors
Service, Inc. or any successor to that service. If that monthly average is no
longer published, a substitute average will be used.
 
CREDITED INTEREST
 
    Amounts in the Loan Account for Coverage Years 1 through 10 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 11 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 thirty-one (31) calendar days after We have mailed
notice to Your last known address and that of any assignees of record. If
sufficient Loan repayment is not made by the end of this 31-day period, the
Certificate will end without value.
 
EFFECT OF LOANS ON INVESTMENT VALUE
 
    A Loan, whether or not repaid, will have a permanent effect on the
Investment Value because the investment results of each Investment Division will
apply only to the amount remaining in such Investment Divisions. The longer a
Loan is outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If the Investment Divisions earn more than the annual
interest rate for funds held in the Loan Account, an Owner's Investment Value
will not increase as rapidly as it would have had no
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18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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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.
 
MINIMUM DEATH BENEFIT TESTING PROCEDURES
 
   
    Section 7702 of the Code defines alternative testing procedures, the
guideline premium test ("GPT") and the cash value accumulation test ("CVAT") in
order to meet the definition of life insurance under the Code. See "Federal Tax
Considerations -- Income Taxation of Certificate Benefits," page 29. Each
Certificate must qualify under either the GPT or the CVAT. Prior to issue, the
Owner chooses the procedure under which a Certificate will qualify. Once either
the GPT or the CVAT is chosen to test a Certificate, it cannot be changed while
the Certificate is in force.
    
 
    Under both testing procedures, there is a minimum Death Benefit required at
all times equal to the Variable Insurance Amount. The factors used to determine
the Variable Insurance Amount depend on the testing procedure chosen and are set
forth in the Certificate.
 
    Under the GPT, there is also a maximum amount of premium which may be paid
with respect to each Certificate.
 
   
    Use of the CVAT can be advantageous if an Owner intends to maximize the
total amount of premiums paid under a Certificate. An offsetting consideration,
however, is that the factors used to determine the Variable Insurance Amount are
higher under the CVAT, which can result in a higher Death Benefit over time and
thus, a higher total cost of insurance.
    
 
DEATH BENEFIT OPTIONS
 
    Regardless of the minimum death benefit testing procedure chosen, there are
two Death Benefit options: Death Benefit Option A and Death Benefit Option B.
 
1.  Under 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
- --------------------------------------------------------------------------------
 
  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.
 
    Hartford will make any other arrangements for income payments as may be
agreed on.
 
LEGAL DEVELOPMENTS REGARDING INCOME PAYMENTS
 
    In those states affected by the 1983 Supreme Court decision in Arizona
Governing Committee v. Norris, income payment options involving life income are
based on unisex actuarial tables. In addition, legislation has previously been
introduced in Congress which, had it been enacted, would have required the use
of tables that do not vary on the basis of sex for some or all annuities.
Currently, several states have enacted such laws.
 
BENEFICIARY
 
    The Owner names the Beneficiary in the Enrollment Form for the Certificate.
The Owner may change the Beneficiary (unless irrevocably named) during the
Insured's lifetime by written request to Hartford. If no Beneficiary is living
when the Insured dies, the Death Proceeds will be paid to the Owner if living;
otherwise to the Owner's estate.
 
INCREASES AND DECREASES IN FACE AMOUNT
 
    The minimum Face Amount of the Certificate is $50,000. At any time after
purchasing a Certificate, the Owner may request a change in the Face Amount by
making a request In Writing to Hartford and directing such request to Hartford's
Customer Service Center.
 
    All requests to increase the Face Amount must be applied for on a new
Enrollment Form. All requests will be subject to evidence of insurability
satisfactory to 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 twelve (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 his or her last known address,
at least fifteen (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.
<PAGE>
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                         LAPSE AND REINSTATEMENT WHILE
                         THE GROUP POLICY IS IN EFFECT
 
LAPSE AND GRACE PERIOD
 
    A Grace Period will follow the date We mail notice to the Owner 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 thirty-one (31) calendar 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 (i) the Group Policy is
terminated (see "Termination of Participation in the Group Policy" above) or
(ii) the Certificate has been surrendered for cash, the Certificate may be
reinstated prior to the Maturity Date, provided:
 
(a) you make Your request within three (3) years of the date of lapse; and
 
(b) satisfactory evidence of insurability is submitted.
 
    To reinstate Your Certificate, you must remit a premium payment large enough
to keep the coverage under the Certificate in force for at least three (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 Hartford. 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 ten
(10) calendar days after delivery of the Certificate to the Owner, Hartford will
return either (i) the total amount of premiums or (ii) the Cash Value plus
charges deducted under the Certificate to the Owner within seven (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 Hartford 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 PREMIUM
 
    Before allocating the Net Premium to the Investment Divisions, a deduction
as a percentage of premium is made for the front-end sales load, premium taxes
and the DAC tax charge. The amount of each premium allocated to the Investment
Divisions is Your Net Premium.
 
FRONT-END SALES LOAD
 
    The current 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 in 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
- --------------------------------------------------------------------------------
 
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
 
    Hartford deducts 1.25% of each premium to cover a federal premium tax
assessed against Hartford. This charge is reasonable in relation to Hartford's
federal income tax burden, under Section 848 of the Code, resulting from the
receipt of premiums. We will adjust this charge based on changes in the
applicable tax law.
 
                             DEDUCTIONS AND CHARGES
                             FROM INVESTMENT VALUE
 
MONTHLY DEDUCTION AMOUNT
 
    On the Coverage Date and on each subsequent Processing Date, Hartford will
deduct 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. It 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
 
(c) the charges for additional benefits provided by rider, if any.
 
    (A) 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.
 
    (B) 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
<PAGE>
22                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    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.
 
    (C) Rider Charge
 
      If the Certificate includes riders, a charge is deducted from the
    Investment Value on each Processing Date. The applicable charge is specified
    on the rider and is to compensate Hartford for the anticipated cost of
    providing the benefits thereunder.
 
   
      The riders available under the Certificate are described on page 24 under
    "Supplemental Benefits."
    
 
                       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 1 through 10 at an
effective annual rate of .65% of the value of each Investment Division's assets
and for Coverage Years 11 and later at an effective annual rate of .50% of an
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 15.
 
    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 Portfolios should no longer be available for investment, or if, in
the judgment of Hartford's management, further investment in shares of any
Portfolio should become inappropriate in view of the purposes of the Group
Policies, Hartford may substitute shares of another Portfolio for shares already
purchased, or to be purchased in the future, under the Group Policies. No
substitution of securities will take place without notice to and consent of
Owners and without prior approval of the SEC to the extent required by the 1940
Act. Subject to Owner approval, if required, 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 Policy.
 
                                 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   23
- --------------------------------------------------------------------------------
 
Loan secured by the Certificate, amounts transferred from the Investment
Division(s) to the Loan Account(s) in connection with the Loan (see "Detailed
Description of Certificate Benefits and Provisions -- Loans," page 17) 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 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 Life and Annuity
Insurance Company or any part of it. We may allow the Separate Account and other
entities to use Our name or part of it, but We may also withdraw this right.
 
                              STATEMENTS TO OWNERS
 
    We will send You a statement at least once each Coverage Year, showing:
 
(a) the current Cash Value, Cash Surrender Value and Face Amount;
 
(b) the premiums paid, Monthly Deduction Amounts and Loans since the last
    report;
 
(c) the amount of any outstanding Debt;
 
(d) notifications required by the provisions of the Certificate; and
 
(e) any other information required by the Insurance Department of the State
    where the Certificate was delivered.
 
                           LIMIT ON RIGHT TO CONTEST
 
    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.
<PAGE>
24                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                               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 may in the future be included in a
Certificate, subject to the restrictions and limitations set forth therein.
 
                         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 29.
 
                        EXECUTIVE OFFICERS AND DIRECTORS
 
<TABLE>
<CAPTION>
                                         POSITION WITH HARTFORD;             OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                        YEAR OF ELECTION                       FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  ----------------------------------------------------------
<S>                               <C>                                    <C>
Bossen, Wendell J., 64            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.
Boyko, Gregory A., 46             Senior Vice President, Chief           Vice President & Controller (1995-1997), Hartford;
                                  Financial Officer &                      Director (1997-Present); Senior Vice President, Chief
                                  Treasurer, 1997                          Financial Officer & Treasurer (1997-Present); Vice
                                  Director, 1997*                          President & Controller (1995-1997), 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.
Cummins, Peter W., 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); Senior Vice President (1997-Present); Vice
                                                                           President (1989-1997), Hartford Life Insurance Company.
</TABLE>
<PAGE>
 
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   25
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                         POSITION WITH HARTFORD;             OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                        YEAR OF ELECTION                       FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  ----------------------------------------------------------
<S>                               <C>                                    <C>
deRaismes, Ann M., 47             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); Director of Human
                                                                           Resources (1991-Present), Hartford Life and Accident
                                                                           Insurance Company; Senior Vice President (1997-Present);
                                                                           Vice President (1994-1997); Assistant Vice President
                                                                           (1992-1994); Director of Human Resources (1991-Present),
                                                                           Hartford Life Insurance Company; Vice President, Human
                                                                           Resources (1997-Present), Hartford Life, Inc.
Dooley, James R., 61              Vice President, 1993                   Director, Information Services (1973-1997), Hartford Life
                                                                           Insurance Company.
Fitch, Timothy M., 45             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.
Foy, David T., 31                 Vice President, 1998                   Assistant Vice President (1995-1998), Hartford; Vice
                                                                           President (1998-Present); Assistant Vice President
                                                                           (1995-1998), Hartford Life Insurance Company.
Garrett, J. Richard, 53           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.
Gillette, Donald J., 52           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.
Godfrey, III, William A., 41      Senior Vice President, 1997            Senior Vice President (1997-Present), Hartford; Senior
                                                                           Vice President (1997-Present), Hartford Life and
                                                                           Accident Insurance Company; Vice President Information
                                                                           Technology (1997-Present), Hartford Life, Inc.
</TABLE>
<PAGE>
 
26                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                         POSITION WITH HARTFORD;             OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                        YEAR OF ELECTION                       FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  ----------------------------------------------------------
<S>                               <C>                                    <C>
Godkin, Lynda, 44                 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 Insurance 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.
Grady, Lois W., 53                Senior Vice President, 1998            Senior Vice President (1998-Present); Vice President
                                  Vice President, 1994                     (1993-1997); Assistant Vice President (1987-1993),
                                                                           Hartford Life and Accident Insurance Company; Senior
                                                                           Vice President (1998-Present); Vice President
                                                                           (1993-1997); Assistant Vice President (1987-1993),
                                                                           Hartford Life Insurance Company.
Graham, Christopher, 47           Vice President, 1997
Hunt, Mark E., 37                 Vice President, 1998                   Assistant Vice President (1997-1998), Hartford; Vice
                                                                           President (1998-Present), Hartford Life and Accident
                                                                           Insurance Company.
Joyce, Stephen T., 39             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.
Keeler, Michael D., 37            Vice President, 1998                   Vice President (1998-Present); Hartford Life and Accident
                                                                           Insurance Company.
Kerzner, Robert A., 46            Senior Vice President, 1998            Senior Vice President (1998-Present); Vice President
                                  Vice President, 1997                     (1994-1998), Hartford; Senior Vice President
                                                                           (1998-Present); Vice President (1994-1997); Regional
                                                                           Vice President (1991-1994), Hartford Life Insurance
                                                                           Company.
Levenson, David N., 31            Vice President, 1998                   Assistant Vice President (1997-1998), Hartford.
Malchodi, Jr., William B., 50     Vice President, 1994                   [Director of Taxes (1992-1998), Hartford;] Vice President
                                  Director of Taxes, 1992 [delete?]        (1994-Present); Director of Taxes (1992-[1998] Present),
                                                                           Hartford Life and Accident Insurance Company; Vice
                                                                           President (1994-Present); Director of Taxes
                                                                           (1991-Present), Hartford Life Insurance Company.
</TABLE>
<PAGE>
 
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   27
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                         POSITION WITH HARTFORD;             OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                        YEAR OF ELECTION                       FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  ----------------------------------------------------------
<S>                               <C>                                    <C>
Marra, Thomas M., 38              Executive Vice President, 1996         Senior Vice President (1993-1996); Director of Individual
                                  Director, Individual Life                Annuities (1991-1993), Hartford; Director
                                  and Annuity 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 and Accident Insurance Company; Director
                                                                           (1994-Present); Executive Vice President (1995-Present);
                                                                           Director, Individual Life and Annuity Division
                                                                           (1994-Present); Senior Vice President (1994-1995); Vice
                                                                           President (1989-1994); Actuary (1987-1995), Hartford
                                                                           Life Insurance Company; Executive Vice President,
                                                                           Individual Life and Annuities (1997-Present), Hartford
                                                                           Life, Inc.
Matthieson, Steven L., 53         Vice President, 1984                   Director of New Business (1984-1997), Hartford.
O'Halloran, C. Michael, 51        Vice President, 1997                   Vice President (1997-Present), Hartford Life and Accident
                                                                           Insurance Company; 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.
O'Sullivan, Daniel E., 43         Vice President, 1998                   Vice President (1998-Present), Hartford; Vice President
                                                                           (1988-Present), Hartford Life Insurance Company.
Raymond, Craig R., 37             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 (1995-Present);
                                                                           Vice President (1993-1997); Actuary (1990-1995),
                                                                           Hartford Life and Accident Insurance Company; 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.
Schrandt, David T., 50            Vice President, 1987                   Treasurer (1987-1997); Controller (1987-1997), Hartford.
Smith, Lowndes A., 58             President, 1989                        Chief Operating Officer (1989-1997), Hartford; Director
                                  Chief Executive Officer, 1997            (1981-Present); President (1989-Present); Chief
                                  Director, 1985*                          Executive Officer (1997-Present); Chief Operating
                                                                           Officer (1989-1997), Hartford Life and Accident
                                                                           Insurance Company; Director (1981-Present); President
                                                                           (1989-Present), Chief Executive Officer (1997-Present);
                                                                           Chief Operating Officer (1989-1997), Hartford Life
                                                                           Insurance Company; Chief Executive Officer and President
                                                                           and Director (1997-Present), Hartford Life, Inc.
</TABLE>
<PAGE>
 
28                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                         POSITION WITH HARTFORD;             OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                        YEAR OF ELECTION                       FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  ----------------------------------------------------------
<S>                               <C>                                    <C>
Welsh, Walter C., 51              Senior Vice President, 1997            Senior Vice President (1997-Present); Vice President
                                                                           (1994-1997); Assistant Vice President (1992-1995),
                                                                           Hartford Life and Accident Insurance Company; Senior
                                                                           Vice President (1997-Present); Vice President
                                                                           (1995-1997); Assistant Vice President (1992-1995),
                                                                           Hartford Life Insurance Company; Vice President,
                                                                           Government Affairs (1997-Present), Hartford Life, Inc.
Znamierowski, David M., 38        Senior Vice President, 1997            Director (1998-Present); Senior Vice President
                                  Director, 1998                           (1997-Present), Hartford Life and Accident Insurance
                                                                           Company; Director (1998-Present); 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
                                                                           Company.
- ---------
 * Denotes date of election to Board of Directors of Hartford.
** Affiliated Company of The Hartford Financial Services Group, Inc.
</TABLE>
 
    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 POLICY
 
    Hartford intends to sell the Group Policy in all jurisdictions where it is
licensed to do business. The Group Policy 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 Policy. 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, service fees and asset-based trail commissions 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.
 
   
    Broker-dealers or financial institutions are compensated according to a
schedule set forth by HESCO and any applicable rules or regulations for variable
insurance compensation. Compensation is generally based on premium payments made
by policyholders or contract owners. This compensation is usually paid from the
sales charges described in this Prospectus.
    
 
   
    In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HESCO, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HESCO, its affiliates or Hartford out of their own
assets and will not affect the amounts paid by the policyholders or contract
owners to purchase, hold or surrender variable insurance products.
    
 
                   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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   29
- --------------------------------------------------------------------------------
 
                           FEDERAL TAX CONSIDERATIONS
 
                                    GENERAL
 
    SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE OWNER INVOLVED AND THE TYPE OF PLAN UNDER WHICH THE
GROUP POLICY IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A GROUP POLICY DESCRIBED
HEREIN.
 
    It should be understood that any detailed description of the Federal income
tax consequences regarding the purchase of the Group Policy 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's understanding of current
Federal income tax laws as they are currently interpreted.
 
                            TAXATION OF HARTFORD 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 "Detailed Description of Certificate
Benefits and Provisions -- Values Under the Certificate," on page 15). 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
<PAGE>
30                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
treatment accorded to life insurance. That is, the death benefit is excluded
from income and increments in value are not subject to current taxation.
However, withdrawals and loans from a modified endowment policy are treated
first as income, then as a recovery of basis. Taxable withdrawals are subject to
a 10% additional tax, with certain exceptions. Generally, only distributions and
loans made in the first year in which a policy becomes a modified endowment
policy, and in subsequent years, are taxable. However, distributions and loans
made in the two years prior to a policy's failing the seven-pay test are deemed
to be in anticipation of failure and are subject to tax.
 
    If the Certificate satisfies the seven-pay test for seven years,
distributions and loans made thereafter will not be subject to the modified
endowment policy rules, unless the Certificate is changed materially. The
seven-pay test will be applied anew at any time the Certificate undergoes a
material change, which includes an increase in the Face Amount.
 
    All modified endowment policies that are issued within any calendar year to
the same policy owner by one company or its affiliates shall be treated as one
modified endowment policy for the purpose of determining the taxable portion of
any loan or distribution.
 
    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 meet the diversification
requirements, the company may comply within a reasonable period and avoid the
taxation of policy income on an ongoing basis. However, either the company or
Owner must agree to pay the tax due for the period during which the
diversification standards were not met. The amount required to be paid shall be
an amount based upon the tax that would have been owed by the policy owner if
they were treated as receiving the income on the policy for such period or
periods.
 
                         FEDERAL INCOME TAX WITHHOLDING
 
    If any amounts are deemed to be current taxable income to the Owner, such
amounts will be subject to Federal income tax withholding and reporting,
pursuant to Section 3405 of the Internal Revenue Code.
 
                            OTHER TAX CONSIDERATIONS
 
    Qualified tax advisers should be consulted concerning the estate and gift
tax consequences of Certificate ownership and distributions under federal, state
and local law.
 
                               LEGAL PROCEEDINGS
 
    There are no material legal proceedings pending to which the Separate
Account is a party.
 
                                    EXPERTS
 
   
    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 reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports. Reference is made to the report on the
statutory-basis financial statements of Hartford Life and Annuity Insurance
Company (formerly 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, and are not presented in accordance with generally accepted
accounting principles. The principal business address of Arthur Andersen LLP is
One Financial Plaza, Hartford, Connecticut 06103.
    
 
    The hypothetical illustrations included in this Prospectus and Registration
Statement have been approved by Pauline Gyllenhammer, ASA, MAAA, Senior
Actuarial
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   31
- --------------------------------------------------------------------------------
 
Associate, are included in reliance upon her opinion as to their reasonableness.
 
                             REGISTRATION STATEMENT
 
    A registration statement has been filed with the SEC 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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   31
- --------------------------------------------------------------------------------
 
   
                                   APPENDIX A
                   ILLUSTRATIONS OF DEATH BENEFIT, CASH VALUE
                            AND CASH SURRENDER VALUE
    
 
   
    The following tables illustrate how the Death Benefit, Cash Value and Cash
Surrender Value of a Group Policy may change with the investment experience of
the Separate Account. The tables show how the Death Benefit, Cash Value and Cash
Surrender Value of a Certificate issued to an Insured of a given age would vary
over time if the investment return on the assets held in each Portfolio were a
uniform, gross annual rate of 0%, 6% and 12%. The Death Benefit, Cash Value and
Cash Surrender Value 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 32 to 43 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 Benefit, Cash Value and Cash Surrender Value 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 Portfolios.
This is because these tables assume an investment management fee and other
estimated Portfolio expenses totaling 0.820%. The 0.820% figure is based on an
average of the current management fees and expenses of the available 25
Portfolios, taking into account any applicable expense caps or reimbursement
arrangements. Actual fees and expenses of the Portfolios associated with a
Certificate may be more or less than 0.820%, 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 front-end sales load, 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
Group 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>
32                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           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% (-0.82% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                    GUARANTEED CHARGES**
            ACCUMULATED   -----------------------------------   -----------------------------------
  END OF       AT 5%                      CASH                                  CASH
  POLICY      INTEREST       CASH       SURRENDER    DEATH         CASH       SURRENDER    DEATH
   YEAR       PER YEAR       VALUE        VALUE     BENEFIT        VALUE        VALUE     BENEFIT
  -------   ------------  -----------   ---------  ----------   -----------   ---------  ----------
  <S>       <C>           <C>           <C>        <C>          <C>           <C>        <C>
      1         14,807         12,242     12,242      250,000        11,000     11,000      250,000
      2         30,355         24,223     24,223      250,000        21,805     21,805      250,000
      3         46,680         35,952     35,952      250,000        32,418     32,418      250,000
      4         63,821         47,463     47,463      250,000        42,846     42,846      250,000
      5         81,819         58,776     58,776      250,000        53,088     53,088      250,000
      6        100,717         70,004     70,004      250,000        63,152     63,152      250,000
      7        120,560         81,059     81,059      250,000        73,031     73,031      250,000
      8        126,588         79,409     79,409      250,000        70,438     70,438      250,000
      9        132,917         77,737     77,737      250,000        67,726     67,726      250,000
     10        139,563         76,033     76,033      250,000        64,873     64,873      250,000
     11        146,541         74,390     74,390      250,000        61,866     61,866      250,000
     12        153,868         72,678     72,678      250,000        58,682     58,682      250,000
     13        161,561         70,874     70,874      250,000        55,309     55,309      250,000
     14        169,639         68,973     68,973      250,000        51,725     51,725      250,000
     15        178,121         66,967     66,967      250,000        47,906     47,906      250,000
     16        187,027         64,783     64,783      250,000        43,817     43,817      250,000
     17        196,378         62,477     62,477      250,000        39,414     39,414      250,000
     18        206,197         60,032     60,032      250,000        34,640     34,640      250,000
     19        216,507         57,434     57,434      250,000        29,429     29,429      250,000
     20        227,332         54,664     54,664      250,000        23,710     23,710      250,000
     25        290,140         37,293     37,293      250,000            --         --           --
     30        370,300         10,376     10,376      250,000            --         --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   33
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           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% (5.18% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                    GUARANTEED CHARGES**
            ACCUMULATED   -----------------------------------   -----------------------------------
  END OF       AT 5%                      CASH                                  CASH
  POLICY      INTEREST       CASH       SURRENDER    DEATH         CASH       SURRENDER    DEATH
   YEAR       PER YEAR       VALUE        VALUE     BENEFIT        VALUE        VALUE     BENEFIT
  -------   ------------  -----------   ---------  ----------   -----------   ---------  ----------
  <S>       <C>           <C>           <C>        <C>          <C>           <C>        <C>
      1         14,807         12,990     12,990      250,000        11,701     11,701      250,000
      2         30,355         26,482     26,482      250,000        23,897     23,897      250,000
      3         46,680         40,505     40,505      250,000        36,618     36,618      250,000
      4         63,821         55,118     55,118      250,000        49,895     49,895      250,000
      5         81,819         70,368     70,368      250,000        63,760     63,760      250,000
      6        100,717         86,393     86,393      250,000        78,249     78,249      250,000
      7        120,560        103,144    103,144      250,000        93,397     93,397      250,000
      8        126,588        107,366    107,366      250,000        96,210     96,210      250,000
      9        132,917        111,753    111,753      250,000        99,055     99,055      250,000
     10        139,563        116,307    116,307      250,000       101,924    101,924      250,000
     11        146,541        121,204    121,204      252,527       104,812    104,812      250,000
     12        153,868        126,269    126,269      256,053       107,714    107,714      250,000
     13        161,561        131,496    131,496      259,641       110,631    110,631      250,000
     14        169,639        136,892    136,892      263,292       113,561    113,561      250,000
     15        178,121        142,464    142,464      267,012       116,499    116,499      250,000
     16        187,027        148,173    148,173      270,740       119,434    119,434      250,000
     17        196,378        154,070    154,070      274,562       122,354    122,354      250,000
     18        206,197        160,160    160,160      278,502       125,242    125,242      250,000
     19        216,507        166,448    166,448      282,582       128,076    128,076      250,000
     20        227,332        172,939    172,939      286,816       130,838    130,838      250,000
     25        290,140        208,558    208,558      310,301       142,988    142,988      250,000
     30        370,300        249,843    249,843      338,301       149,364    149,364      250,000
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
34                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           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% (11.18% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS               CURRENT CHARGES*                     GUARANTEED CHARGES**
            ACCUMULATED   --------------------------------------  ------------------------------------
  END OF       AT 5%                       CASH                                   CASH
  POLICY      INTEREST        CASH       SURRENDER      DEATH        CASH       SURRENDER     DEATH
   YEAR       PER YEAR       VALUE         VALUE       BENEFIT       VALUE        VALUE      BENEFIT
  -------   ------------  ------------  -----------  -----------  -----------   ---------  -----------
  <S>       <C>           <C>           <C>          <C>          <C>           <C>        <C>
      1         14,807          13,739      13,739       250,000       12,402     12,402       250,000
      2         30,355          28,831      28,831       250,000       26,075     26,075       250,000
      3         46,680          45,428      45,428       250,000       41,164     41,164       250,000
      4         63,821          63,726      63,726       250,000       57,834     57,834       250,000
      5         81,819          83,930      83,930       250,000       76,266     76,266       250,000
      6        100,717         106,346     106,346       254,254       96,669     96,669       250,000
      7        120,560         131,029     131,029       304,242      119,126    119,126       276,760
      8        126,588         144,219     144,219       325,337      130,105    130,105       293,671
      9        132,917         158,718     158,718       348,002      142,048    142,048       311,641
     10        139,563         174,649     174,649       372,360      155,028    155,028       330,737
     11        146,541         192,420     192,420       399,056      169,130    169,130       351,026
     12        153,868         211,937     211,937       427,791      184,442    184,442       372,584
     13        161,561         233,346     233,346       458,620      201,069    201,069       395,490
     14        169,639         256,831     256,831       491,698      219,118    219,118       419,827
     15        178,121         282,590     282,590       527,201      238,707    238,707       445,683
     16        187,027         310,746     310,746       565,175      259,951    259,951       473,153
     17        196,378         341,619     341,619       605,979      282,971    282,971       502,339
     18        206,197         375,461     375,461       649,878      307,889    307,889       533,345
     19        216,507         412,551     412,551       697,165      334,828    334,828       566,287
     20        227,332         453,189     453,189       748,137      363,924    363,924       601,285
     25        290,140         722,002     722,002     1,069,272      547,697    547,697       811,896
     30        370,300       1,142,549   1,142,549     1,539,940      813,034    813,034     1,097,032
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   35
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (-0.82% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                 GUARANTEED CHARGES**
             ACCUMULATED    --------------------------------   --------------------------------
  END OF        AT 5%                    CASH                               CASH
  POLICY      INTEREST        CASH     SURRENDER    DEATH        CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE      VALUE     BENEFIT       VALUE      VALUE     BENEFIT
  -------   -------------   ---------  ---------  ----------   ---------  ---------  ----------
  <S>       <C>             <C>        <C>        <C>          <C>        <C>        <C>
      1           14,807       12,231    12,231      262,264      10,947    10,947      261,056
      2           30,355       24,182    24,182      274,238      21,643    21,643      271,772
      3           46,680       35,848    35,848      285,928      32,083    32,083      282,233
      4           63,821       47,263    47,263      297,364      42,267    42,267      292,438
      5           81,819       58,442    58,442      308,562      52,184    52,184      302,378
      6          100,717       69,533    69,533      319,660      61,833    61,833      312,049
      7          120,560       80,416    80,416      330,561      71,194    71,194      321,434
      8          126,588       78,583    78,583      328,730      68,061    68,061      318,310
      9          132,917       76,716    76,716      326,866      64,786    64,786      315,047
     10          139,563       74,801    74,801      324,955      61,348    61,348      311,623
     11          146,541       72,923    72,923      323,074      57,733    57,733      308,022
     12          153,868       70,948    70,948      321,107      53,924    53,924      304,229
     13          161,561       68,849    68,849      319,018      49,913    49,913      300,235
     14          169,639       66,621    66,621      316,800      45,685    45,685      296,025
     15          178,121       64,258    64,258      314,448      41,224    41,224      291,583
     16          187,027       61,664    61,664      311,874      36,499    36,499      286,880
     17          196,378       58,922    58,922      309,144      31,477    31,477      281,883
     18          206,197       56,016    56,016      306,252      26,113    26,113      276,547
     19          216,507       52,934    52,934      303,184      20,357    20,357      270,823
     20          227,332       49,658    49,658      299,925      14,159    14,159      264,662
     25          290,140       29,569    29,569      279,945          --        --           --
     30          370,300          626       626      251,175          --        --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
36                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (5.18% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                    GUARANTEED CHARGES**
            ACCUMULATED   -----------------------------------   -----------------------------------
  END OF       AT 5%                      CASH                                  CASH
  POLICY      INTEREST       CASH       SURRENDER    DEATH         CASH       SURRENDER    DEATH
   YEAR       PER YEAR       VALUE        VALUE     BENEFIT        VALUE        VALUE     BENEFIT
  -------   ------------  -----------   ---------  ----------   -----------   ---------  ----------
  <S>       <C>           <C>           <C>        <C>          <C>           <C>        <C>
      1         14,807         12,979     12,979      262,949        11,645     11,645      261,697
      2         30,355         26,436     26,436      276,366        23,719     23,719      273,734
      3         46,680         40,387     40,387      290,275        36,234     36,234      286,212
      4         63,821         54,882     54,882      304,723        49,204     49,204      299,144
      5         81,819         69,956     69,956      319,748        62,638     62,638      312,538
      6        100,717         85,788     85,788      335,516        76,548     76,548      326,407
      7        120,560        102,284    102,284      351,956        90,933     90,933      340,752
      8        126,588        106,208    106,208      355,869        92,864     92,864      342,690
      9        132,917        110,245    110,245      359,897        94,690     94,690      344,524
     10        139,563        114,387    114,387      364,030        96,379     96,379      346,225
     11        146,541        118,789    118,789      368,409        97,910     97,910      347,770
     12        153,868        123,270    123,270      372,884        99,255     99,255      349,131
     13        161,561        127,806    127,806      377,415       100,396    100,396      350,289
     14        169,639        132,390    132,390      381,995       101,304    101,304      351,216
     15        178,121        137,020    137,020      386,621       101,948    101,948      351,883
     16        187,027        141,595    141,595      391,201       102,282    102,282      352,244
     17        196,378        146,195    146,195      395,799       102,254    102,254      352,246
     18        206,197        150,803    150,803      400,406       101,796    101,796      351,825
     19        216,507        155,406    155,406      405,009       100,832    100,832      350,904
     20        227,332        159,981    159,981      409,586        99,284     99,284      349,406
     25        290,140        181,433    181,433      431,089        80,071     80,071      330,541
     30        370,300        196,724    196,724      446,526        30,810     30,810      281,938
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   37
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (11.18% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS                CURRENT CHARGES*                        GUARANTEED CHARGES**
            ACCUMULATED   -----------------------------------------   -------------------------------------
  END OF       AT 5%                         CASH                                     CASH
  POLICY      INTEREST        CASH         SURRENDER      DEATH          CASH       SURRENDER     DEATH
   YEAR       PER YEAR        VALUE          VALUE       BENEFIT         VALUE        VALUE      BENEFIT
  -------   ------------  -------------   -----------  ------------   -----------   ---------  ------------
  <S>       <C>           <C>             <C>          <C>            <C>           <C>        <C>
      1         14,807           13,727       13,727        263,631        12,343     12,343        262,336
      2         30,355           28,781       28,781        278,570        25,879     25,879        275,768
      3         46,680           45,294       45,294        294,955        40,726     40,726        290,500
      4         63,821           63,448       63,448        312,966        57,015     57,015        306,664
      5         81,819           83,426       83,426        332,786        74,884     74,884        324,395
      6        100,717          105,576      105,576        354,746        94,490     94,490        343,850
      7        120,560          129,993      129,993        378,966       115,992    115,992        365,186
      8        126,588          142,892      142,892        391,762       125,899    125,899        375,025
      9        132,917          157,076      157,076        405,834       136,645    136,645        385,698
     10        139,563          172,663      172,663        421,299       148,289    148,289        397,264
     11        146,541          190,058      190,058        438,536       160,911    160,911        409,801
     12        153,868          209,173      209,173        457,501       174,591    174,591        423,388
     13        161,561          230,160      230,160        478,324       189,429    189,429        438,126
     14        169,639          253,211      253,211        501,195       205,528    205,528        454,115
     15        178,121          278,537      278,537        526,323       222,998    222,998        471,465
     16        187,027          306,273      306,273        557,039       241,948    241,948        490,285
     17        196,378          336,701      336,701        597,255       262,491    262,491        510,690
     18        206,197          370,055      370,055        640,521       284,746    284,746        532,795
     19        216,507          406,610      406,610        687,125       308,830    308,830        556,720
     20        227,332          446,662      446,662        737,361       334,878    334,878        582,597
     25        290,140          711,598      711,598      1,053,863       500,718    500,718        747,343
     30        370,300        1,126,078    1,126,078      1,517,740       743,048    743,048      1,002,599
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
38                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           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% (-0.82% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS            CURRENT CHARGES*                 GUARANTEED CHARGES**
            ACCUMULATED    -------------------------------   --------------------------------
  END OF       AT 5%                    CASH                              CASH
  POLICY      INTEREST       CASH     SURRENDER   DEATH        CASH     SURRENDER    DEATH
   YEAR       PER YEAR       VALUE     VALUE     BENEFIT       VALUE      VALUE     BENEFIT
  -------   ------------   ---------  --------  ----------   ---------  ---------  ----------
  <S>       <C>            <C>        <C>       <C>          <C>        <C>        <C>
      1           6,300        5,050    5,050      250,000       3,962     3,962      250,000
      2          12,915        9,934    9,934      250,000       7,796     7,796      250,000
      3          19,861       14,649   14,649      250,000      11,497    11,497      250,000
      4          27,154       19,229   19,229      250,000      15,066    15,066      250,000
      5          34,812       23,687   23,687      250,000      18,494    18,494      250,000
      6          42,853       28,159   28,159      250,000      21,781    21,781      250,000
      7          51,296       32,534   32,534      250,000      24,909    24,909      250,000
      8          60,161       36,930   36,930      250,000      27,987    27,987      250,000
      9          69,469       41,222   41,222      250,000      30,881    30,881      250,000
     10          79,242       45,400   45,400      250,000      33,575    33,575      250,000
     11          89,504       49,524   49,524      250,000      36,061    36,061      250,000
     12         100,279       53,511   53,511      250,000      38,328    38,328      250,000
     13         111,593       57,347   57,347      250,000      40,372    40,372      250,000
     14         123,473       61,030   61,030      250,000      42,183    42,183      250,000
     15         135,947       64,562   64,562      250,000      43,749    43,749      250,000
     16         149,044       67,879   67,879      250,000      45,047    45,047      250,000
     17         162,796       71,044   71,044      250,000      46,048    46,048      250,000
     18         177,236       74,051   74,051      250,000      46,715    46,715      250,000
     19         192,398       76,895   76,895      250,000      47,004    47,004      250,000
     20         208,318       79,570   79,570      250,000      46,869    46,869      250,000
     25         300,684       89,984   89,984      250,000      38,221    38,221      250,000
     30         418,569       93,946   93,946      250,000       7,529     7,529      250,000
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   39
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           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% (5.18% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS               CURRENT CHARGES*                   GUARANTEED CHARGES**
             ACCUMULATED    -----------------------------------   ---------------------------------
  END OF        AT 5%                     CASH                                  CASH
  POLICY      INTEREST         CASH     SURRENDER     DEATH          CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT        VALUE       VALUE     BENEFIT
  -------   -------------   ----------  ---------  ------------   ----------  ---------  ----------
  <S>       <C>             <C>         <C>        <C>            <C>         <C>        <C>
      1            6,300         5,364     5,364        250,000        4,237     4,237      250,000
      2           12,915        10,873    10,873        250,000        8,594     8,594      250,000
      3           19,861        16,532    16,532        250,000       13,071    13,071      250,000
      4           27,154        22,380    22,380        250,000       17,675    17,675      250,000
      5           34,812        28,439    28,439        250,000       22,404    22,404      250,000
      6           42,853        34,854    34,854        250,000       27,261    27,261      250,000
      7           51,296        41,530    41,530        250,000       32,239    32,239      250,000
      8           60,161        48,607    48,607        250,000       37,461    37,461      250,000
      9           69,469        55,970    55,970        250,000       42,801    42,801      250,000
     10           79,242        63,627    63,627        250,000       48,252    48,252      250,000
     11           89,504        71,685    71,685        250,000       53,819    53,819      250,000
     12          100,279        80,060    80,060        250,000       59,503    59,503      250,000
     13          111,593        88,758    88,758        250,000       65,312    65,312      250,000
     14          123,473        97,802    97,802        250,000       71,255    71,255      250,000
     15          135,947       107,217   107,217        250,000       77,339    77,339      250,000
     16          149,044       116,981   116,981        250,000       83,563    83,563      250,000
     17          162,796       127,175   127,175        250,000       89,928    89,928      250,000
     18          177,236       137,829   137,829        250,000       96,431    96,431      250,000
     19          192,398       148,970   148,970        252,910      103,070   103,070      250,000
     20          208,318       160,511   160,511        266,204      109,848   109,848      250,000
     25          300,684       224,484   224,484        333,997      146,534   146,534      250,000
     30          418,569       299,755   299,755        405,886      190,827   190,827      258,677
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
40                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           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% (11.18% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                 GUARANTEED CHARGES**
             ACCUMULATED    --------------------------------   ---------------------------------
  END OF        AT 5%                    CASH                                CASH
  POLICY      INTEREST        CASH     SURRENDER    DEATH         CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE      VALUE     BENEFIT       VALUE       VALUE     BENEFIT
  -------   -------------   ---------  ---------  ----------   ----------  ---------  ----------
  <S>       <C>             <C>        <C>        <C>          <C>         <C>        <C>
      1            6,300        5,677     5,677      250,000        4,513     4,513      250,000
      2           12,915       11,850    11,850      250,000        9,426     9,426      250,000
      3           19,861       18,570    18,570      250,000       14,780    14,780      250,000
      4           27,154       25,927    25,927      250,000       20,624    20,624      250,000
      5           34,812       34,006    34,006      250,000       27,004    27,004      250,000
      6           42,853       43,019    43,019      250,000       33,981    33,981      250,000
      7           51,296       52,955    52,955      250,000       41,608    41,608      250,000
      8           60,161       64,048    64,048      250,000       50,086    50,086      250,000
      9           69,469       76,284    76,284      250,000       59,373    59,373      250,000
     10           79,242       89,784    89,784      250,000       69,555    69,555      250,000
     11           89,504      104,832   104,832      250,000       80,743    80,743      250,000
     12          100,279      121,467   121,467      250,000       93,062    93,062      250,000
     13          111,593      139,789   139,789      274,743      106,664   106,664      250,000
     14          123,473      159,910   159,910      306,145      121,722   121,722      250,000
     15          135,947      182,000   182,000      339,539      138,396   138,396      258,396
     16          149,044      206,182   206,182      374,996      156,527   156,527      284,905
     17          162,796      232,715   232,715      412,799      176,203   176,203      312,801
     18          177,236      261,816   261,816      453,172      197,533   197,533      342,180
     19          192,398      293,726   293,726      496,364      220,630   220,630      373,147
     20          208,318      328,706   328,706      542,637      245,614   245,614      405,811
     25          300,684      560,383   560,383      829,916      404,038   404,038      598,938
     30          418,569      923,352   923,352    1,244,505      633,898   633,898      855,322
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   41
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (-0.82% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                 GUARANTEED CHARGES**
             ACCUMULATED    --------------------------------   --------------------------------
  END OF        AT 5%                    CASH                               CASH
  POLICY      INTEREST        CASH     SURRENDER    DEATH        CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE      VALUE     BENEFIT       VALUE      VALUE     BENEFIT
  -------   -------------   ---------  ---------  ----------   ---------  ---------  ----------
  <S>       <C>             <C>        <C>        <C>          <C>        <C>        <C>
      1            6,300        5,046     5,046      255,070       3,942     3,942      254,041
      2           12,915        9,916     9,916      259,955       7,734     7,734      257,846
      3           19,861       14,606    14,606      264,660      11,372    11,372      261,497
      4           27,154       19,147    19,147      269,213      14,852    14,852      264,990
      5           34,812       23,551    23,551      273,628      18,165    18,165      268,316
      6           42,853       27,967    27,967      278,044      21,305    21,305      271,471
      7           51,296       32,273    32,273      282,358      24,252    24,252      274,434
      8           60,161       36,583    36,583      286,678      27,110    27,110      277,309
      9           69,469       40,769    40,769      290,875      29,740    29,740      279,958
     10           79,242       44,819    44,819      294,936      32,120    32,120      282,358
     11           89,504       48,783    48,783      298,907      34,237    34,237      284,498
     12          100,279       52,572    52,572      302,711      36,077    36,077      286,361
     13          111,593       56,162    56,162      306,317      37,633    37,633      287,940
     14          123,473       59,547    59,547      309,719      38,891    38,891      289,223
     15          135,947       62,725    62,725      312,914      39,835    39,835      290,193
     16          149,044       65,599    65,599      315,813      40,437    40,437      290,823
     17          162,796       68,253    68,253      318,485      40,664    40,664      291,081
     18          177,236       70,672    70,672      320,924      40,473    40,473      290,925
     19          192,398       72,845    72,845      323,118      39,814    39,814      290,305
     20          208,318       74,756    74,756      325,050      38,640    38,640      289,173
     25          300,684       79,599    79,599      330,030      23,720    23,720      274,513
     30          418,569       74,006    74,006      324,636          --        --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
42                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (5.18% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                     CASH                                CASH
  POLICY      INTEREST         CASH     SURRENDER    DEATH         CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE       VALUE     BENEFIT       VALUE       VALUE     BENEFIT
  -------   -------------   ----------  ---------  ----------   ----------  ---------  ----------
  <S>       <C>             <C>         <C>        <C>          <C>         <C>        <C>
      1            6,300         5,359     5,359      255,357        4,215     4,215      254,295
      2           12,915        10,854    10,854      260,841        8,526     8,526      258,597
      3           19,861        16,484    16,484      266,459       12,927    12,927      262,991
      4           27,154        22,283    22,283      272,244       17,419    17,419      267,475
      5           34,812        28,271    28,271      278,216       21,993    21,993      272,042
      6           42,853        34,607    34,607      284,522       26,644    26,644      276,686
      7           51,296        41,180    41,180      291,076       31,353    31,353      281,391
      8           60,161        48,123    48,123      297,997       36,230    36,230      286,263
      9           69,469        55,315    55,315      305,168       41,134    41,134      291,165
     10           79,242        62,754    62,754      312,585       46,039    46,039      296,070
     11           89,504        70,528    70,528      320,331       50,932    50,932      300,963
     12          100,279        78,540    78,540      328,323       55,789    55,789      305,824
     13          111,593        86,769    86,769      336,533       60,600    60,600      310,638
     14          123,473        95,219    95,219      344,965       65,343    65,343      315,388
     15          135,947       103,895   103,895      353,621       69,995    69,995      320,047
     16          149,044       112,704   112,704      362,419       74,518    74,518      324,581
     17          162,796       121,735   121,735      371,432       78,866    78,866      328,944
     18          177,236       130,981   130,981      380,659       82,983    82,983      333,081
     19          192,398       140,437   140,437      390,097       86,799    86,799      336,922
     20          208,318       150,092   150,092      399,735       90,246    90,246      340,401
     25          300,684       200,723   200,723      450,306       99,598    99,598      349,996
     30          418,569       252,661   252,661      502,251       85,961    85,961      336,887
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   43
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (11.18% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS               CURRENT CHARGES*                 GUARANTEED CHARGES**
             ACCUMULATED    ----------------------------------  --------------------------------
  END OF        AT 5%                     CASH                               CASH
  POLICY      INTEREST         CASH     SURRENDER     DEATH       CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE      VALUE     BENEFIT
  -------   -------------   ----------  ---------  -----------  ---------  ---------  ----------
  <S>       <C>             <C>         <C>        <C>          <C>        <C>        <C>
      1            6,300         5,672     5,672       255,643      4,490     4,490      254,547
      2           12,915        11,829    11,829       261,758      9,351     9,351      259,376
      3           19,861        18,514    18,514       268,397     14,616    14,616      264,606
      4           27,154        25,812    25,812       275,642     20,320    20,320      270,271
      5           34,812        33,799    33,799       283,569     26,496    26,496      276,407
      6           42,853        42,703    42,703       292,393     33,186    33,186      283,052
      7           51,296        52,489    52,489       302,102     40,421    40,421      290,239
      8           60,161        63,378    63,378       312,905     48,370    48,370      298,136
      9           69,469        75,341    75,341       324,774     56,952    56,952      306,663
     10           79,242        88,476    88,476       337,807     66,206    66,206      315,859
     11           89,504       103,031   103,031       352,238     76,188    76,188      325,777
     12          100,279       119,005   119,005       368,088     86,951    86,951      336,472
     13          111,593       136,516   136,516       385,464     98,566    98,566      348,013
     14          123,473       155,721   155,721       404,522    111,105   111,105      360,471
     15          135,947       176,793   176,793       425,431    124,642   124,642      373,921
     16          149,044       199,827   199,827       448,294    139,246   139,246      388,432
     17          162,796       225,114   225,114       473,385    154,990   154,990      404,077
     18          177,236       252,878   252,878       500,932    171,940   171,940      420,922
     19          192,398       283,365   283,365       531,182    190,165   190,165      439,036
     20          208,318       316,844   316,844       564,400    209,741   209,741      458,494
     25          300,684       540,277   540,277       800,140    331,491   331,491      579,515
     30          418,569       891,524   891,524     1,201,606    502,933   502,933      750,014
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To ITT Hartford Life and Annuity Insurance Company
ICMG Registered Variable Life Separate Account One
and to the Owners of Units of Interest Therein:
 
We have audited the accompanying statements of assets and liabilities of ITT
Hartford Life and Annuity Insurance Company ICMG Registered Variable Life
Separate Account One (the Account) as of December 31, 1997, the related
statement of operations for the year then ended and the statements of changes in
net assets for the year ended December 31, 1997 and the period from inception,
November 14, 1996, to December 31, 1996. These financial statements are the
responsibility of the Account's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
We conducted our audit 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.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ITT Hartford Life and Annuity
Insurance Company ICMG Registered Variable Life Separate Account One as of
December 31, 1997, the results of operations for the year then ended and the
changes in its net assets for the year then ended and the period from inception,
November 14, 1996, to December 31, 1996 in conformity with generally accepted
accounting principles.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
February 16, 1998
<PAGE>
                      This page intentionally left blank.
<PAGE>
 
- --------------------------------------------------------------------------------
 
ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                   HARTFORD                     NEUBERGER&BERMAN
                                                                    CAPITAL       HVA MONEY         ADVISERS
                                                HARTFORD BOND    APPRECIATION    MARKET FUND,   MANAGEMENT TRUST
                                                 FUND, INC.       FUND, INC.         INC.           PARTNERS
                                                  PORTFOLIO        PORTFOLIO      PORTFOLIO         PORTFOLIO
                                               ---------------   -------------   ------------   -----------------
<S>                                            <C>               <C>             <C>            <C>
ASSETS:
Investments:
  Hartford Bond Fund, Inc.
    Shares                            248,953
    Cost                            $ 259,807
    Market Value.............................    $  261,339           --             --              --
  Hartford Capital Appreciation Fund, Inc.
    Shares                             32,526
    Cost                            $ 132,939
    Market Value.............................       --             $  143,432        --              --
  HVA Money Market Fund, Inc. Portfolio
    Shares                          1,190,652
    Cost                           $1,190,652
    Market Value.............................       --                --          $1,190,652         --
  Neuberger & Berman Advisers Management
   Trust Partners Portfolio
    Shares                             11,492
    Cost                            $ 226,493
    Market Value.............................       --                --             --            $  236,745
  Neuberger & Berman Advisers Management
   Trust Balanced Portfolio
    Shares                              1,792
    Cost                            $  30,252
    Market Value.............................       --                --             --              --
  Neuberger & Berman Advisers Management
   Trust Limited Maturity Bond Portfolio
    Shares                             17,242
    Cost                            $ 241,506
    Market Value.............................       --                --             --              --
  Fidelity VIPF Equity--Income Portfolio
    Shares                             20,059
    Cost                            $ 454,342
    Market Value.............................       --                --             --              --
  Fidelity VIPF High Income Portfolio
    Shares                              7,630
    Cost                            $  95,168
    Market Value.............................       --                --             --              --
  Fidelity VIPF Overseas Portfolio
    Shares                             16,475
    Cost                            $ 312,436
    Market Value.............................       --                --             --              --
  Fidelity VIPF II Asset Manager Portfolio
    Shares                              5,092
    Cost                            $  84,566
    Market Value.............................       --                --             --              --
  Alger American Small Capitalization
   Portfolio
    Shares                              2,101
    Cost                            $  85,706
    Market Value.............................       --                --             --              --
  Alger American Growth Portfolio
    Shares                             12,864
    Cost                            $ 515,455
  Market Value...............................       --                --             --              --
  Morgan Stanley Universal Funds, Inc. Fixed
   Income Portfolio
    Shares                              1,459
    Cost                            $  15,847
    Market Value.............................       --                --             --              --
  Receivable From ITT Hartford Life And
   Annuity Insurance Company.................       --                --                  28            2,551
                                               ---------------   -------------   ------------        --------
  Total Assets...............................       261,339           143,432      1,190,680          239,296
                                               ---------------   -------------   ------------        --------
LIABILITIES:
  Payable to ITT Hartford Life and Annuity
   Insurance Company.........................            21                 3        --              --
                                               ---------------   -------------   ------------        --------
    Total Liabilities........................            21                 3        --              --
                                               ---------------   -------------   ------------        --------
    Net Assets...............................    $  261,318        $  143,429     $1,190,680       $  239,296
                                               ---------------   -------------   ------------        --------
                                               ---------------   -------------   ------------        --------
VARIABLE LIFE INSURANCE POLICIES:
  Units Owned by Participants................        22,649            10,684        112,109           16,776
  Unit Price.................................    $  11.0499        $  12.2754     $  10.5268       $  13.4621
  Units Owned by ITT Hartford Life and
   Annuity Insurance Company.................         1,000             1,000          1,000            1,000
  Unit Price                                     $  11.0499        $  12.2754     $  10.5268       $  13.4621
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               NEUBERGER&BERMAN    NEUBERGER&BERMAN
                                                   ADVISERS            ADVISERS                         FIDELITY
                                               MANAGEMENT TRUST    MANAGEMENT TRUST    FIDELITY VIPF    VIPF HIGH     FIDELITY VIPF
                                                   BALANCED        LIMITED MATURITY    EQUITY-INCOME     INCOME         OVERSEAS
                                                   PORTFOLIO        BOND PORTFOLIO       PORTFOLIO      PORTFOLIO       PORTFOLIO
                                               -----------------   -----------------   -------------   -----------   ---------------
<S>                                            <C>                 <C>                 <C>             <C>           <C>
ASSETS:
Investments:
  Hartford Bond Fund, Inc.
    Shares                            248,953
    Cost                            $ 259,807
    Market Value.............................       --                  --                 --              --             --
  Hartford Capital Appreciation Fund, Inc.
    Shares                             32,526
    Cost                            $ 132,939
    Market Value.............................       --                  --                 --              --             --
  HVA Money Market Fund, Inc. Portfolio
    Shares                          1,190,652
    Cost                           $1,190,652
    Market Value.............................       --                  --                 --              --             --
  Neuberger & Berman Advisers Management
   Trust Partners Portfolio
    Shares                             11,492
    Cost                            $ 226,493
    Market Value.............................       --                  --                 --              --             --
  Neuberger & Berman Advisers Management
   Trust Balanced Portfolio
    Shares                              1,792
    Cost                            $  30,252
    Market Value.............................     $   31,867            --                 --              --             --
  Neuberger & Berman Advisers Management
   Trust Limited Maturity Bond Portfolio
    Shares                             17,242
    Cost                            $ 241,506
    Market Value.............................       --                $  243,461           --              --             --
  Fidelity VIPF Equity--Income Portfolio
    Shares                             20,059
    Cost                            $ 454,342
    Market Value.............................       --                  --              $  487,025         --             --
  Fidelity VIPF High Income Portfolio
    Shares                              7,630
    Cost                            $  95,168
    Market Value.............................       --                  --                 --          $  103,614         --
  Fidelity VIPF Overseas Portfolio
    Shares                             16,475
    Cost                            $ 312,436
    Market Value.............................       --                  --                 --              --          $  316,322
  Fidelity VIPF II Asset Manager Portfolio
    Shares                              5,092
    Cost                            $  84,566
    Market Value.............................       --                  --                 --              --             --
  Alger American Small Capitalization
   Portfolio
    Shares                              2,101
    Cost                            $  85,706
    Market Value.............................       --                  --                 --              --             --
  Alger American Growth Portfolio
    Shares                             12,864
    Cost                            $ 515,455
  Market Value...............................       --                  --                 --              --             --
  Morgan Stanley Universal Funds, Inc. Fixed
   Income Portfolio
    Shares                              1,459
    Cost                            $  15,847
    Market Value.............................       --                  --                 --              --             --
  Receivable From ITT Hartford Life And
   Annuity Insurance Company.................             30               2,804             7,987         --             --
                                                    --------            --------       -------------   -----------   ---------------
  Total Assets...............................         31,897             246,265           495,012        103,614         316,322
                                                    --------            --------       -------------   -----------   ---------------
LIABILITIES:
  Payable to ITT Hartford Life and Annuity
   Insurance Company.........................       --                  --                 --              --                 112
                                                    --------            --------       -------------   -----------   ---------------
    Total Liabilities........................       --                  --                 --              --                 112
                                                    --------            --------       -------------   -----------   ---------------
    Net Assets...............................     $   31,897          $  246,265        $  495,012     $  103,614      $  316,210
                                                    --------            --------       -------------   -----------   ---------------
                                                    --------            --------       -------------   -----------   ---------------
VARIABLE LIFE INSURANCE POLICIES:
  Units Owned by Participants................          1,666              22,158            37,665          7,722          26,887
  Unit Price.................................     $  11.9633          $  10.6340        $  12.8026     $  11.8799      $  11.3388
  Units Owned by ITT Hartford Life and
   Annuity Insurance Company.................          1,000               1,000             1,000          1,000           1,000
  Unit Price                                      $  11.9633          $  10.6340        $  12.8026     $  11.8799      $  11.3388
 
<CAPTION>
                                                                                                    MORGAN STANLEY
                                                                  ALGER AMERICAN                      UNIVERSAL
                                               FIDELITY VIPF II       SMALL        ALGER AMERICAN    FUNDS, INC.
                                                ASSET MANAGER     CAPITALIZATION       GROWTH        FIXED INCOME
                                                  PORTFOLIO         PORTFOLIO        PORTFOLIO        PORTFOLIO
                                               ----------------   --------------   --------------   --------------
<S>                                            <C>                <C>              <C>              <C>
ASSETS:
Investments:
  Hartford Bond Fund, Inc.
    Shares                            248,953
    Cost                            $ 259,807
    Market Value.............................       --                 --               --               --
  Hartford Capital Appreciation Fund, Inc.
    Shares                             32,526
    Cost                            $ 132,939
    Market Value.............................       --                 --               --               --
  HVA Money Market Fund, Inc. Portfolio
    Shares                          1,190,652
    Cost                           $1,190,652
    Market Value.............................       --                 --               --               --
  Neuberger & Berman Advisers Management
   Trust Partners Portfolio
    Shares                             11,492
    Cost                            $ 226,493
    Market Value.............................       --                 --               --               --
  Neuberger & Berman Advisers Management
   Trust Balanced Portfolio
    Shares                              1,792
    Cost                            $  30,252
    Market Value.............................       --                 --               --               --
  Neuberger & Berman Advisers Management
   Trust Limited Maturity Bond Portfolio
    Shares                             17,242
    Cost                            $ 241,506
    Market Value.............................       --                 --               --               --
  Fidelity VIPF Equity--Income Portfolio
    Shares                             20,059
    Cost                            $ 454,342
    Market Value.............................       --                 --               --               --
  Fidelity VIPF High Income Portfolio
    Shares                              7,630
    Cost                            $  95,168
    Market Value.............................       --                 --               --               --
  Fidelity VIPF Overseas Portfolio
    Shares                             16,475
    Cost                            $ 312,436
    Market Value.............................       --                 --               --               --
  Fidelity VIPF II Asset Manager Portfolio
    Shares                              5,092
    Cost                            $  84,566
    Market Value.............................     $   91,698           --               --               --
  Alger American Small Capitalization
   Portfolio
    Shares                              2,101
    Cost                            $  85,706
    Market Value.............................       --              $   91,928          --               --
  Alger American Growth Portfolio
    Shares                             12,864
    Cost                            $ 515,455
  Market Value...............................       --                 --            $  550,074          --
  Morgan Stanley Universal Funds, Inc. Fixed
   Income Portfolio
    Shares                              1,459
    Cost                            $  15,847
    Market Value.............................       --                 --               --            $   15,184
  Receivable From ITT Hartford Life And
   Annuity Insurance Company.................          1,797           --               --               --
                                                    --------      --------------   --------------   --------------
  Total Assets...............................         93,495            91,928          550,074           15,184
                                                    --------      --------------   --------------   --------------
LIABILITIES:
  Payable to ITT Hartford Life and Annuity
   Insurance Company.........................       --                       1          --                     8
                                                    --------      --------------   --------------   --------------
    Total Liabilities........................       --                       1          --                     8
                                                    --------      --------------   --------------   --------------
    Net Assets...............................     $   93,495        $   91,927       $  550,074       $   15,176
                                                    --------      --------------   --------------   --------------
                                                    --------      --------------   --------------   --------------
VARIABLE LIFE INSURANCE POLICIES:
  Units Owned by Participants................          6,742             7,397           43,772            1,504
  Unit Price.................................     $  12.0768        $  10.9480       $  12.2861       $  10.0892
  Units Owned by ITT Hartford Life and
   Annuity Insurance Company.................          1,000             1,000            1,000          --
  Unit Price                                      $  12.0768        $  10.9480       $  12.2861       $  --
</TABLE>
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                 HARTFORD                    NEUBERGER&BERMAN
                                                                  CAPITAL       HVA MONEY        ADVISERS
                                               HARTFORD BOND   APPRECIATION      MARKET      MANAGEMENT TRUST
                                                FUND, INC.      FUND, INC.     FUND, INC.        PARTNERS
                                                 PORTFOLIO       PORTFOLIO      PORTFOLIO        PORTFOLIO
                                               -------------   -------------   -----------   -----------------
<S>                                            <C>             <C>             <C>           <C>
INVESTMENT INCOME:
  Dividends..................................    $    8,554      $    1,297    $   24,081       $      514
EXPENSES:
  Mortality and expense risk undertakings....          (688)           (513)       (2,976)            (715)
                                               -------------   -------------   -----------         -------
    Net investment income (loss).............         7,866             784        21,105             (201)
                                               -------------   -------------   -----------         -------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investment
   transactions..............................         1,895            (485)       --                8,982
  Net unrealized appreciation (depreciation)
   of investments during the year............         2,399          10,394        --                9,920
                                               -------------   -------------   -----------         -------
    Net realized and unrealized gain (loss)
     on investments..........................         4,294           9,909        --               18,902
                                               -------------   -------------   -----------         -------
    Net increase in net assets resulting from
     operations..............................    $   12,160      $   10,693    $   21,105       $   18,701
                                               -------------   -------------   -----------         -------
                                               -------------   -------------   -----------         -------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               NEUBERGER&BERMAN    NEUBERGER&BERMAN
                                                   ADVISERS            ADVISERS                           FIDELITY
                                               MANAGEMENT TRUST    MANAGEMENT TRUST     FIDELITY VIPF     VIPF HIGH
                                                   BALANCED        LIMITED MATURITY     EQUITY-INCOME      INCOME
                                                   PORTFOLIO        BOND PORTFOLIO        PORTFOLIO       PORTFOLIO
                                               -----------------   -----------------   ---------------   -----------
<S>                                            <C>                 <C>                 <C>               <C>
INVESTMENT INCOME:
  Dividends..................................     $      678          $    4,823         $   13,355      $      812
EXPENSES:
  Mortality and expense risk undertakings....           (137)               (627)            (1,289)           (361)
                                                      ------              ------            -------      -----------
    Net investment income (loss).............            541               4,196             12,066             451
                                                      ------              ------            -------      -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investment
   transactions..............................          2,408                (178)             4,147             186
  Net unrealized appreciation (depreciation)
   of investments during the year............          1,526               1,691             32,216           8,275
                                                      ------              ------            -------      -----------
    Net realized and unrealized gain (loss)
     on investments..........................          3,934               1,513             36,363           8,461
                                                      ------              ------            -------      -----------
    Net increase in net assets resulting from
     operations..............................     $    4,475          $    5,709         $   48,429      $    8,912
                                                      ------              ------            -------      -----------
                                                      ------              ------            -------      -----------
 
<CAPTION>
 
                                                                                     ALGER AMERICAN
                                                FIDELITY VIPF    FIDELITY VIPF II        SMALL        ALGER AMERICAN
                                                  OVERSEAS         ASSET MANAGER     CAPITALIZATION       GROWTH
                                                  PORTFOLIO          PORTFOLIO         PORTFOLIO        PORTFOLIO
                                               ---------------   -----------------   --------------   --------------
<S>                                            <C>
INVESTMENT INCOME:
  Dividends..................................    $    7,213         $    1,233         $    1,930       $    1,798
EXPENSES:
  Mortality and expense risk undertakings....          (866)              (330)              (331)          (1,439)
                                                    -------             ------             ------          -------
    Net investment income (loss).............         6,347                903              1,599              359
                                                    -------             ------             ------          -------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investment
   transactions..............................         4,892                951              1,078            5,144
  Net unrealized appreciation (depreciation)
   of investments during the year............         2,400              7,049              6,321           36,145
                                                    -------             ------             ------          -------
    Net realized and unrealized gain (loss)
     on investments..........................         7,292              8,000              7,399           41,289
                                                    -------             ------             ------          -------
    Net increase in net assets resulting from
     operations..............................    $   13,639         $    8,903         $    8,998       $   41,648
                                                    -------             ------             ------          -------
                                                    -------             ------             ------          -------
 
<CAPTION>
                                               MORGAN STANLEY
                                                 UNIVERSAL
                                                FUNDS, INC.
                                                FIXED INCOME
                                                 PORTFOLIO
                                               --------------
INVESTMENT INCOME:
  Dividends..................................    $      802
EXPENSES:
  Mortality and expense risk undertakings....            (8)
                                                     ------
    Net investment income (loss).............           794
                                                     ------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investment
   transactions..............................       --
  Net unrealized appreciation (depreciation)
   of investments during the year............          (663)
                                                     ------
    Net realized and unrealized gain (loss)
     on investments..........................          (663)
                                                     ------
    Net increase in net assets resulting from
     operations..............................    $      131
                                                     ------
                                                     ------
</TABLE>
<PAGE>
 
- --------------------------------------------------------------------------------
 
ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                 HARTFORD                    NEUBERGER&BERMAN
                                                                  CAPITAL       HVA MONEY       ADVISERS
                                               HARTFORD BOND   APPRECIATION      MARKET        MANAGEMENT
                                                FUND, INC.      FUND, INC.     FUND, INC.    TRUST PARTNERS
                                                 PORTFOLIO       PORTFOLIO      PORTFOLIO      PORTFOLIO
                                               -------------   -------------   -----------   --------------
<S>                                            <C>             <C>             <C>           <C>
OPERATIONS:
  Net Investment Income (Loss)...............    $    7,866      $      784    $   21,105       $     (201)
  Net realized gain (loss) on investment
   transactions..............................         1,895            (485)       --                8,982
  Net unrealized appreciation (depreciation)
   of investments during the year............         2,399          10,394        --                9,920
                                               -------------   -------------   -----------   --------------
  Net increase in net assets resulting from
   operations................................        12,160          10,693        21,105           18,701
                                               -------------   -------------   -----------   --------------
UNIT TRANSACTIONS:
  Premiums...................................       170,405         128,021     1,163,820          213,551
  Administrative fees........................          (123)           (306)         (244)            (443)
  Cost of insurance..........................        (2,754)         (4,661)       (3,726)          (6,743)
  Other activity.............................           605            (417)         (334)           3,907
                                               -------------   -------------   -----------   --------------
  Net increase in net assets resulting from
   unit transactions.........................       168,133         122,637     1,159,516          210,272
                                               -------------   -------------   -----------   --------------
  Total increase in net assets...............       180,293         133,330     1,180,621          228,973
NET ASSETS:
  Beginning of year..........................        81,025          10,099        10,059           10,323
                                               -------------   -------------   -----------   --------------
  End of year................................    $  261,318      $  143,429    $1,190,680       $  239,296
                                               -------------   -------------   -----------   --------------
                                               -------------   -------------   -----------   --------------
 
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM INCEPTION, NOVEMBER 14, 1996, TO DECEMBER 31, 1996
 
                                                                 HARTFORD                    NEUBERGER&BERMAN
                                                                  CAPITAL       HVA MONEY       ADVISERS
                                               HARTFORD BOND   APPRECIATION      MARKET        MANAGEMENT
                                                FUND, INC.      FUND, INC.     FUND, INC.    TRUST PARTNERS
                                                 PORTFOLIO       PORTFOLIO      PORTFOLIO      PORTFOLIO
                                               -------------   -------------   -----------   --------------
OPERATIONS:
  Net investment income (Loss)...............    $      793      $  --         $       59       $       (9)
  Net unrealized appreciation (depreciation)
   of investments during the period..........          (867)             99        --                  332
                                               -------------   -------------   -----------   --------------
  Net (decrease) increase in net assets
   resulting from operations.................           (74)             99            59              323
                                               -------------   -------------   -----------   --------------
UNIT TRANSACTIONS:
  Premiums...................................        81,371          10,000        10,000           10,000
  Administrative fee.........................            (9)        --             --             --
  Cost of insurance..........................          (263)        --             --             --
                                               -------------   -------------   -----------   --------------
  Net increase in net assets resulting from
   unit transactions.........................        81,099          10,000        10,000           10,000
                                               -------------   -------------   -----------   --------------
  Total increase in net assets...............        81,025          10,099        10,059           10,323
NET ASSETS:
  Beginning of period........................       --              --             --             --
                                               -------------   -------------   -----------   --------------
  End of period..............................    $   81,025      $   10,099    $   10,059       $   10,323
                                               -------------   -------------   -----------   --------------
                                               -------------   -------------   -----------   --------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               NEUBERGER&BERMAN    NEUBERGER&BERMAN
                                                   ADVISERS            ADVISERS                           FIDELITY
                                               MANAGEMENT TRUST    MANAGEMENT TRUST     FIDELITY VIPF     VIPF HIGH
                                                   BALANCED        LIMITED MATURITY     EQUITY-INCOME      INCOME
                                                   PORTFOLIO        BOND PORTFOLIO        PORTFOLIO       PORTFOLIO
                                               -----------------   -----------------   ---------------   -----------
<S>                                            <C>                 <C>                 <C>               <C>
OPERATIONS:
  Net Investment Income (Loss)...............     $      541          $    4,196         $   12,066      $      451
  Net realized gain (loss) on investment
   transactions..............................          2,408                (178)             4,147             186
  Net unrealized appreciation (depreciation)
   of investments during the year............          1,526               1,691             32,216           8,275
                                                     -------            --------       ---------------   -----------
  Net increase in net assets resulting from
   operations................................          4,475               5,709             48,429           8,912
                                                     -------            --------       ---------------   -----------
UNIT TRANSACTIONS:
  Premiums...................................         19,605             161,723            324,563          88,260
  Administrative fees........................            (46)                (99)              (309)           (206)
  Cost of insurance..........................           (690)             (2,386)            (6,332)         (3,147)
  Other activity.............................         (1,528)                 17               (207)           (368)
                                                     -------            --------       ---------------   -----------
  Net increase in net assets resulting from
   unit transactions.........................         17,341             159,255            317,715          84,539
                                                     -------            --------       ---------------   -----------
  Total increase in net assets...............         21,816             164,964            366,144          93,451
NET ASSETS:
  Beginning of year..........................         10,081              81,301            128,868          10,163
                                                     -------            --------       ---------------   -----------
  End of year................................     $   31,897          $  246,265         $  495,012      $  103,614
                                                     -------            --------       ---------------   -----------
                                                     -------            --------       ---------------   -----------
 
                                               NEUBERGER&BERMAN    NEUBERGER&BERMAN
                                                   ADVISERS            ADVISERS                           FIDELITY
                                               MANAGEMENT TRUST    MANAGEMENT TRUST     FIDELITY VIPF     VIPF HIGH
                                                   BALANCED        LIMITED MATURITY     EQUITY-INCOME      INCOME
                                                   PORTFOLIO        BOND PORTFOLIO        PORTFOLIO       PORTFOLIO
                                               -----------------   -----------------   ---------------   -----------
OPERATIONS:
  Net investment income (Loss)...............     $       (8)         $      (62)        $      (98)     $       (8)
  Net unrealized appreciation (depreciation)
   of investments during the period..........             89                 264                467             171
                                                     -------            --------       ---------------   -----------
  Net (decrease) increase in net assets
   resulting from operations.................             81                 202                369             163
                                                     -------            --------       ---------------   -----------
UNIT TRANSACTIONS:
  Premiums...................................         10,000              81,372            128,952          10,000
  Administrative fee.........................       --                        (9)               (15)         --
  Cost of insurance..........................       --                      (264)              (438)         --
                                                     -------            --------       ---------------   -----------
  Net increase in net assets resulting from
   unit transactions.........................         10,000              81,099            128,499          10,000
                                                     -------            --------       ---------------   -----------
  Total increase in net assets...............         10,081              81,301            128,868          10,163
NET ASSETS:
  Beginning of period........................       --                  --                  --               --
                                                     -------            --------       ---------------   -----------
  End of period..............................     $   10,081          $   81,301         $  128,868      $   10,163
                                                     -------            --------       ---------------   -----------
                                                     -------            --------       ---------------   -----------
 
<CAPTION>
 
                                                                                     ALGER AMERICAN
                                                FIDELITY VIPF     FIDELITY VIPF II       SMALL        ALGER AMERICAN
                                                   OVERSEAS        ASSET MANAGER     CAPITALIZATION       GROWTH
                                                  PORTFOLIO          PORTFOLIO         PORTFOLIO        PORTFOLIO
                                               ----------------   ----------------   --------------   --------------
<S>                                            <C>
OPERATIONS:
  Net Investment Income (Loss)...............    $    6,347          $      903        $    1,599       $      359
  Net realized gain (loss) on investment
   transactions..............................         4,892                 951             1,078            5,144
  Net unrealized appreciation (depreciation)
   of investments during the year............         2,400               7,049             6,321           36,145
                                                   --------             -------           -------     --------------
  Net increase in net assets resulting from
   operations................................        13,639               8,903             8,998           41,648
                                                   --------             -------           -------     --------------
UNIT TRANSACTIONS:
  Premiums...................................       227,707              78,301            78,303          362,066
  Administrative fees........................          (239)               (182)             (186)            (307)
  Cost of insurance..........................        (4,596)             (2,780)           (2,835)          (6,634)
  Other activity.............................        (2,819)               (822)           (2,246)           2,735
                                                   --------             -------           -------     --------------
  Net increase in net assets resulting from
   unit transactions.........................       220,053              74,517            73,036          357,860
                                                   --------             -------           -------     --------------
  Total increase in net assets...............       233,692              83,420            82,034          399,508
NET ASSETS:
  Beginning of year..........................        82,518              10,075             9,893          150,566
                                                   --------             -------           -------     --------------
  End of year................................    $  316,210          $   93,495        $   91,927       $  550,074
                                                   --------             -------           -------     --------------
                                                   --------             -------           -------     --------------
 
                                                                                     ALGER AMERICAN
                                                FIDELITY VIPF     FIDELITY VIPF II       SMALL        ALGER AMERICAN
                                                   OVERSEAS        ASSET MANAGER     CAPITALIZATION       GROWTH
                                                  PORTFOLIO          PORTFOLIO         PORTFOLIO        PORTFOLIO
                                               ----------------   ----------------   --------------   --------------
OPERATIONS:
  Net investment income (Loss)...............    $      (62)         $       (8)       $       (8)      $     (116)
  Net unrealized appreciation (depreciation)
   of investments during the period..........         1,486                  83               (99)          (1,526)
                                                   --------             -------           -------     --------------
  Net (decrease) increase in net assets
   resulting from operations.................         1,424                  75              (107)          (1,642)
                                                   --------             -------           -------     --------------
UNIT TRANSACTIONS:
  Premiums...................................        81,366              10,000            10,000          152,752
  Administrative fee.........................            (9)           --                 --                   (18)
  Cost of insurance..........................          (263)           --                 --                  (526)
                                                   --------             -------           -------     --------------
  Net increase in net assets resulting from
   unit transactions.........................        81,094              10,000            10,000          152,208
                                                   --------             -------           -------     --------------
  Total increase in net assets...............        82,518              10,075             9,893          150,566
NET ASSETS:
  Beginning of period........................       --                 --                 --               --
                                                   --------             -------           -------     --------------
  End of period..............................    $   82,518          $   10,075        $    9,893       $  150,566
                                                   --------             -------           -------     --------------
                                                   --------             -------           -------     --------------
 
<CAPTION>
                                               MORGAN STANLEY
                                                 UNIVERSAL
                                                FUNDS, INC.
                                                FIXED INCOME
                                                 PORTFOLIO
                                               --------------
OPERATIONS:
  Net Investment Income (Loss)...............    $      794
  Net realized gain (loss) on investment
   transactions..............................       --
  Net unrealized appreciation (depreciation)
   of investments during the year............          (663)
                                                    -------
  Net increase in net assets resulting from
   operations................................           131
                                                    -------
UNIT TRANSACTIONS:
  Premiums...................................        15,042
  Administrative fees........................       --
  Cost of insurance..........................       --
  Other activity.............................             3
                                                    -------
  Net increase in net assets resulting from
   unit transactions.........................        15,045
                                                    -------
  Total increase in net assets...............        15,176
NET ASSETS:
  Beginning of year..........................       --
                                                    -------
  End of year................................    $   15,176
                                                    -------
                                                    -------
 
OPERATIONS:
  Net investment income (Loss)...............
  Net unrealized appreciation (depreciation)
   of investments during the period..........
 
  Net (decrease) increase in net assets
   resulting from operations.................
 
UNIT TRANSACTIONS:
  Premiums...................................
  Administrative fee.........................
  Cost of insurance..........................
 
  Net increase in net assets resulting from
   unit transactions.........................
 
  Total increase in net assets...............
NET ASSETS:
  Beginning of period........................
 
  End of period..............................
 
</TABLE>
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
               ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1997
 
 1. ORGANIZATION:
ICMG Registered Variable Life Separate Account One (the Account) is a separate
investment account with ITT Hartford Life and Annuity Insurance Company (the
Company) and is registered with the Securities and Exchange Commission (SEC) as
a unit investment trust under the Investment Company Act of 1940, as amended.
The Account consists of thirteen portfolios. Both the Company and the Account
are subject to supervision and regulation by the Department of Insurance of the
State of Connecticut and the SEC. The Account invests deposits by variable life
contractholders of the Company in various mutual funds (the Funds) as directed
by the contractholders.
 
 2. SIGNIFICANT ACCOUNTING POLICIES:
    The following is a summary of significant accounting policies of the
Account, which are in accordance with generally accepted accounting principles
in the investment company industry:
 
    a) SECURITY TRANSACTIONS -- Security transactions are recorded on the trade
date (date the order to buy or sell is executed). Investment gains and losses
are determined on the basis of identified cost. Dividend income is accrued as of
the ex-dividend date.
 
    b) SECURITY VALUATION -- The investment in shares of the funds are valued at
the closing net asset value per share as determined by the appropriate Fund as
of December 31, 1997.
 
    c) FEDERAL INCOME TAXES -- The operations of the Account form a part of, and
are taxed with, the total operations of the Company, which is taxed as an
insurance company under the Internal Revenue Code. Under current law, no federal
income taxes are payable with respect to the operations of the Account.
 
    d) USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements and the reported amounts
of income and expenses during the period. Operating results in the future could
vary from the amounts derived from management's estimates.
 
 3. ADMINISTRATION OF THE ACCOUNT AND
   RELATED CHARGES:
 
    a) MORTALITY AND EXPENSE UNDERTAKINGS -- The Company, as issuer of variable
life insurance contracts, provides the mortality and expense undertakings and,
with respect to the Account, receives an annual fee of 0.65% of the Account's
average daily net assets.
 
    b) DEDUCTION OF OTHER FEES -- In accordance with the terms of the contracts,
the Company makes deductions for the cost of insurance, administrative fees,
state premium taxes and other insurance charges. These charges are deducted
through termination of units of interest from applicable contractholders'
accounts.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of ITT Hartford Life
and Annuity Insurance Company:
 
We have audited the accompanying statutory 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,
1997 and 1996, and the related statutory statements of income, changes in
capital and surplus, and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
statutory 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 financial
statements. When statutory 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 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, 1997 and 1996, and the
results of its operations and its cash flows for each of three years in the
period ended December 31, 1997.
 
However, in our opinion, the statutory financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 1997 and 1996, and the results of operations and its cash
flows for each of the three years in the period ended December 31, 1997 in
conformity with statutory accounting practices as described in Note 1.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
January 27, 1998
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         STATUTORY STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                                     FOR THE YEARS ENDED DECEMBER 31,
                                                    ----------------------------------
                                                       1997        1996        1995
                                                    ----------  ----------  ----------
                                                                  ($000)
<S>                                                 <C>         <C>         <C>
Revenues
  Premiums and annuity considerations.............  $  296,645  $  250,244  $  165,792
  Annuity and other fund deposits.................   1,981,246   1,897,347   1,087,661
  Net investment income...........................     102,285      98,441      78,787
  Commissions and expense allowances on
   reinsurance ceded..............................     396,921     370,637     183,380
  Reserve adjustment on reinsurance ceded.........   3,672,076   3,864,395   1,879,785
  Other revenues..................................     288,632     161,906     140,796
                                                    ----------  ----------  ----------
    Total Revenues................................   6,737,805   6,642,970   3,536,201
                                                    ----------  ----------  ----------
Benefits and Expenses
  Death and annuity benefits......................      66,013      60,111      53,029
  Surrenders and other benefit payments...........     461,733     276,720     221,392
  Commissions and other expenses..................     564,240     491,720     236,202
  Increase in aggregate reserves for future
   benefits.......................................      33,213      27,351      94,253
  Increase in liability for premium and other
   deposit funds..................................     640,006     207,156     460,124
  Net transfers to Separate Accounts..............   4,914,980   5,492,964   2,414,669
                                                    ----------  ----------  ----------
    Total Benefits and Expenses...................   6,680,185   6,556,022   3,479,669
                                                    ----------  ----------  ----------
Net Gain from Operations Before Federal Income
 Taxes............................................      57,620      86,948      56,532
  Federal income tax (benefit) expense............     (14,878)     19,360      14,048
                                                    ----------  ----------  ----------
Net Gain from Operations..........................      72,498      67,588      42,484
  Net realized capital gains, after tax...........       1,544         407         374
                                                    ----------  ----------  ----------
Net Income........................................  $   74,042  $   67,995  $   42,858
                                                    ----------  ----------  ----------
                                                    ----------  ----------  ----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATUTORY BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER 31,
                                                    ------------------------
                                                       1997         1996
                                                    -----------  -----------
                                                             ($000)
<S>                                                 <C>          <C>
Assets
  Bonds...........................................  $ 1,501,311  $ 1,268,480
  Common stocks...................................       64,408       44,996
  Mortgage loans..................................       85,103            0
  Policy loans....................................       36,533       28,853
  Cash and short-term investments.................      309,432      176,830
  Other invested assets...........................       20,942        2,858
                                                    -----------  -----------
    Total cash and invested assets................    2,017,729    1,522,017
                                                    -----------  -----------
  Investment income due and accrued...............       15,878       14,555
  Premium balances receivable.....................          389          373
  Receivables from affiliates.....................        1,269          257
  Other assets....................................       22,788       19,099
  Separate Account assets.........................   23,208,728   14,619,324
                                                    -----------  -----------
    Total Assets..................................  $25,266,781  $16,175,625
                                                    -----------  -----------
                                                    -----------  -----------
Liabilities
  Aggregate reserves for future benefits..........  $   605,183  $   571,970
  Policy and contract claims......................        5,672        6,806
  Liability for premium and other deposit funds...    1,795,149    1,155,143
  Asset valuation reserve.........................       13,670        7,442
  Payable to affiliates...........................       20,972       10,022
  Other liabilities...............................     (754,393)    (498,195)
  Separate Account liabilities....................   23,208,728   14,619,324
                                                    -----------  -----------
    Total liabilities.............................   24,894,981   15,872,512
                                                    -----------  -----------
Capital and Surplus
  Common stock....................................        2,500        2,500
  Gross paid-in and contributed surplus...........      226,043      226,043
  Unassigned funds................................      143,257       74,570
                                                    -----------  -----------
    Total capital and surplus.....................      371,800      303,113
                                                    -----------  -----------
  Total liabilities, capital and surplus..........  $25,266,781  $16,175,625
                                                    -----------  -----------
                                                    -----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
             STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
 
<TABLE>
<CAPTION>
                                                    FOR THE YEARS ENDED DECEMBER 31,
                                                    ---------------------------------
                                                      1997        1996        1995
                                                    ---------   ---------   ---------
                                                                 ($000)
 
<S>                                                 <C>         <C>         <C>
Capital and surplus -- beginning of year            $ 303,113   $ 238,334   $  91,285
                                                    ---------   ---------   ---------
  Net income......................................     74,042      67,995      42,858
  Change in net unrealized capital gains (losses)
   on common stocks and other invested assets.....      2,186      (5,171)      1,709
  Change in asset valuation reserve...............     (6,228)        568      (5,588)
  Change in non-admitted assets...................     (1,313)      1,387      (1,944)
  Aggregate write-ins for surplus (See Note 3)....          0           0       8,080
  Dividends to shareholder........................          0           0     (10,000)
  Paid-in surplus.................................          0           0     111,934
                                                    ---------   ---------   ---------
  Change in capital and surplus...................     68,687      64,779     147,049
                                                    ---------   ---------   ---------
  Capital and surplus -- end of year..............  $ 371,800   $ 303,113   $ 238,334
                                                    ---------   ---------   ---------
                                                    ---------   ---------   ---------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                       STATUTORY STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                       FOR THE YEARS ENDED DECEMBER 31,
                                                    ---------------------------------------
                                                       1997          1996          1995
                                                    -----------   -----------   -----------
                                                                    ($000)
<S>                                                 <C>           <C>           <C>
Operations
  Premiums, annuity considerations and fund
   deposits.......................................  $ 2,277,874   $ 2,147,627   $ 1,253,511
  Investment income...............................      101,991       106,178        78,328
  Other income....................................    4,381,718     4,396,892     2,253,466
                                                    -----------   -----------   -----------
    Total income..................................    6,761,583     6,650,697     3,585,305
                                                    -----------   -----------   -----------
  Benefits Paid...................................      529,733       338,998       277,965
  Federal income taxes (received) paid on
   operations.....................................      (14,499)       28,857       208,423
  Other expenses..................................    5,754,725     6,254,139     2,664,385
                                                    -----------   -----------   -----------
  Total benefits and expenses.....................    6,269,959     6,621,994     3,150,773
                                                    -----------   -----------   -----------
  Net cash from operations........................      491,624        28,703       434,532
                                                    -----------   -----------   -----------
Proceeds from Investments
  Bonds...........................................      614,413       871,019       287,941
  Common stocks...................................       11,481        72,100            52
  Other...........................................          152            10            28
                                                    -----------   -----------   -----------
    Net investment proceeds.......................      626,046       943,129       288,021
                                                    -----------   -----------   -----------
Taxes Paid on Capital Gains.......................            0           936           226
Paid-In Surplus...................................            0             0       111,934
  Other Cash Provided.............................            0        41,998        28,199
                                                    -----------   -----------   -----------
    Total Proceeds................................    1,117,670     1,012,894       862,460
                                                    -----------   -----------   -----------
Cost of Investments Acquired
  Bonds...........................................      848,267       914,523       720,521
  Common stocks...................................       28,302        82,495        35,794
  Mortgage loans..................................       85,103             0             0
  Miscellaneous applications......................       18,548           130         2,146
                                                    -----------   -----------   -----------
    Total Investments Acquired....................      980,220       997,148       758,461
                                                    -----------   -----------   -----------
Other Cash Applied
  Dividends paid to stockholders..................            0             0        10,000
  Other...........................................        4,848        12,220         5,007
                                                    -----------   -----------   -----------
    Total other cash applied......................        4,848        12,220        15,007
                                                    -----------   -----------   -----------
      Total applications..........................      985,068     1,009,368       773,468
                                                    -----------   -----------   -----------
Net Change in Cash and Short-Term Investments.....      132,602         3,526        88,992
  Cash and Short-Term Investments, Beginning of
   Year...........................................      176,830       173,304        84,312
                                                    -----------   -----------   -----------
  Cash and Short-Term Investments, End of Year....  $   309,432   $   176,830   $   173,304
                                                    -----------   -----------   -----------
                                                    -----------   -----------   -----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                    NOTES TO STATUTORY FINANCIAL STATEMENTS
                               DECEMBER 31, 1997
                 (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. ("HLI"), which is majority owned by The Hartford Financial
Services Group, Inc. ("The Hartford"), formerly a wholly owned subsidiary of ITT
Corporation ("ITT"). On February 10, 1997, HLI filed a registration statement,
as amended, with the Securities and Exchange Commission relating to the initial
public offering of HLI Class A Common Stock (the "Offering"). Pursuant to the
Offering on May 22, 1997, HLI sold to the public 26 million shares, representing
18.6% of the equity ownership of HLI. 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 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. The most significant estimates are
for determining the liability for aggregate reserves for future benefits and the
liability for premium and other deposit funds. Although some variability is
inherent in these estimates, management believes the amounts provided are
adequate.
 
    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, for universal life policies and
    investment products, generally, 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 recorded upon adoption of the applicable standard;
<PAGE>
- --------------------------------------------------------------------------------
 
(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 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 bonds were classified on a GAAP basis
    as "available-for-sale" and accordingly, those investments and common stocks
    were reflected at fair value with the corresponding impact included as a
    component of Stockholder's Equity designated as "Net unrealized capital
    gains (losses) on securities net of tax". For statutory reporting purposes,
    Change in Net Unrealized Capital Gains (Losses) on Common Stocks and Other
    Invested Assets includes the change in unrealized gains (losses) 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, 1997, 1996 and 1995, the
significant differences between statutory and GAAP basis net income and capital
and surplus for the Company are summarized as follows:
<TABLE>
<CAPTION>
                                    1997          1996         1995
                                ------------   ----------   ----------
<S>                             <C>            <C>          <C>
GAAP Net Income...............  $     58,050   $   41,202   $   38,821
Amortization and
 deferral of policy
 acquisition costs............      (345,658)    (341,572)    (174,341)
Change in unearned revenue
 reserve......................         4,641       55,504       32,300
Deferred taxes................        47,113        2,090        2,801
Separate accounts.............       282,818      306,978      146,635
Other, net....................        27,078        3,793       (3,358)
                                ------------   ----------   ----------
Statutory Net Income..........  $     74,042   $   67,995   $   42,858
                                ------------   ----------   ----------
                                ------------   ----------   ----------
 
<CAPTION>
                                    1997          1996         1995
                                ------------   ----------   ----------
<S>                             <C>            <C>          <C>
GAAP Capital and
 Surplus......................  $    570,469   $  503,887   $  455,541
Deferred policy acquisition
 costs........................    (1,283,771)    (938,114)    (596,542)
Unearned revenue reserve......       134,789      130,148       74,644
Deferred taxes................        64,522       12,823        1,493
Separate accounts.............       923,040      640,101      333,123
Asset valuation reserve.......       (13,670)      (7,442)      (8,010)
Unrealized gains (losses) on
 bonds........................        13,943        5,112       (1,696)
Adjustment relating to Lyndon
 contribution (see Note 3)....       (41,277)     (41,277)     (41,277)
Other, net....................         3,755       (2,125)      21,058
                                ------------   ----------   ----------
Statutory Capital and
 Surplus......................  $    371,800   $  303,113   $  238,334
                                ------------   ----------   ----------
                                ------------   ----------   ----------
</TABLE>
 
AGGREGATE RESERVES FOR FUTURE BENEFITS AND LIABILITY 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 6%. 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 Statements of
Income.
 
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 fair value with the current year change in the
difference from cost reflected in surplus. Other invested assets are generally
recorded at fair value.
 
    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 increased by $6,228 in 1997,
decreased by $568 in 1996 and increased by $5,588 in 1995. Additionally, the
Interest Maintenance Reserve
<PAGE>
- --------------------------------------------------------------------------------
 
("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 Statements of Income. Realized investment gains and losses are
determined on a specific identification basis. The amount of net capital losses
reclassified from the IMR was $719 in 1997 and the amount of net capital gains
reclassified was $1,413 and $39 in 1996 and 1995, respectively. The amount of
income amortized was $85, $392 and $256 in 1997, 1996 and 1995, respectively.
 
OTHER LIABILITIES
    The amount reflected in other liabilities includes a receivable from the
separate accounts of $923 million and $640 million as of December 31, 1997 and
1996, respectively. The balances are classified in accordance with NAIC
accounting practices.
 
MORTGAGE LOANS
    Mortgage loans, carried at cost, which approximates fair value, include
investments in assets backed by mortgage loan pools.
 
 2. INVESTMENTS:
 
(A) COMPONENTS OF NET INVESTMENT INCOME
 
<TABLE>
<CAPTION>
                                  1997     1996      1995
                                --------  -------  --------
<S>                             <C>       <C>      <C>
Interest income from bonds and
 short-term investments.......  $100,475  $89,940  $ 76,100
Interest income from policy
 loans........................     1,958    1,846     1,504
Interest and dividends from
 other investments............     1,005    7,864     2,288
                                --------  -------  --------
Gross investment income.......   103,438   99,650    79,892
Less: investment expenses.....     1,153    1,209     1,105
                                --------  -------  --------
Net investment income.........  $102,285  $98,441  $ 78,787
                                --------  -------  --------
                                --------  -------  --------
</TABLE>
 
(B) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS
 
<TABLE>
<CAPTION>
                                        1997     1996      1995
                                      --------  -------  --------
<S>                                   <C>       <C>      <C>
Gross unrealized capital gains at
 end of year........................  $    537  $   713  $  1,724
Gross unrealized capital losses at
 end of year........................    (1,820)  (4,160)        0
                                      --------  -------  --------
Net unrealized capital (losses)
 gains..............................    (1,283)  (3,447)    1,724
Balance at beginning of year........    (3,447)   1,724        15
                                      --------  -------  --------
Change in net unrealized capital
 gains (losses) on common stocks....  $  2,164  $(5,171) $  1,709
                                      --------  -------  --------
                                      --------  -------  --------
</TABLE>
 
(C) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON BONDS AND SHORT-TERM
    INVESTMENTS
 
<TABLE>
<CAPTION>
                                       1997      1996       1995
                                      -------  --------   --------
<S>                                   <C>      <C>        <C>
Gross unrealized capital gains at
 end of year........................  $23,357  $ 11,821   $ 22,251
Gross unrealized capital losses at
 end of year........................   (1,906)   (3,842)    (1,374)
                                      -------  --------   --------
Net unrealized capital gains........   21,451     7,979     20,877
Balance at beginning of year........    7,979    20,877     33,732
                                      -------  --------   --------
Change in net unrealized capital
 gains (losses) on bonds and
 short-term investments.............  $13,472  $(12,898)  $ 54,609
                                      -------  --------   --------
                                      -------  --------   --------
</TABLE>
 
(D) COMPONENTS OF NET REALIZED CAPITAL GAINS
 
<TABLE>
<CAPTION>
                                            1997      1996     1995
                                           -------   -------  ------
<S>                                        <C>       <C>      <C>
Bonds and short-term investments.........  $  (120)  $ 2,756  $   56
Common stocks............................        0         0      52
Real estate and other....................      114         0       0
                                           -------   -------  ------
Realized capital (losses) gains..........       (6)    2,756     208
Capital gains (benefit) tax..............     (831)      936    (205)
                                           -------   -------  ------
Net realized capital gains, after tax....      825     1,820     413
Less: IMR capital (losses) gains.........     (719)    1,413      39
                                           -------   -------  ------
Net realized capital gains...............  $ 1,544   $   407  $  374
                                           -------   -------  ------
                                           -------   -------  ------
</TABLE>
 
(E) OFF-BALANCE SHEET INVESTMENTS
 
    The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1997 and 1996.
 
(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.
<PAGE>
- --------------------------------------------------------------------------------
 
(G) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                AMORTIZED    UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
U.S. government and government agencies and
 authorities:
  Guaranteed and sponsored...................  $    11,114     $    55      $   (51)   $    11,118
  Guaranteed and sponsored -- asset-backed...       55,506       1,056         (269)        56,293
States, municipalities and political
 subdivisions................................       26,404         329            0         26,733
International governments....................        7,609         500            0          8,109
Public utilities.............................       73,024         754         (132)        73,646
All other corporate..........................      517,715      14,110         (704)       531,121
All other corporate -- asset-backed..........      630,069       5,005         (739)       634,335
Short-term investments.......................      277,330          33           (8)       277,355
Certificates of deposit......................       93,770       1,515           (3)        95,282
Parents, subsidiaries and affiliates.........       86,100           0            0         86,100
                                               -----------   ----------   ----------   -----------
Total bonds and short-term investments.......  $ 1,778,641     $23,357      $(1,906)   $ 1,800,092
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                             UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
Common stock -- unaffiliated.................  $    30,307     $   537      $     0    $    30,844
Common stock -- affiliated...................       35,384           0       (1,820)        33,564
                                               -----------   ----------   ----------   -----------
Total common stocks..........................  $    65,691     $   537      $(1,820)   $    64,408
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                AMORTIZED    UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
U.S. government and government agencies and
 authorities:
  Guaranteed and sponsored...................  $    58,761     $     6      $  (195)   $    58,572
  Guaranteed and sponsored -- asset-backed...       78,237       1,477         (609)        79,105
States, municipalities and political
 subdivisions................................       25,958         163           (2)        26,119
International governments....................        7,447         205            0          7,652
Public utilities.............................       70,116         396         (424)        70,088
All other corporate..........................      410,530       6,357       (1,355)       415,532
All other corporate -- asset-backed..........      485,953       2,654       (1,081)       487,526
Short-term investments.......................      148,094           0          (66)       148,028
Certificates of deposit......................       83,378         563         (110)        83,831
Parents, subsidiaries and affiliates.........       48,100           0            0         48,100
                                               -----------   ----------   ----------   -----------
Total bonds and short-term investments.......  $ 1,416,574     $11,821      $(3,842)   $ 1,424,553
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                             UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
Common stock -- unaffiliated.................  $    13,064     $   713      $     0    $    13,777
Common stock -- affiliated...................       35,379           0       (4,160)        31,219
                                               -----------   ----------   ----------   -----------
Total common stocks..........................  $    48,443     $   713      $(4,160)   $    44,996
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
    The amortized cost and estimated fair value of bonds and short-term
investments at December 31, 1997 by management's anticipated maturity are shown
below. Asset-backed securities are distributed to maturity year based on ILA's
estimate of the rate of future prepayments of principal
<PAGE>
- --------------------------------------------------------------------------------
 
over the remaining life of the securities. Expected maturities differ from
contractual maturities reflecting borrowers' rights to call or prepay their
obligations.
 
<TABLE>
<CAPTION>
                                               AMORTIZED    ESTIMATED
MATURITY                                          COST     FAIR VALUE
- ---------------------------------------------  ----------  -----------
<S>                                            <C>         <C>
Due in one year or less......................  $  424,518  $   696,203
Due after one year through five years........     586,980      708,365
Due after five years through ten years.......     451,963      295,896
Due after ten years..........................     315,180       99,628
                                               ----------  -----------
  Total......................................  $1,778,641  $ 1,800,092
                                               ----------  -----------
                                               ----------  -----------
</TABLE>
 
    Proceeds from sales of investments in bonds and short-term investments
during 1997, 1996 and 1995 were $367,626, $668,078 and $313,961, respectively,
resulting in gross realized gains of $964, $3,675 and $1,419, respectively, and
gross realized losses of $1,084, $919 and $1,263, 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>
                                                      1997                 1996
                                               ------------------   ------------------
                                               CARRYING    FAIR     CARRYING    FAIR
                                                AMOUNT     VALUE     AMOUNT     VALUE
                                               --------   -------   --------   -------
<S>                                            <C>        <C>       <C>        <C>
ASSETS
  Bonds and short-term investments...........   $1,778    $ 1,800    $1,417    $ 1,425
  Common stocks..............................       64         64        45         45
  Policy loans...............................       37         37        29         29
  Mortgage loans.............................       85         85         0          0
  Other invested assets......................       21         21         3          3
LIABILITIES
  Liabilities on investment contracts........   $1,911    $ 1,835    $1,245    $ 1,191
</TABLE>
 
    The carrying amounts for policy loans approximates fair value. The fair
value of liabilities on investment contracts 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. The Company has also invested in bonds
of its subsidiaries, Hartford Financial Services Corporation and HL Investment
Advisors, Inc., and common stock of its subsidiary, ITT Hartford Life, LTD.
 
    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 HLI, 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 (received) paid by the Company were $(14,499), $29,792 and
$215,921 in 1997, 1996 and 1995, respectively. The effective tax rate was (26)%,
22% and 25% in 1997, 1996 and 1995, respectively. The following schedule
provides a reconciliation of the tax provision at the U.S. Federal Statutory
rate to Federal income tax (benefit) expense (in millions).
 
<TABLE>
<CAPTION>
                                               1997    1996    1995
                                               -----   -----   -----
<S>                                            <C>     <C>     <C>
Tax provision at U.S. Federal statutory
 rate........................................  $  20   $  30   $  20
Tax deferred acquisition costs...............     25      27       8
Statutory to tax reserve differences.........      1       0       3
Unrealized gain on separate accounts.........    (44)    (21)    (13)
Investments and other........................    (17)    (17)     (4)
                                               -----   -----   -----
Federal income tax (benefit) expense.........  $ (15)  $  19   $  14
                                               -----   -----   -----
                                               -----   -----   -----
</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 1997 or
1996. 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
<PAGE>
- --------------------------------------------------------------------------------
 
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
$265, $358, and $1,034 in 1997, 1996 and 1995, 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 1997, 1996 and 1995.
 
    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 8.5% for 1997, 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
1997, 1996 and 1995.
 
    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 1997, 1996 and 1995.
 
 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>
                                      1997      1996      1995
                                    --------  --------  --------
<S>                                 <C>       <C>       <C>
Direct premiums...................  $266,427  $226,612  $159,918
Premiums assumed..................    51,630    33,817    13,299
Premiums ceded....................   (21,412)  (10,185)   (7,425)
                                    --------  --------  --------
Premiums and annuity
 considerations...................  $296,645  $250,244  $165,792
                                    --------  --------  --------
                                    --------  --------  --------
</TABLE>
 
    The Company cedes to RGA Reinsurance Company, on a modified coinsurance
basis, 80% of the variable annuity business written since 1994.
 
 8. SEPARATE ACCOUNTS:
 
    The Company maintains separate account assets and liabilities totaling $23.2
billion and $14.6 billion at December 31, 1997 and 1996, 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 $252 million, $144
million and $72 million in 1997, 1996 and 1995, respectively, and are recorded
as a component of other revenues on the Statutory Statements of Income.
 
 9. COMMITMENTS AND CONTINGENCIES:
 
    As of December 31, 1997 and 1996, 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 $1,544, $1,262 and $1,684 in 1997, 1996 and 1995,
respectively. ILA incurred guaranteed fund expense of $548 in 1997 and 1996 and
$0 in 1995.
<PAGE>
 
                               PEGASUS PROVIDER
                     GROUP FLEXIBLE PREMIUM VARIABLE LIFE
                              INSURANCE POLICIES
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                 P.O. BOX 2999
                            HARTFORD, CT 06104-2999
[LOGO]                     TELEPHONE (800) 861-1408
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Prospectus describes a group flexible premium variable life insurance
policy (the "Group Policies," and each individually a "Group Policy") and
certificates of insurance (the "Certificates," and each individually a
"Certificate") offered by 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 the Death Benefit, together with an
opportunity to participate in the investment experience of ICMG Registered
Variable Life Separate Account One. For a given amount of Death Benefit chosen,
the Owner has considerable flexibility in selecting the timing and amount of
premium payments. In addition to the Initial Premium payment, additional premium
payments are also allowed.
 
Group Policies may be issued to a Participating Employer or to a trust that is
adopted by a Participating Employer. Eligible employees of Participating
Employers may own Certificates issued under their respective Participating
Employer's Group Policy. 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.
 
Sales agents can provide prospective purchasers with individualized sales
illustrations which reflect all the fees and charges associated with the
Certificate options selected.
 
The Certificates provide for a Death Benefit, pursuant to which Death Proceeds
are payable at the Insured's death. You may select one of two Death Benefit
options. Death Benefit Option A is an amount equal to the larger of (1) the Face
Amount and (2) the Variable Insurance Amount. Death Benefit Option B is an
amount equal to the larger of (1) the Face Amount plus the Cash Value and (2)
the Variable Insurance Amount. The Death Proceeds payable to the Beneficiary
equal the Death Benefit less any Debt outstanding under the Certificate plus any
rider benefits payable.
 
The Investment Value of a Certificate will also vary up or down to reflect the
investment experience of the Investment Divisions to which Net Premiums have
been allocated. The Owner bears the investment risk for all amounts so
allocated.
 
The Portfolios underlying the Investment Divisions presently are: the VIP High
Income Portfolio, the VIP Equity-Income Portfolio, and the VIP Money Market
Portfolio of Variable Insurance Products Fund; the VIP II Asset Manager
Portfolio of Variable Insurance Products Fund II; the VIP III Growth
Opportunities Portfolio of Variable Insurance Products Fund III; the Pegasus
Bond Fund, the Pegasus Growth and Value Fund, the Pegasus Mid-Cap Opportunity
Fund, the Pegasus Growth Fund, and the Pegasus Intrinsic Value Fund of Pegasus
Variable Funds; and the Putnam VT International Growth Fund, the Putnam VT Vista
Fund, and the Putnam VT Voyager Fund of Putnam Variable Trust.
 
- --------------------------------------------------------------------------------
 
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
AVAILABLE 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 OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
 
   
VARIABLE LIFE INSURANCE POLICIES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED
OR GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE
PROTECTED BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE
SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT
INVESTED.
    
- --------------------------------------------------------------------------------
   
THE DATE OF THIS PROSPECTUS IS MAY 1, 1998.
    
<PAGE>
2                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
 SPECIAL TERMS.........................................................    4
 SUMMARY...............................................................    6
 HARTFORD..............................................................    8
 THE SEPARATE ACCOUNT..................................................    9
 THE FUNDS.............................................................    9
   General.............................................................    9
     Variable Insurance Products Fund, Variable Insurance Products Fund
      II, and
      Variable Insurance Products Fund III.............................    9
     Pegasus Variable Funds............................................   10
     Putnam Variable Trust.............................................   10
   The Portfolios......................................................   10
 DETAILED DESCRIPTION OF CERTIFICATE BENEFITS AND PROVISIONS...........   11
   General.............................................................   11
   Issuance of a Certificate...........................................   11
   Premiums............................................................   12
     Premium Payment Flexibility.......................................   12
     Allocation of Premium Payments....................................   12
     Accumulation Units................................................   12
     Accumulation Unit Values..........................................   12
     Premium Limitation................................................   13
   Values Under the Certificate........................................   13
   Surrender of the Certificate........................................   13
     Partial Withdrawals...............................................   13
   Transfers Among Investment Divisions................................   14
     Amount and Frequency of Transfers.................................   14
     Transfers To or from Investment Divisions.........................   14
     Asset Rebalancing.................................................   14
     Procedures for Telephone Transfers................................   14
   Valuation of Payments and Transfers.................................   14
     Processing of Transactions........................................   15
   Loans...............................................................   15
     Loan Interest.....................................................   15
     Credited Interest.................................................   15
     Loan Repayments...................................................   15
     Termination Due to Excessive Debt.................................   15
     Effect of Loans on Investment Value...............................   15
   Death Benefit.......................................................   15
     Minimum Death Benefit Testing Procedures..........................   15
     Death Benefit Options.............................................   16
     Option Change.....................................................   16
     Payment Options...................................................   16
     Legal Developments Regarding Income Payments......................   16
     Beneficiary.......................................................   17
     Increases and Decreases in Face Amount............................   17
   Benefits at Maturity................................................   17
   Termination of Participation in the Group Policy....................   17
   Lapse and Reinstatement While the Group Policy Is In Effect.........   17
     Lapse and Grace Period............................................   17
     Reinstatement.....................................................   17
   Enrollment for a Certificate........................................   18
   The Right to Examine the Certificate................................   18
</TABLE>
    
<PAGE>
 
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    3
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
   Deductions from Premium.............................................   18
     Front-End Sales Load..............................................   18
     Premium Related Tax Charge........................................   18
     DAC Tax Charge....................................................   18
   Deductions and Charges from Investment Value........................   18
     Monthly Deduction Amount..........................................   18
   Mortality and Expense Risk Charge...................................   19
   Taxes...............................................................   20
 OTHER MATTERS.........................................................   20
   Additions, Deletions or Substitutions of Investments................   20
   Voting Rights.......................................................   20
   Our Rights..........................................................   20
   Statements to Owners................................................   21
   Limit on Right to Contest...........................................   21
   Misstatement as to Age or Sex.......................................   21
   Assignment..........................................................   21
   Dividends...........................................................   21
   Experience Credits..................................................   21
 SUPPLEMENTAL BENEFITS.................................................   21
   Maturity Date Extension Rider.......................................   21
 EXECUTIVE OFFICERS AND DIRECTORS......................................   22
 DISTRIBUTION OF THE GROUP POLICY......................................   25
 SAFEKEEPING OF THE SEPARATE ACCOUNT ASSETS............................   25
 FEDERAL TAX CONSIDERATIONS............................................   26
   General.............................................................   26
   Taxation of Hartford and the Separate Account.......................   26
   Income Taxation of Certificate Benefits.............................   26
   Modified Endowment Contracts........................................   26
   Diversification Requirements........................................   27
   Federal Income Tax Withholding......................................   27
   Other Tax Considerations............................................   27
 LEGAL PROCEEDINGS.....................................................   27
 EXPERTS...............................................................   27
 REGISTRATION STATEMENT................................................   28
 APPENDIX A -- ILLUSTRATIONS OF DEATH BENEFIT, CASH VALUE AND CASH
   SURRENDER VALUE.....................................................   29
 FINANCIAL STATEMENTS..................................................
</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                                    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 later in this Prospectus.
 
ATTAINED AGE: The Issue Age plus the period since the Coverage Date.
 
BENEFICIARY: The person so designated by the Owner in the Certificate.
 
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 and from which Coverage Months and Coverage Years are determined.
 
COVERAGE MONTH(S): The 1-month period following the Coverage Date and each
anniversary thereof.
 
COVERAGE YEAR(S): The 12 month period following the Coverage Date and each
anniversary thereof.
 
CUSTOMER SERVICE CENTER: The service area of Hartford Life and Annuity Insurance
Company.
 
DEATH BENEFIT: The Death Benefit option in effect determines how the Death
Benefit is calculated. The two Death Benefit options are described under
"Detailed Description of Certificate Benefits and Provisions -- Death Benefit,"
page 15.
 
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.
 
ENROLLMENT FORM: The form required to be filled out prior to issuance of a
Certificate. The specific form used will depend on the underwriting
classification and plan design.
 
FACE AMOUNT: The minimum Death Benefit as long as the Certificate is in force.
It is specified at issue and may be changed after issue on request, or due to a
change in Death Benefit option or a partial withdrawal.
 
FUNDS: The registered open-end management investment companies in which assets
of the Investment Divisions of the Separate Account may be invested. Currently,
the Funds include: (i) Variable Insurance Products Fund ("VIP"), managed by
Fidelity Management & Research Company ("FMR"); (ii) Variable Insurance Products
Fund II ("VIP II"), managed by FMR; (iii) Variable Insurance Products Fund III
("VIP III"), managed by FMR; (iv) Pegasus Variable Funds, managed by First
Chicago NBD Investment Management Company ("FCNIMCO"); and (v) Putnam Variable
Trust, managed by Putnam Investment Management, Inc.("Putnam Management").
 
GENERAL ACCOUNT: The assets of Hartford other than those allocated to the
Separate Account.
 
GRACE PERIOD: The 61-day period, measured in calendar days, 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 group flexible premium variable life insurance policy issued
by Hartford and described in this Prospectus.
 
HARTFORD (ALSO REFERRED TO AS "WE," "US," "OUR"): Hartford Life and Annuity
Insurance Company.
 
IN WRITING: In a written form satisfactory to Us.
 
INITIAL PREMIUM: The amount of premium initially payable shown in Your
Certificate.
 
INSURED: The person on whose life the Certificate is issued. The Insured is
identified in the Certificate.
 
INVESTMENT DIVISION: A separate division of the Separate Account which invests
exclusively in the shares of a specified Portfolio of a Fund. The Separate
Account currently offers 13 Investment Divisions: (i) the Fidelity VIP High
Income Investment Division, (ii) the Fidelity VIP Equity-Income Investment
Division, (iii) the Fidelity VIP Money Market Investment Division, (iv) the
Fidelity VIP II Asset Manager Investment Division, (v) the Fidelity VIP III
Growth Opportunities Investment Division, (vi) the Pegasus Bond Investment
Division, (vii) the Pegasus Growth and Value Investment Division, (viii) the
Pegasus Mid-Cap Opportunity Investment Division, (ix) the Pegasus Growth
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
- --------------------------------------------------------------------------------
 
Investment Division, (x) the Pegasus Intrinsic Value Investment Division, (xi)
the Putnam VT International Growth Investment Division, (xii) the Putnam VT
Vista Investment Division, and (xiii) the Putnam VT Voyager Investment Division.
 
INVESTMENT VALUE: The sum of the values of assets in the Investment Divisions
under the Certificate.
 
ISSUE AGE: The Insured's age on the birthday nearest to the Coverage Date.
 
LOAN: Any amount borrowed against the Investment Value under a Certificate.
 
LOAN ACCOUNT: That portion of Hartford's General Account to which amounts are
transferred as a result of a Loan. The Loan Account is credited with interest
and does not participate in the investment experience of the Separate Account.
 
LOAN ACCOUNT VALUE: The amounts of the Investment Value transferred to (or from)
the General Account to secure Loans, plus interest accrued at the daily
equivalent of an annual rate equal to the Adjustable Loan Interest Rate actually
charged, reduced by not more than 1%.
 
MATURITY DATE: The date on which an Insured's coverage matures as shown in the
Certificate. 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 AMOUNT AT RISK: The Death Benefit less the Cash Value.
 
NET PREMIUM: The amount of premium actually credited to the Investment
Divisions.
 
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 Certificate.
 
PARTICIPATING EMPLOYER: A participating employer, or a trust sponsored by a
participating employer, to which Hartford issues the Group Policy described in
this Prospectus.
 
PORTFOLIO: A separate mutual fund, series or portfolio of the Funds. There are
currently 13 Portfolios available under the Policies: the VIP High Income
Portfolio, the VIP Equity-Income Portfolio, and the VIP Money Market Portfolio
of VIP Fund; the VIP II Asset Manager Portfolio of VIP Fund II; the VIP III
Growth Opportunities Portfolio of VIP Fund III; the Pegasus Bond Fund, the
Pegasus Growth and Value Fund, the Pegasus Mid-Cap Opportunity Fund, the Pegasus
Growth Fund, and the Pegasus Intrinsic Value Fund of Pegasus Variable Funds; and
the Putnam VT International Growth Fund, the Putnam VT Vista Fund, and the
Putnam VT Voyager Fund of Putnam Variable Trust.
 
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: U.S. 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 indicates otherwise. A
business day is any day the NYSE is open for trading or any day the SEC requires
mutual funds, unit investment trusts or other investment portfolios to be
valued. The value of the Separate Account is determined at the close of the NYSE
(generally 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.
 
VIP: Variable Insurance Products Fund.
 
VIP II: Variable Insurance Products Fund II.
 
VIP III: Variable Insurance Products Fund III.
<PAGE>
6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                                    SUMMARY
 
                                THE GROUP POLICY
 
    The Group Policies, and the Certificates, offered by this Prospectus are
funded by 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 has 13 Investment Divisions dedicated to the Group Policies,
each of which invests solely in a corresponding Portfolio of the Funds.
 
   
    Depending upon the state of issuance of Your Certificate and the applicable
provisions of Your Certificate, Your initial Net Premium will, when Your
Certificate is issued, either be (1) invested in the Fidelity VIP Money Market
Investment Division during the right to examine period or (2) invested
immediately in Your chosen Investment Divisions, upon Our receipt thereof. IF
YOUR INITIAL NET PREMIUM IS INVESTED IMMEDIATELY IN YOUR CHOSEN INVESTMENT
DIVISIONS, YOU WILL BEAR FULL INVESTMENT RISK FOR ANY AMOUNTS ALLOCATED TO THE
INVESTMENT DIVISIONS DURING THE RIGHT TO EXAMINE PERIOD. Please note that this
automatic immediate investment feature only applies if Your Certificate so
specifies. Please check with Your agent to determine the status of Your
Certificate. You must fill out and send Us the appropriate form In Writing or
comply with other designated Hartford procedures if You would like to change how
subsequent Net Premiums are allocated. See "Allocation of Premium Payments,"
page 12.
    
 
    Pursuant to the Certificates, each selected Investment Division is credited
with Accumulation Units and each selected Investment Division's assets are
invested in the applicable underlying Portfolio. Subject to certain
restrictions, an Owner may transfer amounts among the available Investment
Divisions. See "Detailed Description of Certificate Benefits and Provisions --
Transfers Among Investment Divisions," page 14.
 
    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 "flexible premium" because, once the
desired level and pattern of the Death Benefit 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 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 fail to
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. See "Detailed Description of Certificate Benefits and
Provisions -- Loans," page 15.
 
                            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.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    7
- --------------------------------------------------------------------------------
 
    The front-end sales load covers expenses relating to the sale and
distribution of the Certificates and may be reduced for certain sales of the
Certificates under circumstances which result in savings of such sales and
distribution expenses. For more information concerning the front-end sales load,
see "Detailed Description of Certificate Benefits and Provisions -- Deductions
from Premium," page 18.
 
                         LIMITS ON FRONT-END SALES LOAD
 
    Certain insurance laws and regulations limit the front-end sales load which
can be assessed against the Certificates. The front-end sales load assessed in
the Certificates complies with these limitations.
 
                           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
 
    Hartford deducts 1.25% of each premium to cover a federal premium tax
assessed against Hartford. This charge is reasonable in relation to Hartford's
federal income tax burden, under Code Section 848, resulting from the receipt of
premiums. We will adjust the charge based on changes in the applicable tax law.
                             DEDUCTIONS AND CHARGES
                             FROM INVESTMENT VALUE
 
    As with many other types of insurance policies, each Certificate will have
an Investment Value. The Investment Value of the Certificate will increase or
decrease to reflect the investment experience of the chosen Investment
Divisions, deductions for the Monthly Deduction Amount and any amounts
transferred from the Investment Divisions into the Loan Account. There is no
minimum guaranteed Investment Value and the Owner bears the risk of the
investment in the underlying Portfolios. See "Detailed Description of
Certificate Benefits and Provisions -- Deductions and Charges from Investment
Value," page 18.
 
    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. If there is insufficient Investment
Value in the Charge Deduction Division:
 
(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 is selected, any amounts due will be taken
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; plus
 
(c) the charges for 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 "Deductions and Charges from Investment Value,"
page 18, and "Federal Tax Considerations," page 26.
 
                       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 1 through 10 at an
effective annual rate of .65% of the value of each Investment Division's assets
and for Coverage Years 11 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.
 
                           CHARGES AGAINST THE FUNDS
 
    The Separate Account purchases Fund shares at net asset value. The net asset
value of those shares reflects investment advisory fees and administrative and
other expenses deducted from the assets of the Portfolios. 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
Portfolios.
 
   
    The following table shows annual operating expenses after waivers or
reimbursements for 1997:
    
 
   
                      ANNUAL PORTFOLIO OPERATING EXPENSES
                        (as a percentage of net assets)
    
 
   
<TABLE>
<CAPTION>
                                                                   TOTAL
                                                                 OPERATING
                      MANAGEMENT             OTHER            EXPENSES (AFTER
                          FEE           EXPENSES (AFTER       WAIVERS AND/OR
PORTFOLIO NAME      (AFTER WAIVERS)     REIMBURSEMENTS)     REIMBURSEMENTS)(1)
- -----------------  -----------------  -------------------  ---------------------
<S>                <C>                <C>                  <C>
VIP High Income
 Portfolio (2)...          .590%               .120%                 .710%
VIP Equity-Income
 Portfolio(2)....         0.500%              0.080%                0.580%
VIP Money Market
 Portfolio(2)....          .210%               .100%                 .310%
</TABLE>
    
<PAGE>
 
8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                   TOTAL
                                                                 OPERATING
                      MANAGEMENT             OTHER            EXPENSES (AFTER
                          FEE           EXPENSES (AFTER       WAIVERS AND/OR
PORTFOLIO NAME      (AFTER WAIVERS)     REIMBURSEMENTS)     REIMBURSEMENTS)(1)
- -----------------  -----------------  -------------------  ---------------------
<S>                <C>                <C>                  <C>
VIP II Asset
 Manager
 Portfolio (2)...         0.550%              0.100%                0.650%
VIP III Growth
 Opportunities
 Portfolio(2)....         0.600%              0.140%                0.740%
Pegasus Bond Fund
 (3).............         0.400%              0.350%                0.750%
Pegasus Growth
 and Value Fund
 (3).............         0.600%              0.350%                0.950%
Pegasus Mid-Cap
 Opportunity Fund
 (3).............         0.600%              0.350%                0.950%
Pegasus Growth
 Fund (3)........         0.600%              0.350%                0.950%
Pegasus Intrinsic
 Value Fund (3)..         0.600%              0.350%                0.950%
Putnam VT
 International
 Growth Fund
 (4).............         0.730%              0.470%                1.350%
Putnam VT Vista
 Fund (4)........         0.650%              0.220%                1.020%
Putnam VT Voyager
 Fund (4)........         0.540%              0.050%                0.740%
</TABLE>
    
 
- ------------
 
   
(1) Management Fees generally represent the fees paid to the investment adviser
    or its affiliate for investment and administrative services provided. Other
    Expenses are expenses (other than Management Fees) which are deducted from
    the fund including legal, accounting and custodian fees. For complete
    description of the nature of the services provided in consideration of the
    operating expenses deducted, please see the Fund prospectuses.
    
   
(2) A portion of the brokerage commissions that certain Portfolios pay was used
    to reduce expenses. In addition, certain Portfolios have entered into
    arrangements with their custodian and transfer agent whereby interest earned
    on uninvested cash balances was used to reduce custodian and transfer agent
    expenses. Including these reductions, the Total Operating Expenses presented
    in the table would have been 0.710% for VIP High Income Portfolio, 0.570%
    for VIP Equity-Income Portfolio, 0.640% for VIP II Asset Manager Portfolio
    and 0.730% for VIP III Growth Opportunities Portfolio.
    
 
   
(3) Operating expenses of these Portfolios of the Pegasus Variable Funds reflect
    the management fee schedule that will be in effect for future periods
    combined with the historic or anticipated expense levels for the Portfolios.
    FCNIMCO has agreed to waive portions of the management fee through December
    31, 1998, in order to keep total portfolio operating expenses at the levels
    shown in the table. Absent such waivers, the Total Operating Expenses
    presented were 0.750%, 0.950%, 0.950%, 0.950%, 0.950% for Pegasus Bond Fund,
    Pegasus Growth and Value Fund, Pegasus Mid-Cap Opportunity Fund, Pegasus
    Growth Fund and Pegasus Intrinsic Value Fund, respectively.
    
 
   
(4) The Management Fees and Other Expenses shown in the table above do not
    reflect an expense limitation. After an expense limitation, Total Fund
    Operating Expenses for the Putnam VT International Growth Fund was 1.350%.
    
                                     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
15.
                      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 calendar 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 "The Right to
Examine the Certificate," page 18.
                                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 26.
 
    There are circumstances when the Certificate may become a Modified Endowment
Contract underFederal 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 26.
                                    HARTFORD
 
    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. Effective on January 1, 1998, Hartford's
name changed from ITT Hartford Life and Annuity Insurance Company 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
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    9
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Company, one of the largest multiple lines insurance carriers in the United
States. Hartford is ultimately controlled by The Hartford Financial Services
Group, Inc., a Delaware corporation.
    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 investment performance of the
Sub-Accounts. The ratings apply to Hartford's ability to meet its insurance
obligations, including those described in this Prospectus.
                              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 13 Investment Divisions dedicated to the Group
Policies, each of which invests solely in a corresponding Portfolio of the
Funds. Additional Investment Divisions may be established at the discretion of
Hartford. The Separate Account may include other divisions which will not be
available under the Group Policies.
                                   THE FUNDS
 
                                    GENERAL
 
    The shares of the Portfolios are sold by the Funds to the Separate Account.
The assets of the Separate Account attributable to the Group Policies are
invested exclusively in the Investment Divisions. An Owner may allocate Net
Premium payments among the Investment Divisions. Owners should review the brief
descriptions of the investment objectives of each of the Portfolios in
connection with that allocation. See "The Funds -- The Portfolios," page 10.
 
    Each Fund continually issues an unlimited number of full and fractional
shares of beneficial interest in the relevant Portfolios. In addition to being
offered to the Separate Account, each Fund's shares are or may be offered to
other separate accounts funding variable annuity contracts and variable life
insurance policies issued by Hartford or its affiliates and to separate accounts
of other insurance companies. It is conceivable that in the future it may become
disadvantageous for both variable annuity and variable life insurance separate
accounts or for separate accounts of other life insurance companies to invest in
shares of the Funds simultaneously. Although neither Hartford nor any of the
Funds currently foresee any such disadvantage, each Fund's Board of Trustees
will monitor events in order to identify any material conflict between different
variable annuity and variable life owners and to determine what action, if any,
should be taken in response thereto, including the possible withdrawal of the
Separate Account's participation in any of the Funds. Material conflicts could
result from such things as (1) changes in state insurance law, (2) changes in
federal income tax law, (3) changes in the investment management of any
Portfolio of the Funds, or (4) differences between voting instructions given by
variable annuity and variable life owners. If the Boards of Trustees were to
conclude that separate underlying funds should be established for variable
annuity and variable life insurance separate accounts, Hartford will bear the
attendant expenses.
 
    All investment income of, and other distributions to, each Investment
Division arising from the applicable Portfolio are reinvested in shares of that
Portfolio at net asset value. Hartford will purchase Portfolio shares in
connection with Net Premium payments allocated to the applicable Investment
Division in accordance with Owners' instructions and will redeem Portfolio
shares to meet obligations under the Group Policies and the Certificates or make
adjustments in reserves, if any. The Funds are required to redeem Portfolio
shares at net asset value and generally to make payment within seven (7)
calendar days.
 
    Applicants should read each of the Fund prospectuses accompanying this
Prospectus in connection with the purchase of a Certificate.
<PAGE>
10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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VARIABLE INSURANCE PRODUCTS FUND ("VIP"),
VARIABLE INSURANCE PRODUCTS FUND II ("VIP II")
AND VARIABLE INSURANCE PRODUCTS FUND III ("VIP III") (EACH,
A "FIDELITY FUND" AND COLLECTIVELY, THE "FIDELITY FUNDS").
 
    The Separate Account currently invests in the Fidelity Funds. The Fidelity
Funds are diversified, open-end management investment companies organized as
Massachusetts business trusts by Fidelity Management & Research Company ("FMR")
and registered under the 1940 Act. The Fidelity Funds consist of several
investment portfolios, including VIP Equity-Income Portfolio, VIP High Income
Portfolio, VIP Money Market Portfolio, VIP II Asset Manager Portfolio, and VIP
III Growth Opportunities Portfolio, which are available as part of Pegasus
Provider.
 
    Each Fidelity Fund is composed of multiple classes of shares with a common
investment objective and investment portfolio. The original class ("Original
Class") of shares is offered at net asset value and is not subject to a 12b-1
fee. The service class ("Service Class") shares are offered at net asset value
and are subject to a 12b-1 fee. Each class of shares is offered through its own
prospectus. Service Class shares of VIP Equity-Income Portfolio, VIP High Income
Portfolio, VIP II Asset Manager Portfolio, and VIP III Growth Opportunities
Portfolio and Original Class shares of VIP Money Market Portfolio are available
under the Group Policy.
    The Fidelity Funds are each managed by FMR. FMR is one of America's largest
investment management organizations. It is composed of a number of different
companies, which provide a variety of financial services and products. FMR is
the original Fidelity company, founded in 1946. It provides a number of mutual
funds and other clients with investment research and portfolio management
services.
 
PEGASUS VARIABLE FUNDS
 
    The Separate Account currently invests in shares of the Pegasus Variable
Funds, a diversified open-end management investment company registered under the
1940 Act and organized as a Delaware business trust. The Pegasus Variable Funds
consists of seven series, including Pegasus Bond Fund, Pegasus Growth and Value
Fund, Pegasus Mid-Cap Opportunity Fund, Pegasus Growth Fund and Pegasus
Intrinsic Value Fund, which are available as part of Pegasus Provider.
 
    First Chicago NBD Investment Management Company ("FCNIMCO") is the
investment adviser to Pegasus Variable Funds. FCNIMCO is a wholly-owned
subsidiary of The First National Bank of Chicago, which, in turn, is a
wholly-owned subsidiary of First Chicago NBD Corporation, a registered bank
holding company. Included among FCNIMCO's accounts are pension and
profit-sharing funds for major corporations and state and local governments,
commingled trust funds and a variety of institutional and personal advisory
accounts, estates and trusts, either directly or through investment services
provided through its bank affiliates. FCNIMCO also acts as investment adviser
for other registered investment companies and investment company portfolios.
 
PUTNAM VARIABLE TRUST
 
    The Separate Account currently invests in shares of Putnam Variable Trust, a
diversified open-end management investment company registered under the 1940 Act
and organized as a Massachusetts business trust. Putnam Variable Trust consists
of sixteen funds, including Putnam VT International Growth Fund, Putnam VT Vista
Fund and Putnam VT Voyager Fund, which are available as part of Pegasus
Provider.
 
    Putnam Investment Management, Inc. ("Putnam Management") serves as the
investment manager of Putnam Variable Trust. An affiliate, The Putnam Advisory
Company, Inc., manages domestic and foreign institutional accounts and mutual
funds. Another affiliate, Putnam Fiduciary Trust Company, provides investment
advice to institutional clients under its banking and fiduciary policies. Putnam
Management and its affiliates are wholly-owned subsidiaries of Marsh & McLennan
Companies, Inc., a publicly owned holding company whose principal businesses are
international insurance brokerage and employee benefit consulting.
 
                                 THE PORTFOLIOS
 
 VIP HIGH INCOME PORTFOLIO
 
    VIP High Income Portfolio seeks high current income primarily through
investments in all types of income-producing debt securities, preferred stocks
and convertible securities. Although the Portfolio has no limits on the quality
and maturity of its investments, its strategy typically leads to longer-term,
lower-quality, fixed-income securities. These domestic and foreign investments
may present the risk of default or may be in default.
 
 VIP EQUITY-INCOME PORTFOLIO
 
    VIP Equity-Income Portfolio seeks reasonable income by investing primarily
in income-producing equity securities. In choosing these securities, the
Portfolio will also consider the potential for capital appreciation. This
Portfolio's goal is to achieve a yield which exceeds the composite yield on the
securities comprising the Standard & Poor's Composite Index of 500 Stocks
(commonly referred to as "S&P 500"). The Portfolio may invest in high yielding,
lower-rated securities (commonly referred to as "junk bonds") which are subject
to greater risk than investments in higher-rated securities.
 
 VIP MONEY MARKET PORTFOLIO
 
    VIP Money Market Portfolio seeks as high a level of current income as is
consistent with preserving capital and providing liquidity. The Portfolio will
invest only in high-quality U.S. dollar denominated money market instruments
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
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of domestic and foreign issuers. An investment in the Portfolio is not insured
or guaranteed by the U.S. Government, and there can be no assurance that the
Portfolio will maintain a stable asset value per share of $1.00.
 
 VIP II ASSET MANAGER PORTFOLIO
 
    VIP II Asset Manager Portfolio seeks high total return with reduced risk
over the long-term by allocating its assets among domestic and foreign stocks,
bonds and short-term instruments.
 
 VIP III GROWTH OPPORTUNITIES PORTFOLIO
 
    VIP III Growth Opportunities Portfolio seeks to provide capital growth by
investing primarily in common stocks and securities convertible into common
stocks. The Portfolio also has the ability to purchase other securities, such as
preferred stock and bonds, that may produce capital growth, and may invest in
foreign securities without limitation.
 
 PEGASUS BOND FUND
 
   
    Pegasus Bond Fund seeks to maximize total rate of return by investing
predominantly in intermediate and long-term debt securities.
    
 
 PEGASUS GROWTH AND VALUE FUND
 
   
    Pegasus Growth and Value Fund seeks long-term capital growth, with income as
a secondary consideration. In seeking to achieve its objective, this Fund will
invest primarily in equity securities of larger companies that are attractively
priced relative to their growth potential.
    
 
 PEGASUS MID-CAP OPPORTUNITY FUND
 
   
    Pegasus Mid-Cap Opportunity Fund seeks long-term capital appreciation. In
seeking to achieve its objective, this Fund will invest primarily in equity
securities of companies with intermediate market capitalizations.
    
 PEGASUS GROWTH FUND
 
   
    Pegasus Growth Fund seeks long-term capital appreciation. In seeking to
achieve its objective, this Fund will invest primarily in equity securities of
domestic issuers believed by FCNIMCO to have above-average growth
characteristics.
    
 
 PEGASUS INTRINSIC VALUE FUND
 
   
    Pegasus Intrinsic Value Fund seeks long-term capital appreciation. In
seeking to achieve its objective, this Fund will invest primarily in equity
securities believed by FCNIMCO to represent a value or potential worth which is
not fully recognized by prevailing market prices.
    
 
 PUTNAM VT INTERNATIONAL GROWTH FUND
 
    Putnam VT International Growth Fund seeks capital appreciation by investing
primarily in equity securities of companies located in countries other than the
United States.
 
 PUTNAM VT VISTA FUND
 
    Putnam VT Vista Fund seeks capital appreciation by investing in a
diversified portfolio of common stocks which Putnam Management believes have the
potential for above-average capital appreciation.
 
 PUTNAM VT VOYAGER FUND
 
    Putnam VT Voyager Fund seeks capital appreciation by investing primarily in
common stocks of companies that Putnam Management believes have potential for
capital appreciation that is significantly greater than that of market averages.
 
    There is no assurance that any Portfolio will achieve its stated objectives.
Owners are also advised to read the prospectuses for each of the Funds
accompanying this Prospectus for more detailed information. Each Fund is subject
to certain investment restrictions which may not be changed without the approval
of a majority of the shareholders of the Fund. See the accompanying prospectuses
for each of the Funds.
                              DETAILED DESCRIPTION
                            OF CERTIFICATE BENEFITS
                                 AND PROVISIONS
 
                                    GENERAL
 
    This Prospectus describes a flexible premium group variable life insurance
policy where the Owner has considerable flexibility in selecting the timing and
amount of premium payments.
                           ISSUANCE OF A CERTIFICATE
 
    Certificates will only be offered to eligible employees when provided by the
Participating Employer. Individuals wishing to purchase a Certificate must
complete an Enrollment Form In Writing, which must be received by Our Customer
Service Center before a Certificate will be issued. A Certificate will not be
issued with a specified Face Amount of less than the minimum Face Amount.
Acceptance is subject to Hartford's underwriting rules then in effect. Hartford
reserves the right to reject an Enrollment Form for any reason permitted by law.
 
    There are two circumstances under which a Certificate may be issued with a
backdated Coverage Date. The first involves Group Policy rollovers from Section
1035 exchanges under the Code. Backdating will occur in order to prevent a gap
in coverage under the Certificate. Charges and deductions (other than those of
the Portfolios) will be made for the period the Coverage Date is backdated;
however, the Owner will not experience investment return during that time.
<PAGE>
12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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    Backdating will also occur when an application accompanied by the Initial
Premium is received by Us but issuance of a Certificate is subject to Our
insurance underwriting requirements. The initial Net Premium will be allocated
to the Fidelity VIP Money Market Investment Division during the underwriting
period. See "Premiums -- Allocation of Premium Payments" below. If the Insured
meets Our underwriting requirements, a Certificate will be issued with a
backdated Coverage Date. Charges and deductions (other than those of the
Portfolios) will be made for the backdated period. If the Insured does not meet
Our underwriting requirements, no Certificate will be issued and no coverage
will have been in effect. A conditional receipt will be given to the applicant
reflecting receipt of the Initial Premium and outlining any interim coverage in
effect until the Certificate is either issued or declined.
    
    Backdating may only be permitted in certain states.
                                    PREMIUMS
 
PREMIUM PAYMENT FLEXIBILITY
 
    A significant feature of the Certificate is that once the desired level and
pattern of the Death Benefit have been determined, the Owner has considerable
flexibility in the selection of the timing and amount of premiums to be paid and
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, as set forth in the Certificate, is due on the
Coverage Date. Unless determined otherwise by Hartford, the amount of the
minimum Initial Premium is the amount which, after the deductions for sales
load, state premium tax, and DAC tax charge, is sufficient (disregarding
investment performance) to pay twelve (12) times the first Monthly Deduction
Amount. Thereafter, additional premiums may be paid at any time, subject to the
premium limitations set forth by the Code as indicated in the section entitled
"Premium Limitation," page 13. 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 when Your Certificate
is issued to the Fidelity VIP 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 Fidelity VIP Money Market Investment Division if it
is selected as an initial allocation option). This later date is the later of
ten (10) calendar days after We receive the Initial Premium and the date We
receive the final requirement to put the Certificate in force. The Certificates
are credited with units ("Accumulation Units") in each selected Investment
Division, the assets of which are invested in the corresponding underlying
Portfolio. An Owner may transfer funds among the Investment Divisions subject to
certain restrictions. See "Detailed Description of Certificate Benefits and
Provisions -- Transfers Among Investment Divisions," page 14. Any additional
premiums received by Us prior to such date will be allocated to the Fidelity VIP
Money Market Investment Division.
 
    Alternatively, if the state of issue of Your Certificate provides for Our
return of the Certificate's Cash Value to the Owner, We will allocate the
initial Net Premium immediately among Your chosen Investment Divisions. In that
case You will bear full investment risk for any amounts allocated to the
Investment Divisions during the right to examine period. (Please note that this
automatic immediate investment feature only applies if Your Certificate so
specifies. Please check with Your agent to determine the status of Your
Certificate.)
 
    Upon written request, You may change the premium allocation. Portions
allocated to the Investment Divisions must be whole percentages of 5% or more.
Subsequent Net Premiums will be allocated among Investment Divisions according
to Your most recent instructions, subject to the following. If We receive a
premium and Your most recent allocation instructions would violate the 5%
requirement, We will allocate the Net Premium among the Investment Divisions
according to Your previous premium allocation. If the asset rebalancing option
is in effect, Net Premiums will be allocated accordingly until that option is
terminated. See "Transfers Among Investment Divisions -- Asset Rebalancing,"
page 14.
 
    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 on the Enrollment Form is shown in the Certificate. In addition, every
transactional confirmation generated after a premium payment is received will
show how that premium has been allocated. A Certificate's annual statement will
also summarize 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 Fidelity VIP
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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
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particular Investment Division next computed following receipt of the payment.
 
ACCUMULATION UNIT VALUES
 
    The Accumulation Unit value for each Investment Division will vary daily to
reflect the investment experience of the applicable Portfolio, as well as the
daily deduction for mortality and expense risks, and will be determined on each
Valuation Day by multiplying the Accumulation Unit value of the particular
Investment Division on the preceding Valuation Day by a net investment factor
for that Investment Division for the Valuation Period then ended. The net
investment factor for each of the Investment Divisions is equal to the net asset
value per share of the corresponding Portfolio at the end of the Valuation
Period (plus the per share amount of any dividend or capital gain distributions
paid by that Portfolio in the Valuation Period then ended) divided by the net
asset value per share of the corresponding Portfolio at the beginning of the
Valuation Period, less the daily deduction for the mortality and expense risks
assumed by Hartford.
 
    All valuations in connection with a Certificate, e.g., with respect to
determining Cash Value and Investment Value, or calculating the Death Benefit,
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 Code, We will
refund the excess premium payments. We will refund such premium payments and
interest thereon within sixty (60) days after the end of a Coverage Year.
 
    A premium payment that results in an increase in the Death Benefit greater
than the amount of the premium will be accepted only after We approve evidence
of insurability.
                          VALUES UNDER THE CERTIFICATE
 
    As with traditional life insurance, each Certificate will have a Cash
Surrender Value. The Cash Surrender Value is equal to the Cash Value, less Debt,
less any charges accrued but not deducted. There is no minimum guaranteed Cash
Surrender Value. The Cash Value equals the value in the Investment Divisions
plus the Loan Account Value.
 
    Each Certificate will also have an Investment Value. The Investment Value of
a Certificate changes on a daily basis and will be computed on each Valuation
Day. The Investment Value will vary to reflect the investment experience of the
Investment Divisions, Monthly Deduction Amounts and any amounts transferred to
the Loan Account to secure a Loan.
 
   
    The Investment Value of a particular Certificate is related to the net asset
value of the Portfolios associated with the Investment Divisions to which Net
Premiums on the Certificate have been allocated. The total Investment Value in
the Investment Divisions on any Valuation Day is calculated by multiplying the
number of Accumulation Units in each Investment Division as of the Valuation Day
by the current Accumulation Unit value of that Investment Division and then
summing the result for all the Investment Divisions. The Investment Value equals
the sum of the values of the assets in the Investment Divisions. See "Premiums
- -- Accumulation Unit Values," page 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 charge for processing partial withdrawals which is the
lesser of 2% of the amount withdrawn or $25.00. 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 Benefit payable. If Death Benefit Option A is in
<PAGE>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
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 26.
                      TRANSFERS AMONG 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, without charge, up to twelve (12) times
per Coverage Year. Transfers in excess of twelve (12) per Coverage Year will be
subject to a charge of $50 per transfer deducted from the amount of the
transfer. 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 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. Hartford reserves the right in the future to impose additional
restrictions on transfers.
 
TRANSFERS TO OR FROM INVESTMENT DIVISIONS
 
    In the event of a transfer from an Investment Division, the number of
Accumulation Units credited to the Investment Division from which the transfer
is made will be reduced. The reduction will be determined by dividing:
 
1.  the amount transferred by,
 
2.  the Accumulation Unit value for that Investment Division on the Valuation
    Day We receive Your request for transfer In Writing.
 
    In the event of a transfer to an Investment Division, We will increase the
number of Accumulation Units credited thereto. The increase will equal:
 
1.  the amount transferred divided by,
 
2.  the Accumulation Unit value for that Investment Division determined on the
    Valuation Day We receive Your request for transfer In Writing.
 
ASSET REBALANCING
 
    Subject to Our rules then in effect, an Owner may authorize Hartford to
automatically reallocate Investment Value periodically in order to maintain a
particular percentage allocation among the Investment Divisions as selected by
the Owner ("Asset Rebalancing"). The Investment Value held in each Investment
Division will increase or decrease in value at different rates during the
relevant period. Asset Rebalancing is intended to reallocate Investment Value
from those Investment Divisions that have increased in value to those that have
decreased in value.
 
    To elect Asset Rebalancing, a request In Writing must be received by
Hartford. If Asset Rebalancing is elected, all Investment Value must be included
in the automatic reallocation. The percentages selected under Asset Rebalancing
will override any prior percentage allocations chosen by the Owner and all
future Net Premiums will be allocated accordingly. Once elected, an Owner may
instruct Hartford In Writing at any time to terminate the option. In addition,
any transfer made outside of Asset Rebalancing will terminate the option.
 
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 generally pay Death Proceeds, Cash Surrender Values, partial
withdrawals, and Loan amounts attributable to the Investment Divisions within
seven (7) calendar days
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
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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.
 
PROCESSING OF TRANSACTIONS
 
   
    Generally, transactions initiated by an Owner will be processed only on a
Valuation Day. Requests received by Hartford on a Valuation Day before the close
of trading on the NYSE (generally 4:00 p.m. Eastern Time) will be processed as
of that day, except as otherwise provided in this Prospectus. Those requests
received after the close of the NYSE will be processed as of the next Valuation
Day.
    
                                     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 on 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 the
greater of 5% and the Published Monthly Average for the calendar month two
months prior to the date on which the Adjustable Loan Interest Rate is
determined. The Published Monthly Average means the "Moody's Corporate Bond
Yield Average -- Monthly Average Corporate" as published by Moody's Investors
Service, Inc. or any successor to that service. If that monthly average is no
longer published, a substitute average will be used.
 
CREDITED INTEREST
 
    Amounts in the Loan Account for Coverage Years 1 through 10 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 11 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 thirty-one (31) calendar days after We have mailed
notice to Your last known address and that of any assignees of record. If
sufficient Loan repayment is not made by the end of this 31-day period, the
Certificate will end without value.
 
EFFECT OF LOANS ON INVESTMENT VALUE
 
    A Loan, whether or not repaid, will have a permanent effect on the
Investment Value because the investment results of each Investment Division will
apply only to the amount remaining in such Investment Divisions. The longer a
Loan is outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If the Investment Divisions earn more than the annual
interest rate for funds held in the Loan Account, an Owner's Investment Value
will not increase as rapidly as it would have had no Loan been made. If the
Investment Divisions earn less than the Loan Account, the Owner's Investment
Value will be greater than it would have been had no Loan been made. Also, if
not repaid, the aggregate amount of outstanding Debt will reduce the Death
Proceeds and Cash Surrender Value otherwise payable.
                                 DEATH BENEFIT
 
    As long as the Certificate remains in force, the Certificate provides for
the payment of the Death Proceeds to the named Beneficiary when the Insured
under the Certificate dies. The Death Proceeds payable to the Beneficiary equal
the Death Benefit less any Debt outstanding under the Certificate plus any rider
benefits payable. The Death Benefit depends on the Death Benefit option You
select and is determined as of the date of the death of the Insured.
 
MINIMUM DEATH BENEFIT TESTING PROCEDURES
 
    Section 7702 of the Code defines alternative testing procedures, the
guideline premium test ("GPT") and the cash value accumulation test ("CVAT") in
order to meet the definition of life insurance under the Code. See "Federal Tax
Considerations -- Income Taxation of Certificate Benefits." Each Certificate
must qualify under either the GPT or the CVAT. Prior to issue, the Owner chooses
the procedure under which a Certificate will qualify. Once either the GPT or the
CVAT is chosen to test a Certificate, it cannot be changed while the Certificate
is in force.
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16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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    Under both testing procedures, there is a minimum Death Benefit required at
all times equal to the Variable Insurance Amount. The factors used to determine
the Variable Insurance Amount depend on the testing procedure chosen and are set
forth in the Certificate.
 
    Under the GPT, there is also a maximum amount of premium which may be paid
with respect to each Certificate.
 
   
    Use of the CVAT can be advantageous if an Owner intends to maximize the
total amount of premiums paid under a Certificate. An offsetting consideration,
however, is that the factors used to determine the Variable Insurance Amount are
higher under the CVAT, which can result in a higher Death Benefit over time and
thus, a higher total cost of insurance.
    
 
DEATH BENEFIT OPTIONS
 
    Regardless of the minimum death benefit testing procedure chosen, there are
two Death Benefit options: Death Benefit Option A and Death Benefit Option B.
 
1.  Under 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.
 
    Hartford will make any other arrangements for income payments as may be
agreed on.
 
LEGAL DEVELOPMENTS REGARDING INCOME PAYMENTS
 
    In those states affected by the 1983 Supreme Court decision in Arizona
Governing Committee v. Norris, income payment options involving life income are
based on unisex
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
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actuarial tables. In addition, legislation has previously been introduced in
Congress which, had it been enacted, would have required the use of tables that
do not vary on the basis of sex for some or all annuities. Currently, several
states have enacted such laws.
 
BENEFICIARY
 
    The Owner names the Beneficiary in the Enrollment Form for the Certificate.
The Owner may change the Beneficiary (unless irrevocably named) during the
Insured's lifetime by written request to Hartford. If no Beneficiary is living
when the Insured dies, the Death Proceeds will be paid to the Owner if living;
otherwise to the Owner's estate.
 
INCREASES AND DECREASES IN FACE AMOUNT
 
    The minimum Face Amount of the Certificate is $50,000. At any time after
purchasing a Certificate, the Owner may request a change in the Face Amount by
making a request In Writing to Hartford and directing such request to Hartford's
Customer Service Center.
 
    All requests to increase the Face Amount must be applied for on a new
Enrollment Form. All requests will be subject to evidence of insurability
satisfactory to 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 twelve (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 his or her last known address,
at least fifteen (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 will follow the date We mail notice to the Owner 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 thirty-one (31) calendar 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 (i) the Group Policy is
terminated (see "Termination of Participation in the Group Policy" above) or
(ii) the Certificate has been surrendered for cash, the Certificate may be
reinstated prior to the Maturity Date, provided:
 
(a) you make Your request within three (3) years of the date of lapse; and
 
(b) satisfactory evidence of insurability is submitted.
 
    To reinstate Your Certificate, you must remit a premium payment large enough
to keep the coverage under the Certificate in force for at least three (3)
months
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18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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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 Hartford. 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 ten
(10) calendar days after delivery of the Certificate to the Owner, Hartford will
return either (i) the total amount of premiums or (ii) the Cash Value plus
charges deducted under the Certificate to the Owner within seven (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 Fidelity VIP 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 PREMIUM
 
    Before allocating the Net Premium to the Investment Divisions, a deduction
as a percentage of premium is made for the front-end sales load, premium taxes
and the DAC tax charge. The amount of each premium allocated to the Investment
Divisions is Your Net Premium.
 
FRONT-END SALES LOAD
 
    The current 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 in 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
 
    Hartford deducts 1.25% of each premium to cover a federal premium tax
assessed against Hartford. This charge is reasonable in relation to Hartford's
federal income tax burden, under Section 848 of the Code, resulting from the
receipt of premiums. We will adjust this charge based on changes in the
applicable tax law.
 
                             DEDUCTIONS AND CHARGES
                             FROM INVESTMENT VALUE
 
MONTHLY DEDUCTION AMOUNT
 
    On the Coverage Date and on each subsequent Processing Date, Hartford will
deduct 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
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to month. It 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
 
(c) the charges for additional benefits provided by rider, if any.
 
    (A) 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.
 
    (B) 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.
 
    (C) Rider Charge
 
      If the Certificate includes riders, a charge is deducted from the
    Investment Value on each Processing Date. The charge applicable to a rider
    is specified on the rider and is to compensate Hartford for the anticipated
    cost of providing the benefits thereunder.
 
      The riders available are described on page 21 under "Supplemental
    Benefits."
 
                       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 1 through 10 at an
effective annual rate of .65% of the value of each Investment Division's assets
and for Coverage Years 11 and later at an effective annual rate of .50% of an
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.
    
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20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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    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 Portfolios should no longer be available for investment, or if, in
the judgment of Hartford's management, further investment in shares of any
Portfolio should become inappropriate in view of the purposes of the Group
Policies, Hartford may substitute shares of another Portfolio for shares already
purchased, or to be purchased in the future, under the Group Policies. No
substitution of securities will take place without notice to and consent of
Owners and without prior approval of the SEC to the extent required by the 1940
Act. Subject to Owner approval, if required, 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.
 
                                 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
"Detailed Description of Certificate Benefits and Provisions -- Loans," page 15)
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 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.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
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    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 Life and Annuity
Insurance Company or any part of it. We may allow the Separate Account and other
entities to use Our name or part of it, but We may also withdraw this right.
 
                              STATEMENTS TO OWNERS
 
    We will send You a statement at least once each Coverage Year, showing:
 
(a) the current Cash Value, Cash Surrender Value and Face Amount;
 
(b) the premiums paid, Monthly Deduction Amounts and Loans since the last
    report;
 
(c) the amount of any outstanding Debt;
 
(d) notifications required by the provisions of the Certificate; and
(e) any other information required by the Insurance Department of the State
    where the Certificate was delivered.
 
                           LIMIT ON RIGHT TO CONTEST
 
    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 may in the future be included in a
Certificate, subject to the restrictions and limitations set forth therein.
 
                         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 26.
 
<PAGE>
22                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                        EXECUTIVE OFFICERS AND DIRECTORS
 
<TABLE>
<CAPTION>
                                         POSITION WITH HARTFORD;              OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                        YEAR OF ELECTION                        FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  -----------------------------------------------------------
<S>                               <C>                                    <C>
Bossen, Wendell J., 64            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.
Boyko, Gregory A., 46             Senior Vice President, Chief           Vice President & Controller (1995-1997), Hartford; Director
                                  Financial Officer &                      (1997-Present); Senior Vice President, Chief Financial
                                  Treasurer, 1997                          Officer & Treasurer (1997-Present); Vice President &
                                  Director, 1997*                          Controller (1995-1997), 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.
Cummins, Peter W., 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);
                                                                           Senior Vice President (1997-Present); Vice President
                                                                           (1989-1997), Hartford Life Insurance Company.
deRaismes, Ann M., 47             Senior Vice President, 1997            Vice President (1994-1997), Hartford; Senior Vice President
                                  Director of Human Resources,             (1997-Present); Vice President (1994-1997); Assistant
                                  1994                                     Vice President (1992-1994); Director of Human Resources
                                                                           (1991-Present), Hartford Life and Accident Insurance
                                                                           Company; Senior Vice President (1997-Present); Vice
                                                                           President (1994-1997); Assistant Vice President
                                                                           (1992-1994); Director of Human Resources (1991-Present),
                                                                           Hartford Life Insurance Company; Vice President, Human
                                                                           Resources (1997-Present), Hartford Life, Inc.
Dooley, James R., 61              Vice President, 1993                   Director, Information Services (1973-1997), Hartford Life
                                                                           Insurance Company.
Fitch, Timothy M., 45             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.
Foy, David T., 31                 Vice President, 1998                   Assistant Vice President (1995-1998), Hartford; Vice
                                                                           President (1998-Present); Assistant Vice President
                                                                           (1995-1998), Hartford Life Insurance Company.
</TABLE>
<PAGE>
 
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 5 YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  -----------------------------------------------------------
<S>                               <C>                                    <C>
Garrett, J. Richard, 53           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.
Gillette, Donald J., 52           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.
Godfrey, III, William A., 41      Senior Vice President, 1997            Senior Vice President (1997-Present), Hartford; Senior Vice
                                                                           President (1997-Present), Hartford Life and Accident
                                                                           Insurance Company; Vice President Information Technology
                                                                           (1997-Present), Hartford Life, Inc.
Godkin, Lynda, 44                 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); Corporate
                                  Director, 1997*                          Secretary (1995-Present); Associate General Counsel
                                                                           (1995-1996); Assistant General Counsel and Secretary
                                                                           (1994-1995); Counsel (1990-1994), Hartford Life and
                                                                           Accident Insurance 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.
Grady, Lois W., 53                Senior Vice President, 1998            Senior Vice President (1998-Present); Vice President
                                  Vice President, 1994                     (1993-1997); Assistant Vice President (1987-1993),
                                                                           Hartford Life and Accident Insurance Company; Senior Vice
                                                                           President (1998-Present); Vice President (1993-1997);
                                                                           Assistant Vice President (1987-1993), Hartford Life
                                                                           Insurance Company.
Graham, Christopher, 47           Vice President, 1997
Hunt, Mark E., 37                 Vice President, 1998                   Assistant Vice President (1997-1998), Hartford; Vice
                                                                           President (1998-Present), Hartford Life and Accident
                                                                           Insurance Company.
Joyce, Stephen T., 39             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.
Keeler, Michael D., 37            Vice President, 1998                   Vice President (1998-Present); Hartford Life and Accident
                                                                           Insurance Company.
</TABLE>
<PAGE>
 
24                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                         POSITION WITH HARTFORD;              OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                        YEAR OF ELECTION                        FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  -----------------------------------------------------------
<S>                               <C>                                    <C>
Kerzner, Robert A., 46            Senior Vice President, 1998            Senior Vice President (1998-Present); Vice President
                                  Vice President, 1997                     (1994-1998), Hartford; Senior Vice President
                                                                           (1998-Present); Vice President (1994-1997); Regional Vice
                                                                           President (1991-1994), Hartford Life Insurance Company.
Levenson, David N., 31            Vice President, 1998                   Assistant Vice President (1997-1998), Hartford.
Malchodi, Jr., William B., 50     Vice President, 1994                   [Director of Taxes (1992-1998), Hartford;] Vice President
                                  Director of Taxes, 1992 [delete?]        (1994-Present); Director of Taxes (1992-[1998] Present),
                                                                           Hartford Life and Accident Insurance Company; Vice
                                                                           President (1994-Present); Director of Taxes
                                                                           (1991-Present), Hartford Life Insurance Company.
Marra, Thomas M., 38              Executive Vice President, 1996         Senior Vice President (1993-1996); Director of Individual
                                  Director, Individual Life                Annuities (1991-1993), Hartford; Director (1994-Present);
                                  and Annuity Division, 1993               Executive Vice President (1995-Present); Director,
                                  Director, 1994*                          Individual Life and Annuity Division (1994-Present);
                                                                           Senior Vice President (1994-1995); Vice President
                                                                           (1989-1994); Actuary (1987-1997), Hartford Life and
                                                                           Accident Insurance Company; Director (1994-Present);
                                                                           Executive Vice President (1995-Present); Director,
                                                                           Individual Life and Annuity Division (1994-Present);
                                                                           Senior Vice President (1994-1995); Vice President
                                                                           (1989-1994); Actuary (1987-1995), Hartford Life Insurance
                                                                           Company; Executive Vice President, Individual Life and
                                                                           Annuities (1997-Present), Hartford Life, Inc.
Matthieson, Steven L., 53         Vice President, 1984                   Director of New Business (1984-1997), Hartford.
O'Halloran, C. Michael, 51        Vice President, 1997                   Vice President (1997-Present), Hartford Life and Accident
                                                                           Insurance Company; 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.
O'Sullivan, Daniel E., 43         Vice President, 1998                   Vice President (1998-Present), Hartford; Vice President
                                                                           (1988-Present), Hartford Life Insurance Company.
Raymond, Craig R., 37             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 (1995-Present);
                                                                           Vice President (1993-1997); Actuary (1990-1995), Hartford
                                                                           Life and Accident Insurance Company; 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.
Schrandt, David T., 50            Vice President, 1987                   Treasurer (1987-1997); Controller (1987-1997), Hartford.
</TABLE>
<PAGE>
 
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   25
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                         POSITION WITH HARTFORD;              OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                        YEAR OF ELECTION                        FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  -----------------------------------------------------------
<S>                               <C>                                    <C>
Smith, Lowndes A., 58             President, 1989                        Chief Operating Officer (1989-1997), Hartford; Director
                                  Chief Executive Officer, 1997            (1981-Present); President (1989-Present); Chief Executive
                                  Director, 1985*                          Officer (1997-Present); Chief Operating Officer
                                                                           (1989-1997), Hartford Life and Accident Insurance
                                                                           Company; Director (1981-Present); President
                                                                           (1989-Present), Chief Executive Officer (1997-Present);
                                                                           Chief Operating Officer (1989-1997), Hartford Life
                                                                           Insurance Company; Chief Executive Officer and President
                                                                           and Director (1997-Present), Hartford Life, Inc.
Welsh, Walter C., 51              Senior Vice President, 1997            Senior Vice President (1997-Present); Vice President
                                                                           (1994-1997); Assistant Vice President (1992-1995),
                                                                           Hartford Life and Accident Insurance Company; Senior Vice
                                                                           President (1997-Present); Vice President (1995-1997);
                                                                           Assistant Vice President (1992-1995), Hartford Life
                                                                           Insurance Company; Vice President, Government Affairs
                                                                           (1997-Present), Hartford Life, Inc.
Znamierowski, David M., 38        Senior Vice President, 1997            Director (1998-Present); Senior Vice President
                                  Director, 1998                           (1997-Present), Hartford Life and Accident Insurance
                                                                           Company; Director (1998-Present); 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
                                                                           Company.
- ---------
 * Denotes date of election to Board of Directors of Hartford.
** Affiliated Company of The Hartford Financial Services Group, Inc.
</TABLE>
 
    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 POLICY
 
    Hartford intends to sell the Group Policy in all jurisdictions where it is
licensed to do business. The Group Policy 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 Policy. 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, service fees and asset-based trail commissions 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.
 
   
    Broker-dealers or financial institutions are compensated according to a
schedule set forth by HESCO and any applicable rules or regulations for variable
insurance compensation. Compensation is generally based on premium payments made
by policyholders or contract owners. This compensation is usually paid from the
sales charges described in this Prospectus.
    
 
   
    In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided.
    
<PAGE>
26                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
HESCO, its affiliates or Hartford may also make compensation arrangements with
certain broker-dealers or financial institutions based on total sales by the
broker-dealer or financial institution of insurance products. These payments,
which may be different for different broker-dealers or financial institutions,
will be made by HESCO, its affiliates or Hartford out of their own assets and
will not affect the amounts paid by the policyholders or contract owners to
purchase, hold or surrender variable insurance products.
    
 
                          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.
 
                           FEDERAL TAX CONSIDERATIONS
 
                                    GENERAL
 
    SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE OWNER INVOLVED AND THE TYPE OF PLAN UNDER WHICH THE
GROUP POLICY IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A GROUP POLICY DESCRIBED
HEREIN.
 
    It should be understood that any detailed description of the Federal income
tax consequences regarding the purchase of the Group Policy 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's understanding of current
Federal income tax laws as they are currently interpreted.
 
                            TAXATION OF HARTFORD 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 "Detailed Description of 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   27
- --------------------------------------------------------------------------------
 
insurance contract for federal income tax purposes after the Maturity Date,
among other things, the Death Proceeds may be taxable to the recipient. The
Owner should consult a competent tax adviser regarding the possible adverse tax
consequences resulting from an extension of the scheduled Maturity Date.
 
                          MODIFIED ENDOWMENT CONTRACTS
 
    Code Section 7702A applies an additional test, the "seven-pay" test, to life
insurance contracts. A modified endowment contract is a life insurance policy
which satisfies the Section 7702 definition of life insurance but fails the
seven-pay test of Section 7702A. A policy fails the seven-pay test if the
accumulated amount paid into the Certificate at any time during the first seven
Coverage Years exceeds the sum of the net level premiums that would have been
paid up to that point if the Certificate provided for paid-up future benefits
after the payment of seven level annual premiums. Computational rules for the
seven-pay test are described in Section 7702A(c).
 
    A policy that is classified as a modified endowment contract is eligible for
certain aspects of the beneficial tax treatment accorded to life insurance. That
is, the death benefit is excluded from income and increments in value are not
subject to current taxation. However, withdrawals and loans from a modified
endowment policy are treated first as income, then as a recovery of basis.
Taxable withdrawals are subject to a 10% additional tax, with certain
exceptions. Generally, only distributions and loans made in the first year in
which a policy becomes a modified endowment policy, and in subsequent years, are
taxable. However, distributions and loans made in the two years prior to a
policy's failing the seven-pay test are deemed to be in anticipation of failure
and are subject to tax.
 
    If the Certificate satisfies the seven-pay test for seven years,
distributions and loans made thereafter will not be subject to the modified
endowment policy rules, unless the Certificate is changed materially. The
seven-pay test will be applied anew at any time the Certificate undergoes a
material change, which includes an increase in the Face Amount.
 
    All modified endowment policies that are issued within any calendar year to
the same policy owner by one company or its affiliates shall be treated as one
modified endowment policy for the purpose of determining the taxable portion of
any loan or distribution.
 
    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 meet the diversification
requirements, Hartford may comply within a reasonable period and avoid the
taxation of policy income on an ongoing basis. However, either Hartford or Owner
must agree to pay the tax due for the period during which the diversification
standards were not met. The amount required to be paid shall be an amount based
upon the tax that would have been owed by the policy owner if they were treated
as receiving the income on the policy for such period or periods.
 
                         FEDERAL INCOME TAX WITHHOLDING
 
    If any amounts are deemed to be current taxable income to the Owner, such
amounts will be subject to Federal income tax withholding and reporting,
pursuant to Section 3405 of the Internal Revenue Code.
 
                            OTHER TAX CONSIDERATIONS
 
    Qualified tax advisers should be consulted concerning the estate and gift
tax consequences of Certificate ownership and distributions under federal, state
and local law.
 
                               LEGAL PROCEEDINGS
 
    There are no material legal proceedings pending to which the Separate
Account is a party.
<PAGE>
28                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                                    EXPERTS
 
   
    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 the report on the
statutory-basis financial statements of Hartford Life and Annuity Insurance
Company (formerly 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, and are not presented in accordance with generally accepted
accounting principles. The principal business address of Arthur Andersen LLP is
One Financial Plaza, Hartford, Connecticut 06103.
    
 
    The hypothetical illustrations included in this Prospectus and Registration
Statement have been approved by Pauline Gyllenhammer, ASA, MAAA, Senior
Actuarial Associate, are included in reliance upon her opinion as to their
reasonableness.
 
                             REGISTRATION STATEMENT
 
    A registration statement has been filed with the SEC 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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   29
- --------------------------------------------------------------------------------
 
   
                                   APPENDIX A
                   ILLUSTRATIONS OF DEATH BENEFIT, CASH VALUE
                            AND CASH SURRENDER VALUE
    
 
   
    The following tables illustrate how the Death Benefit, Cash Value and Cash
Surrender Value of a Group Policy may change with the investment experience of
the Separate Account. The tables show how the Death Benefit, Cash Value and Cash
Surrender Value of a Certificate issued to an Insured of a given age would vary
over time if the investment return on the assets held in each Portfolio were a
uniform, gross annual rate of 0%, 6% and 12%. The Death Benefit, Cash Value and
Cash Surrender Value 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 30 to 41 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 Benefit, Cash Value and Cash Surrender Value 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 Portfolios.
This is because these tables assume an investment management fee and other
estimated Portfolio expenses totaling 0.850%. The 0.850% figure is based on an
average of the current management fees and expenses of the available thirteen
Portfolios, taking into account any applicable expense caps or reimbursement
arrangements. Actual fees and expenses of the Portfolios associated with a
Certificate may be more or less than 0.850%, 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 front-end sales load, 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
Group 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>
30                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
   
                           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% (-0.85% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                    GUARANTEED CHARGES**
            ACCUMULATED   -----------------------------------   -----------------------------------
  END OF       AT 5%                      CASH                                  CASH
  POLICY      INTEREST       CASH       SURRENDER    DEATH         CASH       SURRENDER    DEATH
   YEAR       PER YEAR       VALUE        VALUE     BENEFIT        VALUE        VALUE     BENEFIT
  -------   ------------  -----------   ---------  ----------   -----------   ---------  ----------
  <S>       <C>           <C>           <C>        <C>          <C>           <C>        <C>
      1         14,807         12,238     12,238      250,000        10,996     10,996      250,000
      2         30,355         24,212     24,212      250,000        21,795     21,795      250,000
      3         46,680         35,930     35,930      250,000        32,398     32,398      250,000
      4         63,821         47,427     47,427      250,000        42,812     42,812      250,000
      5         81,819         58,722     58,722      250,000        53,039     53,039      250,000
      6        100,717         69,930     69,930      250,000        63,084     63,084      250,000
      7        120,560         80,961     80,961      250,000        72,942     72,942      250,000
      8        126,588         79,288     79,288      250,000        70,327     70,327      250,000
      9        132,917         77,594     77,594      250,000        67,595     67,595      250,000
     10        139,563         75,869     75,869      250,000        64,723     64,723      250,000
     11        146,541         74,205     74,205      250,000        61,697     61,697      250,000
     12        153,868         72,472     72,472      250,000        58,496     58,496      250,000
     13        161,561         70,649     70,649      250,000        55,106     55,106      250,000
     14        169,639         68,728     68,728      250,000        51,506     51,506      250,000
     15        178,121         66,704     66,704      250,000        47,673     47,673      250,000
     16        187,027         64,502     64,502      250,000        43,569     43,569      250,000
     17        196,378         62,178     62,178      250,000        39,153     39,153      250,000
     18        206,197         59,717     59,717      250,000        34,367     34,367      250,000
     19        216,507         57,103     57,103      250,000        29,145     29,145      250,000
     20        227,332         54,317     54,317      250,000        23,414     23,414      250,000
     25        290,140         36,875     36,875      250,000            --         --           --
     30        370,300          9,901      9,901      250,000            --         --           --
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   31
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
   
                           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% (5.15% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                    GUARANTEED CHARGES**
            ACCUMULATED   -----------------------------------   -----------------------------------
  END OF       AT 5%                      CASH                                  CASH
  POLICY      INTEREST       CASH       SURRENDER    DEATH         CASH       SURRENDER    DEATH
   YEAR       PER YEAR       VALUE        VALUE     BENEFIT        VALUE        VALUE     BENEFIT
  -------   ------------  -----------   ---------  ----------   -----------   ---------  ----------
  <S>       <C>           <C>           <C>        <C>          <C>           <C>        <C>
      1         14,807         12,986     12,986      250,000        11,697     11,697      250,000
      2         30,355         26,471     26,471      250,000        23,887     23,887      250,000
      3         46,680         40,481     40,481      250,000        36,596     36,596      250,000
      4         63,821         55,077     55,077      250,000        49,858     49,858      250,000
      5         81,819         70,305     70,305      250,000        63,702     63,702      250,000
      6        100,717         86,302     86,302      250,000        78,166     78,166      250,000
      7        120,560        103,020    103,020      250,000        93,282     93,282      250,000
      8        126,588        107,205    107,205      250,000        96,062     96,062      250,000
      9        132,917        111,552    111,552      250,000        98,871     98,871      250,000
     10        139,563        116,064    116,064      250,000       101,699    101,699      250,000
     11        146,541        120,915    120,915      251,932       104,545    104,545      250,000
     12        153,868        125,932    125,932      255,376       107,401    107,401      250,000
     13        161,561        131,108    131,108      258,880       110,268    110,268      250,000
     14        169,639        136,449    136,449      262,445       113,143    113,143      250,000
     15        178,121        141,962    141,962      266,078       116,022    116,022      250,000
     16        187,027        147,608    147,608      269,715       118,893    118,893      250,000
     17        196,378        153,439    153,439      273,444       121,743    121,743      250,000
     18        206,197        159,458    159,458      277,288       124,555    124,555      250,000
     19        216,507        165,671    165,671      281,270       127,306    127,306      250,000
     20        227,332        172,083    172,083      285,402       129,976    129,976      250,000
     25        290,140        207,227    207,227      308,329       141,498    141,498      250,000
     30        370,300        247,892    247,892      335,668       146,722    146,722      250,000
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
32                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           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% (11.15% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS               CURRENT CHARGES*                     GUARANTEED CHARGES**
            ACCUMULATED   --------------------------------------  ------------------------------------
  END OF       AT 5%                       CASH                                   CASH
  POLICY      INTEREST        CASH       SURRENDER      DEATH        CASH       SURRENDER     DEATH
   YEAR       PER YEAR       VALUE         VALUE       BENEFIT       VALUE        VALUE      BENEFIT
  -------   ------------  ------------  -----------  -----------  -----------   ---------  -----------
  <S>       <C>           <C>           <C>          <C>          <C>           <C>        <C>
      1         14,807          13,735      13,735       250,000       12,398     12,398       250,000
      2         30,355          28,819      28,819       250,000       26,064     26,064       250,000
      3         46,680          45,402      45,402       250,000       41,141     41,141       250,000
      4         63,821          63,681      63,681       250,000       57,792     57,792       250,000
      5         81,819          83,857      83,857       250,000       76,199     76,199       250,000
      6        100,717         106,237     106,237       253,998       96,568     96,568       250,000
      7        120,560         130,873     130,873       303,886      118,983    118,983       276,434
      8        126,588         144,008     144,008       324,870      129,913    129,913       293,246
      9        132,917         158,444     158,444       347,408      141,801    141,801       311,106
     10        139,563         174,300     174,300       371,624      154,716    154,716       330,078
     11        146,541         191,983     191,983       398,159      168,744    168,744       350,233
     12        153,868         211,398     211,398       426,714      183,971    183,971       371,641
     13        161,561         232,690     232,690       457,341      200,501    200,501       394,382
     14        169,639         256,040     256,040       490,194      218,440    218,440       418,536
     15        178,121         281,643     281,643       525,447      237,903    237,903       444,193
     16        187,027         309,621     309,621       563,141      259,005    259,005       471,443
     17        196,378         340,290     340,290       603,635      281,865    281,865       500,387
     18        206,197         373,899     373,899       647,190      306,602    306,602       531,129
     19        216,507         410,724     410,724       694,093      333,339    333,339       563,781
     20        227,332         451,060     451,060       744,639      362,207    362,207       598,461
     25        290,140         717,639     717,639     1,062,834      544,374    544,374       806,988
     30        370,300       1,134,111   1,134,111     1,528,601      807,007    807,007     1,088,923
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   33
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (-0.85% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                 GUARANTEED CHARGES**
             ACCUMULATED    --------------------------------   --------------------------------
  END OF        AT 5%                    CASH                               CASH
  POLICY      INTEREST        CASH     SURRENDER    DEATH        CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE      VALUE     BENEFIT       VALUE      VALUE     BENEFIT
  -------   -------------   ---------  ---------  ----------   ---------  ---------  ----------
  <S>       <C>             <C>        <C>        <C>          <C>        <C>        <C>
      1           14,807       12,227    12,227      262,261      10,944    10,944      261,052
      2           30,355       24,170    24,170      274,227      21,633    21,633      271,762
      3           46,680       35,827    35,827      285,907      32,063    32,063      282,214
      4           63,821       47,228    47,228      297,329      42,234    42,234      292,406
      5           81,819       58,389    58,389      308,510      52,136    52,136      302,331
      6          100,717       69,460    69,460      319,589      61,767    61,767      311,984
      7          120,560       80,319    80,319      330,466      71,107    71,107      321,348
      8          126,588       78,464    78,464      328,612      67,954    67,954      318,205
      9          132,917       76,576    76,576      326,727      64,661    64,661      314,924
     10          139,563       74,640    74,640      324,795      61,206    61,206      311,482
     11          146,541       72,742    72,742      322,894      57,575    57,575      307,866
     12          153,868       70,748    70,748      320,908      53,751    53,751      304,058
     13          161,561       68,630    68,630      318,801      49,727    49,727      300,050
     14          169,639       66,384    66,384      316,565      45,488    45,488      295,829
     15          178,121       64,005    64,005      314,197      41,017    41,017      291,377
     16          187,027       61,396    61,396      311,607      36,284    36,284      286,665
     17          196,378       58,639    58,639      308,863      31,255    31,255      281,661
     18          206,197       55,720    55,720      305,957      25,886    25,886      276,320
     19          216,507       52,626    52,626      302,877      20,126    20,126      270,592
     20          227,332       49,339    49,339      299,606      13,926    13,926      264,430
     25          290,140       29,212    29,212      279,588          --        --           --
     30          370,300          269       269      250,818          --        --           --
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
34                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (5.15% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                    GUARANTEED CHARGES**
            ACCUMULATED   -----------------------------------   -----------------------------------
  END OF       AT 5%                      CASH                                  CASH
  POLICY      INTEREST       CASH       SURRENDER    DEATH         CASH       SURRENDER    DEATH
   YEAR       PER YEAR       VALUE        VALUE     BENEFIT        VALUE        VALUE     BENEFIT
  -------   ------------  -----------   ---------  ----------   -----------   ---------  ----------
  <S>       <C>           <C>           <C>        <C>          <C>           <C>        <C>
      1         14,807         12,975     12,975      262,946        11,641     11,641      261,694
      2         30,355         26,425     26,425      276,355        23,708     23,708      273,724
      3         46,680         40,363     40,363      290,252        36,212     36,212      286,191
      4         63,821         54,841     54,841      304,684        49,167     49,167      299,108
      5         81,819         69,894     69,894      319,688        62,581     62,581      312,483
      6        100,717         85,698     85,698      335,428        76,467     76,467      326,328
      7        120,560        102,161    102,161      351,835        90,822     90,822      340,643
      8        126,588        106,049    106,049      355,713        92,721     92,721      342,550
      9        132,917        110,048    110,048      359,703        94,513     94,513      344,351
     10        139,563        114,148    114,148      363,794        96,167     96,167      346,016
     11        146,541        118,505    118,505      368,129        97,660     97,660      347,523
     12        153,868        122,938    122,938      372,556        98,965     98,965      348,844
     13        161,561        127,421    127,421      377,035       100,064    100,064      349,960
     14        169,639        131,950    131,950      381,560       100,927    100,927      350,844
     15        178,121        136,520    136,520      386,126       101,525    101,525      351,464
     16        187,027        141,031    141,031      390,643       101,811    101,811      351,777
     17        196,378        145,563    145,563      395,173       101,732    101,732      351,728
     18        206,197        150,099    150,099      399,708       101,221    101,221      351,255
     19        216,507        154,624    154,624      404,234       100,202    100,202      350,279
     20        227,332        159,117    159,117      408,730        98,597     98,597      348,723
     25        290,140        180,077    180,077      429,743        79,070     79,070      329,545
     30        370,300        194,721    194,721      444,535        29,468     29,468      280,602
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   35
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (11.15% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS                CURRENT CHARGES*                        GUARANTEED CHARGES**
            ACCUMULATED   -----------------------------------------   -------------------------------------
  END OF       AT 5%                         CASH                                     CASH
  POLICY      INTEREST        CASH         SURRENDER      DEATH          CASH       SURRENDER     DEATH
   YEAR       PER YEAR        VALUE          VALUE       BENEFIT         VALUE        VALUE      BENEFIT
  -------   ------------  -------------   -----------  ------------   -----------   ---------  ------------
  <S>       <C>           <C>             <C>          <C>            <C>           <C>        <C>
      1         14,807           13,723       13,723        263,628        12,339     12,339        262,332
      2         30,355           28,769       28,769        278,558        25,868     25,868        275,758
      3         46,680           45,268       45,268        294,931        40,703     40,703        290,478
      4         63,821           63,402       63,402        312,923        56,974     56,974        306,624
      5         81,819           83,353       83,353        332,716        74,818     74,818        324,331
      6        100,717          105,467      105,467        354,641        94,392     94,392        343,754
      7        120,560          129,838      129,838        378,815       115,851    115,851        365,049
      8        126,588          142,682      142,682        391,557       125,710    125,710        374,840
      9        132,917          156,801      156,801        405,565       136,398    136,398        385,456
     10        139,563          172,313      172,313        420,956       147,977    147,977        396,957
     11        146,541          189,620      189,620        438,105       160,522    160,522        409,419
     12        153,868          208,632      208,632        456,969       174,114    174,114        422,919
     13        161,561          229,499      229,499        477,674       188,851    188,851        437,556
     14        169,639          252,411      252,411        500,408       204,834    204,834        453,430
     15        178,121          277,578      277,578        525,377       222,170    222,170        470,649
     16        187,027          305,131      305,131        554,975       240,968    240,968        489,319
     17        196,378          335,355      335,355        594,880       261,338    261,338        509,552
     18        206,197          368,475      368,475        637,802       283,394    283,394        531,461
     19        216,507          404,765      404,765        684,023       307,253    307,253        555,163
     20        227,332          444,515      444,515        733,834       333,046    333,046        580,788
     25        290,140          707,220      707,220      1,047,404       496,999    496,999        743,666
     30        370,300        1,117,639    1,117,639      1,506,401       736,367    736,367        993,607
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
36                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           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% (-0.85% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS            CURRENT CHARGES*                 GUARANTEED CHARGES**
            ACCUMULATED    -------------------------------   --------------------------------
  END OF       AT 5%                    CASH                              CASH
  POLICY      INTEREST       CASH     SURRENDER   DEATH        CASH     SURRENDER    DEATH
   YEAR       PER YEAR       VALUE     VALUE     BENEFIT       VALUE      VALUE     BENEFIT
  -------   ------------   ---------  --------  ----------   ---------  ---------  ----------
  <S>       <C>            <C>        <C>       <C>          <C>        <C>        <C>
      1           6,300        5,049    5,049      250,000       3,961     3,961      250,000
      2          12,915        9,929    9,929      250,000       7,792     7,792      250,000
      3          19,861       14,640   14,640      250,000      11,489    11,489      250,000
      4          27,154       19,214   19,214      250,000      15,053    15,053      250,000
      5          34,812       23,666   23,666      250,000      18,476    18,476      250,000
      6          42,853       28,129   28,129      250,000      21,756    21,756      250,000
      7          51,296       32,494   32,494      250,000      24,876    24,876      250,000
      8          60,161       36,879   36,879      250,000      27,946    27,946      250,000
      9          69,469       41,159   41,159      250,000      30,831    30,831      250,000
     10          79,242       45,325   45,325      250,000      33,514    33,514      250,000
     11          89,504       49,434   49,434      250,000      35,989    35,989      250,000
     12         100,279       53,406   53,406      250,000      38,244    38,244      250,000
     13         111,593       57,225   57,225      250,000      40,276    40,276      250,000
     14         123,473       60,890   60,890      250,000      42,074    42,074      250,000
     15         135,947       64,404   64,404      250,000      43,626    43,626      250,000
     16         149,044       67,701   67,701      250,000      44,910    44,910      250,000
     17         162,796       70,845   70,845      250,000      45,896    45,896      250,000
     18         177,236       73,830   73,830      250,000      46,548    46,548      250,000
     19         192,398       76,652   76,652      250,000      46,821    46,821      250,000
     20         208,318       79,303   79,303      250,000      46,670    46,670      250,000
     25         300,684       89,584   89,584      250,000      37,931    37,931      250,000
     30         418,569       93,380   93,380      250,000       7,138     7,138      250,000
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   37
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           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% (5.15% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS               CURRENT CHARGES*                   GUARANTEED CHARGES**
             ACCUMULATED    -----------------------------------   ---------------------------------
  END OF        AT 5%                     CASH                                  CASH
  POLICY      INTEREST         CASH     SURRENDER     DEATH          CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT        VALUE       VALUE     BENEFIT
  -------   -------------   ----------  ---------  ------------   ----------  ---------  ----------
  <S>       <C>             <C>         <C>        <C>            <C>         <C>        <C>
      1            6,300         5,362     5,362        250,000        4,236     4,236      250,000
      2           12,915        10,868    10,868        250,000        8,590     8,590      250,000
      3           19,861        16,522    16,522        250,000       13,063    13,063      250,000
      4           27,154        22,363    22,363        250,000       17,661    17,661      250,000
      5           34,812        28,413    28,413        250,000       22,383    22,383      250,000
      6           42,853        34,817    34,817        250,000       27,231    27,231      250,000
      7           51,296        41,480    41,480        250,000       32,198    32,198      250,000
      8           60,161        48,540    48,540        250,000       37,406    37,406      250,000
      9           69,469        55,884    55,884        250,000       42,731    42,731      250,000
     10           79,242        63,518    63,518        250,000       48,165    48,165      250,000
     11           89,504        71,550    71,550        250,000       53,711    53,711      250,000
     12          100,279        79,896    79,896        250,000       59,371    59,371      250,000
     13          111,593        88,560    88,560        250,000       65,154    65,154      250,000
     14          123,473        97,565    97,565        250,000       71,067    71,067      250,000
     15          135,947       106,937   106,937        250,000       77,116    77,116      250,000
     16          149,044       116,653   116,653        250,000       83,302    83,302      250,000
     17          162,796       126,792   126,792        250,000       89,624    89,624      250,000
     18          177,236       137,386   137,386        250,000       96,080    96,080      250,000
     19          192,398       148,465   148,465        252,058      102,665   102,665      250,000
     20          208,318       159,940   159,940        265,263      109,383   109,383      250,000
     25          300,684       223,492   223,492        332,530      145,632   145,632      250,000
     30          418,569       298,157   298,157        403,731      189,217   189,217      256,500
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
38                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           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% (11.15% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                 GUARANTEED CHARGES**
             ACCUMULATED    --------------------------------   ---------------------------------
  END OF        AT 5%                    CASH                                CASH
  POLICY      INTEREST        CASH     SURRENDER    DEATH         CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE      VALUE     BENEFIT       VALUE       VALUE     BENEFIT
  -------   -------------   ---------  ---------  ----------   ----------  ---------  ----------
  <S>       <C>             <C>        <C>        <C>          <C>         <C>        <C>
      1            6,300        5,675     5,675      250,000        4,511     4,511      250,000
      2           12,915       11,845    11,845      250,000        9,422     9,422      250,000
      3           19,861       18,559    18,559      250,000       14,771    14,771      250,000
      4           27,154       25,908    25,908      250,000       20,608    20,608      250,000
      5           34,812       33,976    33,976      250,000       26,979    26,979      250,000
      6           42,853       42,974    42,974      250,000       33,944    33,944      250,000
      7           51,296       52,891    52,891      250,000       41,555    41,555      250,000
      8           60,161       63,959    63,959      250,000       50,014    50,014      250,000
      9           69,469       76,166    76,166      250,000       59,275    59,275      250,000
     10           79,242       89,628    89,628      250,000       69,427    69,427      250,000
     11           89,504      104,631   104,631      250,000       80,578    80,578      250,000
     12          100,279      121,210   121,210      250,000       92,853    92,853      250,000
     13          111,593      139,470   139,470      274,120      106,401   106,401      250,000
     14          123,473      159,515   159,515      305,395      121,394   121,394      250,000
     15          135,947      181,516   181,516      338,644      137,997   137,997      257,657
     16          149,044      205,594   205,594      373,936      156,050   156,050      284,044
     17          162,796      232,006   232,006      411,551      175,636   175,636      311,802
     18          177,236      260,966   260,966      451,711      196,863   196,863      341,027
     19          192,398      292,713   292,713      494,664      219,842   219,842      371,822
     20          208,318      327,505   327,505      540,666      244,691   244,691      404,295
     25          300,684      557,733   557,733      826,011      402,120   402,120      596,110
     30          418,569      917,936   917,936    1,237,232      630,215   630,215      850,372
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   39
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (-0.85% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                 GUARANTEED CHARGES**
             ACCUMULATED    --------------------------------   --------------------------------
  END OF        AT 5%                    CASH                               CASH
  POLICY      INTEREST        CASH     SURRENDER    DEATH        CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE      VALUE     BENEFIT       VALUE      VALUE     BENEFIT
  -------   -------------   ---------  ---------  ----------   ---------  ---------  ----------
  <S>       <C>             <C>        <C>        <C>          <C>        <C>        <C>
      1            6,300        5,044     5,044      255,069       3,941     3,941      254,040
      2           12,915        9,912     9,912      259,951       7,730     7,730      257,843
      3           19,861       14,597    14,597      264,652      11,365    11,365      261,490
      4           27,154       19,132    19,132      269,199      14,840    14,840      264,978
      5           34,812       23,529    23,529      273,607      18,147    18,147      268,299
      6           42,853       27,937    27,937      278,014      21,281    21,281      271,447
      7           51,296       32,233    32,233      282,320      24,221    24,221      274,403
      8           60,161       36,533    36,533      286,629      27,071    27,071      277,271
      9           69,469       40,708    40,708      290,814      29,692    29,692      279,911
     10           79,242       44,745    44,745      294,863      32,062    32,062      282,302
     11           89,504       48,694    48,694      298,819      34,170    34,170      284,431
     12          100,279       52,469    52,469      302,609      36,000    36,000      286,284
     13          111,593       56,043    56,043      306,199      37,545    37,545      287,853
     14          123,473       59,412    59,412      309,585      38,792    38,792      289,124
     15          135,947       62,572    62,572      312,762      39,725    39,725      290,083
     16          149,044       65,428    65,428      315,643      40,316    40,316      290,703
     17          162,796       68,063    68,063      318,297      40,532    40,532      290,949
     18          177,236       70,463    70,463      320,717      40,330    40,330      290,782
     19          192,398       72,617    72,617      322,891      39,660    39,660      290,151
     20          208,318       74,508    74,508      324,804      38,476    38,476      289,010
     25          300,684       79,249    79,249      329,682      23,517    23,517      274,310
     30          418,569       73,562    73,562      324,193          --        --           --
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
40                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (5.15% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                     CASH                                CASH
  POLICY      INTEREST         CASH     SURRENDER    DEATH         CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE       VALUE     BENEFIT       VALUE       VALUE     BENEFIT
  -------   -------------   ----------  ---------  ----------   ----------  ---------  ----------
  <S>       <C>             <C>         <C>        <C>          <C>         <C>        <C>
      1            6,300         5,357     5,357      255,356        4,214     4,214      254,293
      2           12,915        10,849    10,849      260,836        8,522     8,522      258,593
      3           19,861        16,474    16,474      266,450       12,919    12,919      262,983
      4           27,154        22,266    22,266      272,228       17,406    17,406      267,462
      5           34,812        28,245    28,245      278,191       21,972    21,972      272,022
      6           42,853        34,570    34,570      284,486       26,615    26,615      276,658
      7           51,296        41,130    41,130      291,027       31,313    31,313      281,351
      8           60,161        48,057    48,057      297,932       36,178    36,178      286,212
      9           69,469        55,230    55,230      305,085       41,067    41,067      291,099
     10           79,242        62,647    62,647      312,481       45,956    45,956      295,988
     11           89,504        70,396    70,396      320,201       50,830    50,830      300,863
     12          100,279        78,379    78,379      328,164       55,666    55,666      305,703
     13          111,593        86,576    86,576      336,343       60,454    60,454      310,494
     14          123,473        94,990    94,990      344,739       65,171    65,171      315,218
     15          135,947       103,625   103,625      353,355       69,795    69,795      319,850
     16          149,044       112,390   112,390      362,109       74,287    74,287      324,353
     17          162,796       121,371   121,371      371,072       78,602    78,602      328,683
     18          177,236       130,563   130,563      380,246       82,683    82,683      332,783
     19          192,398       139,959   139,959      389,624       86,460    86,460      336,587
     20          208,318       149,549   149,549      399,197       89,865    89,865      340,023
     25          300,684       199,758   199,758      449,350       98,967    98,967      349,370
     30          418,569       251,085   251,085      500,688       85,019    85,019      335,951
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   41
- --------------------------------------------------------------------------------
 
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                        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% (11.15% NET)
    
 
   
<TABLE>
<CAPTION>
              PREMIUMS               CURRENT CHARGES*                 GUARANTEED CHARGES**
             ACCUMULATED    ----------------------------------  --------------------------------
  END OF        AT 5%                     CASH                               CASH
  POLICY      INTEREST         CASH     SURRENDER     DEATH       CASH     SURRENDER    DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE      VALUE     BENEFIT
  -------   -------------   ----------  ---------  -----------  ---------  ---------  ----------
  <S>       <C>             <C>         <C>        <C>          <C>        <C>        <C>
      1            6,300         5,670     5,670       255,642      4,488     4,488      254,546
      2           12,915        11,824    11,824       261,753      9,347     9,347      259,372
      3           19,861        18,504    18,504       268,387     14,607    14,607      264,597
      4           27,154        25,794    25,794       275,624     20,304    20,304      270,256
      5           34,812        33,769    33,769       283,540     26,472    26,472      276,383
      6           42,853        42,659    42,659       292,349     33,150    33,150      283,017
      7           51,296        52,426    52,426       302,040     40,370    40,370      290,189
      8           60,161        63,291    63,291       312,820     48,300    48,300      298,068
      9           69,469        75,224    75,224       324,660     56,859    56,859      306,572
     10           79,242        88,323    88,323       337,657     66,086    66,086      315,741
     11           89,504       102,834   102,834       352,045     76,034    76,034      325,626
     12          100,279       118,754   118,754       367,842     86,757    86,757      336,281
     13          111,593       136,202   136,202       385,156     98,325    98,325      347,776
     14          123,473       155,331   155,331       404,139    110,808   110,808      360,180
     15          135,947       176,314   176,314       424,961    124,280   124,280      373,565
     16          149,044       199,243   199,243       447,720    138,809   138,809      388,001
     17          162,796       224,408   224,408       472,689    154,464   154,464      403,559
     18          177,236       252,028   252,028       500,095    171,313   171,313      420,303
     19          192,398       282,349   282,349       530,180    189,420   189,420      438,301
     20          208,318       315,634   315,634       563,207    208,861   208,861      457,625
     25          300,684       537,578   537,578       796,161    329,582   329,582      577,629
     30          418,569       886,074   886,074     1,194,287    499,083   499,083      746,208
</TABLE>
    
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, MORTALITY AND EXPENSE RISK RATES, AND FRONT-END
      SALES LOADS.
 
      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>
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of ITT Hartford Life
and Annuity Insurance Company:
 
We have audited the accompanying statutory 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,
1997 and 1996, and the related statutory statements of income, changes in
capital and surplus, and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
statutory 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 financial
statements. When statutory 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 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, 1997 and 1996, and the
results of its operations and its cash flows for each of three years in the
period ended December 31, 1997.
 
However, in our opinion, the statutory financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 1997 and 1996, and the results of operations and its cash
flows for each of the three years in the period ended December 31, 1997 in
conformity with statutory accounting practices as described in Note 1.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
January 27, 1998
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         STATUTORY STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                                     FOR THE YEARS ENDED DECEMBER 31,
                                                    ----------------------------------
                                                       1997        1996        1995
                                                    ----------  ----------  ----------
                                                                  ($000)
<S>                                                 <C>         <C>         <C>
Revenues
  Premiums and annuity considerations.............  $  296,645  $  250,244  $  165,792
  Annuity and other fund deposits.................   1,981,246   1,897,347   1,087,661
  Net investment income...........................     102,285      98,441      78,787
  Commissions and expense allowances on
   reinsurance ceded..............................     396,921     370,637     183,380
  Reserve adjustment on reinsurance ceded.........   3,672,076   3,864,395   1,879,785
  Other revenues..................................     288,632     161,906     140,796
                                                    ----------  ----------  ----------
    Total Revenues................................   6,737,805   6,642,970   3,536,201
                                                    ----------  ----------  ----------
Benefits and Expenses
  Death and annuity benefits......................      66,013      60,111      53,029
  Surrenders and other benefit payments...........     461,733     276,720     221,392
  Commissions and other expenses..................     564,240     491,720     236,202
  Increase in aggregate reserves for future
   benefits.......................................      33,213      27,351      94,253
  Increase in liability for premium and other
   deposit funds..................................     640,006     207,156     460,124
  Net transfers to Separate Accounts..............   4,914,980   5,492,964   2,414,669
                                                    ----------  ----------  ----------
    Total Benefits and Expenses...................   6,680,185   6,556,022   3,479,669
                                                    ----------  ----------  ----------
Net Gain from Operations Before Federal Income
 Taxes............................................      57,620      86,948      56,532
  Federal income tax (benefit) expense............     (14,878)     19,360      14,048
                                                    ----------  ----------  ----------
Net Gain from Operations..........................      72,498      67,588      42,484
  Net realized capital gains, after tax...........       1,544         407         374
                                                    ----------  ----------  ----------
Net Income........................................  $   74,042  $   67,995  $   42,858
                                                    ----------  ----------  ----------
                                                    ----------  ----------  ----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATUTORY BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER 31,
                                                    ------------------------
                                                       1997         1996
                                                    -----------  -----------
                                                             ($000)
<S>                                                 <C>          <C>
Assets
  Bonds...........................................  $ 1,501,311  $ 1,268,480
  Common stocks...................................       64,408       44,996
  Mortgage loans..................................       85,103            0
  Policy loans....................................       36,533       28,853
  Cash and short-term investments.................      309,432      176,830
  Other invested assets...........................       20,942        2,858
                                                    -----------  -----------
    Total cash and invested assets................    2,017,729    1,522,017
                                                    -----------  -----------
  Investment income due and accrued...............       15,878       14,555
  Premium balances receivable.....................          389          373
  Receivables from affiliates.....................        1,269          257
  Other assets....................................       22,788       19,099
  Separate Account assets.........................   23,208,728   14,619,324
                                                    -----------  -----------
    Total Assets..................................  $25,266,781  $16,175,625
                                                    -----------  -----------
                                                    -----------  -----------
Liabilities
  Aggregate reserves for future benefits..........  $   605,183  $   571,970
  Policy and contract claims......................        5,672        6,806
  Liability for premium and other deposit funds...    1,795,149    1,155,143
  Asset valuation reserve.........................       13,670        7,442
  Payable to affiliates...........................       20,972       10,022
  Other liabilities...............................     (754,393)    (498,195)
  Separate Account liabilities....................   23,208,728   14,619,324
                                                    -----------  -----------
    Total liabilities.............................   24,894,981   15,872,512
                                                    -----------  -----------
Capital and Surplus
  Common stock....................................        2,500        2,500
  Gross paid-in and contributed surplus...........      226,043      226,043
  Unassigned funds................................      143,257       74,570
                                                    -----------  -----------
    Total capital and surplus.....................      371,800      303,113
                                                    -----------  -----------
  Total liabilities, capital and surplus..........  $25,266,781  $16,175,625
                                                    -----------  -----------
                                                    -----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
             STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
 
<TABLE>
<CAPTION>
                                                    FOR THE YEARS ENDED DECEMBER 31,
                                                    ---------------------------------
                                                      1997        1996        1995
                                                    ---------   ---------   ---------
                                                                 ($000)
 
<S>                                                 <C>         <C>         <C>
Capital and surplus -- beginning of year            $ 303,113   $ 238,334   $  91,285
                                                    ---------   ---------   ---------
  Net income......................................     74,042      67,995      42,858
  Change in net unrealized capital gains (losses)
   on common stocks and other invested assets.....      2,186      (5,171)      1,709
  Change in asset valuation reserve...............     (6,228)        568      (5,588)
  Change in non-admitted assets...................     (1,313)      1,387      (1,944)
  Aggregate write-ins for surplus (See Note 3)....          0           0       8,080
  Dividends to shareholder........................          0           0     (10,000)
  Paid-in surplus.................................          0           0     111,934
                                                    ---------   ---------   ---------
  Change in capital and surplus...................     68,687      64,779     147,049
                                                    ---------   ---------   ---------
  Capital and surplus -- end of year..............  $ 371,800   $ 303,113   $ 238,334
                                                    ---------   ---------   ---------
                                                    ---------   ---------   ---------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                       STATUTORY STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                       FOR THE YEARS ENDED DECEMBER 31,
                                                    ---------------------------------------
                                                       1997          1996          1995
                                                    -----------   -----------   -----------
                                                                    ($000)
<S>                                                 <C>           <C>           <C>
Operations
  Premiums, annuity considerations and fund
   deposits.......................................  $ 2,277,874   $ 2,147,627   $ 1,253,511
  Investment income...............................      101,991       106,178        78,328
  Other income....................................    4,381,718     4,396,892     2,253,466
                                                    -----------   -----------   -----------
    Total income..................................    6,761,583     6,650,697     3,585,305
                                                    -----------   -----------   -----------
  Benefits Paid...................................      529,733       338,998       277,965
  Federal income taxes (received) paid on
   operations.....................................      (14,499)       28,857       208,423
  Other expenses..................................    5,754,725     6,254,139     2,664,385
                                                    -----------   -----------   -----------
  Total benefits and expenses.....................    6,269,959     6,621,994     3,150,773
                                                    -----------   -----------   -----------
  Net cash from operations........................      491,624        28,703       434,532
                                                    -----------   -----------   -----------
Proceeds from Investments
  Bonds...........................................      614,413       871,019       287,941
  Common stocks...................................       11,481        72,100            52
  Other...........................................          152            10            28
                                                    -----------   -----------   -----------
    Net investment proceeds.......................      626,046       943,129       288,021
                                                    -----------   -----------   -----------
Taxes Paid on Capital Gains.......................            0           936           226
Paid-In Surplus...................................            0             0       111,934
  Other Cash Provided.............................            0        41,998        28,199
                                                    -----------   -----------   -----------
    Total Proceeds................................    1,117,670     1,012,894       862,460
                                                    -----------   -----------   -----------
Cost of Investments Acquired
  Bonds...........................................      848,267       914,523       720,521
  Common stocks...................................       28,302        82,495        35,794
  Mortgage loans..................................       85,103             0             0
  Miscellaneous applications......................       18,548           130         2,146
                                                    -----------   -----------   -----------
    Total Investments Acquired....................      980,220       997,148       758,461
                                                    -----------   -----------   -----------
Other Cash Applied
  Dividends paid to stockholders..................            0             0        10,000
  Other...........................................        4,848        12,220         5,007
                                                    -----------   -----------   -----------
    Total other cash applied......................        4,848        12,220        15,007
                                                    -----------   -----------   -----------
      Total applications..........................      985,068     1,009,368       773,468
                                                    -----------   -----------   -----------
Net Change in Cash and Short-Term Investments.....      132,602         3,526        88,992
  Cash and Short-Term Investments, Beginning of
   Year...........................................      176,830       173,304        84,312
                                                    -----------   -----------   -----------
  Cash and Short-Term Investments, End of Year....  $   309,432   $   176,830   $   173,304
                                                    -----------   -----------   -----------
                                                    -----------   -----------   -----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                    NOTES TO STATUTORY FINANCIAL STATEMENTS
                               DECEMBER 31, 1997
                 (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. ("HLI"), which is majority owned by The Hartford Financial
Services Group, Inc. ("The Hartford"), formerly a wholly owned subsidiary of ITT
Corporation ("ITT"). On February 10, 1997, HLI filed a registration statement,
as amended, with the Securities and Exchange Commission relating to the initial
public offering of HLI Class A Common Stock (the "Offering"). Pursuant to the
Offering on May 22, 1997, HLI sold to the public 26 million shares, representing
18.6% of the equity ownership of HLI. 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 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. The most significant estimates are
for determining the liability for aggregate reserves for future benefits and the
liability for premium and other deposit funds. Although some variability is
inherent in these estimates, management believes the amounts provided are
adequate.
 
    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, for universal life policies and
    investment products, generally, 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 recorded upon adoption of the applicable standard;
<PAGE>
- --------------------------------------------------------------------------------
 
(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 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 bonds were classified on a GAAP basis
    as "available-for-sale" and accordingly, those investments and common stocks
    were reflected at fair value with the corresponding impact included as a
    component of Stockholder's Equity designated as "Net unrealized capital
    gains (losses) on securities net of tax". For statutory reporting purposes,
    Change in Net Unrealized Capital Gains (Losses) on Common Stocks and Other
    Invested Assets includes the change in unrealized gains (losses) 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, 1997, 1996 and 1995, the
significant differences between statutory and GAAP basis net income and capital
and surplus for the Company are summarized as follows:
<TABLE>
<CAPTION>
                                    1997          1996         1995
                                ------------   ----------   ----------
<S>                             <C>            <C>          <C>
GAAP Net Income...............  $     58,050   $   41,202   $   38,821
Amortization and
 deferral of policy
 acquisition costs............      (345,658)    (341,572)    (174,341)
Change in unearned revenue
 reserve......................         4,641       55,504       32,300
Deferred taxes................        47,113        2,090        2,801
Separate accounts.............       282,818      306,978      146,635
Other, net....................        27,078        3,793       (3,358)
                                ------------   ----------   ----------
Statutory Net Income..........  $     74,042   $   67,995   $   42,858
                                ------------   ----------   ----------
                                ------------   ----------   ----------
 
<CAPTION>
                                    1997          1996         1995
                                ------------   ----------   ----------
<S>                             <C>            <C>          <C>
GAAP Capital and
 Surplus......................  $    570,469   $  503,887   $  455,541
Deferred policy acquisition
 costs........................    (1,283,771)    (938,114)    (596,542)
Unearned revenue reserve......       134,789      130,148       74,644
Deferred taxes................        64,522       12,823        1,493
Separate accounts.............       923,040      640,101      333,123
Asset valuation reserve.......       (13,670)      (7,442)      (8,010)
Unrealized gains (losses) on
 bonds........................        13,943        5,112       (1,696)
Adjustment relating to Lyndon
 contribution (see Note 3)....       (41,277)     (41,277)     (41,277)
Other, net....................         3,755       (2,125)      21,058
                                ------------   ----------   ----------
Statutory Capital and
 Surplus......................  $    371,800   $  303,113   $  238,334
                                ------------   ----------   ----------
                                ------------   ----------   ----------
</TABLE>
 
AGGREGATE RESERVES FOR FUTURE BENEFITS AND LIABILITY 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 6%. 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 Statements of
Income.
 
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 fair value with the current year change in the
difference from cost reflected in surplus. Other invested assets are generally
recorded at fair value.
 
    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 increased by $6,228 in 1997,
decreased by $568 in 1996 and increased by $5,588 in 1995. Additionally, the
Interest Maintenance Reserve
<PAGE>
- --------------------------------------------------------------------------------
 
("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 Statements of Income. Realized investment gains and losses are
determined on a specific identification basis. The amount of net capital losses
reclassified from the IMR was $719 in 1997 and the amount of net capital gains
reclassified was $1,413 and $39 in 1996 and 1995, respectively. The amount of
income amortized was $85, $392 and $256 in 1997, 1996 and 1995, respectively.
 
OTHER LIABILITIES
    The amount reflected in other liabilities includes a receivable from the
separate accounts of $923 million and $640 million as of December 31, 1997 and
1996, respectively. The balances are classified in accordance with NAIC
accounting practices.
 
MORTGAGE LOANS
    Mortgage loans, carried at cost, which approximates fair value, include
investments in assets backed by mortgage loan pools.
 
 2. INVESTMENTS:
 
(A) COMPONENTS OF NET INVESTMENT INCOME
 
<TABLE>
<CAPTION>
                                  1997     1996      1995
                                --------  -------  --------
<S>                             <C>       <C>      <C>
Interest income from bonds and
 short-term investments.......  $100,475  $89,940  $ 76,100
Interest income from policy
 loans........................     1,958    1,846     1,504
Interest and dividends from
 other investments............     1,005    7,864     2,288
                                --------  -------  --------
Gross investment income.......   103,438   99,650    79,892
Less: investment expenses.....     1,153    1,209     1,105
                                --------  -------  --------
Net investment income.........  $102,285  $98,441  $ 78,787
                                --------  -------  --------
                                --------  -------  --------
</TABLE>
 
(B) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS
 
<TABLE>
<CAPTION>
                                        1997     1996      1995
                                      --------  -------  --------
<S>                                   <C>       <C>      <C>
Gross unrealized capital gains at
 end of year........................  $    537  $   713  $  1,724
Gross unrealized capital losses at
 end of year........................    (1,820)  (4,160)        0
                                      --------  -------  --------
Net unrealized capital (losses)
 gains..............................    (1,283)  (3,447)    1,724
Balance at beginning of year........    (3,447)   1,724        15
                                      --------  -------  --------
Change in net unrealized capital
 gains (losses) on common stocks....  $  2,164  $(5,171) $  1,709
                                      --------  -------  --------
                                      --------  -------  --------
</TABLE>
 
(C) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON BONDS AND SHORT-TERM
    INVESTMENTS
 
<TABLE>
<CAPTION>
                                       1997      1996       1995
                                      -------  --------   --------
<S>                                   <C>      <C>        <C>
Gross unrealized capital gains at
 end of year........................  $23,357  $ 11,821   $ 22,251
Gross unrealized capital losses at
 end of year........................   (1,906)   (3,842)    (1,374)
                                      -------  --------   --------
Net unrealized capital gains........   21,451     7,979     20,877
Balance at beginning of year........    7,979    20,877     33,732
                                      -------  --------   --------
Change in net unrealized capital
 gains (losses) on bonds and
 short-term investments.............  $13,472  $(12,898)  $ 54,609
                                      -------  --------   --------
                                      -------  --------   --------
</TABLE>
 
(D) COMPONENTS OF NET REALIZED CAPITAL GAINS
 
<TABLE>
<CAPTION>
                                            1997      1996     1995
                                           -------   -------  ------
<S>                                        <C>       <C>      <C>
Bonds and short-term investments.........  $  (120)  $ 2,756  $   56
Common stocks............................        0         0      52
Real estate and other....................      114         0       0
                                           -------   -------  ------
Realized capital (losses) gains..........       (6)    2,756     208
Capital gains (benefit) tax..............     (831)      936    (205)
                                           -------   -------  ------
Net realized capital gains, after tax....      825     1,820     413
Less: IMR capital (losses) gains.........     (719)    1,413      39
                                           -------   -------  ------
Net realized capital gains...............  $ 1,544   $   407  $  374
                                           -------   -------  ------
                                           -------   -------  ------
</TABLE>
 
(E) OFF-BALANCE SHEET INVESTMENTS
 
    The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1997 and 1996.
 
(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.
<PAGE>
- --------------------------------------------------------------------------------
 
(G) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                AMORTIZED    UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
U.S. government and government agencies and
 authorities:
  Guaranteed and sponsored...................  $    11,114     $    55      $   (51)   $    11,118
  Guaranteed and sponsored -- asset-backed...       55,506       1,056         (269)        56,293
States, municipalities and political
 subdivisions................................       26,404         329            0         26,733
International governments....................        7,609         500            0          8,109
Public utilities.............................       73,024         754         (132)        73,646
All other corporate..........................      517,715      14,110         (704)       531,121
All other corporate -- asset-backed..........      630,069       5,005         (739)       634,335
Short-term investments.......................      277,330          33           (8)       277,355
Certificates of deposit......................       93,770       1,515           (3)        95,282
Parents, subsidiaries and affiliates.........       86,100           0            0         86,100
                                               -----------   ----------   ----------   -----------
Total bonds and short-term investments.......  $ 1,778,641     $23,357      $(1,906)   $ 1,800,092
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                             UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
Common stock -- unaffiliated.................  $    30,307     $   537      $     0    $    30,844
Common stock -- affiliated...................       35,384           0       (1,820)        33,564
                                               -----------   ----------   ----------   -----------
Total common stocks..........................  $    65,691     $   537      $(1,820)   $    64,408
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                AMORTIZED    UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
U.S. government and government agencies and
 authorities:
  Guaranteed and sponsored...................  $    58,761     $     6      $  (195)   $    58,572
  Guaranteed and sponsored -- asset-backed...       78,237       1,477         (609)        79,105
States, municipalities and political
 subdivisions................................       25,958         163           (2)        26,119
International governments....................        7,447         205            0          7,652
Public utilities.............................       70,116         396         (424)        70,088
All other corporate..........................      410,530       6,357       (1,355)       415,532
All other corporate -- asset-backed..........      485,953       2,654       (1,081)       487,526
Short-term investments.......................      148,094           0          (66)       148,028
Certificates of deposit......................       83,378         563         (110)        83,831
Parents, subsidiaries and affiliates.........       48,100           0            0         48,100
                                               -----------   ----------   ----------   -----------
Total bonds and short-term investments.......  $ 1,416,574     $11,821      $(3,842)   $ 1,424,553
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                             UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
Common stock -- unaffiliated.................  $    13,064     $   713      $     0    $    13,777
Common stock -- affiliated...................       35,379           0       (4,160)        31,219
                                               -----------   ----------   ----------   -----------
Total common stocks..........................  $    48,443     $   713      $(4,160)   $    44,996
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
    The amortized cost and estimated fair value of bonds and short-term
investments at December 31, 1997 by management's anticipated maturity are shown
below. Asset-backed securities are distributed to maturity year based on ILA's
estimate of the rate of future prepayments of principal
<PAGE>
- --------------------------------------------------------------------------------
 
over the remaining life of the securities. Expected maturities differ from
contractual maturities reflecting borrowers' rights to call or prepay their
obligations.
 
<TABLE>
<CAPTION>
                                               AMORTIZED    ESTIMATED
MATURITY                                          COST     FAIR VALUE
- ---------------------------------------------  ----------  -----------
<S>                                            <C>         <C>
Due in one year or less......................  $  424,518  $   696,203
Due after one year through five years........     586,980      708,365
Due after five years through ten years.......     451,963      295,896
Due after ten years..........................     315,180       99,628
                                               ----------  -----------
  Total......................................  $1,778,641  $ 1,800,092
                                               ----------  -----------
                                               ----------  -----------
</TABLE>
 
    Proceeds from sales of investments in bonds and short-term investments
during 1997, 1996 and 1995 were $367,626, $668,078 and $313,961, respectively,
resulting in gross realized gains of $964, $3,675 and $1,419, respectively, and
gross realized losses of $1,084, $919 and $1,263, 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>
                                                      1997                 1996
                                               ------------------   ------------------
                                               CARRYING    FAIR     CARRYING    FAIR
                                                AMOUNT     VALUE     AMOUNT     VALUE
                                               --------   -------   --------   -------
<S>                                            <C>        <C>       <C>        <C>
ASSETS
  Bonds and short-term investments...........   $1,778    $ 1,800    $1,417    $ 1,425
  Common stocks..............................       64         64        45         45
  Policy loans...............................       37         37        29         29
  Mortgage loans.............................       85         85         0          0
  Other invested assets......................       21         21         3          3
LIABILITIES
  Liabilities on investment contracts........   $1,911    $ 1,835    $1,245    $ 1,191
</TABLE>
 
    The carrying amounts for policy loans approximates fair value. The fair
value of liabilities on investment contracts 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. The Company has also invested in bonds
of its subsidiaries, Hartford Financial Services Corporation and HL Investment
Advisors, Inc., and common stock of its subsidiary, ITT Hartford Life, LTD.
 
    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 HLI, 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 (received) paid by the Company were $(14,499), $29,792 and
$215,921 in 1997, 1996 and 1995, respectively. The effective tax rate was (26)%,
22% and 25% in 1997, 1996 and 1995, respectively. The following schedule
provides a reconciliation of the tax provision at the U.S. Federal Statutory
rate to Federal income tax (benefit) expense (in millions).
 
<TABLE>
<CAPTION>
                                               1997    1996    1995
                                               -----   -----   -----
<S>                                            <C>     <C>     <C>
Tax provision at U.S. Federal statutory
 rate........................................  $  20   $  30   $  20
Tax deferred acquisition costs...............     25      27       8
Statutory to tax reserve differences.........      1       0       3
Unrealized gain on separate accounts.........    (44)    (21)    (13)
Investments and other........................    (17)    (17)     (4)
                                               -----   -----   -----
Federal income tax (benefit) expense.........  $ (15)  $  19   $  14
                                               -----   -----   -----
                                               -----   -----   -----
</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 1997 or
1996. 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
<PAGE>
- --------------------------------------------------------------------------------
 
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
$265, $358, and $1,034 in 1997, 1996 and 1995, 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 1997, 1996 and 1995.
 
    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 8.5% for 1997, 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
1997, 1996 and 1995.
 
    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 1997, 1996 and 1995.
 
 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>
                                      1997      1996      1995
                                    --------  --------  --------
<S>                                 <C>       <C>       <C>
Direct premiums...................  $266,427  $226,612  $159,918
Premiums assumed..................    51,630    33,817    13,299
Premiums ceded....................   (21,412)  (10,185)   (7,425)
                                    --------  --------  --------
Premiums and annuity
 considerations...................  $296,645  $250,244  $165,792
                                    --------  --------  --------
                                    --------  --------  --------
</TABLE>
 
    The Company cedes to RGA Reinsurance Company, on a modified coinsurance
basis, 80% of the variable annuity business written since 1994.
 
 8. SEPARATE ACCOUNTS:
 
    The Company maintains separate account assets and liabilities totaling $23.2
billion and $14.6 billion at December 31, 1997 and 1996, 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 $252 million, $144
million and $72 million in 1997, 1996 and 1995, respectively, and are recorded
as a component of other revenues on the Statutory Statements of Income.
 
 9. COMMITMENTS AND CONTINGENCIES:
 
    As of December 31, 1997 and 1996, 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 $1,544, $1,262 and $1,684 in 1997, 1996 and 1995,
respectively. ILA incurred guaranteed fund expense of $548 in 1997 and 1996 and
$0 in 1995.
<PAGE>

                                    PART II

<PAGE>

               CONTENTS OF REGISTRATION STATEMENT
               ----------------------------------

This Registration Statement comprises the following papers and documents:

       The facing sheet.

   
       The prospectuses consisting of 85 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 Hartford Life and Annuity
              Insurance Company ("Hartford") authorizing the establishment of
              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 Hartford. (3)
    
       (A6b)  Bylaws of Hartford.  (2)

       (A7)   Not Applicable.

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

       (1)    Incorporated by reference to the Initial Submission to the
              Registration Statement File No. 33-63731, filed on October 30,
              1995.

       (2)    Incorporated by reference to the Pre-Effective Amendment No. 1 to
              the Registration Statement File No. 33-63731, filed on May 21,
              1996.
   
       (3)    Incorporated by reference to the Post-Effective Amendement No. 4 
              to the Registration Statement File No. 33-63731, filed on 
              February 18, 1998.
    

<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 Counsel 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)    Copy of Power of Attorney.



<PAGE>

                   REPRESENTATION OF REASONABLENESS OF FEES
                   ----------------------------------------

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

Under Section 33-772 of the Connecticut General Statutes, unless limited by 
its certificate of incorporation, the Registrant must indemnify a director 
who was wholly successful, on the merits or otherwise, in the defense of any 
proceeding to which he was a party because he is or was a director of the 
corporation against reasonable expenses incurred by him in connection with 
the proceeding.

The Registrant may indemnify an individual made a party to a proceeding 
because he is or was a director against liability incurred in the 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 Registrant, and, with respect to any 
criminal proceeding, had no reason to believe his conduct was unlawful. Conn. 
Gen. Stat. Section 33-771(a). Additionally, pursuant to Conn. Gen. Stat. 
Section 33-776, the Registrant may indemnify officers and employees or agents 
for liability incurred and for any expenses to which they becomes subject by 
reason of being or having been an employees or officers of the Registrant.  
Connecticut law does not prescribe standards for the indemnification of 
officers, employees and agents and expressly states that their 
indemnification may be broader than the right of indemnification granted to 
directors. 

The foregoing statements are specifically made subject to the detailed
provisions of Section 33-770 et seq.


<PAGE>


Notwithstanding the fact that Connecticut law obligates the Registrant to 
indemnify only a director that was successful on the merits in a suit, under 
Article VIII, Section 2 of the Registrant's bylaws, the Registrant must 
indemnify both directors and officers of the Registrant who are parties or 
threatened to be parties to a legal proceeding by reason of his being or 
having been a director or officer of the Registrant for any expenses 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 criminal 
proceedings, had no reason to believe his conduct was unlawful. Unless 
otherwise mandated by a court, no indemnification shall be made if such 
officer or director is adjudged to be liable for negligence or misconduct in 
the performance of his duty to the Registrant.

   
Additionally, the directors and officers of Hartford and Hartford Equity 
Sales Company, Inc. ("HESCO") are covered under a directors and officers 
liability insurance policy issued to The Hartford Financial Services Group, 
Inc. and its subsidiaries.  Such policy will reimburse the Registrant for any 
payments that it shall make to directors and officers pursuant to law and 
will, subject to certain exclusions contained in the policy, further pay any 
other costs, charges and expenses and settlements and judgments arising from 
any proceeding involving any director or officer of the Registrant in his 
past or present capacity as such, and for which he may be liable, except as 
to any liabilities arising from acts that are deemed to be uninsurable.
    

Insofar as indemnification for liabilities 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, 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 10th day of April 1998.
    


                                   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

                                   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:  April 10, 1998
David M. Znamierowski,                            -----------------
   Senior Vice President,
   Director *

    

   
    
<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, FSA, MAAA.

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

(7)           Copy of Power of Attorney
    



<PAGE>

                                      EXHIBIT 2

   
April 10, 1998                                   LYNDA GODKIN, Senior Vice
                                                 President, General  Counsel & 
                                                 Corporate Secretary
                                                 Law Department
    
Board of Directors
Hartford Life and Annuity Insurance Company
200 Hopmeadow Street 
Simsbury, CT  06089


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

Dear Sir/Madam:


I have acted as General Counsel to Hartford Life and Annuity Insurance 
Company (the "Company"), a Connecticut insurance company, and 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.

<PAGE>
   
Board of Directors
Hartford Life and Annuity Insurance Company
April 10, 1998
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,


/s/ Lynda Godkin


Lynda Godkin




<PAGE>

                                               [LOGO]
                                               HARTFORD LIFE

                                               Pauline Gyllenhammer, FSA, MAAA
                                               Senior Actuarial Associate
April 10, 1998


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 1993, as amended ("Securities Act"), of 
a certain group flexible premium variable life insurance policy (the 
"Policy") that will be offered and sold by 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,

/s/ Pauline Gyllenhammer

Pauline Gyllenhammer
Senior Actuarial Associate


<PAGE>


                                                                   EXHIBIT 6


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our 
reports (and to all references to our Firm) included in or made a part of 
this Registration Statement FIle No. 33-63731 for Hartford Life and Annuity 
Insurance Company ICMG Registered Variable Life Separate Account One on Form 
S-6.

                                                      /s/ Arthur Andersen LLP

Hartford, Connecticut
April 15, 1998


<PAGE>
                                                   
 



                     HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                          
                                 POWER OF ATTORNEY
                                          
                                  Gregory A. Boyko
                                    Lynda Godkin
                                  Thomas M. Marra
                                  Lowndes A. Smith
                                David M. Znamierowski
                                          
do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty, 
and Leslie T. Soler to sign as their agent, any Registration Statement, 
pre-effective amendment, post-effective amendment and any application for 
exemptive relief of the Hartford Life and Annuity Insurance Company under the 
Securities Act of 1933 and/or the Investment Company Act of 1940.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for the
purpose herein set forth.

   /s/ Gregory A. Boyko                   Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Gregory A. Boyko

   /s/ Lynda Godkin                       Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Lynda Godkin

   /s/ Thomas M. Marra                    Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Thomas M. Marra

   /s/ Lowndes A. Smith                   Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Lowndes A. Smith

   /s/ David M. Znamierowski              Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       David M. Znamierowski




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