ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE, 485BPOS, 1999-04-16

ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
485BPOS, 1999-04-16

Previous: HORIZON FINANCIAL CORP, 424B3, 1999-04-16

Next: FIELDS AIRCRAFT SPARES INC, 10KSB, 1999-04-16

<PAGE>

As filed with the Securities and Exchange Commission on April ____, 1999.
File No. 333-13735

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 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:

Brian Lord, Esq.
Hartford Life and Annuity Insurance Company
P.O. Box 2999
Hartford, CT 06104-2999

It is proposed that this filing will become effective:

_____ immediately upon filing pursuant to paragraph (b) of Rule 485
__X__ on May 3, 1999 pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_____ on ________________ pursuant to paragraph (a)(1) of Rule 485
_____ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

E. Title and amount of securities being registered: Pursuant to Rule 24f-2
under the Investment Company Act of 1940, the Registrant will register
an indefinite amount of securities.

F. Proposed maximum aggregate offering price to the public of the securities
being registered: Not yet determined.

G. Amount of filing fee: Not applicable.

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

<PAGE>

RECONCILIATION AND TIE BETWEEN
FORM N-8B-2 AND PROSPECTUS
<TABLE>
<CAPTION>
Item No. of Form N-8B-2 Caption In Prospectus
----------------------- ---------------------
<S> <C>
1. Cover Page
2. Cover Page
3. Not Applicable
4. Statement of Additional Information - Distribution of
the Policies
5. About Us - Separate Account VL II
6. About Us - Separate Account VL II
7. Not required by Form S-6
8. Not required by Form S-6
9. Legal Proceedings
10. About Us - Separate Account VL II; The Funds
11. About Us - Separate Account VL II; The Funds
12. About Us - The Funds
13. Fee Table; Charges and Deductions
14. Premiums
15. Premiums
16. Premiums
17. Making Withdrawals From Your Policy
18. About Us - The Funds; Charges and Deductions
19. Your Policy - Contract Rights
20. Not Applicable
21. Loans
22. Not Applicable
23. Not Applicable
24. Not Applicable
25. About Us - Hartford Life and Annuity Insurance Company
26. Not Applicable
27. About Us - Hartford Life and Annuity Insurance Company
28. Statement of Additional Information - General
Information and History
29. About Us - Hartford Life and Annuity Insurance Company
30. Not Applicable
31. Not Applicable
32. Not Applicable
33. Not Applicable
34. Not Applicable

<PAGE>

<CAPTION>
Item No. of Form N-8B-2 Caption In Prospectus
----------------------- ---------------------
35. Statement of Additional Information - Distribution of
the Policies
36. Not required by Form S-6
37. Not Applicable
38. Statement of Additional Information - Distribution of
the Policies
39. Statement of Additional Information - Distribution of
the Policies
40. Not Applicable
41. Statement of Additional Information - Distribution of
the Policies
42. Not Applicable
43. Not Applicable
44. Premiums
45. Not Applicable
46. Premiums; Making Withdrawals From Your Policy
47. About Us - The Funds
48. Cover Page; About Us - Hartford Life and Annuity
Insurance Company
49. Not Applicable
50. About Us - Separate Account VL II
51. Not Applicable
52. About Us - The Funds
53. Taxes
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

</TABLE>
<PAGE>

PART A

<PAGE>

FUTUREVANTAGE-SM-
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 information you should know before you enroll for
coverage under the FutureVantage-SM- group flexible premium variable life
insurance policy. Please read it carefully.

The FutureVantage-SM- group flexible premium variable life insurance policy is a
contract issued by Hartford Life and Annuity Insurance Company to an employer or
a trust sponsored by an employer. We will issue you a certificate of insurance
that describes your rights, benefits, obligations and options under the group
policy, including your payment of premiums and our payment of a death benefit to
your beneficiaries. Your certificate is:

X Flexible premium, because you have options when selecting the timing and
amounts of your premium payments.

X Variable, because the value of your life insurance coverage may fluctuate
with the performance of the underlying Portfolio(s).

After you enroll, you allocate your payments to separate divisions of our
separate account, known as Investment Divisions. The current Investment
Divisions available are:

<TABLE>
<CAPTION>
INVESTMENT DIVISION PURCHASES SHARES OF:
- -------------------------------------------- ----------------------------------------------------------
<S> <C> <C>
Alger American Small Capitalization -- Alger American Small Capitalization Portfolio of The Alger
Investment Division American Fund
Alger American Growth Investment Division -- Alger American Growth Portfolio of The Alger American Fund
Hartford Capital Appreciation Investment -- Capital Appreciation Fund of the Hartford Capital
Division Appreciation HLS Fund, Inc.
Hartford Bond Investment Division -- Bond Fund of the Hartford Bond HLS Fund, Inc.
Hotchkis and Wiley International VIP -- International VIP Portfolio of the Hotchkis and Wiley
Investment Division Variable Trust
Mercury U.S. Large Cap Investment Division -- Mercury U.S. Large Cap Fund of the Mercury Asset
Management Funds, Inc.
Merrill Lynch Domestic Money Market -- Merrill Lynch Domestic Money Market Fund of the Merrill
Investment Division Lynch Variable Series Funds, Inc.
Merrill Lynch Prime Bond Investment Division -- Merrill Lynch Prime Bond Fund of the Merrill Lynch
Variable Series Funds, Inc.
Merrill Lynch High Current Income Investment -- Merrill Lynch High Current Income Fund of the Merrill
Division Lynch Variable Series Funds, Inc.
Merrill Lynch Quality Equity Investment -- Merrill Lynch Quality Equity Fund of the Merrill Lynch
Division Variable Series Funds, Inc.
Merrill Lynch Special Value Focus Investment -- Merrill Lynch Special Value Focus Fund of the Merrill
Division Lynch Variable Series Funds, Inc.
Merrill Lynch Global Strategy Focus -- Merrill Lynch Global Strategy Focus Fund of the Merrill
Investment Division Lynch Variable Series Funds, Inc.
Merrill Lynch Basic Value Focus Investment -- Merrill Lynch Basic Value Focus Fund of the Merrill Lynch
Division Variable Series Funds, Inc.
Merrill Lynch Global Bond Focus Investment -- Merrill Lynch Global Bond Focus Fund of the Merrill Lynch
Division Variable Series Funds, Inc.
Merrill Lynch Global Utility Focus -- Merrill Lynch Global Utility Focus Fund of the Merrill
Investment Division Lynch Variable Series Funds, Inc.
Merrill Lynch Government Bond Investment -- Merrill Lynch Government Bond Fund of the Merrill Lynch
Division Variable Series Funds, Inc.
Merrill Lynch Global Growth Focus Investment -- Merrill Lynch Global Growth Focus Fund of the Merrill
Division Lynch Variable Series Funds, Inc.
Merrill Lynch Capital Focus Investment -- Merrill Lynch Capital Focus Fund of the Merrill Lynch
Division Variable Series Funds, Inc.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
INVESTMENT DIVISION PURCHASES SHARES OF:
- -------------------------------------------- ----------------------------------------------------------
<S> <C> <C>
Merrill Lynch Index 500 Investment Division -- Merrill Lynch Index 500 Fund of the Merrill Lynch Variable
Series Funds, Inc.
Neuberger Berman Advisers Management Trust -- Balanced Portfolio of the Neuberger Berman Advisers
Balanced Investment Division Management Trust
Neuberger Berman Advisers Management Trust -- Partners Portfolio of Neuberger Berman Advisers Management
Partners Investment Division Trust
</TABLE>

If you decide to enroll for coverage under this group life insurance policy, you
should keep this Prospectus for your records.

The Hartford, Hotchkis and Wiley, and Merrill Lynch prospectuses included in
this FutureVantage-SM- Prospectus contain information relating to all of the
funds they offer. Not all the funds in the Hartford, Hotchkis and Wiley, and
Merrill Lynch prospectuses are available to you. Please review this
FutureVantage-SM- product prospectus for details regarding available funds (see
"The Funds").

Although we file this Prospectus with the Securities and Exchange Commission,
the Commission doesn't approve or disapprove these securities or determine if
the information is truthful or complete. Anyone who represents that the
Securities and Exchange Commission does these things may be guilty of a criminal
offense.

This Prospectus can also be obtained from the Securities and Exchange
Commission's Website (HTTP://WWW.SEC.GOV).

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

PROSPECTUS DATED: MAY 3, 1999

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 3
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY OF BENEFITS AND RISKS.........................................
Benefits of Your Policy.............................................
Risks of Your Policy................................................
FEE TABLES............................................................
ABOUT US..............................................................
Hartford Life and Annuity Insurance Company.........................
ICMG Registered Variable Life Separate Account One..................
The Funds...........................................................
CHARGES AND DEDUCTIONS................................................
Deductions From Premium.............................................
Front-End Sales Load..............................................
Premium Tax Charge................................................
DAC Tax Charge....................................................
Deductions From Investment Value....................................
Monthly Deduction Amount..........................................
Mortality and Expense Risk Charge.................................
YOUR CERTIFICATE......................................................
Ownership Rights....................................................
Beneficiary.........................................................
Assignment..........................................................
Statements..........................................................
Issuance of Your Certificate........................................
Right to Examine the Certificate....................................
PREMIUMS..............................................................
Premium Payment Flexibility.........................................
Allocation of Premium Payments......................................
Accumulation Units..................................................
Accumulation Unit Values............................................
Premium Limitation..................................................
DEATH BENEFITS AND POLICY VALUES......................................
Values Under the Certificate........................................
Cash Surrender Value..............................................
Investment Value..................................................
Death Benefits......................................................
Minimum Death Benefit Testing Procedures..........................
Death Benefits Options............................................
Payment Options...................................................
Increases and Decreases in Face Amount............................
Benefits at Maturity..............................................
MAKING WITHDRAWALS FROM THE CERTIFICATE...............................
Surrender...........................................................
Partial Withdrawals.................................................
TRANSFERS AMONG INVESTMENT DIVISIONS..................................
Amount and Frequency of Transfers...................................
Transfers to or from Investment Divisions...........................
Asset Rebalancing...................................................
Dollar Cost Averaging...............................................
Procedures for Telephone Transfers..................................
Processing of Transactions..........................................
LOANS.................................................................
Loan Interest.......................................................
Credited Interest...................................................
Loan Repayments.....................................................
Termination Due to Excessive Debt...................................
Effect of Loans on Investment Value.................................
</TABLE>

<PAGE>

4 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
LAPSE AND REINSTATEMENT...............................................
Lapse and Grace Period..............................................
Reinstatement.......................................................
TERMINATION OF POLICY.................................................
CONTRACT LIMITATIONS..................................................
Partial Withdrawals.................................................
Transfers of Account Value..........................................
Face Amount Increases or Decreases..................................
Valuation of Payments and Transfers.................................
Deferral of Payments................................................
CHANGES TO CONTRACT OR SEPARATE ACCOUNT...............................
Modification of Policy..............................................
Substitution of Funds...............................................
Change in Operation of the Separate Account.........................
Separate Account Taxes..............................................
SUPPLEMENTAL BENEFITS.................................................
Maturity Date Extension Rider.......................................
OTHER MATTERS.........................................................
Reduced Charges for Eligible Groups.................................
Our Rights..........................................................
Limit on Right to Contest...........................................
Misstatement as to Age or Sex.......................................
Assignment..........................................................
Dividends...........................................................
YEAR 2000.............................................................
In General..........................................................
Internal Year 2000 Efforts and Timetable............................
Third Party Year 2000 Efforts and Timetable.........................
Year 2000 Costs.....................................................
Risks and Contingency Plans.........................................
TAXES.................................................................
General.............................................................
Taxation of Hartford and the Separate Account.......................
Income Taxation of Certificate Benefits.............................
Modified Endowment Contracts........................................
Diversification Requirements........................................
Ownership of the Assets in the Separate Account.....................
Tax Deferral During Accumulation Period.............................
Federal Income Tax Withholding......................................
Other Tax Considerations............................................
PERFORMANCE RELATED INFORMATION.......................................
LEGAL PROCEEDINGS.....................................................
GLOSSARY OF SPECIAL TERMS.............................................
WHERE YOU CAN FIND MORE INFORMATION...................................
</TABLE>

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 5
- --------------------------------------------------------------------------------

SUMMARY OF BENEFITS
AND RISKS

BENEFITS OF YOUR POLICY

FLEXIBILITY -- We designed the Policy to be flexible to meet your specific
life insurance needs. You have the flexibility to choose death benefit options,
investment options, and premiums you pay.

DEATH BENEFIT -- We will pay a death benefit to your beneficiary if the
Insured dies while the Certificate is in force. You select one of two death
benefit options. These options are:

1. OPTION A -- Under Option A the death benefit is equal to the larger of:

- - The Face Amount; and

- - The Variable Insurance Amount.

2. OPTION B -- Under Option B the death benefit is equal to the larger of:

- - The Face Amount plus the Cash Value; and

- - The Variable Insurance Amount.

We reduce the death benefit by any money you owe us, such as outstanding
Loans or Loan interest. You may change your death benefit option under certain
circumstances. You may also increase or decrease the Face Amount on your
Certificate under certain circumstances.

INVESTMENT OPTIONS -- You may invest in up to 20 different Investment
Divisions, from a choice of 21 Investment Divisions available under your
Certificate. You may transfer money among the Investment Divisions, subject to
restrictions.

PREMIUM PAYMENTS -- You have the flexibility to choose when and in what
amounts you pay premiums.

RIGHT TO EXAMINE YOUR CERTIFICATE -- For 10 days after you receive your
policy, you may cancel it without paying a sales charge. Some states provide a
longer examination period.

WITHDRAWALS -- You may withdraw all or part of amounts available under your
Certificate, subject to certain limitations.

LOANS -- You may take a Loan under the Certificate. The Certificate secures
the Loan.

PAYMENT OPTIONS -- Your beneficiary may choose to receive the proceeds due
under the Certificate,

- - in a lump sum; or

- - over a period of time by using one of several payment options.

DOLLAR COST AVERAGING -- You may elect to allocate your Net Premiums among
the Investment Divisions using the dollar cost averaging option program. The
main objective of this program is to minimize the impact of short-term price
fluctuations to allow you to take advantage of market fluctuations.

ASSET REBALANCING -- You may elect to have us automatically reallocate
Investment Value periodically in order to maintain a particular percentage
allocation among the Investment Divisions that you selected ("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.

RISKS OF YOUR POLICY

INVESTMENT PERFORMANCE -- The value of your Certificate will fluctuate with
the performance of its Investment Divisions. Your investment options may decline
in value, or they may not perform to your expectations. We do not guarantee your
Investment Value in the Investment Divisions.

TERMINATION --

- - Certificate: Your Certificate could terminate if the Cash Surrender Value
becomes too low to pay the charges due under the Certificate. If this occurs,
Hartford will notify you in writing. You will then have sixty-one (61) days to
pay additional amounts to prevent the Certificate from terminating.

- - Policy: Hartford or the employer may terminate participation in the Policy.
The party terminating the Policy must provide you with a notice of the
termination, at your last known address, at least fifteen (15) days prior to
the date of termination.

PARTIAL WITHDRAWAL LIMITATIONS -- We limit you to twelve (12) partial
withdrawals per Coverage Year. These withdrawals will reduce your Cash Surrender
Value, may reduce your death benefit, and may be subject to a processing charge.

TRANSFER LIMITATIONS -- We reserve the right to limit the size of transfers
and remaining balances, and to limit the number and frequency of transfers among
the Investment Divisions.

LOANS -- Taking a Loan under your Certificate may increase the risk that
your Certificate will lapse, may have a permanent effect on your Investment
Value, and may reduce the Death Proceeds.

<PAGE>
6 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

ADVERSE TAX CONSEQUENCES -- You may be subject to income tax if you receive
any Loans, withdrawals or other amounts under the Certificate. You may also be
subject to a 10% penalty tax.

FEE TABLES

The following tables describes the MAXIMUM fees and expenses that you will
pay under the Certificate.

MAXIMUM TRANSACTION FEES

<TABLE>
<CAPTION>
CERTIFICATES FROM WHICH
CHARGE WHEN CHARGE IS DEDUCTED AMOUNT DEDUCTED CHARGE IS DEDUCTED
---------------------- ---------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C> <C>
Sales Charge (1) When you pay premium. 9% of any premium paid for All
Coverage Years 1 through 7, and
7% of any premium paid in Coverage
Years 8 and later
Premium Tax Charge When you pay premium. Generally, between 0% and 4% of All
any premium you pay. The
percentage we deduct will vary by
locale depending on the tax rates
in effect there.
Deferred Acquisition When you pay premium. 1.25% of each premium you pay. We All
Cost Tax Charge will adjust the charge based on
changes in the applicable tax law.
Transfer Fees When you make a transfer after the $50 per transfer. Those Certificates with more than
12th transfer in any Coverage 12 transfers per Contract Year.
Year.
Partial Withdrawal Fee When you take a withdrawal after $25 per partial withdrawal. Those Certificates where more than
the 12th partial withdrawal in any 12 partial withdrawals have been
Coverage Year. made per Coverage Year.
</TABLE>

- ---------

(1) The current front end sales load charged 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 next table describes the MAXIMUM fees and expenses that you will pay
periodically, not including Fund fees and expenses.

MAXIMUM ANNUAL CHARGES OTHER THAN FUND OPERATING EXPENSES

Mortality and Expense Daily. On an annual basis, .65% of the All
Risk Charge value of each Investment
Division's assets.

Administrative Charge Monthly. $10 per Coverage Month. All

Rider Charges Monthly. Individualized based on optional Only those Certificates with
rider selected. benefits provided by rider.
</TABLE>

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 7
- --------------------------------------------------------------------------------

The next table describes the Fund fees and expenses that you will pay
periodically. The table shows the minimum and maximum fees and expenses charged
by any of the Funds. The prospectus for each Fund contains more detail
concerning each Fund's fees and expenses.

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
AMOUNT DEDUCTED POLICIES FROM WHICH
CHARGE WHEN CHARGE IS DEDUCTED (ANNUALIZED) CHARGE IS DEDUCTED
---------------------- ---------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C> <C>
Management Fees Daily net asset values of a Fund 0.000% to 0.850% All Certificates, but deductions
reflect Management Fees already only from Investment Divisions you
deducted from assets of the Fund. selected.

Other Expenses Daily net asset values of a Fund 0.000% to 0.340% All Certificates, but deductions
reflect Other Expenses already only from Investment Divisions you
deducted from the assets of the selected.
Fund.

Total Fund Annual Daily net asset values of a Fund 0.360% to 1.050% All Certificates, but deductions
Expenses reflect Total Fund Annual only from Investment Divisions you
Operating Expenses already selected.
deducted from assets of the Fund.
</TABLE>

ABOUT US

HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY

Hartford Life and Annuity Insurance Company 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, the District of
Columbia and Puerto Rico, except New York. On January 1, 1998, Hartford's name
changed from ITT Hartford Life and Annuity Insurance Company to Hartford Life
and Annuity Insurance Company. We were originally incorporated under the laws of
Wisconsin on January 9, 1956, and subsequently redomiciled to Connecticut. Our
offices are located in Simsbury, Connecticut; however, our mailing address is
P.O. Box 2999, Hartford, CT 06104-2999. We are ultimately controlled by The
Hartford Financial Services Group, Inc., one of the largest financial service
providers in the United States.

HARTFORD'S RATINGS

<TABLE>
<CAPTION>
EFFECTIVE
DATE
RATING AGENCY OF RATING RATING BASIS OF RATING
- -------------------- ------------- ----------- -----------------------
<S> <C> <C> <C>
A.M. Best and
Company, Inc........ 1/1/99 A+ Financial performance
Insurer financial
Standard & Poor's... 6/1/98 AA strength
Duff & Phelps....... 12/21/98 AA+ Claims paying ability
</TABLE>

ICMG REGISTERED VARIABLE LIFE
SEPARATE ACCOUNT ONE

The Investment Divisions are separate divisions of our separate account,
called ICMG Registered Variable Life Separate Account One (the "Separate
Account"). The Separate Account exists to keep your life insurance policy assets
separate from our company assets. As such, the investment performance of the
Separate Account is independent from the investment performance of our other
assets. We use our other assets to pay our insurance obligations under the
Policy. We hold your assets in the Separate Account exclusively for your benefit
and we may not use them for any other liability of ours. We established the
Separate Account on October 9, 1995 under the laws of Connecticut.

The Separate Account has 21 Investment Divisions dedicated to the Policies.
Each of these Investment Divisions invests solely in a corresponding Portfolio
of the Funds. You choose the Investment Divisions that meet your investment
style. We may establish additional Investment Divisions at our discretion. The
Separate Account may include other Investment Divisions that will not be
available under the Policy.

THE FUNDS

The Funds sell shares of the Portfolios to the Separate Account. The
Portfolios are set up exclusively for variable annuity and variable life
insurance products. The Portfolios are not the same mutual Funds that you buy
through your stockbroker or through a retail mutual Fund. However, they may have
similar investment strategies and the same portfolio managers as retail mutual
Funds.

We do not guarantee the investment results of any of the Portfolios. Since
each Portfolio has different investment objectives, each is subject to different
risks. The prospectuses for the Funds and the Funds' Statement of Additional
Information describe these risks and the Portfolio's

<PAGE>
8 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

expenses. We have included the Funds' prospectuses in this Prospectus.

The following Portfolios are available under your Certificate:

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO -- Seeks long-term capital
appreciation. It focuses on small, fast-growing companies that offer innovative
products, services or technologies to a rapidly expanding marketplace. Under
normal circumstances, the portfolio invests primarily in the equity securities
of small capitalization companies. A small capitalization company is one that
has a market capitalization within the range of the Russell 2000 Growth Index or
the S&P SmallCap 600 Index.

ALGER AMERICAN GROWTH PORTFOLIO -- Seeks long-term capital appreciation. It
focuses on growing companies that generally have broad product lines, markets,
financial resources and depth of management. Under normal circumstances, the
portfolio invests primarily in the equity securities of large companies. The
portfolio considers a large company to have a market capitalization of $1
billion or greater.

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 -- 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."

HOTCHKIS AND WILEY VARIABLE TRUST INTERNATIONAL VIP PORTFOLIO -- Seeks to
provide current income and long-term growth of income, accompanied by growth of
capital. The Portfolio invests in international equity securities.

MERCURY U.S. LARGE CAP FUND -- Seeks to achieve long-term capital growth
through investments primarily in a diversified portfolio of equity securities of
companies located in the U.S. and to a lesser extent in Canada. In selecting
securities, the Portfolio emphasizes those securities that the Portfolio's
management believes to be undervalued or have good prospects for earnings
growth.

MERRILL LYNCH DOMESTIC MONEY MARKET FUND -- Seeks to preserve capital,
maintain liquidity and achieve the highest possible current income consistent
with the foregoing objectives by investing in short-term domestic money market
securities.

MERRILL LYNCH PRIME BOND FUND -- The primary investment objective of the
Prime Bond Fund is to obtain a high level of current income. As a secondary
objective, the Prime Bond Fund seeks capital appreciation when consistent with
its primary objective. The Fund tries to provide current income -- it looks for
securities that pay interest or dividends. The Fund also may seek growth of
capital by looking for investments that will increase in value. However, the
Fund's investments emphasize current income more than growth of capital. The
Fund invests primarily in long-term corporate bonds rated A or better by either
Moody's Investors Service, Inc. or Standard & Poor's Ratings Group.

MERRILL LYNCH HIGH CURRENT INCOME FUND -- The primary investment objective
of the High Current Income Fund is to obtain a high level of current income. As
a secondary objective, the High Current Income Fund seeks capital appreciation
when consistent with its primary objective. The Fund's main goal is current
income -- it looks for securities that pay interest or dividends. The Fund may
also seek growth of capital by looking for investments that will increase in
value. However, the Fund's investments emphasize current income more than growth
of capital. The Fund invests primarily in fixed-income securities that are rated
in the lower rating categories of established rating services or in unrated
securities of comparable quality, including "junk bonds."

MERRILL LYNCH QUALITY EQUITY FUND -- The investment objective of the Quality
Equity Fund is to seek high total investment return. The Fund tries to choose a
mix of investments including some that will increase in value, some that provide
current income through interest or dividends, and some that may do both. The
Fund tries to blend these investments to create a portfolio that produces a high
total return while maintaining a low level of volatility during periods when
equity markets are declining.

MERRILL LYNCH SPECIAL VALUE FOCUS FUND -- The investment objective of the
Special Value Focus Fund is to seek long-term growth of capital. The Fund tries
to choose investments that will increase in value. The Fund invests primarily in
common stock of small companies and emerging growth companies that Fund
management believes have special investment value. This means Fund management
will look for companies that have long-term potential to grow in size or to
become more profitable, or that the stock market may value more highly in the
future.

MERRILL LYNCH GLOBAL STRATEGY FOCUS FUND -- Seeks a high total investment
return by investing primarily in a portfolio of equity and fixed income
securities, including convertible securities, of U.S. and foreign issuers.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 9
- --------------------------------------------------------------------------------

MERRILL LYNCH BASIC VALUE FOCUS FUND -- Seeks capital appreciation and,
secondarily, income by investing in securities, primarily equities, that
management of the Fund believes are undervalued and therefore represent basic
investment value.

MERRILL LYNCH GLOBAL BOND FOCUS FUND -- Seeks a high total investment return
by investing in a global portfolio of fixed income securities denominated in
various currencies, including multinational currency units.

MERRILL LYNCH GLOBAL UTILITY FOCUS FUND -- Seeks both capital appreciation
and current income through investment of at least 65% of its total assets in
equity and debt securities issued by domestic and foreign companies which are,
in the opinion of the investment adviser, primarily engaged in the ownership or
operation of facilities used to generate, transmit or distribute electricity,
telecommunications, gas or water.

MERRILL LYNCH GOVERNMENT BOND FUND -- Seeks the highest possible current
income consistent with the protection of capital afforded by investing in debt
securities issued or guaranteed by the United States Government, its agencies or
instrumentalities.

MERRILL LYNCH CAPITAL FOCUS FUND -- The investment objective of the Capital
Focus Fund is to seek high total investment return. The Fund tries to choose
some investments that will increase in value and others that pay dividends or
interest. The Fund invests in equities and debt securities (including short-term
securities). Fund management expects that usually a significant portion of the
Fund's assets will be stocks of large companies. The Fund purchases primarily
U.S. securities, but also can buy foreign securities.

MERRILL LYNCH GLOBAL GROWTH FOCUS FUND -- Seeks to achieve long-term growth
of capital by investing in a diversified portfolio of equity securities of
issuers located in various foreign countries and the United States, placing
particular emphasis on companies that have exhibited above-average growth rates
in earnings.

MERRILL LYNCH INDEX 500 FUND -- Seeks to provide investment results that,
before expenses, correspond to the aggregate price and yield performance of the
Standard & Poor's 500 Composite Stock Price Index.

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST BALANCED PORTFOLIO -- Seeks
growth of capital and reasonable current income without undue risk to principal.
The managers may allocate anywhere from 50% to 70% of assets to stock
investments, with the balance allocated to bond investments (at least 25%) and
operating cash. The portfolio's fixed income securities consist of primarily
investment-grade bonds and other debt securities.

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST PARTNERS PORTFOLIO -- Seeks to
achieve capital growth. This Portfolio's investment approach is to invest mainly
in common stocks of mid- to large-capitalization companies. The managers look
for well-managed companies whose stock prices are believed to be undervalued.

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.

INVESTMENT ADVISERS -- The Alger American Fund is managed by Fred Alger
Management, Inc., Hartford Capital Appreciation Fund, and Hartford Bond Fund are
collectively the "Hartford Funds" and are managed by HL Investment Advisors,
Inc., Hotchkis and Wiley Variable Trust is managed by Hotchkis and Wiley,
Mercury Asset Management Funds, Inc. is managed by Mercury Asset Management
International Ltd., Merrill Lynch Variable Series Funds, Inc. is advised by
Merrill Lynch Asset Management, L.P., an indirect wholly-owned subsidiary of
Merrill Lynch & Co., and Neuberger Berman Advisers Management Trust is managed
by Neuberger Berman Management Incorporated.

It is conceivable that, in the future, it may be disadvantageous for
variable life insurance separate accounts and variable annuity separate accounts
to invest in the Funds at the same time. Although we or the Funds currently do
not foresee these disadvantages, either to variable life insurance policy owners
or to variable annuity policy owners, the Board of Trustees for The Alger
American Fund, the Board of Directors for the Hartford Funds, the Board of
Trustees for the Hotchkis and Wiley Variable Trust, the Board of Directors for
Mercury Asset Management Funds, Inc., the Board of Directors of Merrill Lynch
Variable Series Funds, Inc. and the Board of Trustees for the Neuberger Berman
Advisers Management Trust Funds, (collectively, the "Boards") intend to monitor
events so that they may identify any material conflicts between the policy
owners and determine what action, if any, they should take. If the Boards
conclude that they should establish separate Funds for variable annuity and
variable life insurance separate accounts, we will bear the expense.

VOTING RIGHTS -- We will notify you of shareholder's meetings of the Funds
purchased by those Investment Divisions you have invested in. We will send you
proxy materials and instructions for you to vote the shares held for your
benefit by those Investment Divisions. We will arrange for the handling and
tallying of proxies received from you or other policy owners. If you give no
instructions, we will vote those shares in the same proportion as shares for
which we received instructions.

<PAGE>
10 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

If any federal securities laws or regulations, or their present
interpretation, change to permit us to vote Fund shares on our own, we may
decide to do so. You may attend any shareholder meeting at which shares held for
your Policy may be voted. After we begin to make payouts to you, the number of
votes you have will increase.

CHARGES AND DEDUCTIONS

DEDUCTIONS FROM PREMIUM

We deduct a percentage of your premium payment for a front-end sales load, a
premium tax charge and the deferred acquisition cost ("DAC") tax charge before
we allocate it to the Investment Divisions. The amount of each premium we
allocate to the Investment Divisions is your net premium ("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.

PREMIUM TAX CHARGE -- We deduct a tax charge from each premium you pay. The
premium tax charge covers taxes assessed against us by a state and/or other
governmental entity. The range of this charge, generally, is between 0% and 4%.

DAC TAX CHARGE -- We deduct 1.25% of each premium to cover a federal premium
tax assessed against us. This charge is reasonable in relation to our federal
income tax burden, under Section 848 of the Internal Revenue Code of 1986 ("the
Code"), resulting from the receipt of premiums. We will adjust this charge based
on changes in the applicable tax law.

DEDUCTIONS FROM INVESTMENT VALUE

MONTHLY DEDUCTION AMOUNT -- Each month we will deduct an amount from your
Investment Value to pay for the benefits provided under the Certificate. We call
this amount the Monthly Deduction Amount and it equals the sum of:

(a) the administrative expense charge;

(b) the charges for cost of insurance;

The Monthly Deduction Amount will vary from month to month.

Following is an explanation of the administrative expense charge and the
charges for cost of insurance and rider benefits.

(a) Monthly Administrative Fee

We will assess a monthly administrative charge to compensate us for
administrative costs in connection with the Certificates. We will initially
charge $5 per Coverage Month and we guarantee that the charge will never 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 minus the Cash Value on the
date we calculate this charge.

The purpose of the cost of insurance charge is to cover our anticipated
mortality costs. The current cost of insurance rates for standard risks will not
exceed those based on the 1980 Commissioners Standard Ordinary Mortality Table
(ANB), Male or Female, age nearest birthday. We will charge substandard risks a
higher cost of insurance rate. The cost of insurance rates for substandard risks
will not exceed rates based on a multiple of the 1980 Commissioners Standard
Ordinary Mortality Table (ANB), Male or Female, age nearest birthday. In
addition, the use of simplified underwriting or guaranteed issue procedures,
rather than medical underwriting, may result in a higher cost of insurance
charge for some individuals than if medical underwriting procedures were used.

We will make any changes in the cost of insurance uniformly for all insureds
of the same issue ages, sexes, risk classes and whose coverage has been in-force
for the same length of time. No change in insurance class or cost will occur as
a result of the deterioration of the Insured's health.

The rate class of an Insured affects the cost of insurance rate. We and the
employer will agree on the number of rate classes and characteristics of each
rate class. The rate classes may vary by smokers and nonsmokers, active and
retired status, and/or any other nondiscriminatory classes agreed to by the
employer.

If the Certificate includes riders, we deduct a charge from the Investment
Value on each Processing Date. We specify the applicable charge on the rider.
This charge is to compensate us for the anticipated cost of providing the rider
benefits.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 11
- --------------------------------------------------------------------------------

For a description of the riders available, see "Supplemental Benefits."

MORTALITY AND EXPENSE RISK CHARGE -- For assuming mortality and expense
risks under the Policy, we deduct a daily charge of .001781% which is equal to
.65% per year of the value of each Investment Division's assets in all Coverage
Years. We may pay an expense credit reflecting a reduction in the mortality and
expense risk rate. We will pay these credits at the end of each Coverage Month
and will use them to purchase additional Accumulation Units at the end of that
Coverage Month.

Currently, in Coverage Years 1 through 10, we will pay no expense credit.
The result is a net annual mortality and expense risk rate of .65%. In Coverage
Years 11 and later we will pay an expense credit of .15%. The result is a net
annual mortality and expense risk rate of .50%.

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 we assume is that the actual cost of insurance charges
specified in the Certificate will be insufficient to meet actual claims. The
expense risk we assume is that expenses we incur for issuing and administering
the Certificates will exceed the administrative charges we deducted from
Investment Value.

If these charges are insufficient to cover actual costs and assumed risks,
the loss will fall on us. However, if the charge proves more than sufficient, we
will add any excess to our surplus.

YOUR CERTIFICATE

OWNERSHIP RIGHTS -- As long as your Certificate is in force, you may
exercise all rights under the Certificate while the Insured is alive and you
have not named an irrevocable beneficiary.

BENEFICIARY -- You name the beneficiary in your enrollment form for the
Certificate. You may change the beneficiary (unless irrevocably named) while the
Insured is alive by notifying us, in writing. If no beneficiary is living when
the Insured dies, we will pay the Death Proceeds to you if living; or,
otherwise, to your estate.

ASSIGNMENT -- You may assign your rights under the Certificate. Until you
notify us in writing, no assignment is effective against us. We are not
responsible for the validity of any assignment.

STATEMENTS -- We will send you a statement at least once each year, showing:

(a) the Certificate's current Cash Value, Cash Surrender Value and Face Amount;

(b) the premiums paid, Monthly Deduction Amounts and any Loans since your last
statement;

(d) any notifications required by the provisions of your Certificate; and

(e) any other information required by the Insurance Department of the state
where we delivered your Certificate.

ISSUANCE OF YOUR CERTIFICATE -- To purchase a Certificate you must submit an
enrollment form to our Customer Service Center. The specific form you complete
will depend on the underwriting classification and plan design of the Policy.
Generally, we will only issue a Certificate on the lives of Insureds between the
ages of 20 and 79 who supply evidence of insurability satisfactory to us. In
addition, we will not issue a Certificate with a Face Amount of less than the
minimum Face Amount. Acceptance is subject to our underwriting rules and we
reserve the right to reject an enrollment form for any reason. If we accept your
enrollment form, your Certificate will become effective on the Coverage Date
only after we receive all outstanding delivery requirements and the initial
premium payment shown in your Certificate.

In the event you are exchanging an existing contract(s) for a new
Certificate under Section 1035 of the Internal Revenue Code, the Coverage Date
will be the date that you make the 1035 exchange. You make this 1035 exchange by
assigning the existing contract(s) to us and completing an enrollment form. Upon
receipt of the assignment form, we will surrender the existing contract(s) for
its cash surrender value. We will apply the surrender proceeds we receive as
premium to the Certificate. During the time between the Coverage Date and the
date we receive the cash surrender value of the existing contract(s) or a
premium payment, there will be no gap in coverage. We will make charges and
deductions (other than those of the Portfolios) for this period; however, you
will not experience investment returns.

RIGHT TO EXAMINE THE CERTIFICATE -- You have a limited right to return your
Certificate for cancellation. You may deliver or mail the Certificate to us or
to the agent who sold you the Certificate within ten (10) calendar days after
delivery of the Certificate to you. Some states provide for a longer period.

In the event you return your Certificate, we will return to you within seven
(7) days of our receipt of the Certificate, either:

(i) the total amount of premiums; or

<PAGE>
12 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

(i) the Cash Value plus charges deducted under the Certificate.

The amount we return depends upon the state we issued your Certificate in.

PREMIUMS

PREMIUM PAYMENT FLEXIBILITY -- You have considerable flexibility as to when,
in what amounts and what level of premiums, within a range determined by us, you
pay under the Certificate. You choose a premium once you have determined the
level and pattern of the death benefit.

Your Certificate specifies the minimum initial premium amount you must pay
on the Coverage Date. You may pay additional premiums at any time, subject to
the premium limitations set by the Internal Revenue Code. For details on these
premium limitations see, "Premium Limitation." You have the right to pay
additional premiums of at least $100.00 at any time, unless otherwise agreed to
by us.

Your Certificate may lapse if the value of your Certificate becomes
insufficient to cover the Monthly Deduction Amounts. If this happens you may pay
additional premiums in order to prevent your Certificate from terminating. For
details see, "Lapse and Reinstatement."

ALLOCATION OF PREMIUM PAYMENTS -- During the right to examine period, we
allocate your initial premium payment in accordance with state law requirements.
If you choose to cancel your Certificate, some states require the return of your
initial premium, while others require the return of the Certificate's Cash
Value.

- - State of issue requires return of initial premium

If the state of issue of your Certificate requires that we return your
initial premium, we will, when we issue your Certificate and until the end of
the right to examine period, allocate your initial Net Premium to the Merrill
Lynch Domestic Money Market Investment Division. Upon the expiration of the
right to examine period, we will, at a later date, invest the initial Net
Premium according to your initial allocation instructions. However, any accrued
interest will remain in the Merrill Lynch Domestic Money Market Investment
Division if you selected it as an initial allocation option. This later date is
the later of:

1. ten (10) calendar days after we receive the Initial Premium; and

2. the date we receive the final requirements to put the Certificate in force.

We will allocate any additional premiums received prior to this later date
to the Merrill Lynch Domestic Money Market Investment Division.

- - State of issue requires return of Certificate's Cash Value

If the state of issue of your Certificate requires that we return the
Certificate's Cash Value, we will allocate the initial Net Premium among your
chosen Investment Divisions. In this case you will bear full investment risk for
any amounts we allocate to the Investment Division during the right to examine
period. This automatic immediate investment feature only applies if specified in
your Certificate. Please check with your agent to determine the status of your
Certificate.

You may change the Net Premium allocation if you notify us in writing.
Portions you allocate to the Investment Divisions must be whole percentages of
5% or more. We will allocate subsequent Net Premiums 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; and

- - If the asset rebalancing option is in effect, we will allocate Net Premiums
accordingly, until you terminate this option. (See "Transfers Among Investment
Divisons-- Asset Rebalancing.")

You will receive several different types of notification that explain what
your current premium allocation is. The Certificate shows the initial allocation
you chose on the enrollment form. In addition, we will send you written
confirmation, after we receive your premium payment, that shows you how we
allocated your premium. A Certificate's annual statement will also summarize
your current premium allocation.

ACCUMULATION UNITS -- We use Net Premiums allocated to the Investment
Divisions to credit Accumulation Units under the Certificates.

We determine the number of Accumulation Units in each Investment Division to
be credited under the Certificate (including the initial allocation to the
Merrill Lynch Domestic Money Market Investment Division) as follows:

1. Multiply the Net Premium by the appropriate allocation percentage to
determine the portion we will invest in the Investment Division; then

2. Divide each portion to be invested in an Investment Division by the
Accumulation Unit value of that particular Investment Division we computed
following the receipt of the payment.

Deductions made for the monthly deduction amount on each Processing Date
will reduce the number of Accumulation Units under the Certificate. (See
"Deductions from Investment Value -- Monthly Deduction Amount.")

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 13
- --------------------------------------------------------------------------------

ACCUMULATION UNIT VALUES -- The Accumulation Unit value for each Investment
Division will vary daily to reflect the investment experience and charges of the
applicable Portfolio, as well as the daily deduction for mortality and expense
risks. We will determine the Accumulation Unit value 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 us.

PREMIUM LIMITATION -- If we receive premiums that 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 any applicable interest no later than sixty
(60) days after the end of a Coverage Year.

We will accept a premium payment that results in an increase in the death
benefit greater than the amount of the premium, only after we approve evidence
of insurability.

DEATH BENEFITS AND
POLICY VALUES

VALUES UNDER THE CERTIFICATE

CASH SURRENDER VALUE -- 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.

INVESTMENT 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."

DEATH BENEFITS

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 "Taxes - Income Taxation of Certificate Benefits."
Each Certificate must qualify under either the GPT or the CVAT. Prior to issue,
you choose the procedure under which a Certificate will qualify. Once you choose
either the GPT or the CVAT 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. This is necessary in order for
the Certificate to meet the current federal tax definition of life insurance,
which places limitations on the amount of premiums that may be paid and the Cash
Values that can accumulate relative to the death benefit. The factors used to
determine the Variable Insurance Amount depend on the testing procedure chosen
and are in the Certificate.

Under the GPT, there is also a maximum amount of premium that may be paid
with respect to each Certificate.

Use of the CVAT can be advantageous if you intend to maximize the total
amount of premiums paid under a Certificate. An offsetting consideration,
however, is that the factors we use to determine the Variable Insurance Amount
are higher under the CVAT, which can result in a higher death benefit over time
and a higher total cost of insurance.

DEATH BENEFITS 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.

<PAGE>
14 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 will be the Death Proceeds.

OPTION CHANGE

While the Certificate is in force, you may change the death benefit option
you selected. You must make your request to change your death benefit option in
writing and during the lifetime of the Insured.

CHANGE FROM OPTION A TO OPTION B -- If the change is from Death Benefit
Option A to Death Benefit Option B, the Insured must provide us with
satisfactory evidence of insurability. 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.

CHANGE FROM OPTION B TO OPTION A -- 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 our approval of the change. We
will notify you when we have made the change.

PAYMENT OPTIONS -- We may pay the Death Proceeds under the Certificate in a
lump sum or we may apply the proceeds to one of our payment options. The minimum
amount that may be placed under a payment option is $5,000 unless we consent to
a lesser amount. Once payments under payment options 2, 3 or 4 begin, you may
not surrender the Certificate to receive a lump sum settlement in place of the
life insurance payments. The following options are available under the
Certificate:

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, we may make payments less often. The first, second and third payment
options are based on a net investment rate of 3% per annum. We may, however,
from time to time, at our discretion if mortality appears more favorable and
interest rates justify, apply other tables that will result in higher monthly
payments for each $1,000 applied under one or more of the four payment options.

We may agree to other arrangements for income payments.

INCREASES AND DECREASES IN FACE AMOUNT -- The minimum Face Amount of the
Certificate is $50,000. At any time after purchasing a Certificate, you may
request a change in the Face Amount by making a written request to us at our
Customer Service Center.

You must request an increase in the Face Amount in writing to us. All
requests are subject to evidence of insurability satisfactory to us and subject
to our current rules. Any increase we approve 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. We will apply decreases:

(a) to the most recent increase; then

(b) successively to each prior increase, and then

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 15
- --------------------------------------------------------------------------------

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 coverage maturity
date ("Maturity Date"), we will pay you the Cash Surrender Value on the date you
surrender the Certificate. However, on the Maturity Date, the Certificate will
terminate and we will have no further obligations under the Certificate.

MAKING WITHDRAWALS FROM
THE CERTIFICATE

SURRENDER -- At any time prior to the Maturity Date, provided the
Certificate is in effect and has a Cash Surrender Value, you 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 written
request for surrender to us. We will determine the Cash Surrender Value as of
the Valuation Day we receive the request, in a written form satisfactory to us,
at our Customer Service Center, or the date that you request, whichever is
later.

The Cash Surrender Value is the net amount available upon surrender of the
Certificate and equals the Cash Value, minus Debt, minus any charges accrued but
not yet deducted. We will terminate the Certificate on the date of receipt of
the written request, or the date you request the surrender to be effective,
whichever is later.

We may pay the Cash Surrender Value in cash or you may allocate it to any
other payment option agreed upon by us.

PARTIAL WITHDRAWALS -- At any time before the Maturity Date, and subject to
our rules then in effect, we allow twelve (12) partial withdrawals per Coverage
Year without charge. However, we allow only one (1) partial withdrawal 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, minus outstanding
Debt.

We currently impose a charge for processing partial withdrawals in excess of
twelve (12) per Coverage Year. This charge is the lesser of:

- - 2% of the amount withdrawn; and

- - $25.00.

A partial withdrawal will reduce the Cash Surrender Value, Cash Value and
Investment Value. Any partial withdrawal will permanently affect the Cash
Surrender Value and may permanently affect the death benefit payable. If Death
Benefit Option A is in effect, we reduce the Face Amount by the amount of the
partial withdrawal. Unless specified otherwise, we will deduct partial
withdrawals on a Pro Rata Basis from the Investment Divisions. A Pro Rata Basis
is an allocation method based on the proportion of the Investment Value in each
Investment Division. You must submit requests for partial withdrawals to us in
writing. The effective date of a partial withdrawal will be the Valuation Day
closest to the date that we receive the request, in writing, at our Customer
Service Center. If your Certificate is deemed to be a modified endowment
contract, a 10% penalty tax may be imposed on income distributed before the
insured attains age 59 1/2. See "Taxes -- Modified Endowment Contracts."

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 up to twelve (12) times per Coverage Year without charge. 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. You must make transfer
requests in writing on a form that we approve or by telephone in accordance with
established procedures. Our rules then in effect will limit the amounts that you
may transfer. The amounts that you transfer must be in whole percentages of 5%
or more, unless otherwise agreed to by us. Currently, the minimum value of
Accumulation Units that you may transfer from one Investment Division to another
is the lesser of:

- - $500; and

- - 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,
we will transfer the entire remaining amount.

Currently there are no restrictions on transfers other than those described
in this Prospectus. We reserve 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, we will reduce the number of Accumulation Units that we
credit to that Investment Division. We will determine the reduction by dividing:

1. the amount transferred by,

2. the Accumulation Unit value for that Investment Division on the Valuation
Day we receive your written request for transfer.

<PAGE>
16 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

In the event of a transfer to an Investment Division, we will increase the
number of Accumulation Units credited. 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 written request.

ASSET REBALANCING -- Subject to our current rules, you may authorize us to
automatically reallocate Investment Value periodically in order to maintain a
particular percentage allocation among the Investment Divisions that you have
selected. This reallocation is know as 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, we must receive a written request from you. If
you elect Asset Rebalancing, you must include all Investment Value in the
automatic reallocation. The percentages that you select under Asset Rebalancing
will override any prior percentage allocations that you have chosen and we will
allocate all future Net Premiums accordingly. We will count all transfers made
pursuant to Asset Rebalancing on the same day as one (1) transfer toward the
twelve (12) transfers per Coverage Year that we permit without charge. Once
elected, you may instruct us, in a written form satisfactory to us, at any time
to terminate the option. In addition, we will terminate your participation in
Asset Rebalancing if you make any transfer outside of Asset Rebalancing.

DOLLAR COST AVERAGING -- You may elect to allocate your Net Premiums among
the Investment Divisions under the dollar cost averaging option program ("DCA
Program"). If you choose to participate in the DCA Program, we will deposit your
Net Premiums into the Merrill Lynch Domestic Money Market Investment Division.
Each month, we will withdraw amounts from that Division and allocate them to the
other Investment Divisions in accordance with your allocation instructions. The
transfer date will be the monthly anniversary of your first transfer under your
initial DCA election. We will make the first transfer within five (5) business
days after we receive your initial election, either in writing or by telephone,
subject to the telephone transfer procedures described in this Prospectus.

We will allocate your Net Premium to the Investment Divisions that you
specify, in the proportions that you specify. If, on any transfer date, your
Investment Value that we have allocated to the Merrill Lynch Domestic Money
Market Investment Division is less than the amount you have elected to transfer,
we will terminate your participation in the DCA Program. Any transfers made in
connection with the DCA Program must be whole percentages of 5% or more, unless
we otherwise agree. In addition, transfers made under the DCA Program count
toward the twelve (12) transfers per coverage year that we permit you without
charge.

You may also cancel your DCA election by notifying us in writing.

The main objective of the DCA Program is to minimize the impact of
short-term price fluctuations. The DCA Program allows you to take advantage of
market fluctuations. Since we transfer the same dollar amount to other
Investment Divisions at set intervals, the DCA Program allows you to purchase
more Accumulation Units when prices are low and fewer Accumulation Units when
prices are high. Therefore, you may achieve a lower average cost per
Accumulation Unit over the long-term. However, it is important to understand
that a DCA Program does not assure a profit or protect against loss in a
declining market. If you choose to participate in the DCA Program you should
have the financial ability to continue making investments through periods of low
price levels.

You cannot make transfers under Asset Rebalancing and participate in the DCA
Program at the same time.

PROCEDURES FOR TELEPHONE TRANSFERS -- You may make telephone transfers in
two ways. You may directly contact a customer service representative. You 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. If you
intend to conduct telephone transfers through the VRU, you will be asked to
complete a Telephone Authorization Form.

We 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 you. 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 us through a written letter. Moreover, all VRU transactions will
be assigned a unique confirmation number which will become part of the
Certificate's history. We are not liable for any loss, cost or expense for
action on telephone instructions which are believed to be genuine in accordance
with these procedures.

PROCESSING OF TRANSACTIONS -- Generally, we process your transactions only
on a Valuation Day. We will process requests that we receive on a Valuation Day
before the close

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 17
- --------------------------------------------------------------------------------

of trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m. Eastern
Time) on that same day, except as otherwise indicated in this Prospectus. We
will process requests that we receive after the close of the NYSE as of the next
Valuation Day.

LOANS

As long as the Certificate is in effect, you may obtain without the consent
of the beneficiary (provided the designation of beneficiary is not irrevocable),
a cash Loan from us. The maximum Loan amount is equal to the sum of the Cash
Surrender Value plus outstanding Debt, multiplied by .90, minus outstanding
Debt.

We will transfer the amount of each Loan on a Pro Rata Basis from each of
the Investment Divisions (unless you specify otherwise) to the Loan Account. We
use the Loan Account 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. We will transfer the
difference between the value of the Loan Account and any outstanding Debt from
the Investment Divisions to the Loan Account on each Certificate Anniversary.
Interest payments are due as shown in the Certificate. If you do not pay
interest within five (5) days of its due date, we will add it to the amount of
the Loan as of its due date.

The maximum adjustable loan interest rate we may charge for Loans is 5% per
year.

CREDITED INTEREST -- We will credit interest on amounts in the Loan Account
for Coverage Years 1 through 10 at a rate equal to the adjustable loan interest
rate, minus 1%. We will credit interest on amounts in the Loan Account for
Coverage Years 11 and later at a rate equal to the adjustable loan interest
rate, minus .20%.

LOAN REPAYMENTS -- You can repay any part of or the entire Loan at any time.
We will allocate the amount of the Loan repayment to your chosen Investment
Divisions on a Pro Rata Basis, determined as of the date of the Loan repayment.
Unless specified otherwise, we will treat any additional premium payments that
we receive during the period when a Loan is outstanding as Loan repayments.

TERMINATION DUE TO EXCESSIVE DEBT -- If total outstanding Debt 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 you do not make sufficient Loan repayment by the end
of this 31-day period, the Certificate will terminate 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, your 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,
your 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.

LAPSE AND REINSTATEMENT

LAPSE AND GRACE PERIOD -- We provide a sixty-one (61) calendar day grace
period, from the date we mail you notice that the Cash Surrender Value is
insufficient to pay the charges due under the Certificate. Unless you have given
us written notice of termination in advance of the date of termination of the
Certificate, insurance will continue in force during this period. You will be
liable to us for all unpaid charges due under the Certificate for the period
that the Certificate remains in force.

In the event that total outstanding Debt 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 you do not make sufficient Loan repayment 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
Policy is terminated or (ii) the Certificate has been surrendered for cash, we
may reinstate the Certificate prior to the Maturity Date, provided:

(a) you make your request within three (3) years of the date of lapse. Some
states provide a longer period; and

(b) you submit satisfactory evidence of insurability to us.

We will not require evidence of insurability, if you reinstate your
Certificate within one (1) month after the end of the 61-calendar day grace
period, provided the Insured is alive.

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

<PAGE>
18 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

(b) Net Premiums attributable to premiums paid at the time of reinstatement.

Upon reinstatement, you must repay or carry over to the reinstated
certificate any Debt at the time of termination.

TERMINATION OF POLICY

The employer or we may terminate participation in the Policy. 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, we will not accept
any new enrollment forms for new Insureds on or after the date that we receive
or send notice of discontinuance, whichever is applicable. In addition, we will
not issue any new Certificates. If you discontinue premium payments, we will
continue insurance coverage under the Certificate as long as the Cash Surrender
Value is sufficient to cover the charges due. We will not continue the coverage
under the Certificate beyond attained age 100. Attained age means the Insured's
age on the birthday nearest to the Coverage Date plus the period since the
Coverage Date. In addition, we will not continue any optional benefit rider
beyond the Certificate's date of termination. If the 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
Policy, provided you have not canceled or surrendered it, subject to our
qualifications then in effect. You will then pay Certificate premiums directly
to us.

CONTRACT LIMITATIONS

PARTIAL WITHDRAWALS -- We limit you to twelve (12) partial withdrawals per
Coverage Year.

TRANSFERS OF ACCOUNT VALUE -- We reserve the right to limit the size of
transfers and remaining balances and to limit the number and frequency of
transfers among the Investment Divisions.

FACE AMOUNT INCREASES OR DECREASES -- We reserve the right to limit the
number of Face Amount increases or decreases made under the Certificate to no
more than one (1) in any twelve (12) month period.

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 New York Stock Exchange is closed for some reason
other than a regular holiday or Weekend, trading is restricted by the Securities
and Exchange Commission ("SEC") or the SEC declares that an emergency exists.

DEFERRAL OF PAYMENTS -- We may defer payment of any Cash Surrender Values,
withdrawals and loan amounts that are not attributable to the Investment
Divisions for up to six (6) months from the date of the request. If we defer
payment for more than thirty (30) days, we will pay you interest.

CHANGES TO CONTRACT OR
SEPARATE ACCOUNT

MODIFICATION OF POLICY -- The only way we may modify the policy is by a
written agreement signed by our President, or one of our Vice Presidents,
Secretaries, or Assistant Secretaries.

SUBSTITUTION OF FUNDS -- We reserve the right to substitute the shares of
any other registered investment company for the shares of any Fund already
purchased or to be purchased in the future by the Separate Account provided that
the substitution has been approved by the Securities and Exchange Commission.

CHANGE IN OPERATION OF THE SEPARATE ACCOUNT -- We may modify the operation
of the Separate Account to the extent permitted by law, including deregistration
under the securities laws.

SEPARATE ACCOUNT TAXES -- Currently, we do not make a charge to the Separate
Account for federal, state and local taxes that may be allocable to the Separate
Account. In the future, we may begin to charge the Separate Account for federal,
state and local taxes if the applicable federal, state or local tax laws that
impose tax on us and/or the Separate Account change. We may make charges for
other taxes that are imposed on the Separate Account.

SUPPLEMENTAL BENEFITS

The following supplemental benefit may in the future be included in a
Certificate, subject to our current restrictions and limitations.

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 "Taxes-- Income
Taxation of Certificate Benefits."

OTHER MATTERS

REDUCED CHARGES FOR ELIGIBLE GROUPS -- We may reduce certain of the charges
and deductions described above for

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 19
- --------------------------------------------------------------------------------

Policies issued in connection with a specific plan, in accordance with our
current internal policies as of the date we approve the application for a
policy. To qualify for such a reduction, a plan must satisfy certain criteria,
e.g., as to size of the plan, expected number of participants and anticipated
premium payment from the plan. Generally, the sales contacts and effort,
administrative costs and mortality cost per policy vary, based on such factors
as the size of the plan, the purposes for which policies are purchased and
certain characteristics of the plan's members. The amount of reduction and the
criteria for qualification will be reflected in the reduced sales effort and
administrative costs resulting from, and the different mortality experience
expected as a result of, sales to qualifying plans. We 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 policy owners invested in the
Separate Account.

OUR RIGHTS -- We reserve the right to take certain actions in connection
with our operations and the operations of the Separate Account. We will take
these actions in accordance with applicable laws (including obtaining any
required approval of the Securities and Exchange Commission). If necessary, we
will seek your approval.

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 your voting rights or of any other persons who
have voting rights as to the Separate Account.

We also reserve the right to change the name of the Separate Account.

LIMIT ON RIGHT TO CONTEST -- We may not contest the validity of the
Certificate after it has been in effect during the Insured's lifetime for two
(2) years from the Issue Date. If we reinstate the Certificate, the 2-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 2 years from its
effective date. In addition, if the Insured commits suicide in the 2-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, we will appropriately adjust the amount of all benefits
payable, as specified in the Certificate.

ASSIGNMENT -- The Certificate may be assigned as collateral for a loan or
other obligation. We are not responsible for any payment made or action taken
before receipt of written notice of such assignment. You must file proof of
interest with any claim under a collateral assignment.

DIVIDENDS -- No dividends will be paid under the Certificates.

YEAR 2000

IN GENERAL -- The Year 2000 issue relates to the ability or inability of
computer hardware, software and other information technology (IT) systems, as
well as non-IT systems, such as equipment and machinery with imbedded chips and
microprocessors, to properly process information and data containing or related
to dates beginning with the year 2000 and beyond. The Year 2000 issue exists
because, historically, many IT and non-IT systems that are in use today were
developed years ago when a year was identified using a two-digit date field
rather than a four-digit date field. As information and data containing or
related to the century date are introduced to date sensitive systems, these
systems may recognize the year 2000 as "1900", or not at all, which may result
in systems processing information incorrectly. This, in turn, may significantly
and adversely affect the integrity and reliability of information databases of
IT systems, may cause the malfunctioning of certain non-IT systems, and may
result in a wide variety of adverse consequences to a company. In addition, Year
2000 problems that occur with third parties with which a company does business,
such as suppliers, computer vendors, distributors and others, may also adversely
affect any given company.

The integrity and reliability of Hartford's IT systems, as well as the
reliability of its non-IT systems, are integral aspects of Hartford's business.
Hartford issues insurance policies, annuities, mutual funds and other financial
products to individual and business customers, nearly all of which contain date
sensitive data, such as policy expiration dates, birth dates and premium payment
dates. In addition, various IT systems support communications and other systems
that integrate Hartford's various business segments and field offices. Hartford
also has business relationships with numerous third parties that affect
virtually all aspects of Hartford's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
securities broker-dealers and other distributors of financial products, many of
which provide date sensitive

<PAGE>
20 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

data to Hartford, and whose operations are important to Hartford's business.

INTERNAL YEAR 2000 EFFORTS AND TIMETABLE -- Beginning in 1990, Hartford
began working on making its IT systems Year 2000 ready, either through
installing new programs or replacing systems. Since January 1998, Hartford's
Year 2000 efforts have focused on the remaining Year 2000 issues related to IT
and non-IT systems in all of Hartford's business segments. These Year 2000
efforts include the following five main initiatives: (1) identifying and
assessing Year 2000 issues; (2) taking actions to remediate IT and non-IT
systems so that they are Year 2000 ready; (3) testing IT and non-IT systems for
Year 2000 readiness; (4) deploying such remediated and tested systems back into
their respective production environments; and (5) conducting internal and
external integrated testing of such systems. As of December 31, 1998, Hartford
substantially completed initiatives (1) through (4) of its internal Year 2000
efforts. Hartford has begun initiative (5) and management currently anticipates
that such activity will continue into the fourth quarter of 1999.

THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE -- Hartford's Year 2000 efforts
include assessing the potential impact on Hartford of third parties' Year 2000
readiness. Hartford's third party Year 2000 efforts include the following three
main initiatives: (1) identifying third parties which have significant business
relationships with Hartford, including, without limitation, insurance agents,
brokers, third party administrators, banks and other distributors and servicers
of financial products, and inquiring of such third parties regarding their Year
2000 readiness; (2) evaluating such third parties' responses to Hartford's
inquiries; and (3) based on the evaluation of third party responses (or a third
party's failure to respond) and the significance of the business relationship,
conducting additional activities with respect to third parties as determined to
be necessary in each case. These activities may include conducting additional
inquiries, more in-depth evaluations of Year 2000 readiness and plans, and
integrated IT systems testing. Hartford has completed the first third party
initiative and, as of early 1999, had substantially completed evaluating third
party responses received. Hartford has begun conducting the additional
activities described in initiative (3) and management currently anticipates that
it will continue to do so through the end of 1999. However, notwithstanding
these third party Year 2000 efforts, Hartford does not have control over these
third parties and, as a result, Hartford cannot currently determine to what
extent future operating results may be adversely affected by the failure of
these third parties to adequately address their Year 2000 issues.

YEAR 2000 COSTS -- The costs of Hartford's Year 2000 program that were
incurred through the year ended December 31, 1997 were not material to
Hartford's financial condition or results of operations. The after-tax costs of
Hartford's Year 2000 efforts for the year ended December 31, 1998 were
approximately $3 million. Management currently estimates that after-tax costs
related to the Year 2000 program to be incurred in 1999 will be less than $10
million. These costs are being expensed as incurred.

RISKS AND CONTINGENCY PLANS -- If significant Year 2000 problems arise,
including problems arising with third parties, failures of IT and non-IT systems
could occur, which in turn could result in substantial interruptions in
Hartford's business. In addition, Hartford's investing activities are an
important aspect of its business and Hartford may be exposed to the risk that
issuers of investments held by it will be adversely impacted by Year 2000
issues. Given the uncertain nature of Year 2000 problems that may arise,
especially those related to the readiness of third parties discussed above,
management cannot determine at this time whether the consequences of Year 2000
related problems that could arise will have a material impact on Hartford's
financial condition or results of operations.

Hartford is in the process of developing certain contingency plans so that
if, despite its Year 2000 efforts, Year 2000 problems ultimately arise, the
impact of such problems may be avoided or minimized. These contingency plans are
being developed based on, among other things, known or reasonably anticipated
circumstances and potential vulnerabilities. The contingency planning also
includes assessing the dependency of Hartford's business on third parties and
their Year 2000 readiness. Hartford currently anticipates that internal and
external contingency plans will be substantially complete by the end of the
second quarter of 1999. However, in many contexts, Year 2000 issues are dynamic,
and ongoing assessments of business functions, vulnerabilities and risks must be
made. As such, new contingency plans may be needed in the future and/or existing
plans may need to be modified as circumstances warrant.

TAXES

GENERAL

SINCE FEDERAL TAX LAW IS COMPLEX, THE TAX CONSEQUENCES OF PURCHASING THIS
POLICY WILL VARY DEPENDING ON YOUR SITUATION. YOU MAY NEED TAX OR LEGAL ADVICE
TO HELP YOU DETERMINE WHETHER PURCHASING THIS POLICY IS RIGHT FOR YOU.

Our general discussion of the tax treatment of this policy is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this policy cannot be made in the prospectus. We also do not discuss
state, municipal or other tax laws that may apply to this policy. For detailed
information, you should consult with a qualified tax adviser familiar with your
situation.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 21
- --------------------------------------------------------------------------------

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 "Death Benefits and Policy Values -
Values Under the Certificate"). 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, or is exchanged for a modified endowment
contract. 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 contract are treated first as income, then as a recovery of basis.
Taxable withdrawals are subject to a 10% additional tax. Generally, only
distributions and loans made in the first year in which a policy becomes a
modified endowment contract, 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. In addition, if there is a reduction in benefits under the Certificate
within the first seven Coverage Years, the seven-pay test is applied as if the
Certificate had initially been issued at the reduced benefit level. Any
reduction in benefits attributable to the nonpayment of premiums will not be
taken into account for purposes of the seven-pay test if the benefits are
reinstated within 90 days after the reduction.

If the Certificate satisfies the seven-pay test for seven years,
distributions and loans made thereafter will not be subject to the modified
endowment contract rules, unless the Certificate is changed materially. The
seven-pay test will be applied anew at any time the Certificate undergoes a

<PAGE>
22 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

material change, which includes an increase in the Face Amount.

Before assigning, pledging, or requesting a Loan under a Certificate that is
a modified endowment contract, an owner should consult a qualified tax adviser.

All modified endowment contracts 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 contract 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

The Code requires that investments supporting your policy be adequately
diversified. Code Section 817 provides that a variable life insurance contract
will not be treated as a life insurance contract for any period during which the
investments made by the separate account or underlying fund are not adequately
diversified. If a policy is not treated as a life insurance contract, the policy
owner will be subject to income tax on annual increases in cash value.

The Treasury Department's diversification regulations require, among other
things, that:

- - no more than 55% of the value of the total assets of the segregated asset
account 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 the
case of government securities, each government agency or instrumentality is
treated as a separate issuer.

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 still comply within a reasonable period and avoid
the taxation of contract income on an ongoing basis. However, either the company
or the policy owner must agree to pay the tax due for the period during which
the diversification requirements were not met.

We monitor the diversification of investments in the separate accounts and
test for diversification as required by the Code. We intend to administer all
policies subject to the diversification requirements in a manner that will
maintain adequate diversification.

OWNERSHIP OF THE ASSETS IN
THE SEPARATE ACCOUNT

In order for a variable life insurance contract to qualify for tax deferral,
assets in the separate accounts supporting the contract must be considered to be
owned by the insurance company and not by the policy owner. It is unclear under
what circumstances an investor is considered to have enough control over the
assets in the separate account to be considered the owner of the assets for tax
purposes.

The IRS has issued several rulings discussing investor control. These
rulings say that certain incidents of ownership by the policy owner, such as the
ability to select and control investments in a separate account, will cause the
policy owner to be treated as the owner of the assets for tax purposes.

In its explanation of the diversification regulations, the Treasury
Department recognized that the temporary regulations "do not provide guidance
concerning the circumstances in which investor control of the investments of a
segregated asset account may cause the investor, rather than the insurance
company, to be treated as the owner of the assets in the account." The
explanation further indicates that "the temporary regulations provide that in
appropriate cases a segregated asset account may include multiple sub-accounts,
but do not specify the extent to which policyholders may direct their
investments to particular sub-accounts without being treated as the owners of
the underlying assets. Guidance on this and other issues will be provided in
regulations or revenue rulings under Section 817(d), relating to the definition
of variable policy."

The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this prospectus, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.

Due to the lack of specific guidance on investor control, there is some
uncertainty about when a policy owner is considered the owner of the assets for
tax purposes. We reserve the right to modify the policy, as necessary, to
prevent you from being considered the owner of assets in the separate account.

TAX DEFERRAL DURING ACCUMULATION PERIOD

Under existing provisions of the Code, except as described below, any
increase in an owner's Investment Value is generally not taxable to the Policy
Owner unless

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 23
- --------------------------------------------------------------------------------

amounts are received (or are deemed to be received) under the Policy prior to
the Insured's death. If the Policy is surrendered or matures, the amount
received will be includable in the Policy Owner's income to the extent that it
exceeds the Policy Owner's "investment in the contract." (If there is any debt
at the time of a surrender, then such debt will be treated as an amount
distributed to the owner.) The "investment in the contract" is the aggregate
amount of premium payments and other consideration paid for the Policy, less the
aggregate amount received previously under the Policy to the extent such amounts
received were excluded from gross income. Whether partial withdrawals (or other
such amounts deemed to be distributed) from the Policy constitute income to the
Policy Owner depends, in part, upon whether the Policy is considered a modified
endowment policy for Federal income tax purposes.

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.

PERFORMANCE RELATED INFORMATION

The Separate Account may advertise certain performance related information
concerning its Investment Divisions. Performance information about an Investment
Division is based on the Investment Division's past performance only and is no
indication of future performance.

Each Investment Division may include total return in advertisements, sales
literature, and other promotional materials. When an Investment Division
advertises its total return, it will usually be calculated for one year, three
years, five years, and ten years or some other relevant periods if the
Investment Division has not been in existence for at least ten years. Total
return may also be calculated for the most recent fiscal quarter and for the
period since underlying fund inception. Total return is measured by comparing
the value of an investment in the Investment Division at the beginning of the
relevant period to the value of the investment at the end of the period.

The Investment Divisions investing in the Hartford Bond Fund, Merrill Lynch
Prime Bond Fund, Merrill Lynch High Current Income Fund, Merrill Lynch Global
Bond Focus Fund and Merrill Lynch Government Bond Fund may advertise yield in
addition to total return. The yield will be computed in the following manner:
The net investment income per unit earned during a recent one month period is
divided by the unit value on the last day of the period. This figure reflects
the Certificate charges described below.

The Investment Division investing in the Merrill Lynch Domestic Money Market
Fund may advertise yield and effective yield. The yield of an Investment
Division is based upon the income earned by the Investment Division over a
seven-day period and then annualized, i.e., the income earned in the period is
assumed to be earned every seven days over a 52-week period and stated as a
percentage of the investment. Effective yield is calculated similarly, but when
annualized, the income earned by the investment is assumed to be reinvested in
Division units and thus compounded in the course of a 52-week period. Yield
reflects the Certificate charges described below.

Total return for an Investment Division includes deductions for the maximum
sales load charge, mortality and expense risk charge, DAC tax charge, and the
administrative expense charge, and is therefore lower than total return at the
Portfolio level, where there are no comparable charges. The performance results
do not reflect the cost of insurance or any state or local premium taxes. If
these charges were included, the total return figures would be lower. Total
return may also be calculated to include deductions for Separate Account
charges, but not include deductions for the sales load charge, DAC tax charge or
any state or local premium taxes. If reflected, the total return figures would
reduce the performance quoted. Yield for an Investment Division includes all
recurring charges (except sales charges) and is therefore lower than yield at
the Portfolio level, where there are no comparable charges.

We may provide information on various topics to current and prospective
owners in advertising, sales literature or other materials. These topics may
include the relationship between sectors of the economy and the economy as a
whole and its effect on various securities markets, investment strategies and
techniques (such as value investing, dollar cost averaging and asset
allocation), plan and trust arrangements, the advantages and disadvantages of
investing in tax-advantaged and taxable instruments, current and prospective
owner profiles and hypothetical purchase scenarios, financial management and tax
and retirement planning, and investment alternatives, including comparisons
between the Certificates and the characteristics of and market for such
alternatives.

LEGAL PROCEEDINGS

The Separate Account is not a party to any pending material legal
proceedings.

<PAGE>
24 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

GLOSSARY OF SPECIAL TERMS

As used in this Prospectus, the following terms have the indicated meanings:

ACCUMULATION UNIT: A unit of measure we use to calculate the value of an
Investment Division.

CASH SURRENDER VALUE: The Cash Value, minus Debt, minus accrued charges that we
have not deducted.

CASH VALUE: The Investment Value plus the Loan Account Value.

CERTIFICATE: The form evidencing and describing your rights, benefits, and
options under the Policy. The Certificate will describe, among other things, (i)
the benefits payable upon the death of the named Insured, (ii) to whom the
benefits are payable and (iii) the limits and other terms of the Policy as they
pertain to the Insured.

CERTIFICATE ANNIVERSARY: An anniversary of the Coverage Date.

COVERAGE DATE: The date insurance under the Certificate is effective as to an
Insured and from which we determine Coverage Months and Coverage Years.

COVERAGE MONTH(S): The 1-month period and each successive 1-month period
following the Coverage Date.

COVERAGE YEAR(S): The 12-month period and each successive 12-month period
following the Coverage Date.

CUSTOMER SERVICE CENTER: The service area of Hartford Life and Annuity Insurance
Company located at 100 Campus Drive, Suite 250, Florham Park, New Jersey 07932.

DEATH PROCEEDS: The amount that we will pay on the death of the Insured. This
equals the death benefit minus any outstanding Debt plus any rider benefits
payable.

DEBT: The aggregate amount of outstanding Loans, plus any interest accrued at
the adjustable loan interest rate.

FACE AMOUNT: The minimum death benefit as long as the Certificate is in force.
We specify the Face Amount you chose on your Certificate. We may change the Face
Amount after certificate issuance on your request or due to a change in death
benefit option or a partial withdrawal.

HARTFORD OR US OR WE OR OUR: Hartford Life and Annuity Insurance Company.

INSURED: The person on whose life we issue the Certificate. We identify the
Insured 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.

INVESTMENT VALUE: The sum of the values of assets in the Investment Divisions
under the Certificate.

LOAN: Any amount borrowed against the Investment Value under the Certificate.

LOAN ACCOUNT: An account in our general account, established for any amounts
transferred from the Investment Divisions for requested loans. The Loan Account
credits a fixed rate of interest that is not based on the investment experience
of the Separate Account.

LOAN ACCOUNT VALUE: The amounts of the Investment Value transferred to (or from)
our 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%.

MONTHLY DEDUCTION AMOUNT: The fees and charges deducted from the Investment
Value on the Processing Date.

NET PREMIUM: The amount of premium credited to the Investment Divisions.

YOU OR YOUR: The person or legal entity designated as the owner in the
enrollment form or as subsequently changed. This person or legal entity may be
someone other than the Insured. You possess all rights under the Policy with
respect to the Certificate.

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 date.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined at the close of the New York Stock
Exchange (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.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 25
- --------------------------------------------------------------------------------

WHERE YOU CAN FIND MORE INFORMATION

You can call your representative with questions or write to us at:

International Corporate Marketing Group
Attn: Registered Products
100 Campus Drive, Suite 250
Florham Park, NJ 07932

The Statement of Additional Information, which is attached to this
prospectus, contains more information about this life insurance policy. Like
this prospectus, it is filed with the Securities and Exchange Commission. You
should read the Statement of Additional Information because you are bound by the
terms contained in it.

We file other information with the Securities and Exchange Commission. You
may read and copy any document we file at the SEC's public reference room in
Washington, DC 20549-6009. Please call the SEC at 1-800-SEC-0330 for further
information. Our SEC filings are also available to the public at the SEC's web
site at http:// www.sec.gov.

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

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

STATEMENT OF ADDITIONAL INFORMATION
ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
FUTUREVANTAGE

This Statement of Additional Information is not a prospectus. We will send
you a prospectus if you write us at International Corporate Marketing Group,
Attn: Registered Products, 100 Campus Drive, Suite 250, Florham Park, NJ 07932.

DATE OF PROSPECTUS: MAY 3, 1999

DATE OF STATEMENT OF ADDITIONAL INFORMATION: MAY 3, 1999

<PAGE>
2 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GENERAL INFORMATION AND HISTORY....................................... 3
SERVICES.............................................................. 6
EXPERTS............................................................... 6
DISTRIBUTION OF THE POLICIES.......................................... 6
ADDITIONAL INFORMATION ABOUT CHARGES.................................. 7
ILLUSTRATION OF BENEFITS.............................................. 8
FINANCIAL STATEMENTS..................................................
</TABLE>

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION 3
- --------------------------------------------------------------------------------

GENERAL INFORMATION
AND HISTORY

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("HARTFORD")

Hartford Life and Annuity Insurance Company is controlled by Hartford Life
Insurance Company, which is controlled by Hartford Life & Accident Insurance
Company, which is controlled by Hartford Life Inc., which is controlled by
Hartford Accident & Indemnity Company, which is controlled by Hartford Fire
Insurance Company, which is controlled by Nutmeg Insurance Company, which is
controlled by The Hartford Financial Services Group, Inc. Each of these
companies is engaged in the business of insurance and financial services.

The following table shows a brief description of the business experience of
officers and directors of Hartford Life and Annuity Insurance Company:

Gregory A. Boyko Senior Vice President, Vice President & Controller (1995-1997), Hartford Life Insurance
Director, 1997* Company; Director (1997-Present); Senior Vice President
(1997-Present), Chief Financial Officer & Treasurer
(1997-1998); Vice 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.

Peter W. Cummins 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.

Timothy M. Fitch Vice President, 1995 Vice President (1995-Present); Actuary (1994-Present); Assistant
Actuary, 1997 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.
</TABLE>

<PAGE>

4 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
POSITION WITH HARTFORD; OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
NAME YEAR OF ELECTION FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------------- ------------------------------------- ----------------------------------------------------------------
<S> <C> <C>
Mary Jane B. Fortin Vice President & Chief Accounting Vice President & Chief Accounting Office (1998-Present),
Officer, 1998 Hartford Life Insurance Company; Vice President & Chief
Accounting Officer, (1998-Present), Royal Life Insurance
Company of America; Vice President & Chief Accounting Officer
(1998-Present) Alpine Life Insurance Company; Chief Accounting
Officer (1997-Present), Hartford Life, Inc.; Director, Finance
(1995-1997), Value Health, Inc.; Senior Manager (1993-1995),
Coopers and Lybrand; Audit Manager (1993-1996) Arthur Andersen
& Co.

David T. Foy Senior Vice President & Senior Vice President (1998-Present), Vice President (1998),
Treasurer, 1998 Assistant Vice President (1995-1998), Hartford; Senior Vice
President (1998-Present), Hartford Life and Accident Insurance
Company; Director, Strategic Planning Corporate Finance
(1995-1996), IA Product Development (1994-1995), Hartford;
Various Actuarial Roles (1989-1993) Milliman & Robertson.

Lynda Godkin Senior Vice President, 1997 Assistant General Counsel and Secretary (1994-1995), Hartford;
General Counsel, 1996 Director (1997-Present); Senior Vice President (1997-Present);
Corporate Secretary, 1996 General Counsel (1996-Present); Corporate Secretary
Director, 1997* (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.

Lois W. Grady Senior Vice President, 1998 Vice President (1994-1998), Hartford; Senior Vice President
Vice President, 1994 (1998-Present); Vice President (1993-1997); Assistant Vice
President (1987-1993), Hartford Life and Accident Insurance
Company; Senior Vice President (1998-Present); Vice President
(1994-1997); Assistant Vice President (1987-1994), Hartford
Life Insurance Company.

Stephen T. Joyce 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.

Michael D. Keeler Vice President, 1998 Vice President (1998-Present); Hartford Life and Accident
Insurance Company; Vice President (1995-1997), Providian
Insurance; Supervisor/ Manager (1985-1995), U.S. West
Communications.
</TABLE>

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION 5
- --------------------------------------------------------------------------------

Thomas M. Marra Executive Vice President, 1996 Senior Vice President (1993-1996); Director of Individual
Director, Individual Life and Annuities (1991-1993), Hartford; Director (1994-Present);
Annuity Division, 1993 Executive Vice President (1995-Present); Director, Individual
Director, 1994* 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.

Steven L. Matthieson Vice President, 1984 Director of New Business (1984-1997), Hartford.

Craig R. Raymond 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.

Lowndes A. Smith 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.

David M. Znamierowski Senior Vice President, 1997 Vice President (1997) Senior Vice President (1997) Director,
Director, 1998 Risk Management Strategy (1996) Director (1998), Hartford;
Director (1998-Present); Senior Vice President (1997-Present);
Hartford Life and Accident Insurance Company; Vice President,
Investment Strategy (1997-Present), Hartford Life, Inc.; Vice
President, Investment Strategy & Policy (1991-1996), Aetna
Life and Casualty.
</TABLE>

- ---------

* Denotes date of election to Board of Directors of Hartford.

** Affiliated Company of The Hartford Financial Services Group, Inc.

<PAGE>
6 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.

ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE was established as a
separate account under Connecticut law on October 9, 1995. The Separate Account
is classified as a unit investment trust registered with the Securities and
Exchange Commission under the Investment Company Act of 1940.

SERVICES

SAFEKEEPING OF ASSETS -- Title to the assets of the Separate Account is held
by Hartford. The assets are kept physically segregated and are held separate and
apart from Hartford's general corporate assets. Records are maintained of all
purchases and redemptions of Fund shares held in each of the Investment
Divisons.

EXPERTS

INDEPENDENT PUBLIC ACCOUNTANTS -- 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 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.

ACTUARIAL EXPERT -- The hypothetical Policy illustrations included in this
Statement of Additional Information and the registration statement with respect
to the Separate Account have been approved by James M. Hedreen, FSA, MAAA,
Actuary, for Hartford, and are included in reliance upon his opinion as to their
reasonableness.

DISTRIBUTION OF THE POLICIES

Hartford Equity Sales Company, Inc. ("HESCO") serves as principal
underwriter for the Certificates and will offer the Policies on a continuous
basis. HESCO is controlled by Hartford and is located at the same address as
Hartford. HESCO is registered with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc. ("NASD").

The Policies will be sold by salespersons who represent Hartford as
insurance agents and who are registered representatives of HESCO or certain
other registered broker-dealers who have entered into distribution agreements
with HESCO.

The maximum sales commission payable to Hartford agents, independent
registered insurance brokers, and other registered broker-dealers is 6% of the
premiums paid. Additionally, expense allowances, service fees and asset-based
trail commissions may be paid. A sales representative may be required to return
all or a portion of the commissions paid if a Certificate terminates prior to
the Certificate's second Certificate Anniversary.

Broker-dealers or financial institutions are compensated according to a
schedule set forth HESCO and any applicable rules or regulations for variable
insurance compensation. Compensation is generally based on premium payments.
This compensation is usually paid from the sales charges described in the
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 other financial institutions based
on total sales by the broker-dealer or financial institution of insurance
products. These payments, which may be different for broker-dealers or financial
institutions, will be made by HESCO, its affiliates or Hartford out of their
assets and will not effect the amounts paid by the policy owners or contract
owners to purchase, hold or surrender variable insurance products.

The following table shows officers and directors of HESCO:

<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES
- ----------------------- ----------------------------------------
<S> <C>
Lowndes A. Smith President and Chief Executive Officer,
Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General Counsel
and Corporate Secretary, Director
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller
</TABLE>

ADDITIONAL INFORMATION ABOUT CHARGES

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 load is 9% of any premium

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION 7
- --------------------------------------------------------------------------------

paid in Coverage Years 1 through 7 and 7% of any premium paid in Coverage Years
8 and later.

Front-end sales loads cover the expenses related to the sale and
distribution of the Certificates.

REDUCED CHARGES FOR ELIGIBLE GROUPS -- Certain of the charges and deductions
described above 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 this 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 the 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. From time to time, we may modify
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 Certificate Owners invested in ICMG
Registered Variable Life Separate Account One.

UNDERWRITING PROCEDURES -- To purchase a Certificate you must submit an
enrollment form to us. Within limits, you may choose the initial Premium and the
initial Face Amount. Certificates generally will be issued only on the lives of
insureds ages 79 and under who supply evidence of insurability satisfactory to
us. Acceptance is subject to our underwriting rules and we reserve the right to
reject an enrollment form for any reason. No change in the terms or conditions
of a Certificate will be made without your consent.

The cost of insurance charge is to cover our anticipated mortality costs. We
use various underwriting procedures, including medical underwriting procedures,
depending on the characteristics of the group to which the 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
Policy that are agreed to by Hartford and the participating employer. The actual
monthly cost of insurance rates will be based on our expectations as to future
experience. We 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.

INCREASES IN FACE AMOUNT -- At any time after purchasing a Certificate, You
may request In Writing to change the Face Amount. The minimum Face Amount of the
Certificate is $50,000.

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 Us 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. We reserve the right to limit the number of increases made under the
Certificate to not more than one in any 12 month period.

<PAGE>
8 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES
AND CASH SURRENDER VALUES

The following tables illustrate how the death benefit, Cash Value and Cash
Surrender Value of a Policy may change with the investment experience of the
Separate Account. They 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. They
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 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 0.71%. The 0.71% figure is based on an
average of the current management fees and expenses of the available 21
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 0.71%, 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
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>
STATEMENT OF ADDITIONAL INFORMATION 9
- --------------------------------------------------------------------------------

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% (-0.71% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS -------------------------------------- --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 12,255 12,255 250,000 11,013 11,013 250,000
2 30,355 24,264 24,264 250,000 21,842 21,842 250,000
3 46,680 36,032 36,032 250,000 32,492 32,492 250,000
4 63,821 47,595 47,595 250,000 42,967 42,967 250,000
5 81,819 58,972 58,972 250,000 53,269 53,269 250,000

6 100,717 70,276 70,276 250,000 63,402 63,402 250,000
7 120,560 81,418 81,418 250,000 73,362 73,362 250,000
8 126,588 79,852 79,852 250,000 70,846 70,846 250,000
9 132,917 78,262 78,262 250,000 68,208 68,208 250,000
10 139,563 76,637 76,637 250,000 65,427 65,427 250,000

11 146,541 75,072 75,072 250,000 62,488 62,488 250,000
12 153,868 73,435 73,435 250,000 59,369 59,369 250,000
13 161,561 71,705 71,705 250,000 56,058 56,058 250,000
14 169,639 69,875 69,875 250,000 52,533 52,533 250,000
15 178,121 67,939 67,939 250,000 48,771 48,771 250,000

16 187,027 65,823 65,823 250,000 44,735 44,735 250,000
17 196,378 63,582 63,582 250,000 40,381 40,381 250,000
18 206,197 61,200 61,200 250,000 35,654 35,654 250,000
19 216,507 58,664 58,664 250,000 30,487 30,487 250,000
20 227,332 55,954 55,954 250,000 24,807 24,807 250,000

25 290,140 38,852 38,852 250,000 0 0 0
30 370,300 12,157 12,157 250,000 0 0 0
</TABLE>

<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES AND
FRONT-END SALES LOADS.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND 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>
10 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 6% (5.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 13,004 13,004 250,000 11,713 11,713 250,000
2 30,355 26,525 26,525 250,000 23,936 23,936 250,000
3 46,680 40,592 40,592 250,000 36,698 36,698 250,000
4 63,821 55,267 55,267 250,000 50,033 50,033 250,000
5 81,819 70,598 70,598 250,000 63,972 63,972 250,000

6 100,717 86,724 86,724 250,000 78,555 78,555 250,000
7 120,560 103,600 103,600 250,000 93,818 93,818 250,000
8 126,588 107,957 107,957 250,000 96,756 96,756 250,000
9 132,917 112,490 112,490 250,000 99,736 99,736 250,000
10 139,563 117,201 117,201 251,015 102,750 102,750 250,000

11 146,541 122,265 122,265 254,715 105,797 105,797 250,000
12 153,868 127,508 127,508 258,543 108,870 108,870 250,000
13 161,561 132,926 132,926 262,441 111,974 111,974 250,000
14 169,639 138,526 138,526 266,411 115,105 115,105 250,000
15 178,121 144,316 144,316 270,460 118,261 118,261 250,000

16 187,027 150,257 150,257 274,524 121,435 121,435 250,000
17 196,378 156,401 156,401 278,692 124,615 124,615 250,000
18 206,197 162,754 162,754 282,989 127,787 127,787 250,000
19 216,507 169,322 169,322 287,437 130,932 130,932 250,000
20 227,332 176,111 176,111 292,050 134,036 134,036 250,000

25 290,140 213,502 213,502 317,630 148,541 148,541 250,000
30 370,300 257,114 257,114 348,117 159,259 159,259 250,000
</TABLE>

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>
STATEMENT OF ADDITIONAL INFORMATION 11
- --------------------------------------------------------------------------------

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% (11.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 13,752 13,752 250,000 12,415 12,415 250,000
2 30,355 28,875 28,875 250,000 26,116 26,116 250,000
3 46,680 45,522 45,522 250,000 41,251 41,251 250,000
4 63,821 63,894 63,894 250,000 57,989 57,989 250,000
5 81,819 84,199 84,199 250,000 76,514 76,514 250,000

6 100,717 106,749 106,749 255,196 97,042 97,042 250,000
7 120,560 131,603 131,603 305,548 119,652 119,652 277,959
8 126,588 144,993 144,993 327,058 130,809 130,809 295,236
9 132,917 159,730 159,730 350,190 142,959 142,959 313,614
10 139,563 175,936 175,936 375,073 156,178 156,178 333,161

11 146,541 194,030 194,030 402,362 170,554 170,554 353,951
12 153,868 213,922 213,922 431,763 186,180 186,180 376,063
13 161,561 235,766 235,766 463,337 203,165 203,165 399,580
14 169,639 259,751 259,751 497,248 221,623 221,623 424,590
15 178,121 286,087 286,087 533,681 241,676 241,676 451,189

16 187,027 314,904 314,904 572,689 263,446 263,446 479,475
17 196,378 346,533 346,533 614,644 287,061 287,061 509,558
18 206,197 381,239 381,239 659,826 312,650 312,650 541,548
19 216,507 419,316 419,316 708,538 340,344 340,344 575,569
20 227,332 461,077 461,077 761,095 370,287 370,287 611,749

25 290,140 738,217 738,217 1,093,196 560,051 560,051 830,141
30 370,300 1,174,008 1,174,008 1,582,212 835,513 835,513 1,127,269
</TABLE>

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>
12 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 0% (-0.71% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS -------------------------------------- --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 12,245 12,245 262,277 10,960 10,960 261,067
2 30,355 24,222 24,222 274,276 21,680 21,680 271,807
3 46,680 35,928 35,928 286,005 32,156 32,156 282,304
4 63,821 47,395 47,395 297,492 42,386 42,386 292,554
5 81,819 58,637 58,637 308,752 52,361 52,361 302,550

6 100,717 69,803 69,803 319,924 62,077 62,077 312,287
7 120,560 80,771 80,771 330,909 71,515 71,515 321,748
8 126,588 79,021 79,021 329,161 68,454 68,454 318,697
9 132,917 77,234 77,234 327,377 65,247 65,247 315,502
10 139,563 75,396 75,396 325,543 61,872 61,872 312,141

11 146,541 73,592 73,592 323,736 58,315 58,315 308,599
12 153,868 71,688 71,688 321,841 54,559 54,559 304,860
13 161,561 69,657 69,657 319,820 50,596 50,596 300,915
14 169,639 67,493 67,493 317,667 46,412 46,412 296,749
15 178,121 65,192 65,192 315,377 41,989 41,989 292,345

16 187,027 62,656 62,656 312,861 37,296 37,296 287,675
17 196,378 59,968 59,968 310,186 32,300 32,300 282,704
18 206,197 57,113 57,113 307,345 26,957 26,957 277,390
19 216,507 54,078 54,078 304,324 21,215 21,215 271,680
20 227,332 50,845 50,845 301,108 15,024 15,024 265,527

25 290,140 30,901 30,901 281,276 0 0 0
30 370,300 1,963 1,963 252,514 0 0 0
</TABLE>

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>
STATEMENT OF ADDITIONAL INFORMATION 13
- --------------------------------------------------------------------------------

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% (5.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 12,992 12,992 262,962 11,658 11,658 261,709
2 30,355 26,479 26,479 276,406 23,758 23,758 273,771
3 46,680 40,474 40,474 290,358 36,313 36,313 286,288
4 63,821 55,030 55,030 304,866 49,339 49,339 299,274
5 81,819 70,185 70,185 319,970 62,846 62,846 312,739

6 100,717 86,117 86,117 335,836 76,846 76,846 326,698
7 120,560 102,736 102,736 352,397 91,341 91,341 341,150
8 126,588 106,791 106,791 356,441 93,389 93,389 343,205
9 132,917 110,972 110,972 360,611 95,339 95,339 345,163
10 139,563 115,266 115,266 364,896 97,160 97,160 346,995

11 146,541 119,835 119,835 369,441 98,831 98,831 348,679
12 153,868 124,496 124,496 374,094 100,324 100,324 350,187
13 161,561 129,224 129,224 378,817 101,620 101,620 351,500
14 169,639 134,015 134,015 383,603 102,692 102,692 352,591
15 178,121 138,867 138,867 388,449 103,509 103,509 353,429

16 187,027 143,679 143,679 393,264 104,024 104,024 353,970
17 196,378 148,532 148,532 398,114 104,185 104,185 354,162
18 206,197 153,410 153,410 402,990 103,926 103,926 353,938
19 216,507 158,300 158,300 407,879 103,168 103,168 353,223
20 227,332 163,182 163,182 412,761 101,835 101,835 351,938

25 290,140 186,477 186,477 436,098 83,804 83,804 334,253
30 370,300 204,206 204,206 453,963 35,836 35,836 286,943
</TABLE>

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>
14 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 12% (11.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 14,807 13,740 13,740 263,644 12,356 12,356 262,347
2 30,355 28,824 28,824 278,611 25,920 25,920 275,806
3 46,680 45,387 45,387 295,044 40,812 40,812 290,582
4 63,821 63,614 63,614 313,126 57,167 57,167 306,810
5 81,819 83,693 83,693 333,044 75,127 75,127 324,630

6 100,717 105,976 105,976 355,134 94,853 94,853 344,202
7 120,560 130,564 130,564 379,522 116,509 116,509 365,689
8 126,588 143,665 143,665 392,517 126,596 126,596 375,706
9 132,917 158,086 158,086 406,823 137,552 137,552 386,586
10 139,563 173,951 173,951 422,562 149,440 149,440 398,393

11 146,541 191,674 191,674 440,122 162,344 162,344 411,208
12 153,868 211,170 211,170 459,463 176,350 176,350 425,118
13 161,561 232,599 232,599 480,723 191,563 191,563 440,226
14 169,639 256,162 256,162 504,101 208,092 208,092 456,640
15 178,121 282,082 282,082 529,815 226,056 226,056 474,479

16 187,027 310,491 310,491 564,663 245,570 245,570 493,858
17 196,378 341,676 341,676 606,029 266,759 266,759 514,901
18 206,197 375,895 375,895 650,575 289,748 289,748 537,733
19 216,507 413,436 413,436 698,603 314,670 314,670 562,486
20 227,332 454,611 454,611 750,423 341,670 341,670 589,305

25 290,140 727,860 727,860 1,077,858 514,542 514,542 762,685
30 370,300 1,157,531 1,157,531 1,560,005 767,560 767,560 1,035,588
</TABLE>

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>
STATEMENT OF ADDITIONAL INFORMATION 15
- --------------------------------------------------------------------------------

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% (-0.71% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS -------------------------------------- --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 5,056 5,056 250,000 3,967 3,967 250,000
2 12,915 9,950 9,950 250,000 7,810 7,810 250,000
3 19,861 14,682 14,682 250,000 11,525 11,525 250,000
4 27,154 19,283 19,283 250,000 15,111 15,111 250,000
5 34,812 23,768 23,768 250,000 18,560 18,560 250,000

6 42,853 28,270 28,270 250,000 21,871 21,871 250,000
7 51,296 32,680 32,680 250,000 25,027 25,027 250,000
8 60,161 37,116 37,116 250,000 28,137 28,137 250,000
9 69,469 41,451 41,451 250,000 31,066 31,066 250,000
10 79,242 45,678 45,678 250,000 33,797 33,797 250,000

11 89,504 49,855 49,855 250,000 36,324 36,324 250,000
12 100,279 53,900 53,900 250,000 38,634 38,634 250,000
13 111,593 57,796 57,796 250,000 40,724 40,724 250,000
14 123,473 61,545 61,545 250,000 42,584 42,584 250,000
15 135,947 65,146 65,146 250,000 44,201 44,201 250,000

16 149,044 68,536 68,536 250,000 45,552 45,552 250,000
17 162,796 71,777 71,777 250,000 46,609 46,609 250,000
18 177,236 74,865 74,865 250,000 47,334 47,334 250,000
19 192,398 77,794 77,794 250,000 47,682 47,682 250,000
20 208,318 80,556 80,556 250,000 47,609 47,609 250,000

25 300,684 91,468 91,468 250,000 39,298 39,298 250,000
30 418,569 96,050 96,050 250,000 8,990 8,990 250,000
</TABLE>

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>
16 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 6% (5.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 5,369 5,369 250,000 4,242 4,242 250,000
2 12,915 10,890 10,890 250,000 8,609 8,609 250,000
3 19,861 16,568 16,568 250,000 13,101 13,101 250,000
4 27,154 22,441 22,441 250,000 17,726 17,726 250,000
5 34,812 28,533 28,533 250,000 22,482 22,482 250,000

6 42,853 34,989 34,989 250,000 27,373 27,373 250,000
7 51,296 41,717 41,717 250,000 32,391 32,391 250,000
8 60,161 48,853 48,853 250,000 37,661 37,661 250,000
9 69,469 56,287 56,287 250,000 43,058 43,058 250,000
10 79,242 64,027 64,027 250,000 48,576 48,576 250,000

11 89,504 72,180 72,180 250,000 54,219 54,219 250,000
12 100,279 80,666 80,666 250,000 59,989 59,989 250,000
13 111,593 89,488 89,488 250,000 65,898 65,898 250,000
14 123,473 98,674 98,674 250,000 71,953 71,953 250,000
15 135,947 108,249 108,249 250,000 78,162 78,162 250,000

16 149,044 118,192 118,192 250,000 84,527 84,527 250,000
17 162,796 128,588 128,588 250,000 91,051 91,051 250,000
18 177,236 139,467 139,467 250,000 97,732 97,732 250,000
19 192,398 150,832 150,832 256,048 104,571 104,571 250,000
20 208,318 162,615 162,615 269,670 111,573 111,573 250,000

25 300,684 228,154 228,154 339,428 149,883 149,883 250,000
30 418,569 305,690 305,690 413,886 196,465 196,465 266,297
</TABLE>

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>
STATEMENT OF ADDITIONAL INFORMATION 17
- --------------------------------------------------------------------------------

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% (11.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 5,683 5,683 250,000 4,518 4,518 250,000
2 12,915 11,868 11,868 250,000 9,442 9,442 250,000
3 19,861 18,608 18,608 250,000 14,813 14,813 250,000
4 27,154 25,996 25,996 250,000 20,681 20,681 250,000
5 34,812 34,116 34,116 250,000 27,095 27,095 250,000

6 42,853 43,184 43,184 250,000 34,117 34,117 250,000
7 51,296 53,191 53,191 250,000 41,801 41,801 250,000
8 60,161 64,373 64,373 250,000 50,353 50,353 250,000
9 69,469 76,720 76,720 250,000 59,730 59,730 250,000
10 79,242 90,356 90,356 250,000 70,023 70,023 250,000

11 89,504 105,573 105,573 250,000 81,347 81,347 250,000
12 100,279 122,410 122,410 250,000 93,832 93,832 250,000
13 111,593 140,968 140,968 277,036 107,633 107,633 250,000
14 123,473 161,367 161,367 308,909 122,930 122,930 250,000
15 135,947 183,785 183,785 342,841 139,864 139,864 261,116

16 149,044 208,351 208,351 378,911 158,283 158,283 288,078
17 162,796 235,333 235,333 417,409 178,292 178,292 316,483
18 177,236 264,956 264,956 458,569 200,005 200,005 346,433
19 192,398 297,471 297,471 502,651 223,540 223,540 378,037
20 208,318 333,149 333,149 549,927 249,024 249,024 411,411

25 300,684 570,213 570,213 844,406 411,143 411,143 609,421
30 418,569 943,503 943,503 1,271,559 647,589 647,589 873,723
</TABLE>

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>
18 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 0% (-0.71% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS -------------------------------------- --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 5,052 5,052 255,075 3,947 3,947 254,046
2 12,915 9,933 9,933 259,971 7,749 7,749 257,860
3 19,861 14,640 14,640 264,692 11,399 11,399 261,523
4 27,154 19,201 19,201 269,266 14,897 14,897 265,033
5 34,812 23,631 23,631 273,706 18,229 18,229 268,379

6 42,853 28,077 28,077 278,151 21,393 21,393 271,557
7 51,296 32,417 32,417 282,500 24,367 24,367 274,547
8 60,161 36,767 36,767 286,859 27,255 27,255 277,452
9 69,469 40,996 40,996 291,098 29,917 29,917 280,132
10 79,242 45,093 45,093 295,206 32,331 32,331 282,567

11 89,504 49,108 49,108 299,227 34,485 34,485 284,743
12 100,279 52,952 52,952 303,086 36,363 36,363 286,644
13 111,593 56,600 56,600 306,750 37,959 37,959 288,262
14 123,473 60,047 60,047 310,214 39,257 39,257 289,585
15 135,947 63,289 63,289 313,473 40,242 40,242 290,597

16 149,044 66,230 66,230 316,438 40,886 40,886 291,269
17 162,796 68,953 68,953 319,179 41,154 41,154 291,568
18 177,236 71,443 71,443 321,689 41,004 41,004 291,453
19 192,398 73,689 73,689 323,955 40,385 40,385 290,872
20 208,318 75,674 75,674 325,962 39,249 39,249 289,779

25 300,684 80,896 80,896 331,321 24,475 24,475 275,267
30 418,569 75,659 75,659 326,283 0 0 0
</TABLE>

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>
STATEMENT OF ADDITIONAL INFORMATION 19
- --------------------------------------------------------------------------------

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% (5.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 5,365 5,365 255,363 4,220 4,220 254,299
2 12,915 10,871 10,871 260,857 8,540 8,540 258,611
3 19,861 16,519 16,519 266,493 12,957 12,957 263,019
4 27,154 22,344 22,344 272,303 17,469 17,469 267,524
5 34,812 28,364 28,364 278,306 22,069 22,069 272,116

6 42,853 34,741 34,741 284,653 26,753 26,753 276,792
7 51,296 41,364 41,364 291,255 31,500 31,500 281,534
8 60,161 48,366 48,366 298,235 36,423 36,423 286,452
9 69,469 55,628 55,628 305,475 41,380 41,380 291,406
10 79,242 63,147 63,147 312,972 46,346 46,346 296,372

11 89,504 71,014 71,014 320,809 51,307 51,307 301,333
12 100,279 79,131 79,131 328,905 56,242 56,242 306,270
13 111,593 87,480 87,480 337,234 61,138 61,138 311,170
14 123,473 96,065 96,065 345,799 65,976 65,976 316,013
15 135,947 104,890 104,890 354,604 70,733 70,733 320,776

16 149,044 113,865 113,865 363,566 75,369 75,369 325,423
17 162,796 123,080 123,080 372,761 79,842 79,842 329,909
18 177,236 132,529 132,529 382,189 84,092 84,092 334,179
19 192,398 142,206 142,206 391,847 88,053 88,053 338,164
20 208,318 152,104 152,104 401,726 91,655 91,655 341,797

25 300,684 204,302 204,302 453,854 101,941 101,941 352,322
30 418,569 258,524 258,524 508,069 89,473 89,473 340,378
</TABLE>

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>
20 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 12% (11.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST CASH SURRENDER DEATH CASH SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6,300 5,678 5,678 255,649 4,495 4,495 254,552
2 12,915 11,847 11,847 261,775 9,367 9,367 259,391
3 19,861 18,553 18,553 268,434 14,648 14,648 264,636
4 27,154 25,881 25,881 275,708 20,376 20,376 270,326
5 34,812 33,909 33,909 283,675 26,585 26,585 276,493

6 42,853 42,867 42,867 292,552 33,319 33,319 283,181
7 51,296 52,723 52,723 302,329 40,608 40,608 290,421
8 60,161 63,699 63,699 313,218 48,626 48,626 298,386
9 69,469 75,771 75,771 325,194 57,292 57,292 306,996
10 79,242 89,039 89,039 338,358 66,649 66,649 316,293

11 89,504 103,757 103,757 352,949 76,754 76,754 326,333
12 100,279 119,927 119,927 368,992 87,665 87,665 337,173
13 111,593 137,672 137,672 386,600 99,455 99,455 348,886
14 123,473 157,156 157,156 405,932 112,199 112,199 361,547
15 135,947 178,558 178,558 427,167 125,977 125,977 375,235

16 149,044 201,980 201,980 450,412 140,862 140,862 390,023
17 162,796 227,723 227,723 475,952 156,932 156,932 405,990
18 177,236 256,017 256,017 504,024 174,261 174,261 423,209
19 192,398 287,123 287,123 534,885 192,922 192,922 441,754
20 208,318 321,320 321,320 568,812 212,999 212,999 461,707

25 300,684 550,266 550,266 814,866 338,577 338,577 586,514
30 418,569 911,769 911,769 1,228,791 517,272 517,272 764,193
</TABLE>

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 SA-1
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life and Annuity Insurance Company

ICMG Registered Variable Life Separate Account One FutureVantage and to the
Owners of Units of Interest therein:

We have audited the accompanying statements of assets and liabilities of
Hartford Life and Annuity Insurance Company ICMG Registered Variable Life
Separate Account One FutureVantage (Alger American Growth, Alger American Small
Capitalization, Hartford Bond, Hartford Capital Appreciation, Merrill Lynch
American Balanced, Merrill Lynch Basic Value Focus, Merrill Lynch Developing
Capital Markets Focus, Merrill Lynch Domestic Money Market, Merrill Lynch Global
Bond Focus, Merrill Lynch Global Strategy Focus, Merrill Lynch Global Utility
Focus, Merrill Lynch Government Bond, Merrill Lynch High Current Income, Merrill
Lynch Index 500, Merrill Lynch International Equity Focus, Merrill Lynch Natural
Resources Focus, Merrill Lynch Prime Bond, Merrill Lynch Quality Equity, Merrill
Lynch Special Value Focus, Neuberger & Berman AMT Balanced and Neuberger &
Berman AMT Partners) (collectively, the Account) as of December 31, 1998, and
the related statements of operations and statements of changes in net assets for
the periods presented. 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 audit.

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 audit provides 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 the Account as of December 31,
1998 and the results of its operations and the changes in its net assets for the
period presented in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 25, 1999
<PAGE>
SA-2 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE

FUTUREVANTAGE
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998

<TABLE>
<CAPTION>
ALGER AMERICAN
ALGER AMERICAN SMALL
GROWTH CAPITALIZATION HARTFORD BOND
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
ASSETS:
Investments:
Alger American Growth
Portfolio
Shares 264
Cost $11,711
Market Value....... $ 14,063 -- --
Alger American Small
Capitalization
Portfolio
Shares 260
Cost $11,316
Market Value....... -- $ 11,438 --
Hartford Bond HLS
Fund, Inc. - Class
IA
Shares 9,824
Cost $10,451
Market Value....... -- -- $ 10,615
Hartford Capital
Appreciation HLS
Fund, Inc. - Class
IA
Shares 2,362
Cost $10,639
Market Value....... -- -- --
Merrill Lynch
American Balanced
Fund
Shares 667
Cost $9,952
Market Value....... -- -- --
Merrill Lynch Basic
Value Focus Fund
Bond Portfolio
Shares 717
Cost $9,952
Market Value....... -- -- --
Merrill Lynch
Developing Capital
Markets Focus Fund
Shares 1,145
Cost $9,952
Market Value....... -- -- --
Merrill Lynch
Domestic Money
Market Fund
Shares 10,415
Cost $10,415
Market Value....... -- -- --
Merrill Lynch Global
Bond Focus Fund
Shares 1,119
Cost $10,453
Market Value....... -- -- --
Merrill Lynch Global
Strategy Focus Fund
Shares 794
Cost $9,969
Market Value....... -- -- --
Receivable from
Hartford Life and
Annuity Insurance
Company............... 7 6 7
--------------------- --------------------- ---------------------
Total Assets........... 14,070 11,444 10,622
--------------------- --------------------- ---------------------
LIABILITIES:
Payable to Hartford
Life and Annuity
Insurance Company..... 7 6 6
--------------------- --------------------- ---------------------
Total Liabilities...... 7 6 6
--------------------- --------------------- ---------------------
Net Assets (variable
life contract
liabilities).......... $ 14,063 $ 11,438 $ 10,616
--------------------- --------------------- ---------------------
--------------------- --------------------- ---------------------
VARIABLE LIFE INSURANCE
POLICIES:
Units owned by Hartford
Life and Annuity
Insurance Company..... 1,000 1,000 1,000
Unit price............. $14.0625129 $11.4380528 $10.6162260
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SA-3
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MERRILL LYNCH
MERRILL LYNCH DEVELOPING
HARTFORD CAPITAL MERRILL LYNCH BASIC VALUE CAPITAL
APPRECIATION AMERICAN BALANCED FOCUS MARKETS FOCUS
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
--------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
ASSETS:
Investments:
Alger American Growth
Portfolio
Shares 264
Cost $11,711
Market Value....... -- -- -- --
Alger American Small
Capitalization
Portfolio
Shares 260
Cost $11,316
Market Value....... -- -- -- --
Hartford Bond HLS
Fund, Inc. - Class
IA
Shares 9,824
Cost $10,451
Market Value....... -- -- -- --
Hartford Capital
Appreciation HLS
Fund, Inc. - Class
IA
Shares 2,362
Cost $10,639
Market Value....... $ 11,240 -- -- --
Merrill Lynch
American Balanced
Fund
Shares 667
Cost $9,952
Market Value....... -- $ 11,159 -- --
Merrill Lynch Basic
Value Focus Fund
Bond Portfolio
Shares 717
Cost $9,952
Market Value....... -- -- $ 10,511 --
Merrill Lynch
Developing Capital
Markets Focus Fund
Shares 1,145
Cost $9,952
Market Value....... -- -- -- $ 7,364
Merrill Lynch
Domestic Money
Market Fund
Shares 10,415
Cost $10,415
Market Value....... -- -- -- --
Merrill Lynch Global
Bond Focus Fund
Shares 1,119
Cost $10,453
Market Value....... -- -- -- --
Merrill Lynch Global
Strategy Focus Fund
Shares 794
Cost $9,969
Market Value....... -- -- -- --
Receivable from
Hartford Life and
Annuity Insurance
Company............... 6 6 6 4
--------------------- --------------------- --------------------- ---------------------
Total Assets........... 11,246 11,165 10,517 7,368
--------------------- --------------------- --------------------- ---------------------
LIABILITIES:
Payable to Hartford
Life and Annuity
Insurance Company..... 6 19 18 12
--------------------- --------------------- --------------------- ---------------------
Total Liabilities...... 6 19 18 12
--------------------- --------------------- --------------------- ---------------------
Net Assets (variable
life contract
liabilities).......... $ 11,240 $ 11,146 $ 10,499 $ 7,356
--------------------- --------------------- --------------------- ---------------------
--------------------- --------------------- --------------------- ---------------------
VARIABLE LIFE INSURANCE
POLICIES:
Units owned by Hartford
Life and Annuity
Insurance Company..... 1,000 1,000 1,000 1,000
Unit price............. $11.2400670 $11.1464569 $10.4994780 $ 7.3557351

MERRILL LYNCH MERRILL LYNCH MERRILL LYNCH
DOMESTIC GLOBAL BOND GLOBAL
MONEY MARKET FOCUS STRATEGY FOCUS
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
ASSETS:
Investments:
Alger American Growth
Portfolio
Shares 264
Cost $11,711
Market Value....... -- -- --
Alger American Small
Capitalization
Portfolio
Shares 260
Cost $11,316
Market Value....... -- -- --
Hartford Bond HLS
Fund, Inc. - Class
IA
Shares 9,824
Cost $10,451
Market Value....... -- -- --
Hartford Capital
Appreciation HLS
Fund, Inc. - Class
IA
Shares 2,362
Cost $10,639
Market Value....... -- -- --
Merrill Lynch
American Balanced
Fund
Shares 667
Cost $9,952
Market Value....... -- -- --
Merrill Lynch Basic
Value Focus Fund
Bond Portfolio
Shares 717
Cost $9,952
Market Value....... -- -- --
Merrill Lynch
Developing Capital
Markets Focus Fund
Shares 1,145
Cost $9,952
Market Value....... -- -- --
Merrill Lynch
Domestic Money
Market Fund
Shares 10,415
Cost $10,415
Market Value....... $ 10,415 -- --
Merrill Lynch Global
Bond Focus Fund
Shares 1,119
Cost $10,453
Market Value....... -- $ 11,080 --
Merrill Lynch Global
Strategy Focus Fund
Shares 794
Cost $9,969
Market Value....... -- -- $ 10,644
Receivable from
Hartford Life and
Annuity Insurance
Company............... 7 6 5
--------------------- --------------------- ---------------------
Total Assets........... 10,422 11,086 10,649
--------------------- --------------------- ---------------------
LIABILITIES:
Payable to Hartford
Life and Annuity
Insurance Company..... 17 18 17
--------------------- --------------------- ---------------------
Total Liabilities...... 17 18 17
--------------------- --------------------- ---------------------
Net Assets (variable
life contract
liabilities).......... $ 10,405 $ 11,068 $ 10,632
--------------------- --------------------- ---------------------
--------------------- --------------------- ---------------------
VARIABLE LIFE INSURANCE
POLICIES:
Units owned by Hartford
Life and Annuity
Insurance Company..... 1,000 1,000 1,000
Unit price............. $10.4051981 $11.0679925 $10.6318183
</TABLE>

<PAGE>
SA-4 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE

FUTUREVANTAGE
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
DECEMBER 31, 1998

<TABLE>
<CAPTION>
MERRILL LYNCH
GLOBAL UTILITY MERRILL LYNCH MERRILL LYNCH MERRILL LYNCH
FOCUS GOVERNMENT BOND HIGH CURRENT INCOME INDEX 500
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
ASSETS:
Investments:
Merrill Lynch Global
Utility Focus Fund
Shares 711
Cost $10,166
Market Value....... $ 12,138 -- -- --
Merrill Lynch
Government Bond Fund
Shares 982
Cost $10,445
Market Value....... -- $ 10,687 -- --
Merrill Lynch High
Current Income Fund
Shares 938
Cost $10,763
Market Value....... -- -- $ 9,485 --
Merrill Lynch Index
500 Fund
Shares 759
Cost $9,958
Market Value....... -- -- -- $ 12,314
Merrill Lynch
International Equity
Focus Fund
Shares 958
Cost $9,971
Market Value....... -- -- -- --
Merrill Lynch Natural
Resources Focus Fund
Shares 1,096
Cost $9,952
Market Value....... -- -- -- --
Merrill Lynch Prime
Bond Fund
Shares 866
Cost $10,493
Market Value....... -- -- -- --
Merrill Lynch Quality
Equity Fund
Shares 298
Cost $9,952
Market Value....... -- -- -- --
Merrill Lynch Special
Value Focus Fund
Shares 451
Cost $9,952
Market Value....... -- -- -- --
Neuberger & Berman
AMT Balanced
Portfolio
Shares 678
Cost $11,810
Market Value....... -- -- -- --
Neuberger & Berman
AMT Partners
Portfolio
Shares 539
Cost $11,173
Market Value....... -- -- -- --
Receivable from
Hartford Life and
Annuity Insurance
Company............... 7 6 5 --
------------ ------------ ----------- ------------
Total Assets........... 12,145 10,693 9,490 12,314
------------ ------------ ----------- ------------
LIABILITIES:
Payable to Hartford
Life and Annuity
Insurance Company..... 20 18 16 20
------------ ------------ ----------- ------------
Total Liabilities...... 20 18 16 20
------------ ------------ ----------- ------------
Net Assets (variable
life contract
liabilities).......... $ 12,125 $ 10,675 $ 9,474 $ 12,294
------------ ------------ ----------- ------------
------------ ------------ ----------- ------------
VARIABLE LIFE INSURANCE
POLICIES:
Units owned by Hartford
Life and Annuity
Insurance Company..... 1,000 1,000 1,000 1,000
Unit price............. $12.1250323 $10.6751519 $9.4744943 $12.2940585
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SA-5
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MERRILL LYNCH MERRILL LYNCH
INTERNATIONAL NATURAL MERRILL LYNCH MERRILL LYNCH
EQUITY FOCUS RESOURCES FOCUS PRIME BOND QUALITY EQUITY
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
ASSETS:
Investments:
Merrill Lynch Global
Utility Focus Fund
Shares 711
Cost $10,166
Market Value....... -- -- -- --
Merrill Lynch
Government Bond Fund
Shares 982
Cost $10,445
Market Value....... -- -- -- --
Merrill Lynch High
Current Income Fund
Shares 938
Cost $10,763
Market Value....... -- -- -- --
Merrill Lynch Index
500 Fund
Shares 759
Cost $9,958
Market Value....... -- -- -- --
Merrill Lynch
International Equity
Focus Fund
Shares 958
Cost $9,971
Market Value....... $ 10,229 -- -- --
Merrill Lynch Natural
Resources Focus Fund
Shares 1,096
Cost $9,952
Market Value....... -- $ 8,385 -- --
Merrill Lynch Prime
Bond Fund
Shares 866
Cost $10,493
Market Value....... -- -- $ 10,614 --
Merrill Lynch Quality
Equity Fund
Shares 298
Cost $9,952
Market Value....... -- -- -- $ 11,372
Merrill Lynch Special
Value Focus Fund
Shares 451
Cost $9,952
Market Value....... -- -- -- --
Neuberger & Berman
AMT Balanced
Portfolio
Shares 678
Cost $11,810
Market Value....... -- -- -- --
Neuberger & Berman
AMT Partners
Portfolio
Shares 539
Cost $11,173
Market Value....... -- -- -- --
Receivable from
Hartford Life and
Annuity Insurance
Company............... 5 4 6 6
------------ ----------- ------------ ------------
Total Assets........... 10,234 8,389 10,620 11,378
------------ ----------- ------------ ------------
LIABILITIES:
Payable to Hartford
Life and Annuity
Insurance Company..... 16 13 17 18
------------ ----------- ------------ ------------
Total Liabilities...... 16 13 17 18
------------ ----------- ------------ ------------
Net Assets (variable
life contract
liabilities).......... $ 10,218 $ 8,376 $ 10,603 $ 11,360
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
VARIABLE LIFE INSURANCE
POLICIES:
Units owned by Hartford
Life and Annuity
Insurance Company..... 1,000 1,000 1,000 1,000
Unit price............. $10.2177562 $8.3755157 $10.6026756 $11.3597322

MERRILL LYNCH NEUBERGER & BERMAN NEUBERGER & BERMAN
SPECIAL VALUE FOCUS AMT BALANCED AMT PARTNERS
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
---------------------- ------------------------ ------------------------
<S> <C> <C> <C>
ASSETS:
Investments:
Merrill Lynch Global
Utility Focus Fund
Shares 711
Cost $10,166
Market Value....... -- -- --
Merrill Lynch
Government Bond Fund
Shares 982
Cost $10,445
Market Value....... -- -- --
Merrill Lynch High
Current Income Fund
Shares 938
Cost $10,763
Market Value....... -- -- --
Merrill Lynch Index
500 Fund
Shares 759
Cost $9,958
Market Value....... -- -- --
Merrill Lynch
International Equity
Focus Fund
Shares 958
Cost $9,971
Market Value....... -- -- --
Merrill Lynch Natural
Resources Focus Fund
Shares 1,096
Cost $9,952
Market Value....... -- -- --
Merrill Lynch Prime
Bond Fund
Shares 866
Cost $10,493
Market Value....... -- -- --
Merrill Lynch Quality
Equity Fund
Shares 298
Cost $9,952
Market Value....... -- -- --
Merrill Lynch Special
Value Focus Fund
Shares 451
Cost $9,952
Market Value....... $ 9,004 -- --
Neuberger & Berman
AMT Balanced
Portfolio
Shares 678
Cost $11,810
Market Value....... -- $ 11,083 --
Neuberger & Berman
AMT Partners
Portfolio
Shares 539
Cost $11,173
Market Value....... -- -- $ 10,203
Receivable from
Hartford Life and
Annuity Insurance
Company............... 5 6 8
----------- ------------ ------------
Total Assets........... 9,009 11,089 10,211
----------- ------------ ------------
LIABILITIES:
Payable to Hartford
Life and Annuity
Insurance Company..... 15 6 5
----------- ------------ ------------
Total Liabilities...... 15 6 5
----------- ------------ ------------
Net Assets (variable
life contract
liabilities).......... $ 8,994 $ 11,083 $ 10,206
----------- ------------ ------------
----------- ------------ ------------
VARIABLE LIFE INSURANCE
POLICIES:
Units owned by Hartford
Life and Annuity
Insurance Company..... 1,000 1,000 1,000
Unit price............. $8.9943885 $11.0833140 $10.2060513
</TABLE>
<PAGE>
SA-6 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE

FUTUREVANTAGE
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION, FEBRUARY 4, 1998, TO DECEMBER 31, 1998

<TABLE>
<CAPTION>
ALGER AMERICAN
ALGER AMERICAN SMALL
GROWTH CAPITALIZATION HARTFORD BOND
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends.............. $1,776 $1,379 $510
EXPENSES:
Mortality and expense
risk undertakings..... (68) (62) (61)
------ ------ -----
Net investment income
(loss)................ 1,708 1,317 449
------ ------ -----
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on investment
transactions.......... 2 (7) 4
Net unrealized
appreciation
(depreciation) of
investments during the
year.................. 2,352 122 165
------ ------ -----
Net realized and
unrealized gain
(loss) on
investments......... 2,354 115 169
------ ------ -----
Net increase
(decrease) in net
assets resulting
from operations..... $4,062 $1,432 $618
------ ------ -----
------ ------ -----
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SA-7
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MERRILL LYNCH
MERRILL LYNCH DEVELOPING
HARTFORD CAPITAL MERRILL LYNCH BASIC VALUE CAPITAL
APPRECIATION AMERICAN BALANCED FOCUS MARKETS FOCUS
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends.............. $ 701 --$ -- $ --$
EXPENSES:
Mortality and expense
risk undertakings..... (61) (63) (62) (51)
------ ------ ----- -------
Net investment income
(loss)................ 640 (63) (62) (51)
------ ------ ----- -------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on investment
transactions.......... 7 1 (2) (17)
Net unrealized
appreciation
(depreciation) of
investments during the
year.................. 601 1,207 559 (2,588)
------ ------ ----- -------
Net realized and
unrealized gain
(loss) on
investments......... 608 1,208 557 (2,605)
------ ------ ----- -------
Net increase
(decrease) in net
assets resulting
from operations..... $1,248 $1,145 $495 $(2,656)
------ ------ ----- -------
------ ------ ----- -------

MERRILL LYNCH MERRILL LYNCH MERRILL LYNCH
DOMESTIC GLOBAL BOND GLOBAL
MONEY MARKET FOCUS STRATEGY FOCUS
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends.............. $469 $ 502 $ 17
EXPENSES:
Mortality and expense
risk undertakings..... (60) (62) (61)
----- ------ -----
Net investment income
(loss)................ 409 440 (44)
----- ------ -----
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on investment
transactions.......... -- 2 (2)
Net unrealized
appreciation
(depreciation) of
investments during the
year.................. -- 628 674
----- ------ -----
Net realized and
unrealized gain
(loss) on
investments......... -- 630 672
----- ------ -----
Net increase
(decrease) in net
assets resulting
from operations..... $409 $1,070 $628
----- ------ -----
----- ------ -----
</TABLE>

<PAGE>
SA-8 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE

FUTUREVANTAGE
STATEMENTS OF OPERATIONS -- (CONTINUED)
FOR THE PERIOD FROM INCEPTION, FEBRUARY 4, 1998, TO DECEMBER 31, 1998

The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SA-9
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MERRILL LYNCH MERRILL LYNCH
INTERNATIONAL NATURAL MERRILL LYNCH MERRILL LYNCH
EQUITY FOCUS RESOURCES FOCUS PRIME BOND QUALITY EQUITY
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends.............. $ 19 --$ $543 --$
EXPENSES:
Mortality and expense
risk undertakings..... (60) (56) (61) (62)
--- ------- ----- ------
Net investment income
(loss)................ (41) (56) 482 (62)
--- ------- ----- ------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on investment
transactions.......... (6) (7) 1 (3)
Net unrealized
appreciation
(depreciation) of
investments during the
year.................. 10 (1,567) 121 1,420
--- ------- ----- ------
Net realized and
unrealized gain
(loss) on
investments......... 4 (1,574) 122 1,417
--- ------- ----- ------
Net increase
(decrease) in net
assets resulting
from operations..... $(37) $(1,630) $604 $1,355
--- ------- ----- ------
--- ------- ----- ------

MERRILL LYNCH NEUBERGER & BERMAN NEUBERGER & BERMAN
SPECIAL VALUE FOCUS AMT BALANCED AMT PARTNERS
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
---------------------- ------------------------ ------------------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends.............. --$ $1,882 $1,243
EXPENSES:
Mortality and expense
risk undertakings..... (57) (60) (59)
------- ------ ------
Net investment income
(loss)................ (57) 1,822 1,184
------- ------ ------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on investment
transactions.......... (10) (15) (14)
Net unrealized
appreciation
(depreciation) of
investments during the
year.................. (948) (727) (970)
------- ------ ------
Net realized and
unrealized gain
(loss) on
investments......... (958) (742) (984)
------- ------ ------
Net increase
(decrease) in net
assets resulting
from operations..... $(1,015) $1,080 $ 200
------- ------ ------
------- ------ ------
</TABLE>
<PAGE>
SA-10 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE

FUTUREVANTAGE
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM INCEPTION, FEBRUARY 4, 1998, TO DECEMBER 31, 1998

<TABLE>
<CAPTION>
ALGER AMERICAN
ALGER AMERICAN SMALL
GROWTH CAPITALIZATION HARTFORD BOND
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income
(loss)................ $ 1,708 $ 1,317 $ 449
Net realized gain
(loss) on investment
transactions.......... 2 (7) 4
Net unrealized
appreciation
(depreciation) of
investments during the
year.................. 2,352 122 165
------- ------- -------
Net increase (decrease)
in net assets
resulting from
operations............ 4,062 1,432 618
------- ------- -------
UNIT TRANSACTIONS:
Premiums............... 10,000 10,000 10,000
Other activity......... 1 6 (2)
------- ------- -------
Net increase (decrease)
in net assets
resulting from unit
transactions.......... 10,001 10,006 9,998
------- ------- -------
Total increase in net
assets................ 14,063 11,438 10,616
NET ASSETS:
Beginning of year...... -- -- --
------- ------- -------
End of year............ $14,063 $11,438 $10,616
------- ------- -------
------- ------- -------
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SA-11
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MERRILL LYNCH
MERRILL LYNCH DEVELOPING
HARTFORD CAPITAL MERRILL LYNCH BASIC VALUE CAPITAL
APPRECIATION AMERICAN BALANCED FOCUS MARKETS FOCUS
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income
(loss)................ $ 640 $ (63) $ (62) $ (51)
Net realized gain
(loss) on investment
transactions.......... 7 1 (2) (17)
Net unrealized
appreciation
(depreciation) of
investments during the
year.................. 601 1,207 559 (2,588)
------- ------- ------- -------
Net increase (decrease)
in net assets
resulting from
operations............ 1,248 1,145 495 (2,656)
------- ------- ------- -------
UNIT TRANSACTIONS:
Premiums............... 10,000 10,000 10,000 10,000
Other activity......... (8) 1 4 12
------- ------- ------- -------
Net increase (decrease)
in net assets
resulting from unit
transactions.......... 9,992 10,001 10,004 10,012
------- ------- ------- -------
Total increase in net
assets................ 11,240 11,146 10,499 7,356
NET ASSETS:
Beginning of year...... -- -- -- --
------- ------- ------- -------
End of year............ $11,240 $11,146 $10,499 $ 7,356
------- ------- ------- -------
------- ------- ------- -------

<PAGE>
SA-12 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE

FUTUREVANTAGE
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE PERIOD FROM INCEPTION, FEBRUARY 4, 1998, TO DECEMBER 31, 1998

The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SA-13
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MERRILL LYNCH MERRILL LYNCH
INTERNATIONAL NATURAL MERRILL LYNCH MERRILL LYNCH
EQUITY FOCUS RESOURCES FOCUS PRIME BOND QUALITY EQUITY
INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION INVESTMENT DIVISION
---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income
(loss)................ $ (41) $ (56) $ 482 $ (62)
Net realized gain
(loss) on investment
transactions.......... (6) (7) 1 (3)
Net unrealized
appreciation
(depreciation) of
investments during the
year.................. 10 (1,567) 121 1,420
------- ------- ------- -------
Net increase (decrease)
in net assets
resulting from
operations............ (37) (1,630) 604 1,355
------- ------- ------- -------
UNIT TRANSACTIONS:
Premiums............... 10,000 10,000 10,000 10,000
Other activity......... 255 6 (1) 5
------- ------- ------- -------
Net increase (decrease)
in net assets
resulting from unit
transactions.......... 10,255 10,006 9,999 10,005
------- ------- ------- -------
Total increase in net
assets................ 10,218 8,376 10,603 11,360
NET ASSETS:
Beginning of year...... -- -- -- --
------- ------- ------- -------
End of year............ $10,218 $ 8,376 $10,603 $11,360
------- ------- ------- -------
------- ------- ------- -------

ICMG REGISTERED VARIABLE LIFE
SEPARATE ACCOUNT ONE FUTUREVANTAGE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

1. ORGANIZATION:

ICMG Registered Variable Life Separate Account One FutureVantage (the
Account) is a component of ICMG Registered Life Separate Account One, a separate
investment account within 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 twenty-one 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
insurance 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). Cost of investments sold is
determined on the basis of identified cost. Dividend income is accrued as of the
ex-dividend date.

b) SECURITY VALUATION -- The investments 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, 1998.

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 RISK 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 up to
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.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-1
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Hartford Life and Annuity Insurance Company:

We have audited the accompanying statutory balance sheets of Hartford Life and
Annuity Insurance Company (a Connecticut Corporation and wholly owned subsidiary
of Hartford Life Insurance Company) (the Company) as of December 31, 1998 and
1997, and the related statutory statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended December
31, 1998. 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 of the effects of the matter discussed in the preceding
paragraph, the statutory financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of the Company as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1998.

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, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998 in
conformity with statutory accounting practices as described in Note 1.

/s/ Arthur Andersen LLP

Hartford, Connecticut
January 26, 1999
<PAGE>
F-2 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

BALANCE SHEETS
(STATUTORY BASIS)
($000)

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Assets
Bonds........................................... $ 1,453,792 $ 1,501,311
Common stocks................................... 40,650 64,408
Mortgage loans.................................. 59,548 85,103
Policy loans.................................... 47,212 36,533
Cash and short-term investments................. 469,955 309,432
Other invested assets........................... 2,188 20,942
----------- -----------
Total cash and invested assets................ 2,073,345 2,017,729
Investment income due and accrued............... 20,126 15,878
Premium balances receivable..................... 333 389
Receivables from affiliates..................... -- 1,269
Other assets.................................... 45,358 22,788
Separate account assets......................... 32,876,278 23,208,728
----------- -----------
Total Assets.................................. $35,015,440 $25,266,781
----------- -----------
----------- -----------
Liabilities
Aggregate reserves for future benefits.......... $ 579,140 $ 605,183
Policy and contract claims...................... 5,667 5,672
Liability for premium and other deposit funds... 2,011,672 1,795,149
Asset valuation reserve......................... 21,782 13,670
Payable to affiliates........................... 19,271 20,972
Other liabilities............................... (974,882) (754,393)
Separate account liabilities.................... 32,876,278 23,208,728
----------- -----------
Total liabilities............................. 34,538,928 24,894,981
----------- -----------
Capital and Surplus
Common stock.................................... 2,500 2,500
Gross paid-in and contributed surplus........... 226,043 226,043
Unassigned funds................................ 247,969 143,257
----------- -----------
Total capital and surplus..................... 476,512 371,800
----------- -----------
Total liabilities, capital and surplus............ $35,015,440 $25,266,781
----------- -----------
----------- -----------
</TABLE>

The accompanying notes are an integral part of
these statutory basis financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-3
- --------------------------------------------------------------------------------

STATEMENTS OF OPERATIONS
(STATUTORY BASIS)
($000)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Revenues
Premiums and annuity considerations............. $ 469,343 $ 296,645 $ 250,244
Annuity and other fund deposits................. 2,051,251 1,981,246 1,897,347
Net investment income........................... 129,982 102,285 98,441
Commissions and expense allowances on
reinsurance ceded.............................. 444,241 396,921 370,637
Reserve adjustment on reinsurance ceded......... 3,185,590 3,672,076 3,864,395
Other revenues.................................. 458,190 288,632 161,906
----------- ----------- -----------
Total revenues................................ 6,738,597 6,737,805 6,642,970
----------- ----------- -----------
Benefits and expenses
Death and annuity benefits...................... 43,390 66,176 60,194
Disability and other benefit payments........... 6,114 7,316 6,555
Surrenders...................................... 739,663 454,417 270,165
Commissions and other expenses.................. 666,515 564,077 491,637
Increase (Decrease) in aggregate reserves for
future benefits................................ (26,043) 33,213 27,351
Increase in liability for premium and other
deposit funds.................................. 216,523 640,006 207,156
Net transfers to separate accounts.............. 4,956,007 4,914,980 5,492,964
----------- ----------- -----------
Total benefits and expenses................... 6,602,169 6,680,185 6,556,022
----------- ----------- -----------
Net gain from operations
Before federal income tax (benefit) expense..... 136,428 57,620 86,948
Federal income tax (benefit) expense............ 35,887 (14,878) 19,360
----------- ----------- -----------
Net gain from operations.......................... 100,541 72,498 67,588
Net realized capital gains, after tax........... 2,085 1,544 407
----------- ----------- -----------
Net income........................................ $ 102,626 $ 74,042 $ 67,995
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

The accompanying notes are an integral part of
these statutory basis financial statements.
<PAGE>
F-4 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
(STATUTORY BASIS)
($000)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Common stock,
Beginning and end of year....................... $ 2,500 $ 2,500 $ 2,500
----------- ----------- -----------
Gross paid-in and contributed surplus,
Beginning and end of year....................... $ 226,043 $ 226,043 $ 226,043
----------- ----------- -----------
Unassigned funds
Balance, beginning of year...................... $ 143,257 $ 74,570 $ 9,791
Net income...................................... 102,626 74,042 67,995
Change in net unrealized capital gains (losses)
on common stocks and other invested assets..... 1,688 2,186 (5,171)
Change in asset valuation reserve............... (8,112) (6,228) 568
Change in non-admitted assets................... (1,277) (1,313) 1,387
Credit on reinsurance ceded..................... 9,787 -- --
----------- ----------- -----------
Balance, end of year............................ $ 247,969 $ 143,257 $ 74,570
----------- ----------- -----------
Capital and surplus,
End of year..................................... $ 476,512 $ 371,800 $ 303,113
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

The accompanying notes are an integral part of
these statutory basis financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-5
- --------------------------------------------------------------------------------

STATEMENTS OF CASH FLOWS
(STATUTORY BASIS)
($000)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Operations
Premiums and annuity considerations............. $ 2,520,655 $ 2,277,874 $ 2,147,627
Investment income............................... 127,425 101,991 106,178
Other income.................................... 4,092,964 4,381,718 4,396,892
----------- ----------- -----------
Total income.................................. 6,741,044 6,761,583 6,650,697
----------- ----------- -----------
Benefits paid................................... 790,051 529,733 338,998
Federal income taxes (received) paid on
operations..................................... 25,780 (14,499) 28,857
Other expenses.................................. 5,859,063 5,754,725 6,254,139
----------- ----------- -----------
Total benefits and expenses................... 6,674,894 6,269,959 6,621,994
----------- ----------- -----------
Net cash from operations...................... 66,150 491,624 28,703
----------- ----------- -----------
Proceeds from investments
Bonds........................................... 633,926 614,413 871,019
Common stocks................................... 34,010 11,481 72,100
Mortgage loans.................................. 85,275 -- --
Other........................................... 127 152 10
----------- ----------- -----------
Net investment proceeds....................... 753,338 626,046 943,129
----------- ----------- -----------
Taxes paid on capital gains..................... -- -- 936
Other cash provided............................. 1,269 -- 41,998
----------- ----------- -----------
Total proceeds................................ 820,757 1,117,670 1,012,894
----------- ----------- -----------
Cost of investments acquired
Bonds........................................... 586,913 848,267 914,523
Common stocks................................... 7,012 28,302 82,495
Mortgage loans.................................. 59,702 85,103 --
Other........................................... 1,168 18,548 130
----------- ----------- -----------
Total investments acquired.................... 654,795 980,220 997,148
----------- ----------- -----------
Other cash applied
Other........................................... 5,439 4,848 12,220
----------- ----------- -----------
Total other cash applied...................... 5,439 4,848 12,220
----------- ----------- -----------
Total applications............................ 660,234 985,068 1,009,368
----------- ----------- -----------
Net change in cash and short-term investments..... 160,523 132,602 3,526
Cash and short-term investments, beginning of
year............................................. 309,432 176,830 173,304
----------- ----------- -----------
Cash and short-term investments, end of year...... $ 469,955 $ 309,432 $ 176,830
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

The accompanying notes are an integral part of
these statutory basis financial statements.
<PAGE>
F-6 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS
(STATUTORY BASIS)
DECEMBER 31, 1998
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

Hartford Life and Annuity Insurance Company ("ILA" or "the Company"),
formerly known as ITT Hartford Life and Annuity Insurance Company, 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 basis financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners ("NAIC"), the State of
Connecticut Department of Insurance and the State of Wisconsin for the 1996
period, as applicable. Certain prior year amounts and balances have been
reclassified to conform with current year presentation.

Current prescribed statutory accounting practices include accounting
publications of the National Association of Insurance Commissioners ("NAIC"), as
well as state laws, regulations and general administrative rules. Permitted
statutory accounting practices encompass accounting practices approved by State
Insurance Departments. The Company does not follow any permitted statutory
accounting practices that have a material effect on statutory surplus, statutory
net income or risk-based capital.

Final approval of the NAIC's proposed "Comprehensive Guide" on statutory
accounting principles was distributed in 1998. The requirements are effective
January 1, 2001, and are not expected to have a material impact on statutory
surplus of the Company.

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
include those used in 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 for GAAP purposes;

(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;
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-7
- --------------------------------------------------------------------------------

(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.,
negative Interest Maintenance Reserve, 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 currently, or using a twenty year phase-in approach, whereas GAAP
liabilities are recorded upon adoption of the applicable standard;

(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;
as well as, the accounting for retroactive reinsurance which is immediately
charged to surplus for statutory accounting purposes whereas GAAP precludes
immediate gain recognition unless the ceding enterprise's liability to its
policyholders is extinguished; as well as reinsurance ceded that fails to
meet GAAP risk transfer guidelines would result in deposit accounting for
GAAP where as for statutory, reserves ceded and assumed would be reflected
in the statutory basis statements of operations;

(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, the significant differences
between Statutory and GAAP basis net income and capital and surplus for the
Company are as follows:

<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
GAAP Net Income.................... $ 74,525 $ 58,050 $ 41,202
Amortization and deferral of policy
acquisition costs, net............ (331,882) (345,657) (341,571)
Change in unearned revenue
reserve........................... 22,131 4,641 55,504
Deferred taxes..................... 2,476 47,092 2,090
Separate accounts.................. 259,287 282,818 306,978
Asset impairments and
write-downs....................... 17,250 -- --
Benefit reserve adjustment......... 32,759 24,666 (1,013)
Deposit accounting for Lyndon
reinsurance (Note 3).............. 24,627 -- --
Other, net......................... 1,453 2,432 4,805
------------ ------------ ------------
Statutory Net Income............... $ 102,626 $ 74,042 $ 67,995
------------ ------------ ------------
------------ ------------ ------------
GAAP Capital and Surplus........... $ 648,097 $ 570,469 $ 503,887
Deferred policy acquisition
costs............................. (1,615,653) (1,283,771) (938,114)
Unearned revenue reserve........... 156,920 134,789 130,148
Deferred taxes..................... 68,936 64,522 12,823
Separate accounts.................. 1,183,642 924,355 640,101
Asset impairments and
write-downs....................... 17,250 -- --
Unrealized gains on bonds.......... (26,119) (21,451) (7,978)
Benefit reserve adjustment......... 65,029 16,378 7,035
Asset valuation reserve............ (21,782) (13,670) (7,442)
Adjustment relating to Lyndon
contribution (Note 3)............. -- (23,671) (36,126)
Other, net......................... 192 3,850 (1,221)
------------ ------------ ------------
Statutory Capital and Surplus...... $ 476,512 $ 371,800 $ 303,113
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

As more fully described in Note 3, Lyndon Insurance Company (Lyndon) was
contributed to the Company on June 30, 1995. The GAAP net assets contributed
exceeded the statutory basis net assets by $41,277 as of December 31, 1995,
relating primarily to statutory reserves for future
<PAGE>
F-8 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

benefits, GAAP deposit accounting receivables and deferred tax liabilities. In
1998, the majority of the former Lyndon's assumed business was recaptured by the
unaffiliated direct writer.

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 basis statements
of operations.

INVESTMENTS

Investments in bonds are carried at amortized cost. Bonds that 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.
Short-term investments consist of money market funds and are stated at cost,
which approximates fair value. 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 Company uses a variety of derivative financial instruments as part of an
overall risk management strategy. These instruments, including interest rate and
foreign currency swaps, caps, and floors are used as a means of hedging exposure
to price, foreign currency and/or interest rate risk on planned investment
purchases or existing assets and liabilities. The Company does not hold or issue
derivative financial instruments for trading purposes. Derivatives must be
designated at inception as a hedge measured for effectiveness both at inception
and on an ongoing basis. The Company's correlation threshold for hedge
designation is 80% to 120%. If correlation, which is assessed monthly and
measured based on a rolling three month average, falls outside the 80% to 120%
range, hedge accounting will be terminated.

Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts. Net receipts or payments
are accrued and recognized over the life of the swap agreement as an adjustment
to net investment income. Should the swap be terminated the gains or losses are
adjusted into the basis of the asset or liability and amortized over the
remaining life. Should the hedged asset be sold or liability terminated without
terminating the swap position, any swap gains or losses are immediately
recognized in net investment income. Interest rate swaps purchased in
anticipation of an asset purchase ("anticipatory transaction") are recognized
consistent with the underlying asset components such that the settlement
component is recognized in the statutory basis statements of operations while
the change in market value is recognized as an unrealized gain or loss. Foreign
currency swaps are similar to interest rate swaps except there is an initial
exchange of principal in two currencies and an agreement to re-exchange the
currencies at a future date, at an agreed upon exchange rate.

Premiums paid on purchased floor or cap agreements and the premium received
on issued cap or floor agreements (used for risk management) are adjusted into
the basis of the applicable asset and amortized over the asset life. Gains or
losses on termination of such positions are adjusted into the basis of the asset
or liability and amortized over the remaining asset life. Net payments are
recognized as an adjustment to income or basis adjusted and amortized depending
on the specific hedge strategy.

Derivatives used to create a synthetic asset must meet synthetic accounting
criteria, including designation at inception and consistency of terms between
the synthetic and the instrument being replicated. Consistent with industry
practice, synthetic instruments are accounted for like the financial instrument
they are intended to replicate. Derivatives which fail to meet risk management
criteria subsequent to acquisition, are accounted for at fair market value with
the impact reflected in the statutory basis statements of operations.

Open forward commitment contracts are marked to market through surplus. Such
contracts are accounted for at settlement by recording the purchase of specified
securities at the previously committed price. Gains or losses resulting from
termination of the forward commitment contracts before the delivery of the
securities are recognized immediately in the statutory basis statements of
operations as a component of Net Realized Capital Gains, after tax.

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 $8,112 and $6,228
in 1998 and 1997, respectively and decreased $(568) in 1996. Additionally, the
Interest Maintenance Reserve ("IMR") captures net realized capital gains and
losses, net
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-9
- --------------------------------------------------------------------------------

of applicable income taxes, resulting from changes in interest rates and
amortizes these gains or losses into income over the life of the mortgage loan
or bond sold. The IMR balance as of December 31, 1998 and December 31, 1997 was
$452 and $(193), respectively and is reflected in Other Liabilities and as a
component of non-admitted assets in Unassigned Funds for each of the years then
ended. For the years ended December 31, 1998, 1997 and 1996, amortization of IMR
is included in Other Revenues and was $(207), $(85) and $(392), respectively.
Realized capital gains and losses, net of taxes not included in IMR are reported
in the statutory basis statements of operations. Realized investment gains and
losses are determined on a specific identification basis.

OTHER LIABILITIES

The amount reflected in other liabilities includes a receivable from the
separate accounts of $1,187 million and $923 million as of December 31, 1998 and
1997, respectively. The balances are classified in accordance with NAIC
prescribed practices.
MORTGAGE LOANS

Mortgage loans, which are carried at cost and approximate fair value,
include investments in assets backed by mortgage loan pools.
2. INVESTMENTS:

(A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ---------
<S> <C> <C> <C>
Interest income from bonds and
short-term investments.......... $ 123,370 $ 100,475 $ 89,940
Interest income from policy
loans........................... 3,133 1,958 1,846
Interest and dividends from other
investments..................... 4,482 1,005 7,864
---------- ---------- ---------
Gross investment income.......... 130,985 103,438 99,650
Less: investment expenses........ 1,003 1,153 1,209
---------- ---------- ---------
Net investment income............ $ 129,982 $ 102,285 $ 98,441
---------- ---------- ---------
---------- ---------- ---------
</TABLE>

(B) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Gross unrealized capital gains.. $ 2,204 $ 537 $ 713
Gross unrealized capital
losses......................... (1,871) (1,820) (4,160)
--------- --------- ---------
Net unrealized capital
(losses)/gains................. 333 (1,283) (3,447)
Balance, beginning of year...... (1,283) (3,447) 1,724
--------- --------- ---------
Change in net unrealized capital
gains (losses) on Common
stocks......................... $ 1,616 $ 2,164 $ (5,171)
--------- --------- ---------
--------- --------- ---------
</TABLE>

<TABLE>
<CAPTION>
1998 1997 1996
---------- --------- ----------
<S> <C> <C> <C>
Gross unrealized capital
gains........................ $ 10,905 $ 23,357 $ 11,821
Gross unrealized capital
losses....................... (833) (1,906) (3,842)
---------- --------- ----------
Net unrealized capital
gains........................ 10,072 21,451 7,979
Balance, beginning of year.... 21,451 7,979 20,877
---------- --------- ----------
Change in net unrealized
capital gains on bonds and
short-term investments....... $ (11,379) $ 13,472 $ (12,898)
---------- --------- ----------
---------- --------- ----------
</TABLE>

(D) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Bonds and short-term investments.... $ 1,314 $ (120) $ 2,756
Common stocks....................... 1,624 -- --
Real estate and other............... (1) 114 --
--------- --------- ---------
Realized capital (losses) gains..... 2,937 (6) 2,756
Capital gains (benefit) tax......... -- (831) 936
--------- --------- ---------
Net realized capital gains.......... 2,937 825 1,820
Amounts transferred to IMR.......... 852 (719) 1,413
--------- --------- ---------
Net realized capital gains.......... $ 2,085 $ 1,544 $ 407
--------- --------- ---------
--------- --------- ---------
</TABLE>

(E) OFF-BALANCE SHEET INVESTMENTS

The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1998.

(F) CONCENTRATION OF CREDIT RISK

The Company has invested in securities of a single issuer, Bankers Trust
Corporation, in an amount greater than 10% of the Company's statutory capital
and surplus. The statement value of this investment was $105,221 as of December
31, 1998. The NAIC ratings on these holdings were 1z and 2. Excluding this and
U.S. government and government agency investments, the Company had no other
significant concentrations of credit risk as of December 31, 1998.

<PAGE>
F-10 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

(G) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS

<TABLE>
<CAPTION>
1998
------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. government and government agencies and authorities:
-- Guaranteed and sponsored.................................... $ 4,982 $ 35 $ (2) $ 5,015
-- Guaranteed and sponsored -- asset-backed.................... 75,615 -- -- 75,615
States, municipalities and political subdivisions................ 10,402 415 -- 10,817
International governments........................................ 7,466 568 -- 8,034
Public utilities................................................. 94,475 1,330 (39) 95,766
All other corporate.............................................. 607,679 8,473 (792) 615,360
All other corporate -- asset-backed.............................. 505,900 -- -- 505,900
Short-term investments........................................... 343,783 -- -- 343,783
Certificates of deposit.......................................... 130,216 84 -- 130,300
Parents, subsidiaries and affiliates............................. 117,057 -- -- 117,057
---------- ---------- ---------- ----------
Total bonds and short-term investments........................... $1,897,575 $10,905 $(833) $1,907,647
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

<TABLE>
<CAPTION>
GROSS GROSS
UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Common stock -- unaffiliated................................. $ 4,933 $ 290 $ (50) $ 5,173
Common stock -- affiliated................................... 35,384 1,914 (1,821) 35,477
--------- ---------- ---------- ----------
Total common stocks.......................................... $40,317 $2,204 $(1,871) $40,650
--------- ---------- ---------- ----------
--------- ---------- ---------- ----------
</TABLE>

<TABLE>
<CAPTION>
1997
------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR 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 -- 26,733
International governments........................................ 7,609 500 -- 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 -- -- 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 ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Common stock -- unaffiliated................................. $30,307 $537 $ -- $30,844
Common stock -- affiliated................................... 35,384 -- (1,820) 33,564
--------- ----- ---------- ----------
Total common stocks.......................................... $65,691 $537 $(1,820) $64,408
--------- ----- ---------- ----------
--------- ----- ---------- ----------
</TABLE>

The amortized cost and estimated fair value of bonds and short-term
investments as of December 31, 1998 by estimated maturity year are shown below.
Asset-backed securities, including mortgage backed securities and
collaterialized mortgage obligations, are distributed to maturity year based on
ILA's estimates of the rate of future prepayments of principal over the
remaining lives of the securities. Expected maturities differ from contractual
maturities due to call or repayment provisions.

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
MATURITY COST FAIR VALUE
- ----------------------------------- ------------ ------------
<S> <C> <C>
One year or less................... $ 788,845 $ 792,826
Over one year through five years... 689,025 692,811
Over five years through ten
years............................. 308,661 310,357
Over ten years..................... 111,044 111,653
------------ ------------
Total.............................. $ 1,897,575 $ 1,907,647
------------ ------------
------------ ------------
</TABLE>

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-11
- --------------------------------------------------------------------------------

Proceeds from sales and maturities of investments in bonds and short-term
investments during 1998, 1997 and 1996 were $1,354,563, $1,435,820 and
$1,139,073, respectively, resulting in gross realized gains of $1,705, $964 and
$3,675, respectively, and gross realized losses of $391, $1,084 and $919,
respectively, before transfers to IMR.

(H) FAIR VALUE OF FINANCIAL INSTRUMENTS BALANCE SHEET ITEMS (IN MILLIONS):

<TABLE>
<CAPTION>
1998 1997
-------------------------- --------------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Bonds and short-term
investments..................... $ 1,898 $ 1,908 $ 1,779 $ 1,800
Common stocks.................... 41 41 64 64
Policy loans..................... 47 47 37 37
Mortgage loans................... 60 60 85 85
Other invested assets............ 2 2 21 21
LIABILITIES
Liabilities on investment
contracts....................... $ 2,053 $ 2,129 $ 1,911 $ 1,835
</TABLE>

The estimated fair value of bonds and short-term investments was determined
by the Company primarily using NAIC market values. The carrying amounts for
policy loans approximates fair value. The fair value of mortgage loans was
determined by discounting future expected cash flows using interest rates
currently being offered for similar loans. The fair value of liabilities on
investment contracts is determined by forecasting future cash flows and
discounting the forecasted cash flows at current market interest rates.

3. AGGREGATE RESERVES FOR FUTURE BENEFITS

The Company's existing reserves consist of life, health, annuity and
supplementary contracts. The Company cedes and assumes insurance to and from
non-affiliated insurers in order to limit its maximum loss. Such transfers do
not relieve the Company or the unaffiliated reinsured of their primary
liabilities. The Company cedes to RGA Reinsurance Company and its affiliate
Employers Reassurance Corporation, on a modified coinsurance basis, 80% of the
variable annuity business written since 1994 and 100% of the variable life and
variable universal life excess sales load refund obligation effective 1998.
There were no material reinsurance recoverables from reinsurers outstanding as
of, and for the years ended, December 31, 1998 and 1997.

A summary of reinsurance information as of and for the years ended December
31, follows:
<TABLE>
<CAPTION>
1998 DIRECT ASSUMED CEDED NET
- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Premium and Annuity
Considerations.................... $ 483,328 $ 24,954 $ (38,939) $ 469,343
Death, Annuity, Disability and
Other Benefits.................... $ 64,331 $ 1,574 $ (16,401) $ 49,504
Surrenders......................... $ 739,663 $ -- $ -- $ 739,663
Aggregate Reserves for Future
Benefits.......................... $ 713,425 $ -- $ (134,285) $ 579,140
Policy and Contract Claims......... $ 5,895 $ 85 $ (313) $ 5,667

1997 DIRECT ASSUMED CEDED NET
- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Premium and Annuity
Considerations.................... $ 266,427 $ 51,630 $ (21,412) $ 296,645
Death, Annuity, Disability and
Other Benefits.................... $ 79,779 $ 839 $ (7,126) $ 73,492
Surrenders......................... $ 454,417 $ -- $ -- $ 454,417
Aggregate Reserves for Future
Benefits.......................... $ 651,820 $ -- $ (46,637) $ 605,183
Policy and Contract Claims......... $ 5,861 $ 157 $ (346) $ 5,672
<CAPTION>

1996 DIRECT ASSUMED CEDED NET
- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Premium and Annuity
Considerations.................... $ 226,612 $ 33,817 $ (10,185) $ 250,244
Death, Annuity, Disability and
Other Benefits.................... $ 34,950 $ 35,138 $ (3,339) $ 66,749
Surrenders......................... $ 270,165 $ -- $ -- $ 270,165
</TABLE>

In connection with the distribution described in Note 1, on June 30, 1995,
the assets of Lyndon were contributed to the Company. The statutory basis assets
in excess of statutory basis liabilities was approximately $112 million and was
reflected as an increase in Gross Paid-In and Contributed Surplus at December
31, 1995. In 1998, the majority of former Lyndon's assumed business was
recaptured by the unaffiliated direct writer. A ceding commission of $25,622 and
change in reserve of $26,404 for the year ended December 31, 1998, is reflected
in Other Revenue and Increase/(Decrease) in Aggregate Reserves for Future
Benefits in the statutory basis statements of operations, respectively.
<PAGE>
F-12 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

Analysis of Annuity Actuarial Reserves and Deposit Liabilities by Withdrawal
Characteristics as of December 31, 1998 (including general and separate account
liabilities) are as follows:

<TABLE>
<CAPTION>
% OF
SUBJECT TO DISCRETIONARY WITHDRAWAL: AMOUNT TOTAL
- --------------------------------------- ------------- ---------
<S> <C> <C>
With market value adjustment........... $ 4,563 0.0%
At book value less current surrender
charge of 5% or more.................. 1,378,056 4.1%
At market value........................ 31,087,511 93.8%
------------- ---------
Total with adjustment or at market
value................................. 32,470,130 97.9%
At book value without adjustment
(minimal or no charge or
adjustment)........................... 665,159 2.0%
Not subject to discretionary
withdrawal............................ 19,739 0.1%
------------- ---------
Reinsurance ceded...................... 33,155,028
Total, net......................... $ 33,155,028
-------------
-------------
</TABLE>

4. RELATED PARTY TRANSACTIONS:

Transactions between the Company and its affiliates within The Hartford
relate principally to tax settlements, reinsurance, rental and service fees,
capital contributions and payments of dividends. The Company has also invested
in bonds of its affiliates, Hartford Financial Services Corporation and HL
Investment Advisors, Inc., and common stock of its subsidiary, ITT Hartford
Life, LTD.

5. 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 filing separate Federal, state and local
income tax returns.

As long as The Hartford continues to own 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 intention of The Hartford and
its non-life subsidiaries to file a single consolidated Federal income tax
return. The life insurance companies will file a separate consolidated Federal
income tax return. Federal income taxes (received) paid by the Company for
operations and capital gains were $25,780, $(14,499) and $29,793 in 1998, 1997
and 1996, respectively. The effective tax rate was 26%, (26)% and 22% in 1998,
1997 and 1996, respectively.

The Company is currently under audit by the Internal Revenue Service (IRS)
for the three year tax period ending 1995. The audit is not yet complete. As of
December 31, 1998, the Company does not currently expect any material
adjustments to arise from this audit.

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>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Tax provision at U.S. Federal statutory
rate..................................... $ 48 $ 20 $ 30
Tax deferred acquisition costs............ 25 25 27
Statutory to tax reserve differences...... 8 1 --
Unrealized gain on separate accounts...... (41) (44) (21)
Investments and other..................... (4) (17) (17)
--------- --------- ---------
Federal income tax (benefit) expense...... $ 36 $ (15) $ 19
--------- --------- ---------
--------- --------- ---------
</TABLE>

6.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 generally
restricted to the greater of 10% of surplus as of the preceding December 31st or
the net gain from operations for the previous year. Dividends are paid as
determined by the Board of Directors and are not cumulative. No dividends were
paid in 1998, 1997 and 1996. The amount available for dividend in 1999 is
$100,541.

7. PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:

HLI'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. HLI'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, as amended, and the maximum amount that can be deducted
for U.S. Federal income tax purposes. Generally, pension costs are funded
through the purchase of affiliated group pension contracts. The cost to HLI was
approximately $9,000 in 1998 and $7,000 in both 1997 and 1996.

HLI also provides, through The Hartford, certain health care and life
insurance benefits for eligible retired employees. A substantial portion of
HLI's employees may become eligible for these benefits upon retirement. HLI's
contribution for health care benefits will depend on the retiree's date of
retirement and years of service. In addition, the plan has a defined dollar cap
which limits average company contributions. HLI 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. Postretirement health
care and life insurance
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-13
- --------------------------------------------------------------------------------

benefits expense, allocated by The Hartford, was immaterial to the results of
operations for 1998, 1997 and 1996.

The assumed rate in the per capita cost of health care (the health care
trend rate) was 7.8% for 1998, decreasing ratably to 5.0% in the year 2003.
Increasing the health care trend rates by one percent per year would have an
immaterial impact on the accumulated postretirement benefit obligation and the
annual expense. To the extent that the actual experience differs from the
inherent assumptions, the effect will be amortized over the average future
service of covered employees.

8. SEPARATE ACCOUNTS:

The Company maintains separate account assets and liabilities totaling $32.9
billion and $23.2 billion as of December 31, 1998 and 1997, 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
$360 million, $252 million and $144 million in 1998, 1997 and 1996,
respectively, and are recorded as a component of other revenues on the statutory
basis statements of operations.

9. COMMITMENTS AND CONTINGENCIES:

As of December 31, 1998, 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 pending and threatened litigation in
the normal course of its business in which claims for monetary and punitive
damages have been asserted. Although there can be no assurances, at the present
time the Company does not anticipate that the ultimate liability arising from
such pending or threatened litigation, after consideration of provisions made
for potential losses and costs of defense, will have a material adverse effect
on the statutory capital and surplus of the Company.

As discussed in Note 5, issues may potentially be raised by the IRS in
future audits of open years. Management does not believe that possible audit
adjustments will have a material effect on the statutory capital and surplus of
the Company.

Under insurance guaranty fund laws in each state, insurers licensed to do
business 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 $1,043, $1,544 and $1,262 in 1998, 1997 and
1996, respectively. ILA incurred guaranteed fund expense of $548 in 1998, 1997
and 1996.
<PAGE>

PART C

<PAGE>

OTHER INFORMATION

Item 27. Exhibits

(a) Resolution of the Board of Directors of Hartford Life and Annuity
Insurance Company ("Hartford") authorizing the establishment
of the Separate Account.(1)

(b) Not Applicable.

(c)(1) Principal Underwriting Agreement.(1)

(c)(2) Form of Selling Agreements.(2)

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

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

(f) Certificate of Incorporation of Hartford(3) and Bylaws of
Hartford.(1)

(g) Contracts of Reinsurance.

(h) Form of Participation Agreement.

(i) Not Applicable.

(j) Not Applicable.

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

(l) Opinion and Consent of James M. Hedreen, FSA, MAAA.

(m) Not Applicable.

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

(o) No financial statement will be omitted.

(p) Not Applicable.

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

(r) Power of Attorney

(s) Organizational Chart

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

(1) Incorporated by reference to Initial Filing to the Registration Statement
on Form S-6, File No. 33-63731, of Hartford Life and Annuity Insurance
Company filed with the Securities and Exchange Commission on
October 30, 1995.

(2) Incorporated by reference to the Initial Filing to the Registration
Statement on Form S-6, File No. 333-13735 of Hartford Life and Annuity
Insurance Company filed with the Securities and Exchange Commission on
October 8, 1996.

(3) Incorporated by reference to the Post-Effective Amendment No. 1 to the
Registration Statement on Form S-6, File No. 333-13735 of Hartford Life and
Annuity Insurance Company filed with the Securities and Exchange Commission
on February 20, 1998.

<PAGE>

Item 28. Officers and Directors.

- --------------------------------------------------------------------------------
NAME, AGE POSITION WITH HARTFORD
<S> <C>
- --------------------------------------------------------------------------------
Wendell J. Bossen Vice President
- --------------------------------------------------------------------------------
Gregory A. Boyko Senior Vice President, Director*
- --------------------------------------------------------------------------------
Peter W. Cummins Senior Vice President
- --------------------------------------------------------------------------------
Timothy M. Fitch Vice President & Actuary
- --------------------------------------------------------------------------------
Mary Jane B. Fortin Vice President & Chief Accounting Officer
- --------------------------------------------------------------------------------
David T. Foy Senior Vice President & Treasurer
- --------------------------------------------------------------------------------
Lynda Godkin Senior Vice President, General Counsel, and Corporate
Secretary, Director*
- --------------------------------------------------------------------------------
Lois W. Grady Senior Vice President
- --------------------------------------------------------------------------------
Stephen T. Joyce Vice President
- --------------------------------------------------------------------------------
Michael D. Keeler Vice President
- --------------------------------------------------------------------------------
Robert A. Kerzner Senior Vice President
- --------------------------------------------------------------------------------
Thomas M. Marra Executive Vice President, Director*
- --------------------------------------------------------------------------------
Steven L. Matthiesen Vice President
- --------------------------------------------------------------------------------
Craig R. Raymond Senior Vice President and Chief Actuary
- --------------------------------------------------------------------------------
Lowndes A. Smith President and Chief Executive Officer, Director*
- --------------------------------------------------------------------------------
David M. Znamierowski Senior Vice President, Director*
- --------------------------------------------------------------------------------

</TABLE>

Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.

- ----------------------------
* Denotes Board of Directors of Hartford.

Item 29. Persons Controlled By or Under Common Control with the Depositor or
Registrant

Filed herewith as Exhibit (s).

Item 30: 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. 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

<PAGE>

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.

Item 31. Principal Underwriters

(a) HESCO acts as principal underwriter for the following
investment companies:

Hartford Life Insurance Company - Separate Account VL I
Hartford Life Insurance Company - Separate Account VL II
Hartford Life Insurance Company - ICMG Secular Trust
Separate Account
Hartford Life Insurance Company - ICMG Registered Variable
Life Separate Account A
Hartford Life and Annuity Insurance Company - Separate Account VL I
Hartford Life and Annuity Insurance Company - Separate Account VL II
Hartford Life and Annuity Insurance Company - ICMG Registered
Variable Life Separate One

(b) Directors and Officers of HESCO

Name and Principal Positions and Offices
Business Address With Underwriter
------------------ ---------------------
<S> <C>
Lowndes A. Smith President and Chief Executive Officer, Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary
Richard J. Garrett Vice President
Donald A. Salama Vice President
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller

</TABLE>

Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.

<PAGE>

Item 32. Location of Accounts and Records

All of the accounts, books, records or other documents required to be
kept by Section 31(a) of the Investment Company Act of 1940 and rules
thereunder, are maintained by Hartford at 200 Hopmeadow Street,
Simsbury, Connecticut 06089.

Item 33. Management Services

All management contracts are discussed in Part A and Part B of this Registration
Statement.

Item 34. Representation of Reasonableness of Fees

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.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company
Act, the Registrant certifies that it meets all of the requirements for
effectiveness of this registration statement under rule 485(b) under the
Securities Act and has duly caused this registration statement to be signed
on its behalf by the undersigned, duly authorized, in the Town of Simsbury,
and State of Connecticut on the day of April 12, 1999.

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

*By: David T. Foy *By: /s/Brian Lord
------------------------------------------------- -------------
David T. Foy, Senior Vice President and Treasurer Brian Lord
Attorney-In-Fact

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Depositor)

*By: David T. Foy
-------------
David T. Foy, Senior Vice President 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,
Director*
Lynda Godkin, Senior Vice President, General *By: /s/ Brian Lord
Counsel, & Corporate Secretary, Director* --------------
Thomas M. Marra, Executive Vice Brian Lord
President, Director * Attorney-In-Fact
Lowndes A. Smith, President,
Chief Executive Officer, Director *
David M. Znamierowski, Senior Vice President, Dated: April 12, 1999
Director*

<PAGE>

EXHIBIT INDEX

1.1 Form of Reinsurance Contract.

1.2 Form of Participation Agreement.

1.3 Opinion and Consent of Lynda Godkin, Senior Vice President,
General Counsel and Corporate Secretary.

1.4 Opinion and Consent of Pauline Gyllenhamer, FSA, MAAA.

1.5 Consent of Arthur Andersen LLP, Independent Public Accountants.

1.6 Financial Statements

1.7 Power of Attorney

1.8 Organizational Chart

<PAGE>

AUTOMATIC YEARLY RENEWABLE TERM

REINSURANCE AGREEMENT

between

HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY
and
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

and

[REINSURER]

Effective: [DATE]

<PAGE>

ARTICLES

I. Parties to the Agreement . . . . . . . . . . . . . 1
II. Reinsurance Coverage . . . . . . . . . . . . . . . 1
III. Liability. . . . . . . . . . . . . . . . . . . . . 3
IV. Reinsurance Premiums . . . . . . . . . . . . . . . 4
V. Oversights . . . . . . . . . . . . . . . . . . . . 5
VI. Changes, Reductions and Terminations . . . . . . . 6
VII. Increase in Retention. . . . . . . . . . . . . . . 7
VIII. Reinstatement. . . . . . . . . . . . . . . . . . . 8
IX. Expenses . . . . . . . . . . . . . . . . . . . . . 9
X. Claims . . . . . . . . . . . . . . . . . . . . . . 9
XI. Extra-Contractual Damages. . . . . . . . . . . . .11
XII. Inspection of Records. . . . . . . . . . . . . . .12
XIII. DAC Tax - Section 1.848-2 (g)(8) Election. . . . .12
XIV. Insolvency . . . . . . . . . . . . . . . . . . . .13
XV. Offset . . . . . . . . . . . . . . . . . . . . . .14
XVI. Arbitration. . . . . . . . . . . . . . . . . . . .14
XVII. Termination. . . . . . . . . . . . . . . . . . . .15
XVIII. Entire Agreement and Amendments. . . . . . . . . .15
XIX. Effective Date . . . . . . . . . . . . . . . . . .16
XX. Execution. . . . . . . . . . . . . . . . . . . . .17

SCHEDULES

A Specifications
B Basis of Reinsurance

EXHIBITS

I Reinsurance Premiums
II Retention, Binding, and Issue Limits

All Schedules and Exhibits attached will be considered part of this Reinsurance
Agreement.

<PAGE>

ARTICLE I

PARTIES TO THE AGREEMENT

This Agreement is between three Hartford Life Companies, Hartford Life Insurance
Company, Hartford Life and Accident Insurance Company, and Hartford Life and
Annuity Insurance Company (collectively referred to as the Ceding Company) and
[Reinsurance Company] (referred to as the Reinsurer). The Reinsurer agrees that
the terms and conditions of this Agreement shall apply to each of the Hartford
Life Companies individually, unless otherwise set forth herein.

ARTICLE II

REINSURANCE COVERAGE

Reinsurance under this Agreement will apply to insurance issued by Ceding
Company on the Plans of Insurance shown in Schedule A. Such Plans of Insurance
shall be reinsured with the Reinsurer on an automatic basis, subject to the
requirements set forth in Section A below or on a facultative basis, subject to
the requirements set forth in Section B below. The specifications for all
reinsurance under this Agreement are provided in Schedule A.

A. Requirements for Automatic Reinsurance

For risks which meet the requirements for automatic reinsurance as set
forth below, Reinsurer will participate in a reinsurance pool whereby
Reinsurer will automatically reinsure a portion of the insurance risks as
indicated in Schedule A. The requirements for automatic reinsurance are as
follows:

1. Each life must be a resident of the United States or Canada at the
time of application.

2. Each life must be underwritten according to the Ceding Company's
standard underwriting practices and guidelines. Any life falling into
the category of special underwriting programs will be excluded from
this Agreement unless previously agreed to by the Reinsurer via a
written amendment.

3. Any risk offered on a facultative basis by the Ceding Company to the
Reinsurer or any other company will not qualify for automatic
reinsurance under this Agreement for the same risk and same life.

4. The maximum issue age on any risk will be age 85.

<PAGE>

5. The mortality rating on each risk must not exceed Table 16, Table P,
or 500%, or its equivalent, as shown in the Ceding Company's retention
schedule, on a flat extra premium basis. However, one life may be
uninsurable if the other life meets the preceding requirements.

6. The total face amount of insurance for the Plans of Insurance in
Schedule A to be reinsured on an automatic basis must not exceed the
Automatic Issue Limits in Exhibit II.

7. The total amount of insurance issued and applied for in all companies
on each life must not exceed the jumbo limits as stated in Exhibit II.

8. The Ceding Company shall retain it's maximum limit of retention for
the age and risk classification of each life, as shown in Exhibit II,
either on previous insurance or insurance currently applied for.

B. Requirements for Facultative Reinsurance

1. If the requirements for automatic reinsurance are met, but the Ceding
Company prefers to apply for facultative reinsurance with the
Reinsurer, or if the requirements for automatic reinsurance are not
met and the Ceding Company applies for facultative reinsurance with
the Reinsurer, then the Ceding Company must submit to the Reinsurer
all the papers relating to the insurability of each life for
facultative reinsurance.

2. For applications for facultative reinsurance, Ceding Company will send
copies of all of the papers relating to the insurability of each life
to the Reinsurer. After the Reinsurer has examined the request, the
Reinsurer will promptly notify the Ceding Company of the underwriting
offer subject to additional requirements or the final underwriting
offer. The final underwriting offer on the risk will automatically
terminate upon the earlier of the withdrawal of the application or 120
days from the date of the final offer, unless accepted earlier.

3. Notwithstanding the above, if the requirements for automatic
reinsurance are met except that the face amount of insurance applied
for is greater than the Automatic Issue Limit, but does not exceed the
Auto Process Limit, then the Ceding Company will submit to the Lead
Reinsurer,(as designated in Schedule A), all papers relating to the
insurability of each life. The Lead Reinsurer

<PAGE>

shall review the papers to determine if the risk should be reinsured
by the Pool, and, if so, on what basis. The Lead Reinsurer shall
provide Ceding Company with a response within 24 hours of receipt of
the papers. Approval of the Lead Reinsurer shall be binding on all
other Pool members. This process shall be known as Automatic
Processing and subject to the limitations in Exhibit II.

C. Basis of Reinsurance

Reinsurance under this Agreement will be on the basis as stated in Schedule
B.

D. Policy Forms.

When requested, the Ceding Company will furnish the Reinsurer with a copy
of each policy, rider, rate book, and applicable sales or marketing
material which applies to the life insurance reinsured hereunder.

ARTICLE III

LIABILITY

A. The Reinsurer's liability for automatic reinsurance will begin
simultaneously with the Ceding Company's liability except for those risks
which qualify for automatic reinsurance but are submitted on a facultative
basis.

B. The Reinsurer's liability for facultative reinsurance will begin
simultaneously with the Ceding Company's liability once the Reinsurer has
accepted the application for facultative reinsurance and the Ceding Company
has accepted the offer.

C. In no event shall the reinsurance be in force and binding if the issuance
and delivery of such insurance constituted the doing of business in a
jurisdiction in which the ceding company was not properly licensed.

D. The Reinsurer's liability for reinsurance on each risk will terminate when
the Ceding Company's liability terminates.

E. The liability of each pool member shall be separate and not joint with the
other pool members.

F. Payment of reinsurance premiums is a condition precedent to the Reinsurer's
liability.

<PAGE>

G. The Reinsurer shall establish reserves on Reinsurer's portion of the policy
on the reserve basis specified in Schedule B.

<PAGE>

ARTICLE IV

REINSURANCE PREMIUMS

A. Computation.

Premiums for reinsurance under this Agreement will be computed as described
in Exhibit I.

B. Premium Accounting.

1. Payment of Reinsurance Premiums.

For automatic and facultative reinsurance, following the close of each
calendar month, the Ceding Company will send the Reinsurer a statement
and a listing of new business, changes and terminations.

If a net reinsurance premium balance is payable to the Reinsurer, the
Ceding Company will forward this balance within (60) sixty days after
the close of each month.

If a net reinsurance premium balance is payable to the Ceding Company,
the balance due will be subtracted from the reinsurance premium
payable by Ceding Company for the current month and any remaining
balance due the Ceding Company shall be paid by the Reinsurer within
(60) sixty days after the Ceding Company submits the statement.

2. Non-Payment of Premium

If reinsurance premiums are delinquent, the Reinsurer has the right to
terminate the reinsurance risks on those policies listed on the
delinquent monthly statement by giving the Ceding Company ninety days'
advance written notice. If the delinquent premiums have not been paid
as of the close of the ninety-day period, the Reinsurer's liability
will terminate for the risks described in the delinquency notice.

Regardless of the termination, the Ceding Company will continue to be
liable to the Reinsurer for all unpaid reinsurance premiums earned.

3. Reinstatement

<PAGE>

The Ceding Company may reinstate the risks terminated due to non
payment of reinsurance premium within sixty days after the effective
date of termination by paying the unpaid reinsurance premiums for the
risks in force prior to the termination. However, the Reinsurer will
not be liable for any claim incurred between the date of termination
and reinstatement. The effective date of reinstatement will be the
date the required back premiums are received.

4. Currency

The reinsurance premiums and benefits payable under this Agreement
will be payable in the lawful money of the United States.

5. Detailed Listing

The Ceding Company will send the Reinsurer a detailed listing of all
reinsurance in force as of the close of the immediately preceding
calendar year.

6. Guaranteed Rates

For technical reasons relating to the uncertain status of deficiency
reserve requirements by the various state insurance departments, the
life reinsurance rates cannot be guaranteed for more than one year.
On all reinsurance ceded at these rates, however, the Reinsurer
anticipates continuing to accept premiums on the basis of the rates
shown in Exhibit I.

ARTICLE V

OVERSIGHTS

If there is an unintentional oversight or misunderstanding in the administration
of this Agreement by Ceding Company or Reinsurer, it can be corrected provided
the correction takes place within a reasonable time after the oversight or
misunderstanding is first discovered. Both Ceding Company and the Reinsurer
will be restored to the position they would have occupied had the oversight or
misunderstanding not occurred.

<PAGE>

ARTICLE VI

CHANGES, REDUCTIONS AND TERMINATIONS

A. Replacement or Change

If there is a contractual change or non-contractual replacement of the
insurance reinsured under this Agreement where full underwriting evidence
according to the Ceding Company's regular underwriting rules is not
required, the insurance may continue to be reinsured with the Reinsurer
provided it meets the minimum reinsurance cession amount stated in Schedule
A. If a non-contractual change is requested on a facultatively reinsured
policy, the Reinsurer must consent to the change.

B. Increases or Decreases

1. If the policy face amount of a risk reinsured automatically under this
Agreement increases and:

a. The increase is subject to new underwriting evidence, then the
provisions of Article Ii, Section A, shall apply to the increase
in reinsurance.

b. The increase is not subject to new underwriting evidence, then
Reinsurer will accept automatically the increase in reinsurance
but not to exceed the automatic binding limit.

2. If the policy face amount increases, the Ceding Company's retention
will be filled first, then any remaining risk of the increase will be
ceded to the Reinsurer as of the effective date of the increase. If
the policy face amount is reduced, the reinsurance will be reduced
first, thereby maintaining the Ceding Company's retention. Reinsurer
will refund to Ceding Company all unearned reinsurance premiums not
including policy fees, less applicable allowances, arising from
reductions, terminations and changes as described in this Article.

3. In the event of a reduction in the face amount of a policy which was
ceded facultatively, the Reinsurer's percentage of the reduced face
amount should be the same percentage of the initial reinsurance ceded.

4. Increases in face amount of policies reinsured on a facultative basis,
will be submitted to the Reinsurer for acceptance.

<PAGE>

C. Reduction in Retained Coverage

If any portion of the aggregate insurance retained by Ceding Company on an
individual life reduces or terminates, any reinsurance under this Agreement
based on the same life may also be reduced or terminated. Ceding Company
will reduce the reinsurance by applying the retention limits which were in
effect at the time each policy was issued. Ceding Company will not be
required to retain an amount in excess of its regular retention limit for
the age, mortality rating and risk classification at the time of issue for
any policy on which reinsurance is being reduced.

The reinsurance to be terminated or reduced will be determined by
chronological order in which the reinsurance was first reinsured, thereby
reducing or terminating the oldest risks first.

D. Multiple Reinsurers

If a risk is shared by more than one reinsurer, Reinsurer's percentage of
any increased or reduced reinsurance will be the same as its initial
percentage of the reinsurance for that risk.

E. Termination

If the policy for a risk reinsured under this Agreement is terminated, the
reinsurance for the risk involved will be terminated on the effective date
of termination.

F. Facultative

On facultative reinsurance, if Ceding Company wishes to reduce the
mortality rating, this reduction will be subject to and reinsured under the
facultative provisions of this Agreement.

ARTICLE VII

INCREASE IN RETENTION

A. If the Ceding Company should increase the retention limits as listed in
Exhibit II, prompt written notice of the increase must be given to the
Reinsurer.

B. In the event of an increase in retention, the Ceding Company will have the
option of recapturing the reinsurance under this Agreement when the
retention limit increases. The Ceding Company may exercise its option to

<PAGE>

recapture by giving written notice to the Reinsurer within ninety days
after the effective date of the increase.

C. If the Ceding Company exercises its option to recapture, then

1. The Ceding Company must reduce the reinsurance on each risk on which
the Ceding Company retained the maximum retention limit that was in
effect at the time the reinsurance was ceded to the Reinsurer.

2. No recapture will be made to reinsurance on a risk if (a) the Ceding
Company retained a special retention limit less than the maximum
retention limit in effect at the time the reinsurance was ceded to the
Reinsurer, or if (b) the Ceding Company did not retain insurance on
the risk.

3. The Ceding Company must increase its total amount of insurance on the
risk up to the new retention limit by reducing the reinsurance. If a
risk is shared by more than one reinsurer, the Reinsurer's percentage
of the reduced reinsurance will be the same as the initial percentage
on the individual risk.

4. Upon increasing the retention limit, the reduction in reinsurance will
become effective on the next annual premium anniversary of those
policies that have been inforce for at least ten (10) years.

ARTICLE VIII

REINSTATEMENT

If an insurance policy lapses for nonpayment of premium and is reinstated under
the Ceding Company's terms and rules, the reinsurance will be reinstated by the
Reinsurer as follows:

A. Automatic Cases:

The Ceding Company must pay the Reinsurer all back reinsurance premiums in
the same manner as the Ceding Company received insurance premiums under the
policy. When the policy is reinstated by the Ceding Company, the
reinsurance will be automatically reinstated.

B. Facultative Cases:

If the Ceding Company requires reinstatement evidence of insurability, the

<PAGE>

Ceding Company will submit it to the Reinsurer for approval. In such
cases, the Reinsurer's approval is required for the reinsurance to be
reinstated. Upon the Reinsurer's approval, the Ceding Company must pay the
Reinsurer all back reinsurance premiums in the same manner as the Ceding
Company received insurance premium under the policy.

ARTICLE IX

EXPENSES

The Ceding Company must pay the expense of all medical examinations, inspection
fees and other charges in connection with the issuance of the insurance.

ARTICLE X

CLAIMS

A. Liability

The Reinsurer's liability for the insurance benefits reinsured under this
Agreement will be the same as the Ceding Company's liability for such
benefits. All reinsurance claim settlements will be subject to the terms
and conditions of the particular contract under which the Ceding Company is
liable.

B. Notification

When the Ceding Company is advised of a claim, the Reinsurer must be
notified promptly.

C. Claim Payment

1. Automatic Reinsurance on a Risk

If a claim is made on a risk reinsured automatically under this
Agreement and is not contested by the Ceding Company, Reinsurer will
abide by the issue as it is settled by the Ceding Company. Copies of
proofs or other written matters relating to any claim reimbursements
under this Agreement shall be furnished to the Reinsurer upon written
request. The Ceding Company will receive payment of the reinsurance
proceeds from the Reinsurer when the Ceding Company makes the
settlement of the policy proceeds and delivers a copy of the proof of
death, check copy or

<PAGE>

proof of payment and the claimant's statement to the Reinsurer.

2. Facultative Reinsurance on a Risk

If a claim is made on a risk reinsured facultatively under this
Agreement, the Ceding Company shall submit to Reinsurer all
relevant and/or requested documents and papers related to the
claim along with Ceding Company's recommendation. Ceding Company
shall then wait five days from the date of mailing during which
time Reinsurer shall have the opportunity to advise Ceding
Company of its consent or disagreement with the recommendation.
In the event Reinsurer does not contact Ceding Company within the
five day period, Reinsurer shall be deemed to have approved the
recommendation and Ceding Company shall be authorized to act
accordingly. The Ceding Company will receive payment of the
reinsurance proceeds from Reinsurer when Ceding Company makes the
settlement of the policy proceeds and delivers proof of payment
to the Reinsurer.

3. Payment of Reinsurance Proceeds

Payment of life reinsurance proceeds will be made in a single sum
regardless of the Ceding Company's mode of settlement with the
payee.

D. Contested Claims

The Ceding Company must promptly notify the Reinsurer of any intent to
contest a claim reinsured under this Agreement or to assert defenses. If
the Ceding Company's contest of such claim results in the increase or
reduction of liability, the Reinsurer will share in this increase or
reduction. The Reinsurer's share of the increase or decrease shall be
proportional to their share of the met amount at risk on the date of death
of the insured.

If the Reinsurer should decline to participate in the contest or assertion
of defenses, the Reinsurer will then release all of the liability by paying
the Ceding Company the full amount of reinsurance and not sharing in any
subsequent increase or reduction in liability.

E. Misstatement of Age or Sex

If the amount of insurance provided by the policy or policies reinsured
under this Agreement is increased or reduced because of misstatement of age
or sex established after the death of the insured, the Reinsurer will share
with the Ceding Company in this increase or reduction.

<PAGE>

F. Routine Expenses

The Ceding Company will pay the routine expenses incurred in connection
with settling claims. These expenses may include compensation of agent and
employees and the cost of routine investigations such as inspection
reports.

G. Non-Routine Expenses

The Reinsurer will share with the Ceding Company all expenses that are not
routine. Expenses that are not routine are those directly incurred in
connection with the contest or the possibility of a contest of a claim or
the assertion of defenses, including legal expenses. The expenses will be
shared in proportion to the net amount at risk for the Ceding Company and
Reinsurer. However, if the Reinsurer has released the liability under
Section D of this Article, the Reinsurer will not share in any expenses
incurred after the date of the Reinsurer's release.

H. Contestable Period

If, during the contestable period, Ceding Company is notified of the death
of the first joint insured, the Ceding Company will investigate the case.

ARTICLE XI

EXTRA-CONTRACTUAL DAMAGES

In no event will the Reinsurer have any liability for any extra-contractual
damages which are awarded against the Ceding Company as a result of acts,
omissions or course of conduct committed by the Ceding Company in connection
with the insurance reinsured under this Agreement.

The Reinsurer does recognize that circumstances may arise under which the
Reinsurer, in equity, should share, to the extent permitted by law, in paying
certain assessed damages. Such circumstances are difficult to define in
advance, but involve those situations in which the Reinsurer was an active party
in the act, omission or course of conduct which ultimately results in the
assessment of such damages. The extent of such sharing is dependent on good
faith assessment of culpability in each case, but all factors being equal, the
division of any such assessment would be in the proportion of total risk
accepted by each party for the plan of insurance involved.

ARTICLE XII

<PAGE>

INSPECTION OF RECORDS

Each party will have the right, at any reasonable time and upon reasonable
notice, to inspect the other party's books and documents which relate to
reinsurance under this Agreement.

ARTICLE XIII

DAC TAX
SECTION 1.848-2(g) (8) ELECTION

A. The Reinsurer and the Ceding Company hereby agree to the following pursuant
to section 1.848-2(g)(8) of the Income Tax Regulations issued December 1992
under Section 848 of the Internal Revenue Code of 1986, as amended. This
election shall be effective for 1993 and for all subsequent taxable years
for which this Agreement remains in effect.

B. The terms used in this Article are defined by reference to Regulation
Section 1.848-2 in effect December 1992.

C. The party with net positive consideration for this Agreement for each
taxable year will capitalize specified policy acquisition expenses with
respect to this Agreement without regard to the general deduction
limitation of section 848(c)(1).

D. Both parties agree to exchange information pertaining to the amount of net
consideration under this Agreement each year to ensure consistency or as
otherwise required by the Internal Revenue Service.

E. The Ceding Company will submit to the Reinsurer by May 1 of each year a
schedule of the calculation of the net consideration for the preceding
calendar year. This schedule of calculations will be accompanied by a
statement signed by an officer of the Ceding Company stating that such net
consideration will be reported in the tax return for the preceding calendar
year.

F. The Reinsurer may contest such calculation by providing an alternative
calculation to the Ceding Company in writing within 30 days of receipt of
Ceding Company's calculation. If the Reinsurer does not notify the Ceding
Company, Reinsurer will report the net consideration as determined by the
Ceding Company in the tax return for the preceding calendar year.

G. If the Reinsurer contests the Ceding Company's calculation of the net
consideration, both parties will act in good faith to reach an agreement as

<PAGE>

to the correct amount within thirty (30) days of the date the Reinsurer
submits their alternative calculation. If both parties reach agreement on
an amount of net consideration, both parties shall report such amount in
their respective tax returns for the previous calendar year.

ARTICLE XIV

INSOLVENCY

A. Insolvency of Reinsurer

If the Reinsurer becomes insolvent as determined by the Department of
Insurance responsible for such determination, amounts due the Reinsurer
will be paid net of the terms of this Agreement and directly to the
liquidator, receiver, or statutory successor without decrease. All
reinsurance ceded under this Agreement may be recaptured by the Ceding
Company without charge or penalty as of the date Reinsurer fails to meet
its obligations under this Agreement.

B. Insolvency of Ceding Company

If Hartford Life Insurance Company, Hartford Life and Accident Insurance
Company or Hartford Life and Annuity Insurance Company should become
insolvent, all reinsurance under this Agreement covering risks ceded by
that particular company will be payable by Reinsurer directly to that
Company's liquidator, receiver or statutory successor, on the basis of the
liability of that Company under the policy or policies reinsured and
without diminution because of the insolvency of the Company. However, in
the event of such insolvency, the liquidator, receiver or statutory
successor will give written notice of a pending claim against Ceding
Company on the reinsured policy. It will do so within a reasonable time
after the claim is filed in the insolvency proceedings. During the
pendency of such a claim, Reinsurer may investigate the claim and may, at
its own expense, interpose any defense or defenses which it may deem
available to the insolvent Company, its liquidator, receiver or statutory
successor, in the proceedings where the claim is to be adjudicated.

The expense thus incurred by Reinsurer will be chargeable against the
insolvent Company, subject to court approval, as part of the expense of
liquidation to the extent of a proportionate share of the benefit which may
accrue to the insolvent Company solely as a result of the defense
undertaken by Reinsurer.

Where two or more reinsurers are involved in the same claim and a majority
in interest elect to interpose defense to the claim, the expense

<PAGE>

will be apportioned in accord with the terms of the reinsurance agreement
as though the expense had been incurred by the insolvent Company.

It is agreed that the insolvency of any one of the Hartford Life Companies
shall not affect this Agreement as it applies to the remaining solvent
companies.

ARTICLE XV

OFFSET

Any debts or credits, matured or unmatured, liquidated or unliquidated,
regardless of when they arose or were incurred, in favor of or against either
the Ceding Company or the Reinsurer with respect to this Agreement or with
respect to any other claim of one party against the other are deemed mutual
debts or credits, as the case may be, and shall be set off, and only the balance
shall be allowed or paid. In the event the Ceding Company becomes insolvent,
offsets shall be allowed in accordance with applicable law.

ARTICLE XVI

ARBITRATION

Any disagreement, controversy, or claim arising out of or relating to this
Agreement between the Reinsurer and any one of the Hartford Life Companies will
be settled by arbitration. There will be three arbitrators chosen among current
or retired officers of life insurance companies other than parties or their
affiliates. Each party to the dispute will appoint one of the arbitrators and
these two arbitrators will select the third arbitrator. In the event that
either party should fail to choose an arbitrator within 30 days following a
written request by the other party to do so, the requesting party may choose two
arbitrators who shall in turn choose a third arbitrator before entering upon
arbitration. If the two arbitrators fail to agree upon the selection of a third
arbitrator within 30 days following their appointment, each arbitrator shall
nominate three candidates within 10 days thereafter, two of whom the other shall
decline, and the decision shall be made by drawing lots.

Arbitration will be conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association which will be in effect on the
date of delivery of demand for arbitration. The arbitrators will base their
decision on the terms and conditions of this Agreement plus, as necessary, on
the customs and practices of the insurance and reinsurance industry rather than
solely on a strict interpretation of the applicable law. The site of any
arbitration will be determined by a majority vote of the arbitrators. All
expenses and fees of the

<PAGE>

arbitrations will be borne equally by the parties unless otherwise decreed by
the arbitrators.

The award agreed to by a majority of the arbitrators will be final and binding
and there will be no appeal from their decision. Judgment may be entered upon
it in any court having jurisdiction.

ARTICLE XVII

TERMINATION

A. Each Hartford Life Insurance Company and the Reinsurer may terminate this
Agreement as it applies to the business of each by giving (90) ninety days'
written notice of termination. The day the notice is deposited in the
mail addressed to the Home Office, or to an Officer of each party, will be
the first day of the (90) ninety-day period.

B. During the (90) ninety-day period, this Agreement will continue to be in
force between the terminating parties.

C. After termination, the terminating parties shall remain liable under the
terms of this Agreement for all automatic reinsurance which becomes
effective prior to termination of this Agreement. After termination the
terminating parties shall be liable for all automatic and facultative
reinsurance which has an application date on or before the effective date
of the termination.

D. Termination by one or two of the Hartford Life Companies shall not affect
this Agreement as it relates to the non-terminating Hartford Life Company
(ies).

ARTICLE XVIII

ENTIRE AGREEMENT AND AMENDMENT

A. Entire Contract

This Agreement with any attached Schedules and Exhibits, shall constitute
the entire agreement between the parties with respect to the business being
reinsured hereunder and there are no understandings between the parties
other than as expressed herein.

B. Modifications

<PAGE>

Any modification or change to the provisions of this Agreement shall be
null and void unless set forth in a written amendment to the Agreement
which is signed by all parties to the amendment.

<PAGE>

ARTICLE XIX

EFFECTIVE DATE

The provisions of this Agreement shall be effective with respect to policies
issued on or after [date].

<PAGE>

ARTICLE XX

EXECUTION

[REINSURER]

By _____________________________ Attest __________________________

Title _____________________________ Title __________________________

____________________________ __________________________

Date _____________________________ Date __________________________

HARTFORD LIFE INSURANCE COMPANY

HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

By _____________________________ Attest __________________________

Date _____________________________ Date __________________________

<PAGE>

SCHEDULE A

SPECIFICATIONS

TYPE OF BUSINESS

REINSURANCE POOL SHARE

PLANS OF INSURANCE

DESCRIPTION GENERAL FORM NO'S.
----------- ------------------

RIDERS
------

MINIMUM REINSURANCE CESSION

LEAD REINSURER

<PAGE>

SCHEDULE B

BASIS OF REINSURANCE

LIFE PRODUCTS Life reinsurance will be on the yearly renewable term (YRT)
basis for the amount at risk on the portion of the policy
reinsured by Reinsurer. The amount at risk on a policy
shall be the death benefit of the policy less the amount
retained by the Ceding Company, less the cash value under
the policy. The basis for determining Reinsurer's liability
shall be the amount at risk used for computation of the
reinsurance premium.

EXCHANGES Exchanges from one last survivor plan reinsured under this
agreement to a different last survivor plan, for the purpose
of allowing the policyowner premium flexibility (UL) or
potentially higher investment return (VL), will be reinsured
hereunder as NEW BUSINESS at first year reinsurance rates if
the new plan has been fully underwritten and has new
contestable and suicide exclusion periods. Otherwise, the
reinsurance rates will be point-in-scale.

RESERVE BASIS Reserves are calculated according to the applicable CRVM
methodology, interest rate and mortality table. The
mortality tables used are male/female, smoker distinct, age
last birthday and ultimate. The mortality rates are
frasierized. There is a 1/2 qx unearned premium reserve
minimum.

<PAGE>

PARTICIPATION AGREEMENT

Among

______________________________,

and

HARTFORD LIFE INSURANCE COMPANY

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I. Fund Shares 5

ARTICLE II. Representations and Warranties 7

ARTICLE III. Prospectuses, Reports to Shareholders and 8
Proxy Statements; Voting

ARTICLE IV. Sales Material and Information 11

ARTICLE V. Reserved 12

ARTICLE VI. Diversification 12

ARTICLE VII. Potential Conflicts 12

ARTICLE VIII. Indemnification 14

ARTICLE IX. Applicable Law 20

ARTICLE X. Termination 20

ARTICLE XI. Notices 23

ARTICLE XII. Foreign Tax Credits 23

ARTICLE XIII. Miscellaneous 23

SCHEDULE A Separate Accounts and Contracts 27

SCHEDULE B Participating Life Investment Trust 28
Portfolios

SCHEDULE C Proxy Voting Procedures 29

<PAGE>

PARTICIPATION AGREEMENT

Among

[FUND]

[UNDERWRITER]

[ADVISER]

and

HARTFORD LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of the _______ day of__________,
1998 by and among HARTFORD LIFE INSURANCE COMPANY (hereinafter the "Company"); a
Connecticut corporation, on its behalf and on behalf of each separate account of
the Company set forth on Schedule A hereto as may be amended from time to time
(each such account hereinafter referred to as the "Account") and
_______________________, a __________ corporation established under the laws of
the state of _________ ("state") (hereinafter the "Fund"); and
______________________, a ___________ corporation (hereinafter the
"Underwriter") and ____________________, a ___________ corporation (hereinafter
the "Adviser").

WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established by insurance companies for individual and group life insurance
policies and annuity contracts with variable accumulation and/or pay-out
provisions (hereinafter referred to individually and/or collectively as
"Variable Insurance Products"); and

WHEREAS, insurance companies desiring to utilize the Fund as an investment
vehicle under their Variable Insurance Products are required to enter into
participation agreements with the Fund and the Underwriter (the "Participating
Insurance Companies"); and

WHEREAS, shares of the Fund are divided into several series of shares,
each representing the interest in a particular managed portfolio of
securities and other assets, any one or more of which may be made available
for Variable Insurance Products of Participating Insurance Companies; and

WHEREAS, the Fund intends to offer shares of the series set forth on
Schedule B (each such series hereinafter referred to as a "Portfolio") as may be
amended from time to time by mutual agreement of the parties hereto, under this
Agreement to the Accounts of the Company; and

<PAGE>

WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, granting Participating Insurance Companies and Variable Insurance
Product separate accounts exemptions from the provisions of Sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by Variable Annuity Product separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive
Order"); and

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

WHEREAS, the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and

WHEREAS, the Adviser is the investment adviser of the Portfolios of the
Fund; and

WHEREAS, the Underwriter is registered as a broker/dealer under the
Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"), is a
member in good standing of the National Association of Securities Dealers, Inc.
(hereinafter "NASD") and serves as principal underwriter of the shares of the
Fund; and

WHEREAS, the Company has registered or will register certain Variable
Insurance Products under the 1933 Act; and

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

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

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

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

4
<PAGE>

ARTICLE I. FUND SHARES

1.1. The Fund and the Underwriter agree to make available for purchase
by the Company shares of the Portfolios and shall execute orders placed for each
Account on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of such order. For purposes of this Section 1.1, the
Company shall be the designee of the Fund and Underwriter for receipt of such
orders from each Account and receipt by such designee shall constitute receipt
by the Fund; provided that the Fund receives notice of such order by 10:00 a.m.
(local time where the Fund processes orders) on the next following Business Day.
Notwithstanding the foregoing, the Company shall use its best efforts to
provide the Fund with notice of such orders by 9:15 a.m. on the next following
Business Day. "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Fund calculates its net asset
value pursuant to the rules of the Securities and Exchange Commission, as set
forth in the Fund's prospectus and statement of additional information.
Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter
the "Board") may refuse to permit the Fund to sell shares of any Portfolio to
any person, or suspend or terminate the offering of shares of any Portfolio if
such action is required by law or by regulatory authorities having jurisdiction
or is, in the sole discretion of the Board acting in good faith and in light of
their fiduciary duties under federal and any applicable state laws, necessary
in the best interests of the shareholders of such Portfolio.

1.2. The Fund and the Underwriter agree that shares of the Fund will
be sold only to Participating Insurance Companies for their Variable Insurance
Products. No shares of any Portfolio will be sold to the general public.

1.3. The Fund will not make its shares available for purchase by any
insurance company or separate account unless an agreement containing provisions
which afford the Company substantially the same protections currently provided
by Sections 2.1, 2.4, 2.9, 3.4 and Article VII of this Agreement is in effect to
govern such sales.

1.4. The Fund and the Underwriter agree to redeem for cash, on the
Company's request, any full or fractional shares of the Fund held by the
Company, executing such requests on a daily basis at the net asset value next
computed after receipt by the Fund or its designee of the request for
redemption. For purposes of this Section 1.4, the Company shall be the designee
of the Fund for receipt of requests for redemption from each Account and receipt
by such designee shall constitute receipt by the Fund; provided that the
Underwriter receives notice of such request for redemption on the next following
Business Day in accordance with the timing rules described in Section 1.1.

1.5. The Company agrees that purchases and redemptions of Portfolio
shares offered by the then current prospectus of the Fund shall be made in
accordance with the provisions of such prospectus. The Accounts of the Company,
under which amounts may be invested in the Fund are listed on Schedule A
attached hereto and incorporated herein by reference, as such

<PAGE>

Schedule A may be amended from time to time by mutual written agreement of
all of the parties hereto. The Company will give the Fund and the Underwriter
concurrent written notice of its intention to make available in the future,
as a funding vehicle under the Contracts, any other investment company.

1.6. The Company will place separate orders to purchase or redeem
shares of each Portfolio. Each order shall describe the net amount of shares and
dollar amount of each Portfolio to be purchased or redeemed. In the event of net
purchases, the Company shall pay for Portfolio shares on the next Business Day
after an order to purchase Portfolio shares is made in accordance with the
provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted
by wire. In the event of net redemptions, the Portfolio shall pay the redemption
proceeds in federal funds transmitted by wire on the next Business Day after an
order to redeem Portfolio shares is made in accordance with the provisions of
Section 1.4 hereof. Notwithstanding the foregoing, if the payment of redemption
proceeds on the next Business Day would require the Portfolio to dispose of
Portfolio securities or otherwise incur substantial additional costs, and if the
Portfolio has determined to settle redemption transactions for all shareholders
on a delayed basis, proceeds shall be wired to the Company within seven (7) days
and the Portfolio shall notify in writing the person designated by the Company
as the recipient for such notice of such delay by 3:00 p.m. Eastern Time on the
same Business Day that the Company transmits the redemption order to the
Portfolio.

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

1.8. The Underwriter shall use its best efforts to furnish same day
notice by 6:00 p.m. in its local time zone (by wire or telephone, followed by
written confirmation) to the Company of any dividends or capital gain
distributions payable on the Fund's shares. The Company hereby elects to receive
all such dividends and capital gain distributions as are payable on the
Portfolio shares in additional shares of that Portfolio. The Company reserves
the right to revoke this election and to receive all such dividends and capital
gain distributions in cash. The Fund shall notify the Company of the number of
shares so issued as payment of such dividends and distributions.

1.9. The Underwriter shall make the net asset value per share of each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 6:00 p.m.
Eastern Time. In the event that Underwriter is unable to meet the 6:00 p.m. time
stated immediately above, then Underwriter shall provide the Company with
additional time to notify Underwriter of purchase or redemption orders pursuant
to Sections 1.1 and 1.4, respectively, above. Such additional time shall be
equal to the additional time that Underwriter takes to make the net asset values
available to the Company; provided, however, that notification

<PAGE>

must be made by 11:00 a.m. Eastern Time on the Business Day such order is to
be executed, regardless of when net asset valuer is made available.

1.10. If Underwriter provides materially incorrect share net asset
value information through no fault of the Company, the Company shall be entitled
to an adjustment with respect to the Fund shares purchased or redeemed to
reflect the correct net asset value per share. The determination of the
materiality of any net asset value pricing error shall be based on the SEC's
recommended guidelines regarding such errors. The correction of any such errors
shall be made at the Company level pursuant to the SEC's recommended guidelines.
Any material error in the calculation or reporting of net asset value per share,
dividend or capital gain information shall be reported promptly upon discovery
to the Company.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that the interests of the
Accounts which offer the Funds (the "Contracts") are or will be registered
unless exempt and that it will maintain such registration under the 1933 Act and
the regulations thereunder to the extent required by the 1933 Act; that the
Contracts will be issued and sold in compliance with all applicable federal and
state laws and regulations. The Company further represents and warrants that it
is an insurance company duly organized and in good standing under applicable law
and that it has legally and validly established each Account prior to any
issuance or sale thereof as a segregated asset account under the Connecticut
Insurance Code and the regulations thereunder and has registered or, prior to
any issuance or sale of the Contracts, will register and will maintain the
registration of each Account as a unit investment trust in accordance with and
to the extent required by the provisions of the 1940 Act and the regulations
thereunder, unless exempt therefrom, to serve as a segregated investment account
for the Contracts. The Company shall amend its registration statement for its
contracts under the 1933 Act and the 1940 Act from time to time as required in
order to effect the continuous offering of its Contracts.

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

2.3. The Fund and the Adviser represent that the Fund is currently
qualified as a Regulated Investment Company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code") and that each will make every
effort to maintain such qualification (under

<PAGE>

Subchapter M or any successor or similar provision) and that each will notify
the Company immediately upon having a reasonable basis for believing that the
Fund has ceased to so qualify or that the Fund might not so qualify in the
future.

2.4. The Company represents that each Account is and will continue to
be a "segregated account" under applicable provisions of the Code and that each
Contract is and will be treated as a "variable contract" under applicable
provisions of the Code and that it will make every effort to maintain such
treatment and that it will notify the Fund immediately upon having a reasonable
basis for believing that the Account or Contract has ceased to be so treated or
that they might not be so treated in the future.

2.5. The Fund represents that to the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Fund
undertakes to have a board of directors, a majority of whom are not interested
persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.

2.6. The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various
states.

2.7. The Fund and the Adviser represent that the Fund is duly
organized and validly existing under the laws of State and that the Fund does
and will comply in all material respects with the 1940 Act.

2.8. The Underwriter represents and warrants that it is and shall
remain duly registered under all applicable federal and state laws and
regulations and that it will perform its obligations for the Fund and the
Company in compliance with the laws and regulations of its state of domicile and
any applicable state and federal laws and regulations.

2.9. The Company represents and warrants that all of its trustees,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are covered by a blanket fidelity
bond or similar coverage, in an amount equal to the greater of $5 million or any
amount required by applicable federal or state law or regulation. The aforesaid
includes coverage for larceny and embezzlement is issued by a reputable bonding
company.

ARTICLE III. PROSPECTUSES; REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS; VOTING

3.1. The Fund shall provide the Company with as many printed copies of
the Fund's current prospectus and statement of additional information as the
Company may reasonably request. If requested by the Company in lieu of providing
printed copies the Fund shall provide camera-ready film or computer diskettes
containing the Fund's prospectus and statement of additional information, and
such other assistance as is reasonably necessary in order for the

<PAGE>

Company once each year (or more frequently if the prospectus and/or statement
of additional information for the Fund is amended during the year) to have
the prospectus for the Contracts and the Fund's prospectus printed together
in one document or separately. The Company may elect to print the Fund's
prospectus and/or its statement of additional information in combination with
other fund companies' prospectuses and statements of additional information.

3.2(a). Except as otherwise provided in this Section 3.2, all expenses of
preparing, setting in type and printing and distributing Fund prospectuses and
statements of additional information shall be the expense of the Company. For
prospectuses and statements of additional information provided by the Company to
its existing owners of Contracts in order to update disclosure as required by
the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and
distributing shall be borne by the Fund. If the Company chooses to receive
camera-ready film or computer diskettes in lieu of receiving printed copies of
the Fund's prospectus and/or statement of additional information, the Fund shall
bear the cost of typesetting to provide the Fund's prospectus and/or statement
of additional information to the Company in the format in which the Fund is
accustomed to formatting prospectuses and statements of additional information,
respectively, and the Company shall bear the expense of adjusting or changing
the format to conform with any of its prospectuses and/or statements of
additional information. In such event, the Fund will reimburse the Company in an
amount equal to the product of x and y where x is the number of such
prospectuses distributed to owners of the Contracts, and y is the Fund's per
unit cost of printing the Fund's prospectuses. The same procedures shall be
followed with respect to the Fund's statement of additional information. The
Fund shall not pay any costs of typesetting, printing and distributing the
Fund's prospectus and/or statement of additional information to prospective
Contract owners.

3.2(b). The Fund, at its expense, shall provide the Company with copies
of its proxy statements, reports to shareholders, and other communications
(except for prospectuses and statements of additional information, which are
covered in Section 3.2(a) above) to shareholders in such quantity as the Company
shall reasonably require for distributing to Contract owners. The Fund shall
not pay any costs of distributing such proxy-related material, reports to
shareholders, and other communications to prospective Contract owners.

3.2(c). The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund to assure that the Fund's
expenses do not include the cost of typesetting, printing or distributing any of
the foregoing documents other than those actually distributed to existing
Contract owners.

3.2(d) The Fund shall pay no fee or other compensation to the Company
under this Agreement, except that if the Fund or any Portfolio adopts and
implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then
the Underwriter may make payments to the Company or to the underwriter for the
Contracts if and in amounts agreed to by the Underwriter in writing.

<PAGE>

3.2(e) All expenses, including expenses to be borne by the Fund pursuant
to Section 3.2 hereof, incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares.

3.3. The Fund's statement of additional information shall be
obtainable from the Fund, the Underwriter, the Company or such other person as
the Fund may designate.

3.4. If and to the extent required by law the Company shall
distribute all proxy material furnished by the Fund to Contract Owners to whom
voting privileges are required to be extended and shall:

(i) solicit voting instructions from Contract owners;

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

(iii) vote Fund shares for which no instructions have been received in
the same proportion as Fund shares of such Portfolio for
which instructions have been received, so long as and to the
extent that the Securities and Exchange Commission continues
to interpret the 1940 Act to require pass-through voting
privileges for variable contract owners. The Company reserves
the right to vote Fund shares held in any segregated asset
account in its own right, to the extent permitted by law. The
Fund and the Company shall follow the procedures, and shall
have the corresponding responsibilities, for the handling of
proxy and voting instruction solicitations, as set forth in
Schedule C attached hereto and incorporated herein by
reference. Participating Insurance Companies shall be
responsible for ensuring that each of their separate
accounts participating in the Fund calculates voting
privileges in a manner consistent with the standards set
forth on Schedule C, which standards will also be provided to
the other Participating Insurance Companies.

(iv) For unregistered separate accounts subject to the Employee
Retirement Income Security Act of 1974 ("ERISA") to refrain
from voting shares for which no instructions are received if
such shares are held in an unregistered segregated asset
account subject to ERISA.

3.5. The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Fund will either provide
for annual meetings (except insofar as the Securities and Exchange Commission
may interpret Section 16 not to require such meetings)

<PAGE>

or comply with Section 16(c) of the 1940 Act (although the Fund is not one of
the trusts described in Section 16(c) of that Act) as well as with Sections
16(a) and, if and when applicable, 16(b). Further, the Fund will act in
accordance with the Securities and Exchange Commission's interpretation of
the requirements of Section 16(a) with respect to periodic elections of
directors and with whatever rules the Commission may promulgate with respect
thereto.

ARTICLE IV. SALES MATERIAL AND INFORMATION

4.1. The Company shall furnish, or shall cause to be furnished, to the
Fund, the Underwriter or their designee, each piece of sales literature or other
promotional material prepared by the Company or any person contracting with the
Company in which the Fund, the Adviser or the Underwriter is described, at least
ten Business Days prior to its use. No such material shall be used if the Fund,
the Adviser, the Underwriter or their designee reasonably objects to such use
within ten Business Days after receipt of such material.

4.2. Neither the Company nor any person contracting with the Company
shall give any information or make any representations or statements on behalf
of the Fund or concerning the Fund in connection with the sale of the Contracts
other than the information or representations contained in the registration
statement or Fund prospectus, as such registration statement or Fund prospectus
may be amended or supplemented from time to time, or in reports to shareholders
or proxy statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee.

4.3. The Fund shall furnish, or shall cause to be furnished, to the
Company or its designee, each piece of sales literature or other promotional
material prepared by the Fund in which the Company or its Accounts, are
described at least ten Business Days prior to its use. No such material shall be
used if the Company or its designee reasonably objects to such use within ten
Business Days after receipt of such material.

4.4. Neither the Fund nor the Underwriter shall give any information
or make any representations on behalf of the Company or concerning the Company,
each Account, or the Contracts, other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement or prospectus may be amended or supplemented from time to
time, or in published reports or solicitations for voting instruction for each
Account which are in the public domain or approved by the Company for
distribution to Contract owners, or in sales literature or other promotional
material approved by the Company or its designee, except with the permission of
the Company.

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

<PAGE>

4.6. The Company will provide to the Fund, upon the Fund's request, at
least one complete copy of all registration statements, prospectuses, statements
of additional information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no action letters, and all amendments to any of the above, that
relate to the investment in an Account or Contract, contemporaneously with the
filing of such document with the Securities and Exchange Commission or other
regulatory authorities.

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

ARTICLE V. [RESERVED]

ARTICLE VI. DIVERSIFICATION

6.1. The Fund and the Adviser represent and warrant that, at all
times, the Fund will comply with Section 817(h) of the Code and Treasury
Regulation 1.817-5, relating to the diversification requirements for variable
annuity, endowment, or life insurance contracts and any amendments or other
modifications to such Section or Regulations. In the event the Fund ceases to so
qualify, it will take all reasonable steps (a) to notify Company of such event
and (b) to adequately diversify the Fund so as to achieve compliance within the
grace period afforded by Regulation 817-5.

ARTICLE VII. POTENTIAL CONFLICTS

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

<PAGE>

variable annuity contract owners and variable life insurance contract owners;
or (f) a decision by a Participating Insurance Company to disregard the
voting instructions of contract owners. The Board shall promptly inform the
Company if it determines that an irreconcilable material conflict exists and
the implications thereof.

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

7.3. If it is determined by a majority of the Board, or a majority of
its disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance policy
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account. No charge
or penalty will be imposed as a result of such withdrawal. The Company agrees
that it bears the responsibility to take remedial action in the event of a Board
determination of an irreconcilable material conflict and the cost of such
remedial action, and these responsibilities will be carried out with a view only
to the interests of Contract owners.

7.4. If a material irreconcilable conflict arises because of a
decision by the Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote, the
Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account (at the Company's expense); provided, however that such withdrawal
and termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. No charge or penalty will be imposed as a
result of such withdrawal. The Company agrees that it bears the responsibility
to take remedial action in the event of a Board determination of an
irreconcilable material conflict and the cost of such remedial action, and these
responsibilities will be carried out with a view only to the interests of
Contract owners.

<PAGE>

7.5. For purposes of Sections 7.3 through 7.4 of this Agreement, a
majority of the disinterested members of the Board shall determine whether
any proposed action adequately remedies any irreconcilable material conflict,
but in no event will the Fund be required to establish a new funding medium
for the Contracts. The Company shall not be required by Section 7.3 through
7.4 to establish a new funding medium for the Contracts if an offer to do so
has been declined by vote of a majority of Contract owners materially
adversely affected by the irreconcilable material conflict.

7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
1940 Act or the rules promulgated thereunder with respect to mixed or shared
funding (as defined in the Shared Funding Exemptive Order) on terms and
conditions materially different from those contained in the Shared Funding
Exemptive Order, then the Fund and/or the Participating Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with Rules 6e-2
and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are
applicable.

7.7 Each of the Company and the Adviser shall at least annually
submit to the Board such reports, materials or data as the Board may reasonably
request so that the Board may fully carry out the obligations imposed upon them
by the provisions hereof and in the Shared Funding Exemptive Order, and said
reports, materials and data shall be submitted more frequently if deemed
appropriate by the Board. All reports received by the Board of potential or
existing conflicts, and all Board action with regard to determining the
existence of a conflict, notifying Participating Insurance Companies of a
conflict, and determining whether any proposed action adequately remedies a
conflict, shall be properly recorded in the minutes of the Board or other
appropriate records, and such minutes or other records shall be made available
to the Securities and Exchange Commission upon request.

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY

8.1 (a). The Company agrees to indemnify and hold harmless the Fund, the
Underwriter and each member of their respective Board and officers and each
person, if any, who controls the Fund within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" for purposes of this Section
8.1) against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Company) or litigation
(including legal and other expenses), to which the Indemnified Parties may
become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition of the
Fund's shares or the Contracts and:

(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained
in the registration statement or

<PAGE>

prospectus for the Contracts or contained in the Contracts or
sales literature for the Contracts (or any amendment or
supplement to any of the foregoing), or arise out of or are
based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not apply as
to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon
and in conformity with information furnished to the Company
by or on behalf of the Fund for use in the registration
statement or prospectus for the Contracts or in the Contracts
or sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the
Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature of the
Fund not supplied by the Company, or persons under its
control and other than statements or representations
authorized by the Fund or the Underwriter) or unlawful
conduct of the Company or persons under its control, with
respect to the sale or distribution of the Contracts or Fund
shares; or

(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in a
registration statement, prospectus, or sales literature of
the Fund or any amendment thereof or supplement thereto or
the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading if such a statement or
omission was made in reliance upon and in conformity with
information furnished to the Fund by or on behalf of the
Company; or

(iv) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this
Agreement; or

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Company.

8.1 (b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement.

<PAGE>

8.1(c). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Company shall be entitled to participate,
at as own expense, in the defense of such action. The Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Company to such party of the
Company's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses under this Agreement for any legal or other expenses
subsequently incurred by such Party independently in connection with the defense
thereof other than reasonable costs of investigation.

8.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund shares or the Contracts or the operation of the
Fund.

8.2. INDEMNIFICATION BY UNDERWRITER

8.2(a). The Underwriter agrees, with respect to each Portfolio that it
distributes, to indemnify and hold harmless the Company and each of as directors
and officers and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 8.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Underwriter) or litigation (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements are related to the sale or
acquisition of shares of the Portfolio that it distributes or the Contracts
and:

(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement or prospectus or sales literature of
the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any Indemnified
Party if such statement or omission or such alleged statement
or omission was made in reliance upon and in conformity with
information furnished to the Fund or the Underwriter by or on
behalf of the Company for use in the registration statement
or prospectus for the

<PAGE>

Fund or in sales literature (or any amendment or supplement)
or otherwise for use in connection with the sale of the
Contracts or Portfolio shares; or

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for
the Contracts not supplied by the Fund, the Underwriter or
persons under their respective control and other than
statements or representations authorized by the Company) or
unlawful conduct of the Fund or Underwriter or persons under
their control, with respect to the sale or distribution of
the Contracts or Portfolio shares; or

(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in a
registration statement, prospectus, or sales literature
covering the Contracts, or any amendment thereof or
supplement thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein
or necessary to make the statement or statements therein not
misleading, if such statement or omission was made in
reliance upon information furnished to the Company by or on
behalf of the Fund or the Underwriter; or

(iv) arise as a result of any failure by the Fund or the Underwriter
to provide the services and furnish the materials under the
terms of this Agreement; or

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in
this Agreement or arise out of or result from any other
material breach of this Agreement by the Underwriter; as
limited by and in accordance with the provisions of Section
8.2(b) and 8.2(c) hereof.

8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement.

8.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within
a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the
Underwriter of any such claim shall not relieve the Underwriter from any
liability which it may have to the Indemnified Party against whom

<PAGE>

such action is brought otherwise than on account of this indemnification
provision. In case any such action is brought against the Indemnified
Parties, the Underwriter will be entitled to participate, at its own expense,
in the defense thereof. The Underwriter also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Underwriter to such party of the Underwriter's election
to assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Underwriter will
not be liable to such party under this Agreement for any legal or other
expenses subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation.

8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account in which the Funds are made available.

8.3. INDEMNIFICATION BY THE ADVISER

8.3(a). The Adviser agrees to indemnify and hold harmless the Company and
its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the
"Indemnified Parties" and individually, "Indemnified Party," for purposes of
this Section 8.3) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Adviser)
or litigation (including legal and other expenses) to which the Indemnified
Parties may become subject under any statute, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the operations of the Adviser or
the Fund and:

(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement or prospectus or sales literature of
the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any Indemnified
Party if such statement or omission or such alleged statement
or omission was made in reliance upon and in conformity with
information furnished to the Adviser, the Fund or the
Underwriter by or on behalf of the Company for use in the
registration statement or prospectus for the Fund or in sales
literature (or any amendment or supplement) or otherwise for
use in connection with the sale of the Contracts or Portfolio
shares; or

<PAGE>

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for
the Contracts not supplied by the Fund, the Adviser or
persons under its control and other than statements or
representations authorized by the Company) or unlawful
conduct of the Fund, the Adviser or persons under their
control, with respect to the sale or distribution of the
Contracts or Portfolio shares; or

(iv) arise as a result of any failure by the Adviser to provide the
services and furnish the materials under the terms of this
Agreement; or

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Fund or the
Adviser in this Agreement or arise out of or result from any
other material breach of this Agreement by the Fund or the
Adviser, including without limitation any failure by the Fund
to comply with the conditions of Article VI hereof.

8.3(b). The Adviser shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an indemnified Party as may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement.

8.3(c). The Adviser shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Adviser in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Adviser of any
such claim shall not relieve the Adviser from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Adviser will be entitled to participate, at
its own expense, in the defense thereof. The Adviser also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Adviser to such party of the Adviser's election to
assume the defense thereof, the Indemnified Party shall bear the

<PAGE>

fees and expenses of any additional counsel retained by it, and the Adviser
will not be liable to such party under this Agreement for any legal or other
expenses subsequently incurred by such party independently in connection with
the defense thereof other then reasonable costs of investigation.

8.3(d). The Company agrees to promptly notify the Adviser of the
commencement of any litigation or proceedings against it or any of as respective
officers or directors in connection with this Agreement, the issuance or sale of
the Contracts, with respect to the operation of each Account, or the sale or
acquisition of shares of the Adviser.

ARTICLE IX. APPLICABLE LAW

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

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

ARTICLE X. TERMINATION

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

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

(b) termination by the Company by written notice to the Fund, the
Adviser and the Underwriter with respect to any Portfolio
based upon the Company's determination that shares of such
Portfolio are not reasonably available to meet the
requirements of the Contracts. Reasonable advance notice of
election to terminate shall be furnished by the Company, said
termination to be effective ten (10) days after receipt of
notice unless the Fund makes available a sufficient number of
shares to reasonably meet the requirements of the Account
within said ten (10) day period; or

(c) termination by the Company upon written notice to the Fund, the
Adviser and the Underwriter with respect to any Portfolio in
the event any of the Portfolio's shares are not registered,
issued or sold in accordance with applicable state and/or
federal law or such law precludes the use of such shares as
the underlying investment medium of the Contracts issued or
to be issued by the Company. The terminating party shall give
prompt notice to the other parties of its decision to terminate;
or

<PAGE>

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

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

(f) termination by either the Fund, the Adviser or the Underwriter by
written notice to the Company, if either one or more of the
Fund, the Adviser or the Underwriter, shall determine, in its
or their sole judgment exercised in good faith, that the
Company and/or their affiliated companies has suffered a
material adverse change in its business, operations,
financial condition or prospects since the date of this
Agreement or is the subject of material adverse publicity,
provided that the Fund, the Adviser or the Underwriter will
give the Company sixty (60) days' advance written notice of
such determination of as intent to terminate this Agreement,
and provided further that after consideration of the actions
taken by the Company and any other changes in circumstances
since the giving of such notice, the determination of the
Fund, the Adviser or the Underwriter shall continue to apply
on the 60th day since giving of such notice, then such 60th
day shall be the effective date of termination; or

(g) termination by the Company by written notice to the Fund, the
Adviser and the Underwriter, if the Company shall determine,
in its sole judgment exercised in good faith, that either the
Fund, the Adviser or the Underwriter has suffered a material
adverse change in its business, operations, financial
condition or prospects since the date of this Agreement or is
the subject of material adverse publicity, provided that the
Company will give the Fund, the Adviser and the Underwriter
sixty (60) days' advance written notice of such determination
of its intent to terminate this Agreement, and provided
further that after consideration of the actions taken by the
Fund, the Adviser or the Underwriter and any other changes in
circumstances since the giving of such notice, the
determination of the Company shall continue to apply on the
60th day since giving of such notice, then such 60th day
shall be the effective date of termination; or

(h) termination by the Fund, the Adviser or the Underwriter by
written notice to the Company, if the Company gives the Fund,
the Adviser and the

<PAGE>

Underwriter the written notice specified in Section 1.5
hereof and at the time such notice was given there was no
notice of termination outstanding under any other provision
of this Agreement; provided, however any termination under
this Section 10.1(h) shall be effective sixty (60) days after
the notice specified in Section 1.5 was given; or

(i) termination by any party upon the other party's breach of any
representation in Section 2 or any material provision of this
Agreement, which breach has not been cured to the
satisfaction of the terminating party within ten (10) days
after written notice of such breach is delivered to the Fund
or the Company, as the case may be; or

(j) termination by the Fund, Adviser or Underwriter by written notice
to the Company in the event an Account or Contract is not
registered (unless exempt from registration) or sold in
accordance with applicable federal or state law or
regulation, or the Company fails to provide pass-through
voting privileges as specified in Section 3.4.

10.2. EFFECT OF TERMINATION. Notwithstanding any termination of this
Agreement, the Fund shall at the option of the Company, continue to make
available additional shares of the Fund pursuant to the terms and conditions of
this Agreement, for all Contracts in effect on the effective date of termination
of this Agreement (hereinafter referred to as "Existing Contracts") unless such
further sale of Fund shares is proscribed by law, regulation or applicable
regulatory body, or unless the Fund determines that liquidation of the Fund
following termination of this Agreement is in the best interests of the Fund and
its shareholders. Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to direct reallocation of investments in the Fund,
redemption of investments in the Fund and/or investment in the Fund upon the
making of additional purchase payments under the Existing Contracts. The parties
agree that this Section 10.2 shall not apply to any terminations under Article
VII and the effect of such Article Vii terminations shall be governed by Article
VII of this Agreement.

10.3. The Company shall not redeem Fund shares attributable to the
Contracts (as distinct from Fund shares attributable to the Company's assets
held in the Account) except (i) as necessary to implement Contract Owner
initiated or approved transactions, or (ii) as required by state and/or federal
laws or regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption") or (iii) as
permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon
request, the Company will promptly furnish to the Fund and the Underwriter the
opinion of counsel for the Company (which counsel shall be reasonably
satisfactory to the Fund and the Underwriter) to the effect that any redemption
pursuant to clause (ii) above is a Legally Required Redemption. Furthermore,
except in cases where permitted under the terms of the Contracts, the Company
shall not prevent Contract Owners from allocating payments to a Portfolio that
was otherwise available under the Contracts without first giving the Fund or the
Adviser 30 days notice of its intention to do so.

<PAGE>

ARTICLE XI. NOTICES

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

If to the Fund:

____________________________
____________________________
____________________________

If to the Underwriter:

If to the Adviser:

If to the Company: With a copy to:

Hartford Life Insurance Co. Hartford Life Insurance Co.
200 Hopmeadow Street 200 Hopmeadow Street
Simsbury, Connecticut 06070 Simsbury, Connecticut 06070
Attn: Tom Marra Attn: Lynda Godkin, General Counsel

ARTICLE XII. FOREIGN TAX CREDITS

12.1. The Fund and Adviser agree to consult in advance with the Company
concerning whether any series of the Fund qualifies to provide a foreign tax
credit pursuant to Section 853 of the Code.

ARTICLE XIII. MISCELLANEOUS

13.1. All persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Board, officers, agents or

<PAGE>

shareholders assume any personal liability for obligations entered into on
behalf of the Fund. Each of the Company, Adviser and Underwriter acknowledges
and agrees that, as provided by Article 8, Section 8.1, of the Fund's
Agreement and Declaration of Trust, the shareholders, trustees, officers,
employees and other agents of the Fund and as Portfolios shall not personally
be bound by or liable for matters set forth hereunder, nor shall resort be
had to their private property for the satisfaction of any obligation or claim
hereunder. A Certificate of Trust referring to the Fund's Agreement and
Declaration of Trust is on file with the Secretary of State of Connecticut.

13.2. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.

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

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

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

13.6. Each party hereto shall cooperate with each other party and
all appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the National Association of Securities
Dealers and state insurance regulators) and shall permit such authorities
(and other parties hereto) reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby.

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

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

<PAGE>

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

(a) the Company's annual statement (prepared under statutory
accounting principles) and annual report (prepared under
generally accepted accounting principles ("GAAP"), if any),
as soon as practical and in any event within 90 days after
the end of each fiscal year;

(b) the Company's June 30th quarterly statements (statutory), as soon
as practical and in any event within 45 days following such
period;

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

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

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

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

HARTFORD LIFE INSURANCE COMPANY
on behalf of Itself and each of its Accounts named in
Schedule A hereto, as amended from time to time

By:
---------------------------------------------------
Peter Cummins
Its Senior Vice President

<PAGE>

FUND

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

Its

UNDERWRITER

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

Its

ADVISER

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

Its

<PAGE>

SCHEDULE A

SEPARATE ACCOUNTS AND CONTRACTS

- --------------------------------------------------------------------------------
Name of Separate Account and Date Established Form Numbers
by Board of Directors Funded by Separate Account
- --------------------------------------------------------------------------------
Contract Form Nos.:
- --------------------------------------------------------------------------------

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

<PAGE>

SCHEDULE B

PARTICIPATING LIFE INVESTMENT TRUST PORTFOLIOS

<PAGE>

SCHEDULE C

PROXY VOTING PROCEDURES

The following is a list of procedures and corresponding responsibilities for the
handling of proxies and voting instructions relating to the Fund. The defined
terms herein shall have the meanings assigned in the Participation Agreement
except that the term "Company" shall also include the department or third party
assigned by the Company to perform the steps delineated below.

1. The proxy proposals are given to the Company by the Fund as early
as possible before the date set by the Fund for the shareholder
meeting to enable the Company to consider and prepare for the
solicitation of voting instructions from owners of the Contracts and
to facilitate the establishment of tabulation procedures. At this time
the Fund will inform the Company of the Record, Mailing and Meeting
dates. This will be done verbally approximately two months before
meeting.

2. Promptly after the Record Date, the Company will perform a "tape
run," or other activity, which will generate the names, address and
number of units which are attributed to each contract
owner/policyholder (the "Customer") as of the Record Date. Allowance
should be made for account adjustments made after this date that could
affect the status of the Customers' accounts as of the Record Date.

Note: The number of proxy statements is determined by the activities
described in Step #2. The Company will use its best efforts to call in
the number of Customers to the Fund, as soon as possible, but no later
than two weeks after the Record Date.

3. The Fund's Annual Report must be sent to each Customer by the
Company either before or together with the Customers' receipt of
voting instruction solicitation material. The Fund will provide the
last Annual Report to the Company pursuant to the terms of Section 3.3
of the Agreement to which this Schedule relates.

4. The text and format for the Voting Instruction Cards ("Cards" or
"Card") is provided to the Company by the Fund. The Company, at its
expense, shall produce and personalize the Voting Instruction Cards.
The Fund or its affiliate must approve the Card before it is printed.
Allow approximately 2-4 business days for printing information on the
Cards. Information commonly found on the Cards includes:

a. name (legal name as found on account registration)
b. address
c. fund or account number
d. coding to state number of units (or equivalent shares)
e. individual Card number for use in tracking and verification of votes
(already on Cards as printed by the Fund).

<PAGE>

5. During this time, the Fund will develop, produce, and the Fund
will pay for the Notice of Proxy and the Proxy Statement (one
document). Printed and folded notices and statements will be sent to
Company for insertion into envelopes (envelopes and return envelopes
are provided and paid for by the Company). Contents of envelope sent
to Customers by the Company will include:

a. Voting Instruction Card(s)
b. One proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent
d. "urge buck slip" - optional, but recommended. (This is a small,
single sheet of paper that requests Customers to vote as quickly
as possible and that their vote is important. One copy will be
supplied by the Fund.)
e. cover letter - optional, supplied by Company and reviewed and
approved in advance by the Fund.

6. The above contents should be received by the Company
approximately 3-5 business days before mail date. Individual in
charge at Company reviews and approves the contents of the mailing
package to ensure correctness and completeness. Copy of this approval
sent to the Fund.

7. Package mailed by the Company at the Fund's expense.

*The Fund must allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended.)
Solicitation time is calculated as calendar days from (but not
including), the meeting, counting backwards.

8. Collection and tabulation of Cards begins. Tabulation usually
takes place in another department or another vendor depending on
process used. An often used procedure is to sort Cards on arrival by
proposal into vote categories of all yes, no, or mixed replies, and to
begin data entry.

Note: Postmarks are not generally needed. A need for postmark
information would be due to an insurance company's internal procedure
and has not been required by the Fund in the past.

9. Signatures on Card checked against legal name on account
registration which was printed on the Card.

Note: For example, if the account registration is under "John A.
Smith, Trustee," then that is the exact legal name to be printed on
the Card and is the signature needed on the Card.

<PAGE>

10. If Cards are mutilated, or for any reason are illegible or are
not signed properly, they are sent back to Customer with an
explanatory letter and a new Card and return envelope. The mutilated
or illegible Card is disregarded and considered to be not received for
purposes of vote tabulation. Any Cards that have been "kicked out"
(e.g., mutilated, illegible) of the procedure are "hand verified,"
(i.e., examined as to why they did not complete the system). Any
questions on those Cards are usually remedied individually.

11. There are various control procedures used to ensure proper
tabulation of votes and accuracy of that tabulation. The most
prevalent is to sort the Cards as they first arrive into categories
depending upon their vote; an estimate of how the vote is progressing
may then be calculated. If the initial estimates and the actual vote
do not coincide, then an internal audit of that vote should occur.
This may entail a recount.

12. The actual tabulation of votes is done in units (or equivalent
shares) which is then converted to shares. (It is very important that
the fund receives the tabulations stated in terms of a percentage and
the number of shares.) The Fund must review and approve tabulation
format.

13. Final tabulation in shares is verbally given by the Company to
the Fund on the morning of the meeting not later then 10:00 A.M.
Houston time. The Fund may request an earlier deadline if reasonable
and if required to calculate the vote in time for the meeting.

14. A Certification of Mailing and Authorization to Vote Shares will
be required from the Company as well as an original copy of the final
vote. The Fund will provide a standard form for each Certification.

15. The Company will be required to box and archive the Cards
received from the Customers. In the event that any vote is challenged
or if otherwise necessary for legal, regulatory, or accounting
purposes, the Fund will be permitted reasonable access to such Cards.

16. All approvals and "signing-off" may be done orally, but must
always be followed up in writing.

<PAGE>

EXHIBIT 1.3

[LOGO]
HARTFORD LIFE

April 12, 1999
LYNDA GODKIN, SENIOR VICE PRESIDENT,
GENERAL COUNSEL & CORPORATE SECRETARY

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
POST-EFFECTIVE AMENDMENT NO. 3
FILE NO. 333-13735

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 ICMG Registered Variable Life Separate Account
One (the "Account") in connection with the registration of an indefinite
amount of securities in the form of flexible premium variable life insurance
policies (the "Policies") 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 Policies.

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 Policies, 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.

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

<PAGE>

Board of Directors
Hartford Life and Annuity Insurance Company
April 12, 1999
Page 2

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

Sincerely,

/s/ Lynda Godkin
Lynda Godkin

<PAGE>

[LOGO]
Hartford Life

JAMES M. HEDREEN, FSA, MAAA
ACTUARY

April 12, 1999

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

Dear Sir:

This opinion is furnished in connection with the Form S-6 Registration
Statement under the Securities Act of 1933, as amended ("Securities Act"), of
a certain 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 issued 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 Statement of Additional Information included as part of such
Form S-6 Registration Statement.

Very truly yours,

/s/ James M. Hedreen
James M. Hedreen, FSA, MAAA
Actuary

<PAGE>

EXHIBIT 1.5

ARTHUR ANDERSEN LLP

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. 333-13735 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 12, 1999

<PAGE>

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

POWER OF ATTORNEY
-----------------

Gregory A. Boyko
David T. Foy
Lynda Godkin
Thomas M. Marra
Lowndes A. Smith
David M. Znamierowski

do hereby jointly and severally authorize Lynda Godkin, Christine Repasy,
Marianne O'Doherty, Thomas S. Clark and Brian Lord 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, and do hereby ratify any such signatures heretofore made
by such persons.

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

/s/ Gregory A. Boyko Dated as of January 15, 1999
- ------------------------------
Gregory A. Boyko

/s/ David T. Foy Dated as of January 15, 1999
- ------------------------------
David T. Foy

/s/ Lynda Godkin Dated as of January 15, 1999
- ------------------------------
Lynda Godkin

/s/ Thomas M. Marra Dated as of January 15, 1999
- ------------------------------
Thomas M. Marra

/s/ Lowndes A. Smith Dated as of January 15, 1999
- ------------------------------
Lowndes A. Smith

/s/ David M. Znamierowski Dated as of January 15, 1999
- ------------------------------
David M. Znamierowski

<PAGE>

ORGANIZATIONAL CHART

<S> <C>

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
---------------------------------------------
NUTMEG INSURANCE COMPANY |
(CONNECTICUT) THE HARTFORD INVESTMENT
| MANAGEMENT COMPANY
HARTFORD FIRE INSURANCE COMPANY (DELAWARE)
(CONNECTICUT) |
| |
HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD INVESTMENT
(CONNECTICUT) SERVICES, INC.
| (CONNECTICUT)
HARTFORD LIFE, INC.
(DELAWARE)
|
HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
(CONNECTICUT)
|
|
|
-------------------------------------------------------------------------------------------------------------------------
| | | | | | | | |
ITT HARTFORD LIFE | | | | | | HLIC PLANCO
INTERNATIONAL LTD. | | | | | | CANADA FINANCIAL
(CONNECTICUT) | | | | | | HOLDINGS, INC. SERVICES,
| | | | | | | (CANADA) INCORPORATED
| | | | | | | | (PENNSYLVANIA)
| | | | | | | | |
| | ALPINE LIFE HARTFORD FINANCIAL HARTFORD LIFE HARTFORD AMERICAN | |
| | INSURANCE SERVICES LIFE INSURANCE COMPANY FINANCIAL MATURITY LIFE | |
| | COMPANY INSURANCE CO. (CONNECTICUT) SERVICES, LLC INSURANCE COMPANY | |
| | (CONNECTICUT) (CONNECTICUT) | (DELAWARE) (CONNECTICUT) | PLANCO, INC.
| | | | | | (PENNSYLVANIA)
| | ------------------------------------- | AML FINANCIAL, INC. |
HARTFORD CALMA | | | | | (CONNECTICUT) |
COMPANY | ROYAL LIFE HARTFORD HARTFORD | HARTFORD
(FLORIDA) | INSURANCE INTERNATIONAL LIFE AND | LIFE INSURANCE
| COMPANY LIFE REASSURANCE ANNUITY INSURANCE | COMPANY
| OF AMERICA CORP. COMPANY | OF CANADA
|(CONNECTICUT) (CONNECTICUT) (CONNECTICUT) | (CANADA)
| | |
| | |
| ITT HARTFORD |
| LIFE, LTD. |
| (BERMUDA) |
| |
| |
----------| ---------------------------------------------------------------------------------------------
| | | | | |
INTERNATIONAL MS FUND HL INVESTMENT HARTFORD HARTFORD SECURITIES HARTFORD COMP. EMP.
CORPORATE AMERICA 1993-K ADVISORS, LLC EQUITY SALES DISTRIBUTION BENEFITS SERVICE
MARKETING GROUP, INC. SPE, INC. (CONNECTICUT) COMPANY, INC. COMPANY, INC. COMPANY
(CONNECTICUT) (DELAWARE) | (CONNECTICUT) (CONNECTICUT) (CONNECTICUT)
| |
| |
THE EVERGREEN HARTFORD INVESTMENT
GROUP, INC. FINANCIAL SERVICES
(NEW YORK) COMPANY
(DELAWARE)
</TABLE>

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
NUTMEG INSURANCE COMPANY
(CONNECTICUT)
|
HARTFORD FIRE INSURANCE COMPANY
(CONNECTICUT)
|
----------------------------------------------------------------------------------------------------------------------------
| | |
| | ITT HARTFORD LIFE
| | -------INTERNATIONAL LTD.
| | | (CONNECTICUT)
| | | |
| | | ITT HARTFORD
| | | ----SUDAMERICANA
| | | | HOLDING S.A.
| | | | (ARGENTINA)
| | | |------------------------------------------------------
| | | | | |
| | | | HARTFORD GALICIA INSTITUTO DE
| | | | SEGUROS VIDA COMPANIA SALTA COMPANIA DE
| | | |--------DE VIDA DE SEGUROS S.A. SEGUROS DE VIDA S.A.
| | | | (URUGUAY) (ARGENTINA) (ARGENTINA)
| | | |
| | ICATU | | ITT HARTFORD
| | HARTFORD | |-----SEGUROS DE VIDA
| | SEGUROS S.A.----------| | (ARGENTINA)
| | (BRAZIL) | |
| | | | |
| | | | | ITT HARTFORD
| | -- ----------| | |------SEGUROS DE
| | | | | | RETIRO S.A.
| | | | | | (ARGENTINA)
|-----------|----------------|---------------|---|--------------------------------------------------------------------------
| | | | | |
| | | ICATU HARTFORD | | CONSULTORA DE CAPITALES
| | | FUNDO DE PENSAO | | S.A. SOCIEDAD GERENTE
| | | (BRAZIL) | |----DE FONDOS COMUNES
| | | | | | DE ENVERSION
| | | | | | (ARGENTINA)
| | | ICATU HARTFORD | |
| | | CAPITALIZACAO S.A. | | CLARIDAD
| | | (BRAZIL) | | ADMINISTRADORA DE
| | | | | |---FONDOS DE JUBILACIONES
| | | BRAZILCAP | | Y PENSIONES S.A.
| | | CAPITALIZACAO S.A. | | (ARGENTINA)
| | | (BRAZIL) | |
| | | | |
| | -------------------------- | |
| |--------------- | | |
| | | | |
HARTFORD FIRE HARTFORD FIRE | | |------- SEGPOOL S.A.
INTERNATIONAL------------INTERNATIONAL, LTD. | | | (ARGENTINA)
(GERMANY) GMBH (CONNECTICUT) | | |
(WEST GERMANY) | | |
| | |
ICATU HARTFORD | | | THESIS S.A.
ADMINISTRACAO | | |-------- (ARGENTINA)
DE BENEFICIOS LTDA-- | | |
(BRAZIL) | |
| |
----------------- |
| |
CAB |--------- U.O.R., S.A.
CORPORATION (ARGENTINA)
(BRITISH VIRGIN ISLANDS)

</TABLE>
<PAGE>
<TABLE>
<S> <C>
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
NUTMEG INSURANCE COMPANY
(CONNECTICUT)
|
HARTFORD FIRE INSURANCE COMPANY
(CONNECTICUT)
|
- --------------------------------------------------------------------------------------------------------------------------------|
| |
THE HARTFORD INTERNATIONAL |
|-----------------------------------------------------------------------FINANCIAL SERVICES GROUP, INC. |
| | | (DELAWARE) |
| | | ----------------------|----------------- |
| | | | | | | |
ZWOLSCHE | | ITT HARTFORD LONDON AND | HARTFORD |
ALGEMEENE N.V. | | INTERNATIONAL, LTD. EDINBURGH | EUROPE, INC. |
(NETHERLANDS) | | (U.K.) INSURANCE GROUP, LTD.| (DELAWARE) |
| | | (U.K.) | |
| | | | | |
| | | ------------- | |
| | | | | |
| ITT ASSURANCES HARTFORD INTERNATIONAL | LONDON AND --ITT ERCOS |
| S.A. INSURANCE CO., N.V. |--- EDINBURGH DE SEGUROS Y |
| ZWOLSCHE ALGEMEENE (FRANCE) (BELGIUM) | INSURANCE CO., LTD. REASEGUROS S.A.|
|----SCHADEVERZEKERING | | (U.K.) (SPAIN) |
--------| N.V.----------------------------------- | | | |
| | (NETHERLANDS) | | | | |
Z.A. | | | | EXCESS INSURANCE |
- --VERZEKERINGEN | | | | COMPANY LTD. |
| N.V. | ZWOLSCHE ALGEMEENE | | | (U.K.) |
| (BELGIUM) |------HERVERZEKERING B.V. | | | |
| | -----| (NETHERLANDS) | | | LONDON AND |
| | | | | | |--- EDINBURGH LIFE |
| Z.A. LUX S.A. | | | | ASSURANCE CO., LTD. |
| (LUXEMBURG) | ZWOLSCHE ALGEMEENE | | | (U.K.) |
| |--LEVENS-VERZEKERING N.V.------------ | | | |
| | (NETHERLANDS) | | | | |
- ----------------|------------------------------------|------------|------|--------------|---------------------------------------|
| | | | | | |
| -------- | | | | |
| | | | | | | |
| ZWOLSCHE | ZWOLSCHE ALGEMEENE ZWOLSCHE ALGEMEENE | | | |
| ALGEMEENE |-----HYPOTHEKEN N.V. BELEGGINGEN III B.V. | | | |
| EUROPA B.V. | (NETHERLANDS) (NETHERLANDS) | | | |
| (NETHERLANDS) | ---------- | | |
- --------| | | | | |
| EXPLOITATIEMAAT- BELEGGINGSMAAT- | | |
|----- SCHAPPIJ SCHAPPIJ | | |
| BUIZERDLAAN B.V. BUIZERDLAAN B.V. | | |
| (NETHERLANDS) (NETHERLANDS) | | |
| | | |
| | | -----
| HOLLAND | |-------------------------- |
|---- BELEGGINGSGROEP B.V. | | | |
(NETHERLANDS) | |----------------- | |
| -------| | | |
| | | | | |
| | | | | |
F.A. KNIGHT | MACALISTER & LONDON AND | HARTFORD FIRE
& SON N.V. | DUNDAS, LTD. EDINBURGH | INTERNATIONAL
(BELGIUM) | (SCOTLAND) TRUSTEES, LTD. | SERVICIOS
| (U.K.) | (SPAIN)
------------------------- -----------
| | |
FENCOURT QUOTEL LONDON AND
PRINTERS, LTD. INSURANCE EDINBURGH
(U.K.) SYSTEMS, LTD. SERVICES, LTD.
(U.K.) (U.K.)
|
EUROSURE
INSURANCE
MARKETING, LTD.
(U.K.)

</TABLE>