HARTFORD LIFE INC, 10-Q, 1997-08-14

HARTFORD LIFE INC
10-Q, 1997-08-14
LIFE INSURANCE

Previous: SLM HOLDING CORP, S-8, 1997-08-14

Next: MAXIMUS INC, 10-Q, 1997-08-14

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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For The Quarterly Period Ended June 30, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ____________ to ______________

Commission file number 1-12749

HARTFORD LIFE, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 06-1470915
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

200 HOPMEADOW STREET, SIMSBURY, CONNECTICUT 06089
(Address of principal executive offices)

(860) 843-7716
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No[X]

As of August 13, 1997, there were outstanding 26,000,000 shares of Class A
Common Stock, $0.01 par value per share, and 114,000,000 shares of Class B
Common Stock, $0.01 par value per share, of the registrant.
<PAGE> 2
INDEX

PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS PAGE
----
<S> <C>
Condensed Consolidated Statements of Income - Second Quarter and Six Months
Ended June 30, 1997 and 1996 3

Condensed Consolidated Balance Sheets - June 30, 1997 and December 31, 1996 4

Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30,
1997 and 1996 5

Notes to Condensed Consolidated Financial Statements 6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 15

ITEM 5. OTHER INFORMATION 15

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15

Signature 16
</TABLE>

2
<PAGE> 3
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HARTFORD LIFE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Second Quarter Ended Six Months Ended
June 30, June 30,
----------------------------------------
(In millions, except for per share data) 1997 1996 1997 1996
-----------------------------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUES
Premiums and other considerations $ 682 $ 633 $ 1,361 $ 1,574
Net investment income 362 355 737 717
Net realized capital losses (2) (1) (1) (1)
------- ------- ------- -------
TOTAL REVENUES 1,042 987 2,097 2,290
======= ======= ======= =======
BENEFITS, CLAIMS AND EXPENSES
Benefits, claims and claim adjustment
expenses 612 690 1,271 1,341
Amortization of deferred policy
acquisition costs 94 67 177 133
Dividends to policyholders 18 61 72 347
Interest expense 16 13 32 24
Other insurance expenses 195 91 338 321
------- ------- ------- -------
TOTAL BENEFITS, CLAIMS AND EXPENSES 935 922 1,890 2,166
------- ------- ------- -------

INCOME BEFORE INCOME TAX EXPENSE 107 65 207 124
Income tax expense 34 22 71 42
------- ------- ------- -------
NET INCOME $ 73 $ 43 $ 136 $ 82
======= ======= ======= =======

PRO FORMA EARNINGS PER SHARE (1) $ .56 $ .34 $ 1.06 $ .66
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (1) 131 125 128 125
======= ======= ======= =======
</TABLE>

(1) - See Note 3 of Notes to Condensed Consolidated Financial Statements for
further explanation.

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

3
<PAGE> 4
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
June 30, December 31,
(In millions, except for share data) 1997 1996
-------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Investments
Fixed maturities, available for sale, at fair value (amortized cost of
$16,229 and $15,659) $16,276 $15,711

Equity securities, available for sale, at fair value 137 119
Policy loans, at outstanding balance 3,757 3,839
Other investments, at cost 180 161
------- -------
Total investments 20,350 19,830
Cash 77 72
Premiums and amounts receivable 170 170
Reinsurance recoverable 5,729 5,839
Deferred policy acquisition costs 3,032 2,800
Deferred income tax 540 543
Other assets 949 909
Separate account assets 59,107 49,770
------- -------
TOTAL ASSETS $89,954 $79,933
======= =======

LIABILITIES
Future policy benefits $ 4,309 $ 3,986
Other policyholder funds 21,372 22,253
Short-term debt 50 --
Long-term debt 650 --
Allocated advances from parent -- 893
Other liabilities 2,660 1,757
Separate account liabilities 59,107 49,770
------- -------
TOTAL LIABILITIES 88,148 78,659
======= =======

STOCKHOLDERS' EQUITY
Preferred stock - authorized 50,000,000; no shares issued and outstanding,
par value $0.01 -- --
Common stock - authorized 1,000; 100 shares issued and outstanding,
par value $0.01 -- --
Class A common stock at June 30, 1997 - authorized 600,000,000;
26,000,000 shares issued and outstanding, par value $0.01 -- --
Class B common stock at June 30, 1997 - authorized 600,000,000;
114,000,000 shares issued and outstanding, par value $0.01 1 --
Capital surplus 1,283 585
Net unrealized gain on investments, net of tax 42 29
Retained earnings 480 660
------- -------
TOTAL STOCKHOLDERS' EQUITY 1,806 1,274
======= =======
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $89,954 $79,933
======== =======
</TABLE>

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

4
<PAGE> 5
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
(In millions) 1997 1996
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 136 $ 82
ADJUSTMENTS TO NET INCOME:
Depreciation and amortization 9 9
Net realized capital losses on sale of investments 1 1
Increase in premiums receivable -- 12
Increase in other liabilities 238 248
Change in receivables, payables, and accruals (67) 45
Increase (decrease) in accrued taxes 36 (69)
Increase in deferred income taxes (4) (72)
Increase in deferred policy acquisition costs (232) (303)
Increase in liability for future policy benefits 323 204
Increase in reinsurance recoverables and other related assets (47) (15)
------- -------
CASH PROVIDED BY OPERATING ACTIVITIES 393 142
======== =======

INVESTING ACTIVITIES
Purchases of fixed maturity investments (4,590) (3,335)
Sales of fixed maturity investments 2,702 1,552
Maturities and principal paydowns of fixed maturity investments 1,474 1,575
Purchase of other investments (63) (340)
Sale of other investments 209 204
Net sales of short-term investments 109 427
------- -------
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES (159) 83
======== =======
FINANCING ACTIVITIES
Increase in short-term debt 50 --
Increase in long-term debt 650 --
Decrease in allocated advances from parent (893) --
Dividends paid (316) --
Net disbursements for investment and universal life-type contracts charged
against policyholder accounts (419) (219)
Net proceeds from the sale of common stock 687 --
Capital contributions 12 --
------- -------
CASH USED FOR FINANCING ACTIVITIES (229) (219)
======= =======
Increase in cash 5 6
Cash - beginning of period 72 70
------- -------
CASH - END OF PERIOD $ 77 $ 76
======= =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
NET CASH PAID DURING THE PERIOD FOR:
Income taxes $ 16 $ 132
Interest $ 30 $ 24

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
Capital contribution $ 12 $ --
</TABLE>

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

5
<PAGE> 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN MILLIONS EXCEPT FOR SHARE DATA UNLESS OTHERWISE STATED)

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Hartford Life,
Inc. (the "Company") have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and note disclosures
which are normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to those rules and regulations, although the Company believes
that the disclosures made are adequate to make the information presented not
misleading. In the opinion of management, these statements include all normal
recurring adjustments necessary to present fairly the financial position,
results of operations and cash flows for the periods presented.

For a description of accounting policies, see Note 2 of Notes to Consolidated
Financial Statements in the Company's Registration Statement on Form S-1
(Amendment No. 3) filed on May 21, 1997.

Certain reclassifications have been made to prior year financial information to
conform to current year presentation.

(B) CHANGES IN ACCOUNTING PRINCIPLES

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share". This
statement establishes standards for computing and presenting earnings per share
("EPS") and applies to entities with publicly held common stock or potential
common stock. This statement simplifies the standards for computing earnings per
share previously found in Accounting Principles Board Opinion No. 15, "Earnings
per Share", and makes them comparable to international EPS standards. It
replaces the presentation of primary EPS with the presentation of basic EPS. It
also requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation. This statement is
effective for financial statements for both interim and annual periods ending
after December 15, 1997. Adoption of SFAS No. 128 is not expected to have a
material effect on the Company's earnings per share calculation.

NOTE 2. INITIAL PUBLIC OFFERING ("IPO")

On February 10, 1997, the Company filed a registration statement with the
Securities and Exchange Commission, as amended, relating to an IPO of the
Company's Class A Common Stock. Pursuant to the IPO on May 22, 1997, the Company
sold to the public 26 million shares at $28.25 per share and received net
proceeds of $687. Of the proceeds, $527 was used to retire debt related to the
Company's promissory notes outstanding and the line of credit discussed in Note
4 below with the remaining $160 contributed to the Company's insurance
subsidiaries to be used for working capital and other general corporate
purposes.

The 26 million shares sold from the IPO represent approximately 18.6% of the
equity ownership in the Company and approximately 4.4% of the combined voting
power of the Company's Class A and Class B Common Stock. The Hartford Financial
Services Group, Inc. ("The Hartford"), an indirect parent of the Company, owns
all of the 114 million outstanding shares of Class B Common Stock of the
Company, representing 81.4% of the equity ownership in the Company and
approximately 95.6% of the combined voting power of the Company's Class A and
Class B Common Stock. Holders of Class A Common Stock generally have identical
rights to the holders of Class B Common Stock except that the holders of Class A
Common Stock are entitled to one vote per share while holders of Class B Common
Stock are entitled to five votes per share on all matters submitted to a vote of
the Company's stockholders.

NOTE 3. EARNINGS PER SHARE

Pro forma earnings per share is calculated based upon the weighted average
common shares deemed to be outstanding during the respective periods. For
periods prior to the closing of the Company's IPO (May 27, 1997), outstanding
shares are based upon 114 million shares of Class B Common Stock owned by The
Hartford plus an assumed issuance of 11 million shares of Class A Common Stock
(the number of shares that, based upon the IPO price and the underwriting
discounts and expenses payable by the Company, would result in net proceeds
equal to the excess of the amount of the February and April 1997 dividends over
the 1996 earnings and the allocated advances from parent). For the period
subsequent to the closing of the IPO, outstanding shares are based upon 114
million shares of Class B Common Stock owned by The Hartford plus 26 million
shares of Class A Common Stock issued in connection with the IPO.

6
<PAGE> 7
Pro forma effect has also been given for all periods presented for the
reclassification of 1,000 shares of common stock, par value $0.01 per share,
into 114 million shares of Class B Common Stock, par value $0.01 per share,
which occurred on April 3, 1997.

If the weighted average common shares outstanding were 140 million (representing
total shares outstanding as of June 30, 1997) for all periods presented then the
earnings per share would have been $0.52 and $0.97 for the second quarter and
six months ended June 30, 1997, respectively, and $0.31 and $0.59 for the second
quarter and six months ended June 30, 1996, respectively.

NOTE 4. DEBT

On February 7, 1997, the Company declared a dividend of $1,184 payable to its
direct parent, Hartford Accident and Indemnity Company ("HA&I"). As a result,
the Company borrowed $1,084 on February 18, 1997, pursuant to a $1,300 line of
credit, with interest payable at the two-month Eurodollar rate plus 15 basis
points, which, together with a promissory note in the amount of $100, was paid
as a dividend to HA&I on February 20, 1997. Of the $1,184 dividend, $893
constituted a repayment of the portion of the Company's third party indebtedness
internally allocated, for financial reporting purposes, to the Company's life
insurance subsidiaries (the "Allocated Advances"). In addition, on April 4,
1997, the Company declared and paid a dividend of $25 to its parent in the form
of a promissory note. Subsequently, $12 of this note was forgiven in the form of
a capital contribution from HA&I.

On February 14, 1997, the Company filed a shelf registration statement for the
issuance and sale of up to $1.0 billion in the aggregate of senior debt
securities, subordinated debt securities and preferred stock. On June 17, 1997,
the Company issued $650 of unsecured redeemable long-term debt in the form of
notes and debentures. Of this amount, $200 was in the form 6.90% notes due June
15, 2004, $200 of 7.10% notes due June 15, 2007, and $250 of 7.65% debentures
due June 15, 2027. Interest on each of the notes and debentures is payable
semi-annually on June 15 and December 15, of each year, commencing December 15,
1997. The Company also issued $50 of short-term debt in the form of commercial
paper. Of the proceeds from this issuance, $670 was used to retire the remaining
balance on the $1,300 line of credit with the remainder being used for working
capital and other general corporate purposes. Subsequently, the Company reduced
the capacity of the line of credit from $1,300 to $250, which will be primarily
used to support the commercial paper program.

NOTE 5. CONTINGENCIES

(A) LITIGATION

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, management, at the present
time, does not anticipate that the ultimate liability arising from such pending
or threatened litigation will have a material effect on the financial condition
or operating results of the Company.

7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

(DOLLAR AMOUNTS IN MILLIONS EXCEPT FOR PER SHARE DATA UNLESS OTHERWISE STATED)

Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") addresses the financial condition of the Company as of June
30, 1997, compared with December 31, 1996, and its results of operations for the
second quarter and six months ended June 30, 1997 compared with the equivalent
1996 periods. This discussion should be read in conjunction with the MD&A in the
Company's form S-1 filed on May 21, 1997.

Statements contained in this discussion, other than statements of historical
fact, are forward-looking statements. These statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements are made based upon management's expectations and
beliefs concerning future developments and their potential effect on the
Company. There can be no assurance that future developments will be in
accordance with management's expectations or that the effect of these future
developments on the Company will be those anticipated by management. Actual
results could differ materially from those expected by the Company, depending on
the outcome of certain factors, including those described in the forward-looking
statements.

Certain reclassifications have been made to prior year financial information to
conform to the current year presentation.

<TABLE>
<CAPTION>
INDEX

<S> <C> <C> <C>
Consolidated Results of Operations: Operating Summary 8 Guaranteed Investment Contracts 11
Annuity 9 Investments 11
Individual Life Insurance 10 Capital Resources and Liquidity 13
Employee Benefits 10
</TABLE>

CONSOLIDATED RESULTS OF OPERATIONS: OPERATING SUMMARY

<TABLE>
<CAPTION>
OPERATING SUMMARY SECOND QUARTER SIX MONTHS ENDED
ENDED
JUNE 30, JUNE 30,
--------------------------------------
1997 1996 1997 1996
--------------------------------------
<S> <C> <C> <C> <C>
REVENUES $ 1,042 $ 987 $ 2,097 $ 2,290
EXPENSES 969 944 1,961 2,208
-------- -------- -------- --------
NET INCOME $ 73 $ 43 $ 136 $ 82
======== ======== ======== ========
</TABLE>

The Company's insurance business operates in three principal segments: Annuity,
Individual Life Insurance, and Employee Benefits as well as a Guaranteed
Investments Contracts segment, which is primarily comprised of business written
prior to 1995. The Company also maintains a Corporate Operation through which it
reports items that are not directly allocable to any of its business segments.

The Annuity segment focuses on the savings and retirement needs of the growing
number of individuals who are preparing for retirement or have already retired.
The variety of products sold within this segment reflects the diverse nature of
the market. These include individual variable annuities, fixed market value
adjusted ("MVA") annuities, deferred compensation and retirement plan services
for municipal governments and corporations, structured settlement contracts and
other special purpose annuity contracts, investment management contracts, and
mutual funds. The Individual Life Insurance segment, which focuses on the high
end estate and business planning markets, sells a variety of life insurance
products, including variable life and universal life. The Employee Benefits
segment consists of two areas of operation: Group Insurance and Specialty
Insurance. Through Group Insurance, the Company offers products such as group
life insurance, group short- and long-term disability and accidental death and
dismemberment. Specialty Insurance primarily consists of the Company's corporate
owned life insurance ("COLI") business, and its international operations. The
Guaranteed Investment Contracts segment consists of guaranteed rate contract
("GRC") business that is supported by assets held in either the Company's
general account or a guaranteed separate account and includes a closed block of
guaranteed rate contracts ("Closed Book GRC"). The Company decided in 1995,
after a thorough review of its GRC business, that it would significantly
de-emphasize general account GRC, choosing to focus its distribution efforts on
other products sold through other divisions. Management expects no material
income or loss from the Guaranteed Investment Contracts segment in the future.

Revenues for the second quarter and six months ended June 30, 1997 increased
$55, or 6%, and decreased $193, or 8%, respectively, compared to prior year.
Excluding COLI, where revenues from new sales of leveraged COLI have been
virtually eliminated due to the Health Insurance Portability and Accountability
Act of 1996 ("HIPA Act of 1996") which phases out the deductibility of interest
on policy loans under leveraged COLI by the end of 1998, revenues for the second
quarter and six months ended June 30, 1997 increased $121, or 16%, and $238, or
16%, respectively, over prior year. The increase was primarily due to increased
revenues in the Annuity segment of $74 and $121 for the second quarter and six
months ended June 30, 1997 compared to prior year, as a result of increasing fee
income on individual variable annuity account values where the average account
value grew approximately $12.8 billion for the first six months of 1997 over the
prior period and new sales were approximately $4.7 billion in 1997.
Additionally, revenues in the Group

8
<PAGE> 9
Insurance operation of the Employee Benefits segment increased $37 and $116 for
the second quarter and six months ended June 30, 1997, over prior year, as a
result of continued growth of the group life and disability business due to
higher sales and renewals.

Expenses for the second quarter and six months ended June 30, 1997 increased
$25, or 3%, and decreased $247, or 11%, respectively, over prior year. Excluding
COLI, expenses for the second quarter and six months ended June 30, 1997
increased $92, or 12%, and $185, or 13%, respectively, over prior year. This
increase was driven by higher benefits and expenses primarily related to the
Annuity segment and the Group Insurance operation of the Employee Benefits
segment reflective of strong growth in both of these segments.

Net income grew $30, or 70%, and $54, or 66%, for the second quarter and six
months ended June 30, 1997, respectively, over the prior periods. This increase
was driven by growth in the Annuity, Individual Life Insurance, and Employee
Benefits segments of 36%, 20%, and 20%, respectively, for the second quarter and
33%, 21%, and 17%, respectively, for the six months ended June 30, 1997. In
addition, net income was favorably impacted by the reduction of losses related
to the Guaranteed Investment Contract segment of $15 and $30 for the second
quarter and six month periods, respectively, due to actions taken in the third
quarter of 1996. Partially offsetting the growth in net income of the business
segments was an increase in interest expense in the Corporate segment of $8 for
the six months ended June 30, 1997, as compared to prior year, resulting from
increased indebtedness in conjunction with the IPO.

SEGMENT RESULTS

The Company's reporting segments, which reflect the management structure of the
Company, consist of Annuity, Individual life Insurance, Employee Benefits,
Guaranteed Investment Contracts and a Corporate Operation.

Below is a summary of net income by segment.

<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-----------------------------------------
1997 1996 1997 1996
-----------------------------------------
<S> <C> <C> <C> <C>
ANNUITY $ 49 $ 36 $ 92 $ 69
INDIVIDUAL LIFE INSURANCE 12 10 23 19
EMPLOYEE BENEFITS 24 20 42 36
GUARANTEED INVESTMENT CONTRACTS -- (15) -- (30)
CORPORATE OPERATION (12) (8) (21) (12)
----- ----- ----- -----
NET INCOME $ 73 $ 43 $ 136 $ 82
===== ===== ===== =====
</TABLE>

The sections that follow analyze each segment's results.

ANNUITY

<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------------------
1997 1996 1997 1996
-----------------------------------------
<S> <C> <C> <C> <C>
REVENUES $308 $234 $590 $469
EXPENSES 259 198 498 400
---- ---- ---- ----
NET INCOME $ 49 $ 36 $ 92 $ 69
==== ==== ==== ====
</TABLE>

Revenues increased $74, or 32%, and $121, or 26%, in the second quarter of 1997
and for the six months ended June 30, 1997, respectively, compared to prior
year. This increase was driven by increased fee income on a growing asset base,
primarily from the Company's individual annuity business, where revenues
increased $65, or 45%, and $101, or 35%, for the second quarter and six months
ended June 30, 1997, respectively, compared to prior year. The average account
value for individual variable annuities grew $12.8 billion to $36.4 billion for
the six months ended June 30, 1997 from $23.6 billion for six months ended June
30, 1996 due to strong sales of approximately $10 billion over the last twelve
months and market appreciation in the separate account assets. Additionally, new
individual annuity sales were approximately $2.5 billion and $5.1 billion for
the second quarter and six months ended June 30, 1997, respectively, similar to
sales of $2.7 billion and $4.9 billion, respectively, for the same periods of
1996. Also, group annuity revenues increased $9 and $20 for the three and six
months ended June 30, 1997, respectively, as compared to the prior periods. The
average account value for group annuities grew $1.4 billion to $9.6 billion as
of June 30, 1997 from $8.2 billion as of June 30, 1996. Additionally, new group
annuity sales were $190 and $355 for the second quarter and six months ended
June 30, 1997, respectively. Total annuity expenses increased $61, or 31%, and
$98, or 25% for the second quarter and six months ended June 30, 1997,
respectively, as compared to prior year. This increase is a result of increased
interest credited, amortization of deferred acquisition costs, taxes and other
expenses related to increased sales and higher account values on this growing
block of business. Net income grew $13, or 36%, and $23, or 33%, in the second
quarter of 1997 and for the six months ended June 30,

9
<PAGE> 10
1997, respectively, over the same periods last year. This increase, resulting
from higher earnings on increasing account values and strong sales, is
indicative of stable growth in this segment.

INDIVIDUAL LIFE INSURANCE

<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------------------------
1997 1996 1997 1996
-------------------------------------------
<S> <C> <C> <C> <C>
REVENUES $129 $110 $247 $232
EXPENSES 117 100 224 213
---- ---- ---- ----
NET INCOME $ 12 $ 10 $ 23 $ 19
==== ==== ==== ====
</TABLE>

Revenues in this segment increased $19, or 17%, and $15, or 6%, in the second
quarter and six months ended June 30, 1997, respectively, over the same periods
last year. In the first quarter of 1996, a block of business was assumed from
Investors Equity Life Insurance Company which increased revenues by $9.
Excluding this transaction, revenues on a six month basis increased $24, or 11%,
over prior year. This growth was driven by increased cost of insurance charges
and other fee income earned on this growing block of business. Life insurance
in-force grew $3.3 billion to $53 billion as of June 30, 1997 from $49.7 billion
for the same period last year, primarily due to sales of variable life products.
Additionally, new sales, primarily of variable life products, remained strong at
$32 and $56 for the second quarter and six months ended June 30, 1997,
respectively. Total expenses grew $17, or 17%, and $11, or 5%, for the second
quarter and six months ended June 30, 1997, respectively, over the same periods
last year, correspondingly with this growing block of business. As a result, net
income grew $2, or 20%, and $4, or 21% for the second quarter and six months
ended June 30, 1997.

EMPLOYEE BENEFITS

<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
-----------------------------------------
<S> <C> <C> <C> <C>
REVENUES $ 541 $ 570 $1,119 $1,434
EXPENSES 517 550 1,077 1,398
------ ------ ------ ------
NET INCOME $ 24 $ 20 $ 42 $ 36
====== ====== ====== ======
</TABLE>

Revenues decreased $29, or 5%, and $315, or 22%, for the second quarter and six
months ended June 30, 1997, respectively, over the same periods last year. This
decrease was attributable to COLI, which declined $66 and $431 for the second
quarter and six months ended June 30, 1997, respectively, compared to the same
periods last year. This decrease was due to the HIPA Act of 1996 which
effectively eliminated new sales of leveraged COLI. Partially offsetting this
decrease was growth in Group Insurance revenues of $37 and $116 for the second
quarter and six months ended June 30, 1997, respectively, over the same periods
last year. This increase is mainly attributable to significant premium growth in
all lines within Group Insurance, as a result of strong new business sales and
renewals. Group Insurance sales were $223 for the six months ended June 30,
1997, an increase of $35, or 19%, over the same period last year. Expenses
decreased $33, or 6%, and $321, or 23%, as of the second quarter and six months
ended June 30, 1997, respectively, over the same periods last year. In
conjunction with the decrease in revenues, COLI expenses decreased $67 and $432
for the quarter and six months ended June 30, 1997, respectively, over the same
periods last year. Offsetting this decrease in COLI was an increase in Group
Insurance expenses of $34 and $111 for the three and six months ended June 30,
1997, respectively, over the same periods last year. This increase, resulting
from higher benefits and claims and other insurance expenses, is due to growth
in this block of business. While earnings from Specialty Insurance remained
essentially flat, net income for the Employee Benefits segment increased $4, or
20%, and $6, or 17%, for the second quarter and six months ended June 30, 1997,
respectively, driven by the growth of the Group Insurance operation.

10
<PAGE> 11
GUARANTEED INVESTMENT CONTRACTS

<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
-------------------------------------------
<S> <C> <C> <C> <C>
REVENUES $ 62 $ 67 $ 134 $ 140
EXPENSES 62 82 134 170
----- ------ ----- -----
NET LOSS $ -- $ (15) $ -- $ (30)
===== ====== ===== =====

</TABLE>

This segment reported no net income for the second quarter and six months ended
June 30, 1997, respectively, as compared with a $15 loss and a $30 loss for the
same periods last year. These results are consistent with management's
expectations that net income (loss) from Closed Book GRC in the years subsequent
to 1996 will be immaterial based on the Company's current projections for the
performance of the assets and liabilities associated with Closed Book GRC due to
actions taken in the third quarter of 1996. However, no assurance can be given
that, under certain unanticipated economic circumstances which result in the
Company's assumptions being proven inaccurate, further losses in respect of
Closed Book GRC will not occur in the future.

INVESTMENTS

An important element of the financial results of the Company is return on
invested assets. The investment portfolios of the Company are managed based on
the underlying characteristics and nature of their respective liabilities.

The ratings referenced in the fixed maturities by credit quality tables are
based on the ratings of a nationally recognized rating organization or, if not
rated, based on the Company's internal analysis of such securities.

Invested assets, excluding separate accounts, totaled $20.4 billion at June 30,
1997 and were comprised of $16.3 billion of fixed maturities, $137 of equity
securities, $3.8 billion of policy loans, and other investments of $180. Policy
loans, which carry a weighted-average interest rate of 10.16% as of June 30,
1997 are secured by the cash value of the life policy. These loans do not mature
in a conventional sense, but expire in conjunction with the related policy
liabilities. The table below summarizes fixed maturity holdings by type.

<TABLE>
<CAPTION>
FIXED MATURITIES BY TYPE
------------------------
JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
FAIR FAIR
TYPE VALUE PERCENT VALUE PERCENT
- ---- ----- ------- ----- -------
<S> <C> <C> <C> <C>
Corporate $7,696 47.3% $7,587 48.3%
ABS 3,468 21.3% 2,693 17.1%
Commercial MBS 1,468 9.0% 1,098 7.0%
CMO 1,136 7.0% 2,150 13.7%
Short-term 1,022 6.3% 765 4.9%
MBS-agency 646 3.9% 402 2.6%
Gov't/Gov't agencies-U.S 201 1.2% 355 2.2%
Municipal-taxable 252 1.6% 266 1.7%
Gov't/Gov't agencies-For 387 2.4% 395 2.5%
------- --- ------- -----
TOTAL FIXED MATURITIES $16,276 100% $15,711 100.0%
======= === ======= =====
</TABLE>

During the first six months of 1997, the Company reduced its CMO exposure by 47%
with the proceeds redeployed primarily into the asset backed sector. This is
consistent with the Company's objectives of managing exposure to securities that
"underperform" in a falling interest rate environment.

11
<PAGE> 12
The Company continued to maintain a high quality fixed maturity portfolio. As of
June 30, 1997, approximately 99% of the fixed maturity portfolio was invested in
investment-grade securities. The table below summarizes fixed maturity holdings
by credit quality.

<TABLE>
<CAPTION>
FIXED MATURITIES BY CREDIT QUALITY
----------------------------------
JUNE 30, 1997 DECEMBER 31, 1996
--------------------------------
FAIR FAIR
CREDIT QUALITY VALUE PERCENT VALUE PERCENT
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
AAA $3,043 18.7% $4,695 29.9%
AA 1,901 11.7% 1,902 12.1%
A 5,692 35.0% 5,366 34.2%
BBB 2,862 17.6% 2,581 16.4%
BB & below 38 0.2% 49 0.3%
Gov't 1,718 10.5% 353 2.2%
Short-term 1,022 6.3% 765 4.9%
----- --- --- ---
TOTAL FIXED MATURITIES $16,276 100.0% $15,711 100.0%
======= ===== ======= =====
</TABLE>

INVESTMENT RESULTS

The table below summarizes the Company's investment results.

<TABLE>
<CAPTION>
SECOND QUARTER SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------------------------
1997 1996 1997 1996
--------------------------------------
<S> <C> <C> <C> <C>
Net investment income, $ 362 $ 355 $ 737 $ 717
before-tax
Yield on average invested
assets, before-tax [1] 7.2% 7.1% 7.4% 7.2%
Net realized capital losses,
before-tax $ (2) $ (1) $ (1) $ (1)
----- ----- ----- -----
</TABLE>

[1]Represents annualized six months net investment income (excluding net
realized capital losses) divided by average invested assets at cost (fixed
maturities at amortized cost).

For the second quarter ended June 30, 1997, net investment income totaled $362
compared to $355 in 1996, an increase of 2%. For the six months ended June 30,
1997, net investment income was $737 compared to $717 in 1996, an increase of
3%. For the second quarter ended June 30, 1997, before-tax yields increased to
7.2% from 7.1% in 1996; and, for the six months ended June 30, 1997 before-tax
yields increased to 7.4% from 7.2% in 1996. The increase in net investment
income and yields was primarily attributable to the repositioning of the Closed
Book GRC portfolio, including the sale of certain lower yielding securities
whose proceeds were reinvested at substantially higher rates.

ASSET AND LIABILITY MANAGEMENT STRATEGIES

The Company employs several risk management tools to quantify and manage
interest rate risk arising from its investments and fixed rate liabilities.
Management monitors the changes in present value between assets and liabilities
resulting from various interest rate scenarios using integrated asset/liability
measurement systems and a proprietary system that simulates the impacts of
parallel and non-parallel yield curve shifts. Based on this current and
prospective information, management implements risk reducing techniques to
improve the match between assets and liabilities.

Derivatives play an important role in facilitating the management of interest
rate risk, creating opportunities to fund obligations to policyholders and
contractholders, hedging against risks that affect the value of certain
liabilities and adjust broad investment risk characteristics as a result of any
significant changes in market risks. As an end user of derivatives, the Company
employs a variety of derivative financial instruments, including swaps, caps,
floors, forwards and exchange-traded financial futures and options in order to
hedge exposure to price, foreign currency and/or interest rate risk on
anticipated investment purchases or existing assets and liabilities. The
notional amounts of derivative contracts represent the basis upon which pay and
receive amounts are calculated and are not reflective of credit risk for
derivative contracts. Credit risk for derivative contracts is limited to the
amounts calculated to be due to the Company on such contracts. The Company
believes it maintains prudent policies regarding the financial stability and
credit standing of its major counterparties and typically requires credit
enhancement provisions to further limit its credit risk. Many of these
derivative contracts are bilateral agreements that are not assignable without
the consent of the relevant counterparty. Notional amounts pertaining to
derivative financial instruments totaled $9.2 billion at June 30, 1997 ($6.8
billion related to insurance investments and $2.4 billion related to insurance
liabilities) and $10.9 billion at December 31, 1996 ($8.3 billion related to
life insurance investments and $2.6 billion related to insurance liabilities).
Management believes that the use of derivatives allows the Company to sell more
innovative products, capitalize on market opportunities and execute a more
flexible investment strategy for its general account portfolio.

12
<PAGE> 13
CAPITAL RESOURCES AND LIQUIDITY

Capital resources and liquidity represent the overall financial strength of the
Company and its ability to generate strong cash flows from each of the business
segments and borrow funds at competitive rates to meet operating and growth
needs. The Company maintained cash and short-term investments totaling $1.1
billion and $837 as of June 30, 1997 and December 31, 1996, respectively, and
believes that its investment policies combined with the terms of its life
insurance and annuity contracts are adequate to support its liquidity needs. The
capital structure of the Company consists of debt and equity, summarized as
follows:

<TABLE>
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
<S> <C> <C>
Short-term debt $ 50 $ --
Long-term debt 650 --
Allocated advances from parent -- 893
------ ------
TOTAL DEBT $ 700 $ 893
------ ------
Equity excluding unrealized gain on securities, net of tax $1,764 $1,245
Unrealized gain on securities, net of tax 42 29
------ ------
TOTAL STOCKHOLDERS' EQUITY $1,806 $1,274
------ ------
TOTAL CAPITALIZATION EXCLUDING UNREALIZED GAIN ON SECURITIES, NET OF TAX $2,464 $2,138
------ ------
Debt to equity excluding unrealized gain on securities, net of tax 40% 72%

Debt to capitalization excluding unrealized gain on securities, net of tax 28% 42%
------ ------
</TABLE>

CAPITALIZATION

The Company's total capitalization, excluding unrealized gain, on securities,
net of tax, increased by $326 as of June 30, 1997, as compared to December 31,
1996. This change was the result of $136 of net income, net proceeds from the
IPO of $687, and a capital contribution in form of forgiveness of debt of $12.
Offsetting these, were decreases due to a net reduction in debt of $193 and
dividends of $316. As a result of the IPO and debt restructuring, both the debt
to equity and debt to capitalization ratios decreased to 40% and 28% as of June
30, 1997, respectively, from 72% and 42% as of December 31, 1996, respectively.
The Company's commercial paper and senior debt are rated by independent rating
agencies and the Company continues to maintain debt to capital ratios consistent
with these ratings.

HLI INITIAL PUBLIC OFFERING

On February 10, 1997, the Company filed a registration statement with the
Securities and Exchange Commission, as amended, relating to an IPO of the
Company's Class A Common Stock. Pursuant to the IPO on May 22, 1997, the Company
sold to the public 26 million shares at $28.25 per share and received net
proceeds of $687. Of the proceeds, $527 was used to retire debt related to the
Company's promissory notes outstanding and the line of credit with the remaining
$160 contributed to the Company's insurance subsidiaries to be used for working
capital and other general corporate purposes.

DEBT

On February 7 1997, the Company declared a dividend of $1,184 payable to its
direct parent, HA&I. As a result, the Company borrowed $1,084 on February 18,
1997, pursuant to a $1,300 line of credit, with interest payable at the
two-month Eurodollar rate plus 15 basis points, which, together with a
promissory note in the amount of $100, was paid as a dividend to HA&I on
February 20, 1997. Of the $1,184 dividend, $893 constituted a repayment of the
portion of the Company's third party indebtedness internally allocated, for
financial reporting purposes, to the Company's life insurance subsidiaries (the
"Allocated Advances"). In addition, on April 4, 1997 the Company declared and
paid a dividend of $25 to its parent in the form of a promissory note.
Subsequently, $12 of this note was forgiven in the form of a capital
contribution from HA&I.

13
<PAGE> 14
DIVIDENDS FROM INSURANCE SUBSIDIARIES

The Company received dividends from its regulated life insurance subsidiaries of
$27 through June 30, 1997.

CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------
1997 1996
-------------------
<S> <C> <C>
Cash provided by operating activities $ 393 $ 142
Cash (used for) provided by investing activities (159) 83
Cash used for financing activities (229) (219)
Cash - beginning of period 72 70
------- ------
Cash - end of period $ 77 $ 76
------- ------
</TABLE>

During the first six months of 1997, cash provided by operating activities
increased $251 from the prior period. The change in cash used for financing
activities between periods was primarily due to declines in investment-type
contracts, changes in debt and dividends paid to the Company's parent partially
offset by a capital contribution and proceeds from the IPO. Operating cash flows
in both periods have been more than adequate to meet liquidity requirements.

14
<PAGE> 15
PART II. OTHER INFORMATION
(DOLLAR AMOUNTS IN MILLIONS EXCEPT FOR PER SHARE UNLESS OTHERWISE STATED)

ITEM 1. LEGAL PROCEEDINGS

ITEM 5. OTHER INFORMATION

On February 10, 1997, the Company filed a registration statement with the
Securities and Exchange Commission, as amended, relating to an IPO of the
Company's Class A Common Stock. Pursuant to the IPO on May 22, 1997, the Company
sold to the public 26 million shares at $28.25 per share and received net
proceeds of $687. Of the proceeds, $527 was used to retire debt related to the
Company's promissory notes outstanding and the line of credit with the remaining
$160 contributed to the Company's insurance subsidiaries to be used for working
capital and other general corporate purposes.

The 26 million shares sold from the IPO represent approximately 18.6% of the
equity ownership in the Company and approximately 4.4% of the combined voting
power of the Company's Class A and Class B Common Stock. The Hartford owns
all of the 114 million outstanding shares of Class B Common Stock of the
Company, representing 81.4% of the equity ownership in the Company and
approximately 95.6% of the combined voting power of the Company's Class A and
Class B Common Stock. Holders of Class A Common Stock generally have identical
rights to the holders of Class B Common Stock except that the holders of Class A
Common Stock are entitled to one vote per share while holders of Class B Common
Stock are entitled to five votes per share on all matters submitted to a vote of
the Company's stockholders.

On February 7, 1997, the Company declared a dividend of $1,184 payable to its
direct parent, HA&I. As a result, the Company borrowed $1,084 on February 18,
1997, pursuant to a $1,300 line of credit, which, together with a promissory
note in the amount of $100, was paid as a dividend on February 20, 1997. Of the
$1,184 dividend, $893 constituted a repayment of the portion of the Company's
third party indebtedness internally allocated, for financial reporting purposes,
to the Company's life insurance subsidiaries. In addition, on April 4, 1997 the
Company declared and paid a dividend of $25 to its parent in the form of a
promissory note. All of the debt related to these transactions was retired or
forgiven during the second quarter of 1997.

During the second quarter of 1997 the Company received a $12 capital
contribution from its parent, HA&I, in the form of forgiven debt. Also, the
Company contributed $180 to its insurance subsidiaries to be used for working
capital and other general corporate purposes.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits - See Exhibits Index

15
<PAGE> 16
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Hartford Life, Inc.
(Registrant)

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

AUGUST 13, 1997

16
<PAGE> 17
HARTFORD LIFE, INC. AND SUBSIDIARIES
FORM 10-Q
EXHIBITS INDEX

<TABLE>
<CAPTION>
EXHIBIT # DESCRIPTION
--------- -----------

<S> <C>
10.1 Master Intercompany Agreement among Hartford Life, Inc. (the
"Company"), The Hartford Financial Services Group, Inc. (formerly
known as ITT Hartford Group, Inc.) ("The Hartford") and with
respect to Articles VI and XII, Hartford Fire Insurance Company, is
filed herewith

10.2 Tax Sharing Agreement among The Hartford and its subsidiaries,
including the Company, is filed herewith

10.3 Management Agreement among Hartford Life Insurance Company and The
Hartford Investment Management Company, is filed herewith

10.4 Management Agreement among certain subsidiaries of the Company and
Hartford Investment Services, Inc., is filed herewith

10.5 Sublease Agreement between Hartford Fire Insurance Company and the
Company, is filed herewith

10.6 Promissory Note dated February 20, 1997, executed by the Company
for the benefit of Hartford Accident and Indemnity Company, was
filed as Exhibit 10.9 to the Company's Registration Statement on
Form S-1 (Amendment No. 2) dated April 24, 1997 (Registration No.
333-21459) and is incorporated herein by reference

10.7 1997 Hartford Life, Inc. Incentive Stock Plan, is filed herewith

10.8 1997 Hartford Life, Inc. Deferred Restricted Stock Unit Plan, is
filed herewith

10.9 1997 Hartford Life, Inc. Restricted Stock Plan for Non-Employee
Directors, is filed herewith

10.10 Promissory Note dated April 4, 1997, executed by the Company for
the benefit of Hartford Accident and Indemnity Company, was filed
as Exhibit 10.16 to the Company's Registration Statement on Form
S-1 (Amendment No. 2) dated April 24, 1997 (Registration No.
333-21459) and is incorporated herein by reference

11 Computation of Earnings Per Share is filed herewith.

27 Financial Data Schedule is filed herewith.
</TABLE>

<PAGE> 1
Exhibit 10.1

================================================================================

MASTER INTERCOMPANY AGREEMENT

between

HARTFORD LIFE, INC.,

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

and, with respect to Articles VI and XII,

HARTFORD FIRE INSURANCE COMPANY

Dated as of May 19, 1997

================================================================================

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
ARTICLE I

Definitions
<S> <C> <C>
SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE II

Payment of Transaction Costs . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE III

Services

SECTION 3.01. Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.02 Expansion, Reduction or Termination
of Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.03. Payment of Expenses by
The Hartford . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.04. Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 3.05. Real Property; Leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 3.06. Further Assurances; No Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.07. Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE IV

Approval of Corporate Activities . . . . . . . . . . . . . . . . . . . . 18

ARTICLE V

Registration Rights

SECTION 5.01. Demand Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 5.02. Piggyback Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.03. Hold Back Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.04. Registration Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.05. Registration Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 5.06. Underwriting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 5.07. Transfer of Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

</TABLE>
<PAGE> 3

<TABLE>
<CAPTION>
ARTICLE VI

Trade Name and Trademark License and Sublicense
<S> <C> <C>
SECTION 6.01. Hartford Trade Name and Trademark
License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.02. ITT Trade Name and Trademark
Sublicense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE VII

Information

SECTION 7.01. Provision of Corporate Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 7.02. Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 7.03. Reimbursement; Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 7.04. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE VIII

Assumption and Satisfaction of Liabilities;

Rights and Assets Relating to Shared Liabilities . . . . . . . . . . . . . . . . 41

ARTICLE IX

Indemnification

SECTION 9.01. General Cross Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 9.02. Registration Statement
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 9.03. Limitations on Indemnification
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 9.04. Procedures for Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 9.05. Indemnification Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 9.06. Other Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE X

Tax Indemnification

SECTION 10.01. ITT Spin-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 10.02. Intercompany Transfers of Property and
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 10.03. Special Procedures Regarding
Tax Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

</TABLE>
<PAGE> 4

iii

<TABLE>
<CAPTION>
ARTICLE XI

Acknowledgments

<S> <C> <C>
SECTION 11.01. ITT Spin-Off Distribution Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 11.02. Intercompany Distribution Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE XII

Term of Agreement

SECTION 12.01. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 12.02. Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 12.03. Survival of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE XIII

Miscellaneous

SECTION 13.01. Complete Agreement; Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 13.02. Ancillary Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 13.03. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 13.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 13.05. Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 13.06. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 13.07. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 13.08. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 13.09. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 13.10. Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 13.11. Attorney Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 13.12. Title and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 13.13. Schedules and Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 13.14. Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 13.15. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 13.16. Consent to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 13.17. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

</TABLE>
<PAGE> 5

SCHEDULES AND EXHIBITS

<TABLE>
<S> <C>
Schedule 1.01(a) HLI Business
Schedule 1.01(b) HLI Employees
Schedule 1.01(c) Leased Properties
Schedule 1.01(d) Owned Properties
Schedule 1.01(e) Shared Liability
Schedule 1.01(f) The Hartford Business
Schedule 1.01(g) The Hartford Employees
Schedule 3.01(a) Hartford Services
Schedule 3.01(b) HLI Services
Schedule 3.01(c) Hartford Benefit Plans
Schedule 3.01(d) Other Hartford Benefit Plans
Schedule 3.01(e) HLI Benefit Plans
Schedule 6.01(b) Hartford Stag Logo

Exhibit 1.01 Letter to be dated the date of the final prospectus, from
The Hartford Financial Services Group, Inc. to Hartford Life, Inc.
Exhibit 6.01(e)(1) Form of Hartford Sublicense Agreement
Exhibit 6.01(e)(2) Form of Hartford Sublicensee Acknowledgment and Agreement
Exhibit 6.01(e)(3) Form of General Relations Agreement
Exhibit 6.02(a) Trade Name and Service Mark License
Agreement
Exhibit 6.02(b)(1) Form of ITT Sublicense Agreement
Exhibit 6.02(b)(2) Form of ITT Sublicense Acknowledgment and Agreement
Exhibit 6.02(d) Form of ITT Sublicense Indemnification

</TABLE>
<PAGE> 6

MASTER INTERCOMPANY AGREEMENT dated as of May
19, 1997, by and between HARTFORD LIFE, INC., a
Delaware corporation ("HLI"), THE HARTFORD FINANCIAL
SERVICES GROUP, INC., a Delaware corporation ("The
Hartford") and, with respect to Articles VI and XII,
HARTFORD FIRE INSURANCE COMPANY, a Connecticut
corporation ("Hartford Fire").

WHEREAS The Hartford formed HLI in December 1996 to hold
certain of the subsidiaries of Hartford Accident & Indemnity Company, a
Connecticut company;

WHEREAS the Board of Directors of The Hartford has determined
that it is appropriate and desirable for HLI to issue shares of its Class A
Common Stock, par value $.01 per share, to the public in an initial public
offering in the United States and a concurrent international offering
(collectively, the "Equity Offerings"); and

WHEREAS each of the parties hereto has determined that it is
necessary and desirable to set forth certain agreements that will govern the
relationship of the parties hereto following the Equity Offerings;

NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained in this Agreement, the parties hereby agree
as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. Whenever used in this Agreement,
the following terms shall have the following meanings, and the definition of
such terms are applicable to the singular as well as the plural forms of such
terms and to the masculine as well as to the feminine and neutral genders of
such terms:

"Action" shall mean any action, suit, arbitration, inquiry,
proceeding or investigation by or before any court, any governmental or other
regulatory or administrative agency, body or commission or any arbitration
tribunal.

"Ancillary Agreement" shall mean any of the written
agreements, instruments, understandings, assignments or other arrangements
(other than this Agreement) entered
<PAGE> 7

into in connection with the transactions contemplated hereby, including without
limitation, the Investment Management Agreements, the Tax Sharing Agreement, the
Simsbury Sublease Agreement, any Hartford Sublicense and any ITT Sublicense, as
well as the ITT Agreement.

"Benefit Plans" shall have the meaning specified in Section
3.01.

"Business Day" shall mean any day, other than a Saturday or
Sunday, which is not a day on which banking institutions in New York City are
authorized or obligated by law or executive order to close.

"Class A Common Stock" shall mean the class A common stock,
par value $.0l per share, of HLI.

"Class B Common Stock" shall mean the class B common stock,
par value $.0l per share, of HLI.

"Closing Time" shall mean 12:00 p.m., New York City time, on
the Effective Date.

"Code" shall mean the Internal Revenue Code of 1986, as
amended, and the United States Treasury regulations promulgated thereunder,
including any successor legislation.

"Commission" shall mean the Securities and Exchange
Commission.

"Common Stock" shall mean collectively, the Class A Common
Stock and Class B Common Stock and any other class or series of common stock of
HLI hereafter created.

"Delay Period" shall have the meaning specified in Section
5.01(d).

"Demand Notice" shall have the meaning specified in Section
5.01(a).

"Demand Registration" shall have the meaning specified in
Section 5.01(b).

"Distribution Agreement" shall mean the Distribution Agreement
dated as of November 1, 1995, between ITT Corporation, ITT Destinations, Inc.
and The Hartford.

"Effective Date" shall mean the date on which the Initial
Public Offering is consummated.

"Effectiveness Period" shall have the meaning specified in
Section 5.01(d).
<PAGE> 8

"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.

"Form S-1" shall mean the Registration Statement of HLI on
Form S-1 (No. 333-21459) relating to the registration of shares of Class A
Common Stock under the Securities Act, as the same may be amended or
supplemented from time to time.

"General Relations Agreement" shall have the meaning specified
in Section 6.01(e).

"Governmental Agencies" shall have the meaning specified in
Section 6.01(s).

"Hartford Information" shall mean the information furnished to
HLI by or on behalf of The Hartford specifically for inclusion in the
Prospectus which forms a part of the Form S-1 in connection with the Initial
Public Offering, as specified in the letter attached hereto as Exhibit 1.01.

"Hartford License" shall mean the meaning specified in
Section 6.01(d).

"Hartford Licensed Marks" shall have the meaning specified in
Section 6.01(b).

"Hartford Name" shall have the meaning specified in Section
6.01(a).

"Hartford Services" shall have the meaning specified in
Section 3.01.

"Hartford Sublicense" shall have the meaning specified in
Section 6.01(e).

"Hartford Sublicensee" shall have the meaning specified in
Section 6.01(e).

"Hartford Sublicensee Acknowledgment and Agreement" shall have
the meaning specified in Section 6.01(e).

"HLI Affiliated Group" shall mean, collectively, HLI and all
its direct or indirect Subsidiaries now or hereafter existing.

"HLI Benefit Plans" shall have the meaning specified in
Section 3.01.
<PAGE> 9

"HLI Business" shall mean the businesses of (i) those entities
listed on Schedule 1.01(a) and (ii) any other division, Subsidiary or
enterprise of the HLI Affiliated Group managed or operated as of the date of
this Agreement or any prior time by any such entity unless such other division,
Subsidiary or enterprise is listed on Schedule 1.01(e) or 1.01(f) and (iii)
entities acquired or established by or for the HLI Affiliated Group after the
date of this Agreement.

"HLI Employees" shall mean those employees described in
Schedule 1.01(b).

"HLI Expenses" shall mean (i) all costs incurred by HLI in
respect of the HLI Services, (ii) any expenses relating to fixed assets
(including any costs for furniture and personal computers), (iii) any
miscellaneous expenses (including, without limitation, insurance, travel and
entertainment, advertising, licenses and certain fees) incurred by HLI and
related to the corporate businesses of the parties hereto and (iv) any other
corporate costs incurred by HLI.

"HLI Indemnitees" shall mean each member of the HLI
Affiliated Group, each of their respective directors, officers, employees and
agents and each of the heirs, executors, successors and assigns of any of the
foregoing.

"HLI Liabilities" shall mean, collectively, (i) all the
Liabilities of the HLI Affiliated Group under this Agreement, including its
allocated portion of The Hartford Expenses and all the costs described in
Article II, and any of the Ancillary Agreements, (ii) all the Liabilities of
the parties hereto or their respective Subsidiaries (whenever arising whether
prior to, at or following the Closing Time) arising out of or in connection
with or otherwise relating to the management or conduct, before or after the
Closing Time, of the HLI Business, (iii) 30% of the amount of all Shared
Liabilities and (iv) any liabilities incurred by the Hartford (other than in
respect of the Hartford Information) pursuant to the Underwriting Agreements.

"HLI Services" shall have the meaning specified in Section
3.01.

"HLI Sublicensee" shall have the meaning specified in Section
6.02(b).

"Hold Back Period" shall have the meaning specified in
Section 5.03.
<PAGE> 10

"Holder" shall mean The Hartford and any Transferee.

"Indebtedness" of any Person shall mean, without duplication,
(a) all obligations of such Person for borrowed money or with respect to
deposits or advances of any kind, (b) all obligations of such Person evidenced
by bonds, debentures, notes or similar instruments, (c) all obligations of such
Person upon which interest charges are customarily paid, (d) all obligations of
such Person under conditional sale or other title retention agreements relating
to assets purchased by such Person, (e) all obligations of such Person issued
or assumed as the deferred purchase price of property or services, (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any lien on
property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed by such Person, (g) all guarantees by such
Person of Indebtedness of others, (h) all capital and operating lease
obligations of such Person, (i) all obligations of such Person that would be
payable in respect of rate protection agreements, foreign currency exchange
agreements or other interest or exchange rate hedging arrangements, if such
Person were to terminate such agreements and arrangements, (j) all obligations
of such Person to reimburse any bank or any other Person in respect of letters
of credit and bankers' acceptances and (k) all liabilities in respect of
unfunded vested benefits under any pension plan. Notwithstanding the
foregoing, "Indebtedness" shall not include accounts payable and accrued
expenses arising in the ordinary course of business. The Indebtedness of any
Person shall include the Indebtedness of any partnership in which such Person
is a general partner.

"Indemnifiable Group" shall have the meaning specified in
Section 10.02(b).

"Indemnifiable Losses" shall mean any and all losses,
liabilities, claims, damages, demands, costs or expenses (including, without
limitation, reasonable attorneys' fees and any and all out-of-pocket expenses)
whatsoever reasonably incurred in investigating, preparing for or defending
against any Actions or potential Actions.

"Indemnifying Party" shall have the meaning specified in
Section 9.03.

"Indemnitee" shall have the meaning specified in Section 9.03.
<PAGE> 11

"Initial Public Offering" shall mean the proposed initial
public offering of Class A Common Stock as contemplated by the Form S-1.

"Inspectors" shall have the meaning specified in Section
5.04(j).

"Insurance Proceeds" shall mean the monies (i) received by an
insured from an insurance carrier or (ii) paid by an insurance carrier on
behalf of an insured, in either case net of any applicable premium adjustment,
retrospectively-rated premium, deductible, retention or cost of reserve paid or
held by or for the benefit of such insured.

"Internal Revenue Service" shall mean the United States
Internal Revenue Service.

"International Product Period" shall have the meaning
specified in Section 6.01(p)(ii).

"International Property Casualty Insurance Products" shall
have the meaning specified in Section 6.01(d).

"Interruption Period" shall have the meaning specified in
Section 5.04.

"Investment Management Agreements" shall mean, collectively,
the investment management agreements entered into prior to or following the
date of this Agreement by and among certain members of the HLI Affiliated Group
and certain members of The Hartford Affiliated Group.

"ITT" shall mean ITT Corporation, a Delaware corporation
(presently constituted as ITT Industries, Inc.).

"ITT Agreement" shall have the meaning specified in Section
6.02(a).

"ITT Spin-Off" shall mean the transactions relating to the
distribution of all the outstanding shares of capital stock of The Hartford by
ITT Corporation to its stockholders of record on December 19, 1995.

"ITT Sublicense" shall have the meaning specified in Section
6.02(b).

"ITT Tax Allocation Agreement" shall mean the Tax Allocation
Agreement dated as of November 1, 1995, between ITT Corporation, ITT
Destinations, Inc. and The Hartford.
<PAGE> 12

"Leased Properties" shall mean the properties described in
Schedule 1.01(c).

"Liabilities" shall mean any and all debts, liabilities and
obligations (relating to performance or otherwise), absolute or contingent,
matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known
or unknown, whenever arising, including those debts, liabilities and
obligations arising under any law, rule, regulation, Action, threatened Action,
order or consent decree of any court, any governmental or other regulatory or
administrative agency or commission or any award of any arbitration tribunal,
and those arising under any contract, guarantee, commitment or undertaking.

"License" shall have the meaning specified in Section 6.01(d).

"Managing Party" shall have the meaning specified in Section
9.04(b).

"Non-Qualifying Subsidiary" shall have the meaning specified
in Section 6.01(e).

"Notice Period" shall have the meaning specified in Section
6.01(p)(i).

"Owned Properties" shall mean the properties described in
Schedule 1.01(d).

"Pass Through Basis" shall have the meaning specified in
Section 3.05(b).

"Person" shall mean any individual, corporation, partnership,
joint venture, limited liability company, association or other business entity
and any trust, unincorporated organization or government or any agency or
political subdivision thereof.

"Piggyback Registration" shall have the meaning specified in
Section 5.02(a).

"Prospectus" shall mean the prospectus or prospectuses
included in any Registration Statement (including a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
Registration Statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement and by
all other amendments and supplements to such prospectus, including
post-effective amendments, and all material incorporated by
<PAGE> 13

reference or deemed to be incorporated by reference in such prospectus or
prospectuses.

"Records" shall have the meaning specified in Section 7.01(a).

"Registrable Securities" shall mean the Common Stock and any
stock or other securities into which or for which such Common Stock may
hereafter be changed, converted or exchanged and any other shares or securities
issued to Holders of such Common Stock (or such shares or other securities into
which or for which such shares are so changed, converted or exchanged) upon any
reclassification, share combination, share subdivision, share dividend, share
exchange, merger, consolidation or similar transaction. As to any particular
Registrable Securities, such Registrable Securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale by the Holder thereof shall have been declared effective under the
Securities Act and such securities shall have been disposed of in accordance
with such registration statement, (ii) they shall have been distributed to the
public in accordance with Rule 144 promulgated under the Securities Act, (iii)
they shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by HLI
and subsequent disposition of them shall not require registration or
qualification of them under the Securities Act or any state securities or blue
sky law then in effect or (iv) they shall have ceased to be outstanding.

"Registration" shall mean registration under the Securities
Act of an offering of Registrable Securities pursuant to a Demand Registration
or a Piggyback Registration.

"Registration Expenses" shall mean any and all costs, fees and
expenses incident to HLI's performance of or compliance with the Initial Public
Offering or any other registration of securities pursuant to Article V,
including, without limitation, (i) the fees, disbursements and expenses of
HLI's counsel and accountants and the reasonable fees and expenses of counsel,
if any, selected by the Holders in accordance with this Agreement in connection
with the registration of the securities to be disposed of; (ii) all expenses,
including registration and filing fees, in connection with the preparation,
printing and filing of the registration statement, any preliminary prospectus
or final prospectus, any other offering document and amendments and supplements
thereto, any other filing pursuant to the Securities Act or the Exchange Act in
connection therewith and the mailing and delivering of copies thereof to any
<PAGE> 14

underwriters and dealers; (iii) the cost of printing or producing any
agreements among underwriters, underwriting agreements and blue sky or legal
investment memoranda, any selling agreements and any other documents in
connection with the offering, sale or delivery of the securities to be disposed
of; (iv) all expenses in connection with the qualification of the securities to
be disposed of for offering and sale under state securities laws, including the
fees and disbursements of counsel for the underwriters or the Holders of
securities in connection with such qualification and in connection with any
blue sky and legal investment surveys; (v) the filing fees incident to securing
any required review by the National Association of Securities Dealers, Inc. of
the terms of the sale of the securities to be disposed of; (iv) transfer agent
and registrar fees and expenses and the fees and expenses of any other agent or
trustee appointed in connection with such offering; (vii) all security
engraving and security printing expenses; (viii) all fees and expenses payable
in connection with the listing of the securities on any securities exchange or
automated interdealer quotation system or the rating of such securities; (ix)
any other fees and disbursements of underwriters customarily paid by the
issuers of securities, but excluding underwriting discounts and commission and
transfer taxes, if any; and (x) other reasonable out-of-pocket expenses of
Holders other than legal fees and expenses referred to in clauses (i) and (iv)
above.

"Registration Indemnitee" shall have the meaning specified in
Section 9.02.

"Registration Statement" shall mean any registration statement
of HLI (including the Form S-1) filed with the Commission under the Securities
Act, including in each such case the related Prospectus, all amendments and
supplements to such registration statement, including pre- and post-effective
amendments, all exhibits thereto and all materials incorporated by reference or
deemed to be incorporated by reference in such registration statement.

"Securities Act" shall mean the Securities Act of 1933 and the
rules and regulations of the Commission promulgated thereunder.

"Services" shall have the meaning specified in Section 3.01.

"Shared Liability" shall mean any Liability including the
Liabilities listed on Schedule 1.01(e) of The Hartford Affiliated Group or the
HLI Affiliated Group (whether arising prior to, at or following the Closing
Time)
<PAGE> 15

which (i) arises out of or is in connection with or otherwise relates to the
business of The Hartford or its Subsidiaries prior to the Closing Time, (ii) is
not a Shared Tax Liability and (iii) is not a True Hartford Liability or True
HLI Liability. For the avoidance of doubt, such term shall not include any
Liability for Taxes.

"Shared Tax Liability" shall mean any Tax Liability described
in Section 10.01.

"Shelf Registration" shall have the meaning specified in
Section 5.01(b).

"Simsbury Sublease Agreement" shall mean the Sublease
Agreement dated as of May 19, 1997, between Hartford Fire Insurance Company, a
Connecticut corporation, and HLI or another member of the HLI Affiliated Group.

"Sublicensee" shall have the meaning specified in Section
6.01(e).

"Subsidiary" shall mean any corporation, partnership, joint
venture or other Person of which another person (i) owns, directly or
indirectly, ownership interests sufficient to elect a majority of the board of
directors of such corporation, partnership, joint venture or other Person (or
Persons performing similar functions) (irrespective of whether at the time any
other class or classes of ownership interests of such corporation, partnership,
joint venture or other Person shall or might have such voting power upon the
occurrence of any contingency) or (ii) is a general partner or an entity
performing similar functions (e.g., a trustee).

"Tax" shall mean all Federal, state, local and foreign taxes
and assessments, including all interest, penalties and additions imposed with
respect to such amounts.

"Tax Claims" shall have the meaning specified in Section
10.03(a).

"Tax Sharing Agreement" shall mean the Tax Sharing Agreement
dated as of May 19, 1997, between The Hartford and its Subsidiaries, including
HLI.

"Taxing Authority" shall mean the Internal Revenue Service or
any other domestic Federal, state or local governmental authority responsible
for the administration of any Tax.

"The Hartford Affiliated Group" shall mean, collectively, The
Hartford and all its direct and indirect
<PAGE> 16

Subsidiaries now or hereafter existing, other than the HLI Affiliated Group.

"The Hartford Benefit Plans" shall have the meanings specified
in Section 3.01.

"The Hartford Business" shall mean the businesses of (i) those
entities listed on Schedule 1.01(f), (ii) any other division, Subsidiary or
investment of The Hartford Affiliated Group managed or operated as of the date
of this Agreement or any prior time by any such entity unless such other
division, Subsidiary or investment is listed on Schedule 1.01(a) or 1.01(e) and
(iii) entities acquired or established by or for The Hartford Affiliated Group
after the date of this Agreement.

"The Hartford Employees" shall mean those employees described
in Schedule 1.01(g).

"The Hartford Expenses" shall mean (i) all costs incurred by
The Hartford in respect of The Hartford Services and Benefits Plans, (ii) any
expenses relating to fixed assets (including any costs for furniture and
personal computers), (iii) any miscellaneous expenses (including, without
limitation, insurance, travel and entertainment, advertising, licenses and
certain fees) incurred by The Hartford and related to the corporate businesses
of the parties hereto and (iv) any other corporate costs (other than any costs
relating to the Federal regular income tax liability of The Hartford's
consolidated group) incurred by The Hartford.

"The Hartford Indemnitees" shall mean each member of The
Hartford Affiliated Group, each of their respective directors, officers,
employees and agents and each of the heirs, executors, successors and assigns
of any of the foregoing.

"The Hartford Liabilities" shall mean, collectively, (i) all
the Liabilities of The Hartford Affiliated Group under this Agreement and any
of the Ancillary Agreements, (ii) all the Liabilities of the parties hereto or
their respective Subsidiaries (whenever arising whether prior to, at or
following the Closing Time) arising out of or in connection with or otherwise
relating to the management or conduct before or after the Closing Time of The
Hartford Business, (iii) 70% of the amount of all Shared Liabilities and (iv)
any liabilities incurred by The Hartford in respect of the Hartford Information
pursuant to the Underwriting Agreements.
<PAGE> 17

"Third Party Claim" shall have the meaning specified in
Section 9.04.

"Transferee" shall have the meaning specified in Section 5.07.

"Trigger Date" shall mean the date on which the members of The
Hartford Affiliated Group shall cease to own, in the aggregate, 50% or more of
the combined voting power of the Voting Stock then issued and outstanding,
other than shares of Voting Stock held by HLI as treasury stock or by any
Subsidiary of HLI.

"True Hartford Liabilities" shall mean the Liabilities listed
in clauses (i) and (ii) of the definition of "The Hartford Liabilities" in this
Section 1.01.

"True HLI Liabilities" shall mean the Liabilities listed in
clauses (i) and (ii) of the definition of "HLI Liabilities" in this Section
1.01.

"Underwriting Agreements" shall mean (i) the Underwriting
Agreement to be dated the date of the Final Prospectus in connection with the
Initial Public Offering, between HLI, The Hartford and Goldman, Sachs & Co.,
Dean Witter Reynolds Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated and Smith Barney, Inc., as representatives of
the several underwriters named therein, and (ii) the Underwriting Agreement
to be dated the date of the Final Prospectus in connection with the Initial
Public Offering, between HLI, The Hartford and Goldman Sachs International, Dean
Witter International Limited, Merrill Lynch International, Morgan Stanley & Co.
International Limited and Smith Barney Inc., as representatives of the several
underwriters named therein.

"Voting Stock" shall mean all securities issued by HLI having
the ordinary power to vote in the election of directors of HLI, other than
securities having such power only upon the occurrence of a default or any other
extraordinary contingency.

SECTION 1.02. Other Definitional Provisions. The words
"hereof", "hereto", "herein" and "hereunder" and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement; references to any Article, Section,
Exhibit or Schedule are references to Articles, Sections, Exhibits or Schedules
in or to this Agreement unless otherwise specified; and the term "including"
shall mean "including without limitation".
<PAGE> 18

ARTICLE II

Payment of Transaction Costs

HLI shall pay (or, to the extent incurred by and paid for by
any member of The Hartford Affiliated Group, shall promptly reimburse such
member of The Hartford Affiliated Group for any and all amounts so paid) for
all fees, costs and expenses incurred in connection with: (a) HLI's formation
and organization, including any Taxes incurred in respect thereof; (b) the line
of credit obtained by HLI in the amount of $[ ] billion and the commercial
paper program (and any refinancing thereof); (c) the preparation and
negotiation of this Agreement, any Ancillary Agreement and any other
documentation, forms, applications, contracts, consents and other actions
related thereto; (d) all Registration Expenses with respect to the Initial
Public Offering; and (e) all expenses with respect to the offering of debt
securities that HLI expects to undertake immediately following the Initial
Public Offering.

ARTICLE III

Services

SECTION 3.01. Services. Beginning on the Effective Date and
continuing until the termination of this Agreement pursuant to Article XII, The
Hartford shall provide to the HLI Affiliated Group and HLI shall, and shall
cause its Subsidiaries to, utilize the services and comply with the related
standards and policies referenced in Schedule 3.01(a) (the "Hartford Services"
and each, a "Hartford Service"), such schedule to be updated by the parties on
an annual basis, and HLI shall provide to The Hartford Affiliated Group and The
Hartford shall, and shall cause its Subsidiaries to, utilize the services
referenced in Schedule 3.01(b) (the "HLI Services" and each, an "HLI Service"),
such schedule to be updated by the parties on an annual basis. The Hartford
Services and HLI Service are hereinafter collectively referred to as the
"Services". In addition, The Hartford has agreed that (i) the HLI Employees
shall continue to participate in the benefit plans and programs described in
Schedule 3.01(c) and (ii) certain HLI Employees shall continue to participate
in the benefit plans described in Schedule 3.01(d) to the extent that such HLI
Employees obtained rights under such benefit plans before the Effective Date or
may obtain rights under such benefits plans after the Effective Date
(collectively, "The Hartford Benefit Plans") and The Hartford has agreed that
it shall continue to provide the Hartford Services described in Schedule
3.01(a) relating to The Hartford Benefit Plans and shall provide the Hartford
Services described in
<PAGE> 19

Schedule 3.01(a) relating to the benefit plans and programs described in
Schedule 3.01(e) ("the HLI Benefit Plans" and, collectively with The Hartford
Benefit Plans, the "Benefit Plans"). The Hartford Services may be provided by
(i) any employee of The Hartford or its Subsidiaries (other than HLI and its
Subsidiaries) or (ii) any third party designated by The Hartford, in its sole
discretion after consultation with HLI; provided, however, notwithstanding any
such designation by The Hartford, The Hartford shall remain responsible in all
respects for the provision of the particular service or services to be provided
by such designated third party. The HLI Services may be provided by any
employee of HLI or its Subsidiaries.

SECTION 3.02. Expansion, Reduction or Termination of
Services. Except as otherwise provided in Section 12.01 or as otherwise agreed
in writing by the parties hereto, each of the Hartford Services provided by The
Hartford and the HLI Services provided by HLI may be expanded, reduced or
terminated upon the mutual agreement of the parties hereto.

SECTION 3.03. Payment of Expenses by The Hartford. (a) The
Hartford shall pay all The Hartford Expenses incurred by The Hartford. The
Hartford shall allocate the portion of The Hartford Expenses incurred on behalf
of the HLI Affiliated Group pursuant to allocation methodologies determined on
an annual basis by The Hartford, in its sole discretion, after consultation
with HLI which evidence each such party's respective fair and reasonable share
of The Hartford Expenses. With respect to those retired employees who were or
would have been HLI Employees prior to the Effective Date, HLI shall reimburse
The Hartford, on demand or as otherwise directed, for all costs incurred with
respect to such retired employees pursuant to the Benefit Plans.

(b) HLI shall pay all the HLI Expenses incurred by HLI. HLI
shall allocate the portion of HLI Expenses incurred on behalf of The Hartford
Affiliated Group pursuant to allocation methodologies determined by The
Hartford, in its sole discretion, after consultation with HLI on an annual
basis which evidence each such party's respective fair and reasonable share of
the HLI Expenses.

(c) HLI shall remit payment on a weekly basis to The Hartford
on behalf of the HLI Affiliated Group for its portion of The Hartford Expenses,
net of The Hartford Affiliated Group's allocated share of the HLI Expenses;
provided, however, if such net payment shall be a negative amount, The Hartford
shall remit payment to HLI on behalf of
<PAGE> 20

The Hartford Affiliated Group for such week in an amount equal to such negative
amount (taken as a positive number).

SECTION 3.04. Employee Benefit Plans. (a) Plans and
Services. On and after the Effective Date and until the termination of this
Agreement pursuant to Article XII, subject to regulatory requirements, The
Hartford shall provide the Hartford Services with respect to The Hartford
Benefit Plans in substantially the same manner as it administered such plans
prior to the Effective Date and shall provide the Hartford Services with
respect to the HLI Benefit Plans in substantially the same manner as it
provides such services for The Hartford Benefit Plans, subject to The
Hartford's or HLI's right, as applicable, to amend, modify and terminate such
Benefit Plans pursuant to Section 3.04(b).

(b) Changes; Additional Services and Plan Terms. Nothing
contained in this Section 3.04 shall be construed to limit the ability of The
Hartford or HLI to amend, modify or terminate any of The Hartford Benefit Plans
or HLI Benefit Plans, respectively, consistent with the terms of such plans, as
determined in The Hartford's or HLI's sole discretion, as the case may be;
provided that The Hartford or HLI, as applicable, shall provide at least 90
days' prior written notice to the other of its intention to amend, modify or
terminate any Benefit Plan.

(c) Regulatory Matters. The Hartford and HLI agree to
cooperate fully with each other in the administration and coordination of
regulatory and administrative requirements associated with the Benefit Plans
that apply either to the other party or jointly to each party hereto. Such
coordination, upon request, shall include (but is not limited to): sharing
payroll data for determination of highly compensated employees, providing
census information (including accrued benefits) for purposes of running
discrimination tests, providing actuarial reports for purposes of determining
the funded status of any plan, review and coordination of insurance and other
independent third party contracts and providing for review of all summary plan
descriptions, requests for determination letters, insurance contracts, Forms
5500, financial statement disclosures and plan documents.

SECTION 3.05. Real Property; Leases. (a) With respect to
the Owned Properties, The Hartford shall, or, to the extent that another member
of The Hartford Affiliated Group owns the Owned Properties, The Hartford shall
cause such member to, lease to HLI or any of its Subsidiaries, or otherwise
permit the continued occupancy by HLI or any of its Subsidiaries of, the space
occupied in each of such
<PAGE> 21

Owned Properties by the HLI Affiliated Group as of the Effective Date on such
terms as may be agreed upon by the parties.

Each lease for, or other agreement for occupancy of, space in
the Owned Properties referred to in this Section 3.05(a) shall (i) until the
later of (x) the expiration of each such lease or other agreement or (y) the
Trigger Date, be on payment terms which are consistent with the past cost
allocation practices of The Hartford or on such other terms which are
consistent with the past practice and (ii) after such date, be on a fair market
value basis and on such other terms that are consistent with leases with
similar rental periods and for similar properties in the relevant local real
estate market.

(b) With respect to the Leased Properties which are leased by
any member of The Hartford Affiliated Group (other than the property to be
subleased to HLI or another member of the HLI Affiliated Group pursuant to the
Simsbury Sublease Agreement), The Hartford shall, or, to the extent that
another member of The Hartford Affiliated Group is the lessee of any such
Leased Properties, The Hartford shall cause such member to, sublease (or
otherwise permit the continued occupancy of) the space occupied in each of such
Leased Properties by the HLI Affiliated Group as of the Effective Date to the
HLI Affiliated Group (but only if and to the extent permitted by the primary
lease with respect to such property) until the expiration of the primary lease
with respect to such Leased Properties (or, if the HLI Affiliated Group is the
occupant of all the space under a particular lease to the member of The
Hartford Affiliated Group, then until one day prior to the expiration of the
primary lease with respect to such Leased Properties) and on payment terms
which are consistent with the past cost allocation practices of The Hartford or
on such other terms which are consistent with past practice. As soon as is
practicable after the Trigger Date, the portion of each lease referred to in
the first sentence of this Section 3.05(b) relating to the space attributable
to the HLI Affiliated Group in each of such Leased Properties shall be in each
case as determined by The Hartford in its sole discretion, assigned to HLI or
one of its Subsidiaries (but only if and to the extent permitted by the primary
lease with respect to such property); otherwise, the HLI Affiliated Group's
occupation of such shall continue on a Pass Through Basis until the expiration
of the underlying lease for such Leased Properties. Notwithstanding the
foregoing, should any lease in effect as of the Effective Date for any Leased
Properties expire before the Trigger Date, the HLI Affiliated Group shall have
the option, subject to negotiations with the lessor of each such Leased
<PAGE> 22

Property, of leasing the space occupied by the HLI Affiliated Group in any such
Leased Property directly from the lessor and The Hartford shall cooperate with
and assist HLI in such negotiations. As used herein, "Pass Through Basis"
shall mean that the occupation of any Leased Property by the HLI Affiliated
Group shall be subject to all provisions and restrictions contained in,
including the term of, the primary lease and the rental payments due from the
HLI Affiliated Group shall be based upon the pro rata occupation of the space
in such Leased Property, with an additional reasonable allocation to be made
with respect to any common areas to which the HLI Affiliated Group has access.

(c) HLI shall, and shall cause the other members of the HLI
Affiliated Group to, and The Hartford shall, and shall cause the other members
of The Hartford Affiliated Group to, as the case may be, diligently negotiate
in good faith the leases and subleases referred to in this Section 3.05.
Unless expressly provided to the contrary herein, to the extent that any
provision in this Section 3.05 obligates a lessor to lease any property
described in such provision to a lessee, such provision shall also be construed
to obligate such lessee to lease such property from such lessor.

SECTION 3.06. Further Assurances; No Agency. In case at any
time after the Effective Date any further action is reasonably necessary or
desirable to carry out the purposes of this Agreement or any Ancillary
Agreements, the proper officers of each party to this Agreement shall take all
such necessary action. Without limiting the foregoing, each of HLI and The
Hartford shall use its commercially reasonable efforts to obtain all consents
and approvals, to enter into all amendatory agreements and to make all filings
and applications that may be required for the consummation of the transactions
contemplated by this Agreement and the Ancillary Agreements, including, without
limitation, all applicable governmental and regulatory filings. However, this
Agreement in and of itself creates no agency relationship between The Hartford
and HLI except as may be otherwise required for purposes of this Agreement.

SECTION 3.07. Limitation of Liability. Except as may be
provided in Articles IX and X, each member of The Hartford Affiliated Group,
their respective controlling Persons, if any, and their respective directors,
officers, employees, agents or permitted assigns shall not be liable to any
member of the HLI Affiliated Group, their respective controlling persons, if
any, and their respective directors, officers, employees, agents or permitted
assigns (each, an "HLI Party") for any liabilities, claims, damages, losses or
<PAGE> 23

expenses, including any special, indirect, incidental or consequential damages,
of an HLI Party arising in connection with this Agreement, the Hartford
Services or the Benefit Plans.

ARTICLE IV

Approval of Corporate Activities

Prior to the Trigger Date, neither HLI nor any of its
Subsidiaries may undertake or agree to undertake any of the following actions
without the prior written consent of The Hartford:

(i) any merger or consolidation (or equivalent transaction)
of HLI or any of its Subsidiaries with or into any corporation,
partnership, joint venture or any other Person, or division thereof,
which merger or consolidation (or equivalent transaction) is material
to HLI and its Subsidiaries taken as a whole;

(ii) the acquisition by HLI or any of its Subsidiaries of a
majority of the issued and outstanding shares of capital stock or all
or substantially all the assets of any corporation, partnership, joint
venture or any other Person involving consideration or value in excess
of $5 million;

(iii) any sale, assignment, lease, transfer or other
disposition, or the pledge, mortgage or encumbrance, of assets of HLI
or any of its Subsidiaries other than (w) any transaction in the
ordinary course of business and consistent with past practice; (x) any
acquisition, disposition or transfer of securities pursuant to
investment portfolio decisions in the ordinary course of business and
consistent with past practice; (y) any transaction between or among
any of HLI and its Subsidiaries; or (z) any transaction, or a series
of related transactions, which does not involve aggregate
consideration or value in excess of $5 million;

(iv) any transaction, or series of related transactions, not
specifically enumerated in subparagraphs (i) through (iii) above,
involving aggregate consideration, value or Liabilities in excess of
$10 million or that is or are otherwise material to HLI and its
Subsidiaries taken as a whole;
<PAGE> 24

(v) any transaction, or series of related transactions, that
could have a material effect on The Hartford;

(vi) any increase or decrease in, or the reclassification of,
the authorized capital stock of HLI or the creation of any class or
series of capital stock of HLI;

(vii) the dissolution, liquidation or winding up of HLI;

(viii) any redemption, acquisition or issuance by HLI of any
shares of its capital stock or any options, warrants or rights to
acquire such capital stock or securities convertible into or
exchangeable for capital stock, other than issuances in respect of and
pursuant to the requirements of the 1997 Hartford Life, Inc.
Restricted Stock Plan for Non-Employee Directors, the 1997 Hartford
Life, Inc. Incentive Stock Plan, the 1997 Hartford Life, Inc. Deferred
Restricted Stock Unit Plan and the 1997 Hartford Life, Inc. Employee
Stock Purchase Plan or such other employee and director stock option,
profit sharing and other benefit plans of HLI in effect from time to
time;

(ix) the declaration or payment of dividends on or in respect
of any class or series of capital stock of HLI or any other
distribution to the stockholders of HLI, other than dividends on or in
respect of the Common Stock consistent with HLI's dividend policy then
in effect; and

(x) any direct or indirect act that would result, either
alone or taking into account the business, operations, properties,
activities and legal and regulatory status of The Hartford
and HLI, in (i) The Hartford or any of its Subsidiaries (other than HLI
and any of its Subsidiaries) being required to file any notice, report
or other document or make any registration with, obtain any approval,
consent or authorization of any governmental or regulatory agency,
other than in the ordinary course of business and consistent with past
practice, or otherwise becoming subject to any applicable law or
regulation or (ii) any director of The Hartford being ineligible to
serve or prohibited from so serving as a director of The Hartford under
or pursuant to any applicable law.
<PAGE> 25

ARTICLE V

Registration Rights

SECTION 5.01. Demand Registration. (a) The Holders shall
have the right, following the Effective Date, by written notice (a "Demand
Notice") given to HLI, to request HLI to register under and in accordance with
the provisions of the Securities Act all or any portion of the Registrable
Securities designated by such Holders; provided, however, that the aggregate
number of Registrable Securities requested to be registered pursuant to any
Demand Notice and pursuant to any related Demand Notices received pursuant to
the following sentence shall be at least 5,000,000. Upon receipt of any such
Demand Notice, HLI shall promptly notify all other Holders of the receipt of
such Demand Notice and allow them the opportunity to include Registrable
Securities held by them in the proposed registration by submitting their own
Demand Notice. In the event that such Demand Registration involves an
underwritten offering and the managing underwriter or underwriters
participating in such offering advise in writing the Holders of Registrable
Securities to be included in such offering that the total number of Registrable
Securities to be included in such offering exceeds the amount that can be sold
in (or during the time of) such offering without delaying or jeopardizing the
success of such offering (including the price per share of the Registrable
Securities to be sold), then the amount of Registrable Securities to be offered
for the account of such Holders shall be reduced pro rata on the basis of the
number of Registrable Securities to be registered by each such Holder. The
Holders as a group shall be entitled to (i) unlimited Demand Registrations
prior to the Trigger Date and (ii) three Demand Registrations following the
Trigger Date, less any Demand Registrations effected prior to the Trigger Date,
each pursuant to this Section 5.01(a) unless any Demand Registration does not
become effective or is not maintained for a period (whether or not continuous)
of at least 120 days (or such shorter period as shall terminate when all the
Registrable Securities covered by such Demand Registration have been sold
pursuant thereto), in which case the Holders will be entitled to an additional
Demand Registration pursuant hereto.

(b) HLI, within 45 days of the date on which HLI receives a
Demand Notice given by Holders in accordance with Section 5.01(a), shall file
with the Commission, and HLI shall thereafter use its best efforts to cause to
be declared effective, a Registration Statement on the appropriate form for the
registration and sale, in accordance with the intended method or methods of
distribution, of the total number of Registrable Securities
<PAGE> 26

specified by the Holders in such Demand Notice, which may include a "shelf"
registration (a "Shelf Registration") pursuant to Rule 415 promulgated under
the Securities Act (a "Demand Registration").

(c) HLI shall use commercially reasonable efforts to keep
each Registration Statement filed pursuant to this Section 5.01 continuously
effective and usable for the resale of the Registrable Securities covered
thereby (i) in the case of a Registration that is not a Shelf Registration, for
a period of 120 days from the date on which the Commission declares such
Registration Statement effective and (ii) in the case of a Shelf Registration,
for a period of 180 days from the date on which the Commission declares such
Registration Statement effective, in either case (x) until all the Registrable
Securities covered by such Registration Statement have been sold pursuant to
such Registration Statement, and (y) as such period may be extended pursuant
to this Section 5.01.

(d) HLI shall be entitled to postpone the filing of any
Registration Statement otherwise required to be prepared and filed by HLI
pursuant to this Section 5.01, or suspend the use of any effective Registration
Statement under this Section 5.01, for a reasonable period of time, but not in
excess of 90 days (a "Delay Period"), if the chief executive officer or chief
financial officer of HLI determines that in such officer's reasonable judgment
and good faith the registration and distribution of the Registrable Securities
covered or to be covered by such Registration Statement would materially
interfere with any pending material financing, acquisition or corporate
reorganization or other material corporate development involving HLI or any of
its Subsidiaries or would require premature disclosure thereof and promptly
gives the Holders written notice of such determination, containing a general
statement of the reasons for such postponement and an approximation of the
period of the anticipated delay; provided, however, that (i) the aggregate
number of days included in all Delay Periods during any consecutive twelve
months shall not exceed the aggregate of (x) 180 days, minus (y) the number of
days occurring during all Hold Back Periods and Interruption Periods during
such consecutive twelve months and (ii) a period of at least 60 days shall
elapse between the termination of any Delay Period, Hold Back Period or
Interruption Period and the commencement of the immediately succeeding Delay
Period. If HLI shall so postpone the filing of a Registration Statement, the
Holders of Registrable Securities to be registered shall have the right to
withdraw the request for registration by giving written notice from the Holders
of a majority of the Registrable Securities that were to be registered to HLI
<PAGE> 27

within 45 days after receipt of the notice of postponement or, if earlier, the
termination of such Delay Period (and, in the event of such withdrawal, such
request shall not be counted for purposes of determining the number of requests
for registration to which the Holders of Registrable Securities are entitled
pursuant to this Section 5.01). The time period for which HLI is required to
maintain the effectiveness of any Registration Statement shall be extended by
the aggregate number of days of all Delay Periods, all Hold Back Periods and
all Interruption Periods occurring during such Registration and such period and
any extension thereof is hereinafter referred to as the "Effectiveness Period".
HLI shall not be entitled to initiate a Delay Period unless it shall (A) to the
extent permitted by agreements with other security holders of HLI, concurrently
prohibit sales by such other security holders under registration statements
covering securities held by such other security holders and (B) in accordance
with HLI's policies from time to time in effect, forbid purchases and sales in
the open market by senior executives and certain other employees of HLI.

(e) HLI shall not include any securities that are not
Registrable Securities in any Registration Statement filed pursuant to Section
5.01 without the prior written consent of the Holders of a majority in number
of the Registrable Securities covered by such Registration Statement.

(f) Holders of a majority in number of the Registrable
Securities to be included in a Registration Statement pursuant to this Section
5.01 may, at any time prior to the effective date of the Registration Statement
relating to such Registration, revoke such request by providing a written
notice to HLI revoking such request. The Holders of Registrable Securities who
revoke such request shall reimburse HLI for all its out-of-pocket expenses
incurred in the preparation, filing and processing of the Registration
Statement; provided, however, that, if such revocation was based on HLI's
failure to comply in any material respect with its obligations hereunder, such
reimbursement shall not be required.

SECTION 5.02. Piggyback Registration. (a) Right To
Piggyback. If at any time following the Effective Date HLI proposes to file a
registration statement under the Securities Act with respect to a public
offering of any of its Common Stock pursuant to a firm commitment underwritten
offering solely for cash for its own account (other than a registration
statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely
in connection with a dividend reinvestment plan or employee benefit plan
covering
<PAGE> 28

officers or directors of any of the HLI Affiliated Group) or for the account of
any holder of Common Stock, then HLI shall give written notice of such proposed
filing to the Holders at least 15 days before the anticipated filing date.
Such notice shall offer the Holders the opportunity to register such amount of
Registrable Securities as they may request (a "Piggyback Registration").
Subject to Section 5.02(b), HLI shall include in each such Piggyback
Registration all Registrable Securities with respect to which HLI has received
written requests for inclusion therein within ten days after notice has been
given to the Holders. Each Holder shall be permitted to withdraw all or any
portion of the Registrable Securities of such Holder from a Piggyback
Registration at any time prior to the effective date of such Piggyback
Registration; provided, however, that if such withdrawal occurs after the
filing of the Registration Statement with respect to such Piggyback
Registration, the withdrawing Holders shall reimburse HLI for the portion of
the registration expenses payable with respect to the Registrable Securities so
withdrawn.

(b) Priority on Piggyback Registrations. HLI shall permit
the Holders to include all such Registrable Securities on the same terms and
conditions as any similar securities, if any, of HLI included therein.
Notwithstanding the foregoing, if the managing underwriter or underwriters
participating in such offering advise the Holders in writing that the total
amount of securities requested to be included in such Piggyback Registration
exceeds the amount which can be sold in (or during the time of) such offering
without delaying or jeopardizing the success of the offering (including the
price per share of the securities to be sold), then the amount of securities to
be offered for the account of the Holders and other holders of securities who
have piggyback registration rights with respect thereto shall be reduced (to
zero if necessary) pro rata on the basis of the number of shares of Common
Stock requested to be registered by each such Holder or holder participating in
such offering.

(c) Right To Abandon. Nothing in this Section 5.02 shall
create any liability on the part of HLI to the Holders if HLI in its sole
discretion should decide not to file a registration statement proposed to be
filed pursuant to Section 5.02(a) or to withdraw such registration statement
subsequent to its filing, regardless of any action whatsoever that a Holder may
have taken, whether as a result of the issuance by HLI of any notice hereunder
or otherwise.
<PAGE> 29

SECTION 5.03. Hold Back Agreement. If (i) during the
Effectiveness Period, HLI shall file a Registration Statement (other than in
connection with the registration of securities issuable pursuant to an employee
stock option, stock purchase or similar plan or pursuant to a merger, exchange
offer or a transaction of the type specified in Rule 145(a) promulgated under
the Securities Act) with respect to the Common Stock or similar securities or
securities convertible into, or exchangeable or exercisable for, such
securities and (ii) with reasonable prior written notice, the managing
underwriter or underwriters (in the case of an underwritten public offering by
HLI pursuant to such Registration Statement) advises HLI in writing (in which
case HLI shall notify the Holders) that a public sale or distribution of
Registrable Securities would materially adversely impact such offering, then
each Holder shall, to the extent not inconsistent with applicable law, refrain
from effecting any public sale or distribution of Registrable Securities during
the ten days prior to the effective date of such Registration Statement and
until the earliest of (A) the abandonment of such offering, (B) 90 days from
the effective date of such Registration Statement and (C) if such offering is
an underwritten offering, the termination in whole or in part of any "hold
back" period obtained by the underwriter or underwriters in such offering from
HLI in connection therewith (each such period, a "Hold Back Period").

SECTION 5.04. Registration Procedures. In connection with
the registration obligations of HLI pursuant to and in accordance with Sections
5.01 and 5.02 (and subject to Sections 5.01 and 5.02), HLI shall use
commercially reasonable efforts to effect such registration to permit the sale
of such Registrable Securities in accordance with the intended method or
methods of disposition thereof, and pursuant thereto HLI shall as expeditiously
as possible (but subject to Sections 5.01 and 5.02):

(a) prepare and file with the Commission a Registration
Statement for the sale of the Registrable Securities on any form for
which HLI then qualifies or which counsel for HLI shall deem
appropriate in accordance with such Holders' intended method or
methods of distribution thereof, subject to Section 5.01(b), and,
subject to HLI's right to terminate or abandon a registration pursuant
to Section 5.02(c), use commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective as
provided herein;
<PAGE> 30

(b) prepare and file with the Commission such amendments
(including post-effective amendments) to such Registration Statement,
and such supplements to the related Prospectus, as may be required by
the rules, regulations or instructions applicable to the Securities
Act during the applicable period in accordance with the intended
methods of disposition specified by the Holders of the Registrable
Securities covered by such Registration Statement, make generally
available earnings statements satisfying the provisions of Section
11(a) of the Securities Act (provided that HLI shall be deemed to have
complied with this clause if it has complied with Rule 158 promulgated
under the Securities Act), and cause the related Prospectus as so
supplemented to be filed pursuant to Rule 424 promulgated under the
Securities Act; provided, however, that before filing a
Registration Statement or Prospectus, or any amendments or supplements
thereto (other than reports required to be filed by it under the
Exchange Act), HLI shall furnish to the Holders of Registrable
Securities covered by such Registration Statement and their counsel
for review and comment, copies of all documents required to be filed;

(c) notify the Holders of any Registrable Securities covered
by such Registration Statement promptly and (if requested) confirm
such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with
respect to such Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by
the Commission for amendments or supplements to such Registration
Statement or the related Prospectus or for additional information
regarding such Holders, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of such Registration Statement
or the initiation of any proceedings for that purpose, (iv) of the
receipt by HLI of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose and (v) of the
happening of any event that requires the making of any changes in such
Registration Statement, Prospectus or documents incorporated or deemed
to be incorporated therein by reference so that they will not contain
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading;
<PAGE> 31

(d) use commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such
Registration Statement, or the lifting of any suspension of the
qualification or exemption from qualification of any Registrable
Securities for sale in any jurisdiction in the United States;

(e) furnish to the Holder of any Registrable Securities
covered by such Registration Statement, each counsel for such Holders
and each managing underwriter, if any, without charge, one conformed
copy of such Registration Statement, as declared effective by the
Commission, and of each post-effective amendment thereto, in each case
including financial statements and schedules and all exhibits and
reports incorporated or deemed to be incorporated therein by
reference; and deliver, without charge, such number of copies of the
preliminary prospectus, any amended preliminary prospectus, each final
Prospectus and any post-effective amendment or supplement thereto, as
such Holder may reasonably request in order to facilitate the
disposition of the Registrable Securities of such Holder covered by
such Registration Statement in conformity with the requirements of the
Securities Act;

(f) prior to any public offering of Registrable Securities
covered by such Registration Statement, use commercially reasonable
efforts to register or qualify such Registrable Securities for offer
and sale under the state securities laws of such jurisdictions as the
Holders of such Registrable Securities shall reasonably request in
writing; provided, however, that HLI shall in no event be required to
qualify generally to do business as a foreign corporation or as a
dealer in any jurisdiction where it is not at the time so qualified or
to execute or file a general consent to service of process in any such
jurisdiction where it has not theretofore done so or to take any
action that would subject it to general service of process or taxation
in any such jurisdiction where it is not then subject;

(g) upon the occurrence of any event contemplated by paragraph
(c)(v) above, prepare a supplement or post-effective amendment to such
Registration Statement or the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference and
file any other required document so that, as thereafter delivered to
the purchasers of the Registrable Securities being sold thereunder
(including upon the termination of any Delay Period), such Prospectus
will not contain an untrue statement of a material fact or
<PAGE> 32

omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

(h) use commercially reasonable efforts to cause all
Registrable Securities covered by such Registration Statement to be
listed on each securities exchange or automated interdealer quotation
system, if any, on which similar securities issued by HLI are then
listed or quoted;

(i) on or before the effective date of such Registration
Statement, provide the transfer agent of HLI for the Registrable
Securities with printed certificates for the Registrable Securities
covered by such Registration Statement, which are in a form eligible
for deposit with The Depository Trust Company;

(j) if such offering is an underwritten offering, make
available for inspection by any Holder of Registrable Securities
included in such Registration Statement, any underwriter participating
in any offering pursuant to such Registration Statement, and any
attorney, accountant or other agent retained by any such Holder or
underwriter (collectively, the "Inspectors"), all financial and other
records and other information, pertinent corporate documents and
properties of any of HLI and its Subsidiaries, as shall be reasonably
necessary to enable them to exercise their due diligence
responsibilities; and

(k) if such offering is an underwritten offering, enter into
such agreements (including an underwriting agreement in form, scope
and substance as is customary in underwritten offerings) and take all
such other appropriate and reasonable actions requested by the Holders
of a majority of the Registrable Securities being sold in connection
therewith (including those reasonably requested by the managing
underwriters) in order to expedite or facilitate the disposition of
such Registrable Securities, and in such connection, (i) use
commercially reasonable efforts to obtain opinions of counsel to HLI
and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the managing
underwriters and counsel to the Holders of the Registrable Securities
being sold), addressed to each selling Holder of Registrable
Securities covered by such Registration Statement and each of the
underwriters as to the matters customarily covered in opinions
requested in underwritten offerings and such other
<PAGE> 33

matters as may be reasonably requested by such counsel and
underwriters, (ii) use commercially reasonable efforts to obtain "cold
comfort" letters and updates thereof from the independent certified
public accountants of HLI (and, if necessary, any other independent
certified public accountants of any Subsidiary of HLI or of any
business acquired by HLI for which financial statements and financial
data are, or are required to be, included in the Registration
Statement), addressed to each selling holder of Registrable Securities
covered by the Registration Statement (unless such accountants shall
be prohibited from so addressing such letters by applicable standards
of the accounting profession) and each of the underwriters, such
letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with
underwritten offerings and (iii) if requested and if an underwriting
agreement is entered into, provide indemnification provisions and
procedures substantially to the effect set forth in Article IX hereof
with respect to all parties to be indemnified pursuant to said
Article. The above shall be done at each closing under such
underwriting or similar agreement, or as and to the extent required
thereunder.

HLI may require each Holder of Registrable Securities covered
by a Registration Statement to furnish such information regarding such Holder
and such Holder's intended method of disposition of such Registrable Securities
as it may from time to time reasonably request in writing. If any such
information is not furnished within a reasonable period of time after receipt
of such request, HLI may exclude such Holder's Registrable Securities from such
Registration Statement.

Each Holder of Registrable Securities covered by a
Registration Statement agrees that, upon receipt of any notice from HLI of the
happening of any event of the kind described in Section 5.04(c)(ii), (iii),
(iv) or (v), that such Holder shall forthwith discontinue disposition of any
Registrable Securities covered by such Registration Statement or the related
Prospectus until receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 5.04(g), or until such Holder is advised in
writing by HLI that the use of the applicable Prospectus may be resumed, and
has received copies of any amended or supplemented Prospectus or any additional
or supplemental filings which are incorporated, or deemed to be incorporated,
by reference in such Prospectus (such period during which disposition is
discontinued being an "Interruption Period") and, if requested by HLI, the
Holder
<PAGE> 34

shall deliver to HLI (at the expense of HLI) all copies then in its possession,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities at the time of receipt of such
request.

Each Holder of Registrable Securities covered by a
Registration Statement further agrees not to utilize any material other than
the applicable current preliminary prospectus or Prospectus in connection with
the offering of such Registrable Securities.

SECTION 5.05. Registration Expenses. Whether or not any
Registration Statement is filed or becomes effective, HLI shall pay all
Registration Expenses with respect to a particular offering (or proposed
offering); provided, however, that, following the effectiveness of three Demand
Registrations prior to the Trigger Date, The Hartford shall pay the
Registration Expenses of any additional Demand Registrations effected prior to
the Trigger Date. Notwithstanding the foregoing, the fees and expenses of any
Persons retained by any Holder, other than one counsel for all such Holders,
any discounts, commissions or brokers' fees or fees of similar securities
industry professionals, any transfer taxes relating to the disposition of the
Registrable Securities by a Holder and any internal administration and similar
costs of such Holder in connection with such offering (or proposed offering)
will be payable by such Holder and HLI will have no obligation to pay any such
amounts.

SECTION 5.06. Underwriting Requirements. (a) Subject to
Section 5.06(b), any Holder shall have the right, by written notice, to request
that any Demand Registration provide for an underwritten offering.

(b) In the case of any underwritten offering pursuant to a
Demand Registration, the Holders of a majority of the Registrable Securities to
be disposed of in connection therewith shall select the institution or
institutions that shall manage or lead such offering, which institution or
institutions shall be reasonably satisfactory to HLI. In the case of any
underwritten offering pursuant to a Piggyback Registration, HLI shall select
the institution or institutions that shall manage or lead such offering. No
Holder shall be entitled to participate in an underwritten offering unless and
until such Holder has entered into an underwriting or other agreement with such
institution or institutions for such offering in such form as HLI and such
institution or institutions shall determine.
<PAGE> 35

SECTION 5.07. Transfer of Registration Rights. Any Holder
may transfer all or any portion of its rights under this Article V to (i) any
affiliate thereof in respect of any number of Registrable Securities or (ii)
any other transferee in respect of a number of Registrable Securities owned by
such Holder equal to or exceeding 5% of the outstanding Common Stock at the
time of transfer (each transferee that receives such minimum number of
Registrable Securities, a "Transferee"). Any transfer of registration rights
pursuant to this Section 5.07 shall be effective upon receipt by HLI of (i)
written notice from such Holder stating the name and address of any Transferee
and identifying the number of Registrable Securities with respect to which the
rights under this Agreement are being transferred and the nature of the rights
so transferred and (ii) a written agreement from such Transferee to be bound by
the terms of this Agreement. The Holders may exercise their rights hereunder
in such priority as they shall agree upon among themselves.

ARTICLE VI

Trade Name and Trademark License and Sublicense

SECTION 6.01. Hartford Trade Name and Trademark License. (a)
Hartford Fire, a wholly owned subsidiary of The Hartford, has used the term
"Hartford" (the "Hartford Name") as the principal feature of its company, trade
and popular name.

(b) Hartford Fire has used the Hartford Name and the various
versions of the Hartford stag logo, including, but not limited to, those
versions described in Schedule 6.01(b) hereto, as its principal trademarks for
many years and is the owner of trademarks containing the terms "Hartford" and
"Stag" and/or certain other trademarks listed on Schedule 6.01(b) hereto (all
of the trademarks referenced in this Section 6.01(b) shall collectively be
referred to herein as the "Hartford Licensed Marks"). Any reference to
trademarks in this Agreement shall be construed to include service marks as
well.

(c) Each of HLI and certain of its Subsidiaries, with the
approval of Hartford Fire, has used the Hartford Name as the principal feature
of their respective company, trade and popular names and desire to continue to
do so after the Effective Date in a manner approved by Hartford Fire. Each of
HLI and certain of its Subsidiaries, with the approval of Hartford Fire, has
used the Hartford Licensed Marks and desire to continue to do so after the
Effective Date in a manner approved by Hartford Fire.
<PAGE> 36

(d) Hartford Fire hereby grants to HLI, subject to the terms,
obligations, conditions and limitations set forth herein, a non-exclusive,
royalty-free (except as described in Section 6.01(e) with respect to
international Subsidiaries) right and license (the "Hartford License"), with
the right to grant sublicenses to such Hartford Sublicensees (as defined below)
as are permitted under Section 6.01(e), to use:

(i) the Hartford Name in its company, trade and popular
names and in the company, trade and popular names of
the Hartford Sublicensees; and

(ii) the Hartford Licensed Marks.

Said Hartford License to use the Hartford Name and Hartford Licensed Marks
shall be limited to use with (x) the products sold by the investment products,
life insurance and employee benefits operations of HLI and the Hartford
Sublicensees, now or in the future, on a worldwide basis and (y) the property
and casualty insurance products sold by HLI and the Hartford Sublicensees, now
or in the future, outside of the United States and Canada (the "International
Property Casualty Insurance Products").

(e) HLI shall be permitted to sublicense the Hartford Name
and/or Hartford Licensed Marks to those of its current and future, direct or
indirect affiliates in which Hartford Fire beneficially owns, directly or
indirectly, at least (i) 40% of the outstanding capital stock of such affiliate
if the remaining ownership is held by a single third party or (ii) 25% of such
affiliate if the remaining ownership is held by more than one third party and
in which HLI, through its control, can exercise a veto power over major
decisions of such affiliate (each, a "Hartford Sublicensee"), provided that
each Hartford Sublicensee has executed (x) a sublicense agreement to use the
Hartford Name and/or Hartford Licensed Marks (a "Hartford Sublicense"), in the
form attached hereto as Exhibit 6.01(e)(1), and (y) a Sublicensee
Acknowledgment and Agreement (a "Hartford Sublicensee Acknowledgment and
Agreement"), in the form attached hereto as Exhibit 6.01(e)(2). A royalty
shall be charged to any international Subsidiary for the use of the Hartford
Name and/or Hartford Licensed Marks, which shall be governed by and determined
in accordance with the terms and conditions of a General Relations Agreement to
be executed by HLI (or one of the HLI Subsidiaries) and the Hartford
Sublicensee (a "General Relations Agreement"), in the form attached hereto as
Exhibit 6.01(e)(3). HLI shall be responsible for each Hartford Sublicensee's
compliance with the terms and conditions of this Hartford License. In the
<PAGE> 37

event that an international Subsidiary of HLI fails to qualify as a "Hartford
Sublicensee" based on the above-referenced criteria (a "Non-Qualifying
Subsidiary"), the following shall apply: (i) each such Non-Qualifying
Subsidiary using the Hartford Name and/or Hartford Licensed Marks as of the
Effective Date shall be eligible to use the Hartford Name and/or Hartford
Licensed Marks provided they have executed a Hartford Sublicense and a Hartford
Sublicensee Acknowledgment and Agreement and (ii) any Non-Qualifying Subsidiary
that either is not using the Hartford Name and/or Hartford Licensed Marks as of
the Effective Date or becomes a Subsidiary of HLI after the Effective Date and
wishes to use the Hartford Name and/or Hartford Licensed Marks may request that
Hartford Fire grant it the right to use the Hartford Name and/or Hartford
Licensed Marks; Hartford Fire shall consider such a request and may, on a case
by case basis, in its sole discretion, agree to grant such Subsidiary the right
to use the Hartford Name and/or Hartford Licensed Marks on the same terms as
qualifying Hartford Sublicensees or on a more restricted basis.

(f) HLI hereby acknowledges, and agrees not to object to, the
validity of the Hartford Name and Hartford Licensed Marks, the sole ownership
thereof by Hartford Fire and the exclusive right of Hartford Fire to use and
grant permission to use the Hartford Name and Hartford Licensed Marks and
control the use thereof.

(g) HLI agrees that all goodwill and name and trademark
recognition arising from the use, whether past, present or future, of the
Hartford Name and Hartford Licensed Marks made by it and/or any Hartford
Sublicensees in any country of the world in connection with any services
offered by it and/or any Hartford Sublicensees or products sold by it and/or
any Hartford Sublicensees shall inure solely to the benefit of Hartford Fire.

(h) HLI agrees that in using the Hartford Name and Hartford
Licensed Marks it shall not represent in any way that is has any right, title
or interest in or to the said Hartford Name and Hartford Licensed Marks or any
registration thereof which may be granted, or in any word or mark similar
thereto, whether registered or not, other than the permission granted to it
under this Hartford License. HLI shall not register or attempt to register
said Hartford Name and Hartford Licensed Marks either alone or in combination
with any other mark, word, symbol or the like in any country in the world or
aid and abet anyone else in doing so; and HLI agrees that any use, application
or registration in breach of this covenant will inure solely to the benefit of
Hartford Fire. HLI agrees to assign and does hereby assign all legal and
equitable rights, title and
<PAGE> 38

interest in and to any such mark and/or applications and/or registrations to
Hartford Fire.

(i) HLI agrees that it shall not adopt any name or mark that
Hartford Fire in its reasonable judgment considers to be confusingly similar to
the Hartford Name or Hartford Licensed Marks.

(j) HLI agrees to comply with all requirements regarding use
of the Hartford Name and Hartford Licensed Marks in any country in the world in
which HLI offers services thereunder.

(k) HLI shall, on an on-going basis, advise Hartford Fire of
all foreign countries in which the Hartford Licensed Marks are being used,
where such use is anticipated or where protection is desired. Hartford Fire
agrees to take reasonable steps to ensure that the Hartford Licensed Marks are
protected in each such foreign country.

(l) In any country where the law requires the recording of a
licensee as a registered user or a license under any registration for the
Hartford Name and Hartford Licensed Marks, HLI shall fully cooperate with
Hartford Fire in effecting such recording, including the entry into and
execution by HLI of all necessary documents. HLI shall similarly cooperate
with Hartford Fire in withdrawing any such recording upon the expiration or
termination of this Hartford License.

(m) HLI acknowledges and adopts Hartford Fire's high
standards of quality and use, including, but not limited to, those guidelines
set forth in Hartford Fire's Graphics Standards as amended from time to time.
HLI agrees to maintain Hartford Fire's standards of quality and use.

(n) Should Hartford Fire have reason to believe that such
standards of quality and use described in Section 6.01(m) have not been
maintained by HLI then, at the request of Hartford Fire, HLI shall permit a
knowledgeable independent expert or consultant specifically retained by
Hartford Fire to have reasonable access to HLI's premises and personnel during
normal working hours and HLI shall furnish or permit inspection of, at Hartford
Fire's request and without charge to Hartford Fire or to such expert or
consultant, all materials bearing on or used in connection with the Hartford
Name and/or the Hartford Licensed Marks for the purpose of ensuring that HLI is
complying with such quality standards. Any information obtained during such
inspection and provided to Hartford Fire shall be limited to that which
Hartford Fire deems necessary to ensure compliance with such quality standards.
<PAGE> 39

(o) HLI shall furnish to Hartford Fire or to its authorized
designee(s), at Hartford Fire's request, samples of promotional and advertising
material bearing the Hartford Name or Hartford Licensed Marks generated after
the Effective Date. Upon and after the Trigger Date, HLI shall be required to
furnish to Hartford Fire or to its authorized designee(s) samples of
promotional and advertising material bearing the Hartford Name or Hartford
Licensed Marks generated after the Trigger Date. Hartford Fire shall have
reasonable approval rights with respect to such materials consistent with the
standards of quality and use described in Section 6.01(m).

(p) This Hartford License shall be perpetual, subject to the
terms and conditions of this Agreement. This Hartford License is revokable by
Hartford Fire only in the following circumstances:

(i) following the Trigger Date, and other than with
respect to the use of the Hartford Name and/or
Hartford Licensed Marks for the International
Property Casualty Insurance Products, upon the later
of the fifth anniversary of the Effective Date or the
date occurring one year after receipt by HLI from
Hartford Fire of written notice of Hartford Fire's
intention to revoke the Hartford License, subject to
the provisions of Section 6.01(r) (the period
beginning on the later of the date of receipt of such
written notice or the fourth anniversary of the
Effective Date and ending on the first anniversary of
such later date being hereinafter referred to as the
"Notice Period");

(ii) following the Trigger Date, with respect to the use
of the Hartford Name and Hartford Licensed Marks for
International Property Casualty Insurance Products,
six months after receipt by HLI from Hartford Fire of
written notice of Hartford Fire's intention to revoke
the Hartford License, subject to the provisions of
Section 6.01(r) (such period, the "International Product
Period");

(iii) 30 days after receipt by HLI from Hartford Fire of
written notice of HLI's failure in any material
respect to comply with or observe any provision of
this Agreement, which failure shall not have been
cured within such 30-day period; provided, however,
<PAGE> 40

that if HLI can demonstrate that, despite having used
its best efforts to cure such failure within such
30-day period, it has not been able to effect such a
cure, Hartford Fire may, in its sole discretion,
grant HLI additional time in which to effect such a
cure;

(iv) immediately after receipt by HLI from Hartford Fire
of written notice of Hartford Fire's intention to
revoke the Hartford License upon any assignment,
transfer or attempted assignment or transfer, either
by act of HLI or by operation of law, of this
Hartford License or of any of HLI's rights and
obligations hereunder, without Hartford Fire's prior
written consent; and

(v) immediately after receipt by HLI from Hartford Fire
of written notice of Hartford Fire's intention to
revoke the Hartford License upon the insolvency or
bankruptcy of HLI, or the appointment or a receiver,
trustee, liquidator or sequestrator of HLI for any
reason.

(q) Upon receipt by HLI from Hartford Fire of written notice
of revocation pursuant to Section 6.01(p), HLI shall immediately notify any
Hartford Sublicensees of said revocation in writing and deliver a copy of each
such written notification to Hartford Fire.

(r) Upon receipt by HLI from Hartford Fire of notice of
revocation pursuant to Section 6.01(p)(i) or (ii), HLI shall use its best
efforts, and shall cause each of the Hartford Sublicensees to use their
respective best efforts, to:

(i) cease use of the Hartford Name and Hartford Licensed
Marks as soon as reasonably practicable, but in no
event later than (x) in the case of a revocation
pursuant to Section 6.01(p)(i), the end of the Notice
Period and (y) in the case of a revocation pursuant
to Section 6.01(p)(ii), the end of the International
Product Period; and

(ii) during either the Notice Period or the International
Product Period, indicate on any advertising or
marketing materials bearing the Hartford Name or
Hartford Licensed Marks
<PAGE> 41

the type of affiliation or lack thereof between HLI and
The Hartford.

(s) By the end of the Notice Period or International Product
Period pursuant to Section 6.01(p)(i) or (ii), respectively, or upon receipt by
HLI of notice of revocation pursuant to Section 6.01(p)(iii), (iv) or (v) (and,
with respect to Section 6.01(p)(iii), upon completion of the applicable 30-day
period), HLI shall immediately cease, and shall cause any HLI Sublicensees to
cease, any and all use of the Hartford Name and Hartford Licensed Marks,
including, but not limited to, canceling and/or withdrawing all registrations
for the Hartford Name and Hartford Licensed Marks which HLI may have had with
any Secretary of State, state insurance department, regulatory agency and/or
the like ("Governmental Agencies"), provided that HLI shall be given reasonable
time extensions if HLI can demonstrate that, despite its good faith efforts to
cause such cancellation and/or withdrawal, the applicable Governmental Agencies
have not effected such cancellation or withdrawal as of the end of the Notice
Period.

(t) HLI agrees to promptly notify Hartford Fire of any
adverse use of the Hartford Name and/or Hartford Licensed Marks or terms
identical with or confusingly similar to the Hartford Name and/or Hartford
Licensed Marks and agrees to take no action of any kind with respect thereto
except with the express written authorization of Hartford Fire. The
determination of whether or not to take legal action shall lie in the sole
discretion of Hartford Fire.

(u) HLI agrees to indemnify, defend and hold harmless
Hartford Fire and its Subsidiaries, and their respective employees, officers,
directors and agents, from and against any and all claims, demands, suits,
actions, damages and judgments brought or obtained by a third party of whatever
type or kind arising out of any use of the Hartford Name or Hartford Licensed
Marks by HLI or any Hartford Sublicensee, or any breach by HLI or any Hartford
Sublicensee of any of the terms and conditions of this Hartford License or any
Hartford Sublicense, as applicable; provided, however, that Hartford Fire shall
cooperate with and assist HLI with respect to any such claim by (i) promptly
notifying HLI of any such claim, (ii) agreeing to be defended by counsel of
HLI's choice and to any reasonable settlement proposed by HLI and (iii)
promptly providing to HLI any reasonably requested documents in its possession,
custody or control. HLI shall reimburse Hartford Fire for all expenses
reasonably incurred in effecting such cooperation.
<PAGE> 42

(v) Hartford Fire agrees to indemnify, defend and hold
harmless HLI and its Subsidiaries, and their respective employees, officers,
directors and agents, from and against any and all claims, demands, suits,
actions, damages and judgments brought or obtained by a third party of whatever
type or kind arising out of any use of the Hartford Name or Hartford Licensed
Marks by Hartford Fire or any of its Subsidiaries (other than HLI and its
Subsidiaries), any breach by Hartford Fire or any of its Subsidiaries (other
than HLI and its Subsidiaries) of any of the terms and conditions of this
Hartford License or any Hartford Sublicense, as applicable, or any and all
claims that arise out of an assertion that use of the Hartford Name or Hartford
Licensed Marks infringes the trademarks or tradenames of a third party;
provided, however, that HLI shall cooperate with and assist Hartford Fire with
respect to any such claim by (i) promptly notifying Hartford Fire of any such
claim, (ii) agreeing to be defended by counsel of Hartford Fire's choice and to
any reasonable settlement proposed by Hartford Fire and (iii) promptly
providing to Hartford Fire any reasonably requested documents in its
possession, custody or control. Hartford Fire shall reimburse HLI for all
expenses reasonably incurred in effecting such cooperation.

(w) This Hartford License and any part thereof may be
transferred or assigned by Hartford Fire without the consent of HLI and shall
inure solely to the benefit of Hartford Fire's successors or assigns.

(x) This Hartford License shall be assignable by HLI subject
to the prior written consent of Hartford Fire. Hartford Fire shall be under no
obligation to grant such written consent if, in Hartford Fire's sole
discretion, such assignment may jeopardize or otherwise be detrimental to the
valuable good will and reputation that Hartford Fire enjoys in the Hartford
Name and/or Hartford Licensed Marks. HLI acknowledges that any such assignment
shall be subject to all the terms and conditions in this Hartford License,
including, but not limited to, the termination provisions and the third party
beneficiary right of Hartford Fire to enforce the terms of the Hartford
License.

SECTION 6.02. ITT Trade Name and Trademark Sublicense.

(a) Each of Hartford Fire and ITT Sheraton is a party to a
Trade Name and Service Mark License Agreement effective as of November 1, 1995
(the "ITT Agreement"), a copy of which is attached hereto as Exhibit 6.02(a),
pursuant to which ITT Sheraton licensed to Hartford Fire the right to use the
ITT Name and ITT Marks (as defined in
<PAGE> 43

Sections 1.01(p) and (o), respectively, of the ITT Agreement), in accordance
with the terms and conditions of the ITT Agreement, including the right to
grant sublicenses to certain Hartford Fire subsidiaries that qualify as "ITT
Hartford Sublicensees" pursuant to Section 1.01(w) of the ITT Agreement.

(b) Hartford Fire agrees to sublicense to HLI and/or any of
HLI's Subsidiaries that qualify as ITT Hartford Sublicensees pursuant to
Section 1.01(w) of the ITT Agreement (each, an "HLI Sublicensee") the right to
use the ITT Name and/or ITT Marks in the same manner and to the same extent as
was granted to Hartford Fire pursuant to the ITT Agreement, in accordance with
the terms and conditions of the ITT Agreement, provided that HLI and each of
HLI's Subsidiaries desiring to use the ITT Name and/or ITT Marks shall have
executed (i) a Sublicense Agreement to use the ITT Name and/or ITT Marks (an
"ITT Sublicense"), in the form attached hereto as Exhibit 6.02(b)(1), and (ii)
a Sublicensee Acknowledgment and Agreement, in the form attached hereto as
Exhibit 6.02(b)(2). A royalty shall be charged to any international Subsidiary
for the use of the ITT Name and/or ITT Marks, which shall be governed by and
determined in accordance with the terms and conditions of the General Relations
Agreement to be executed by HLI (or one of the HLI Subsidiaries) and the HLI
Sublicensee, in the form attached hereto as Exhibit 6.01(e)(3).

(c) An international Subsidiary of HLI that fails to qualify
as an "ITT Hartford Sublicensee" pursuant to Section 1.01(w) of the ITT
Agreement based on the criteria specified in the ITT Agreement, but desires to
use the ITT Name and/or ITT Marks, may request that Hartford Fire grant it the
right to use the ITT Name and/or ITT Marks; Hartford Fire and ITT Sheraton
shall consider such a request and may, on a case by case basis, in their sole
discretion, agree to grant such Subsidiary the right to use the ITT Name and/or
ITT Marks on the same terms as the HLI Sublicensees or on a more restricted
basis.

(d) Each ITT Sublicense granted by Hartford Fire to HLI
and/or any of HLI's Subsidiaries shall terminate on the earlier of (i) the
earliest termination date specified in the ITT Agreement and (ii) the Trigger
Date; provided, however, that if HLI provides an indemnity to The Hartford to
cover any resulting liabilities in the form of Exhibit 6.02(d), HLI may elect
to have each ITT Sublicense terminate only upon the earliest termination date
specified in the ITT Agreement.
<PAGE> 44

ARTICLE VII

Information

SECTION 7.01. Provision of Corporate Records. (a) Subject
to applicable law and privileges, from and after the Effective Date, upon the
prior written request by The Hartford for specific and identified agreements,
documents, books, records or files, including, without limitation, computer
files, microfiche, tape recordings and photographs (collectively, "Records"),
relating to or affecting The Hartford, HLI shall arrange, as soon as reasonably
practicable following the receipt of such written request, for the provision of
appropriate copies of such Records (or the originals thereof if the party
making the request has a reasonable need for such originals) in the possession
of HLI or any of its Subsidiaries, but only to the extent such items are not
already in the possession of the requesting party.

(b) Subject to applicable law and privileges, from and after
the Effective Date, upon the prior written request by HLI for specific and
identified Records relating to or affecting HLI, The Hartford shall arrange, as
soon as reasonably practicable following the receipt of such request, for the
provision of appropriate copies of such Records (or the originals thereof if
the party making the request has a reasonable need for such originals) in the
possession of The Hartford or any of its Subsidiaries, but only to the extent
such items are not already in the possession of the requesting party.

SECTION 7.02. Access to Information. (a) Subject to
applicable law and privileges, from and after the Effective Date, each of HLI
and The Hartford shall afford to the other and its authorized accountants,
counsel and other designated representatives reasonable access during normal
business hours, subject to appropriate restrictions for classified, privileged
or confidential information, to the personnel, properties, books and records of
such party and its Subsidiaries insofar as such access is reasonably required
by the other party.

(b) Subject to applicable law and privileges, from and after
the Effective Date, each of HLI and The Hartford shall provide to the other,
promptly following such time at which such documents shall be filed with the
Commission, all documents that shall be filed by it and any of its Subsidiaries
with the Commission pursuant to the periodic and interim reporting requirements
of the Exchange Act.
<PAGE> 45

SECTION 7.03. Reimbursement; Other Matters. Except to the
extent otherwise contemplated by any Ancillary Agreement, a party providing
Records or access to information to another party hereto pursuant to this
Article VII shall be entitled to receive from the recipient, upon the
presentation of invoices therefor, payments for such amounts, relating to
supplies, disbursements and other out-of-pocket expenses, as may be reasonably
incurred in providing such Records or access to information.

SECTION 7.04. Confidentiality. Each of HLI and The Hartford
shall not use or permit the use of (without the prior written consent of the
other party) and shall hold, and shall cause its consultants and advisors to
hold, in strict confidence, all information concerning the other party in its
possession, its custody or under its control (except to the extent that (x)
such information has been in the public domain through no fault of such party,
(y) such information has been later lawfully acquired from other sources by
such party or (z) this Agreement or any other Ancillary Agreement permits the
use or disclosure of such information), and each party shall not (without the
prior written consent of the other) otherwise release or disclose such
information to any other Person, except as necessary to such party's auditors
and attorneys, unless compelled to disclose such information by judicial or
administrative process or unless such disclosure is required by law and such
party has used commercially reasonable efforts to consult with the other
affected party or parties prior to such disclosure. To the extent that a party
hereto is compelled by judicial or administrative process to disclose such
information under circumstances in which any evidentiary privilege may be
available, such party agrees to assert such privilege in good faith prior to
making such disclosure. Each of the parties hereto agrees to immediately
consult with the other party in connection with any such judicial or
administrative process, including, without limitation, in determining whether
any privilege is available, and further agrees to allow each such relevant
party and its counsel to participate in any hearing or other proceeding
(including, without limitation, any appeal of an initial order to disclose) in
respect of such disclosure and assertion of privilege.
<PAGE> 46

ARTICLE VIII

Assumption and Satisfaction of Liabilities;
Rights and Assets Relating to Shared Liabilities

(a) From and after the date hereof, (i) The Hartford shall
assume, pay, perform and discharge all The Hartford Liabilities and (ii) HLI
shall assume, pay, perform and discharge all HLI Liabilities.

(b) The parties hereto shall be entitled to share in any
rights and assets (including recoveries, claims and proceeds of asset sales)
that relate to Shared Liabilities (including Insurance Proceeds received under
any Insurance to the extent such Insurance Proceeds are allocable among the
parties) in the same proportion as Shared Liabilities shall be allocated
between such parties.

ARTICLE IX

Indemnification

SECTION 9.01. General Cross Indemnification. (a) Except as
otherwise specifically set forth in any provision of this Agreement, including
Article X of this Agreement relating to Tax Claims, or of any Ancillary
Agreement, as of the Effective Date, The Hartford shall indemnify, defend and
hold harmless the HLI Indemnitees from and against any and all Indemnifiable
Losses of the HLI Indemnities arising out of, by reason of or otherwise in
connection with (i) The Hartford Liabilities, (ii) the breach by The Hartford
or any of its Subsidiaries (other than HLI and its subsidiaries) of any
provision of this Agreement or any Ancillary Agreement and (iii) any third
party claims that any employee of any member of The Hartford Affiliate Group
acted with gross negligence or willful misconduct in connection with the
performance of the Hartford Services or the administration of The Hartford
Benefit Plans, except to the extent that Indemnifiable Losses were caused
directly or indirectly by acts or omissions of any member of the HLI Affiliated
Group; provided, however, that in the case of any of The Hartford Benefit
Plans, such member of the HLI Affiliated Group's right of indemnification shall
also extend to claims of HLI Employees but shall not extend to any
Indemnifiable Losses that otherwise would have been owed in the absence of such
gross negligence or willful misconduct.

(b) Except as otherwise specifically set forth in any
provision of this Agreement or any Ancillary Agreement, including Article X of
this Agreement relating to Tax
<PAGE> 47

Claims, HLI shall indemnify, defend and hold harmless The Hartford Indemnitees
from and against any and all Indemnifiable Losses arising out of, by reason of
or otherwise in connection with (i) the HLI Liabilities, (ii) any breach by HLI
or any of its Subsidiaries of any provision of this Agreement or any Ancillary
Agreement, (iii) obligations or liabilities of any member of The Hartford
Affiliated Group, in whatever form, under or in respect of any guarantees
entered into by such member for the benefit of any member of the HLI Affiliated
Group and (iv) any third party claims that any member of the HLI Affiliated
Group acted with gross negligence or willful misconduct in connection with the
HLI Services or the administration of the HLI Benefit Plans, except to the
extent that Indemnifiable Losses were caused directly or indirectly by acts or
omissions of any member of The Hartford Affiliated Group; provided, however,
that in the case of any of the HLI Benefit Plans, such member of The Hartford
Affiliated Group's right of indemnification shall also extend to claims of The
Hartford Employees but shall not extend to any Indemnifiable Losses that
otherwise would have been owed in the absence of such gross negligence or
willful misconduct.

(c) The indemnity agreement contained in this Section 9.01
shall be applicable whether or not any Action or the facts or transactions
giving rise to such Action arose prior to, on or subsequent to the date of this
Agreement.

SECTION 9.02. Registration Statement Indemnification. (a)
HLI shall indemnify and hold harmless, to the full extent permitted by law, The
Hartford and its Subsidiaries (other than any of the HLI Affiliated Group) in
respect of the Registration Statement and Prospectus in connection with the
Initial Public Offering, Holders of Registrable Securities whose Registrable
Securities are covered by a Registration Statement or Prospectus, the officers,
directors, employees and agents of each of them, each Person who controls any
of them (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) and the officers, directors, employees and agents of each
such controlling Person (each, a "Registration Indemnitee"), from and against
any and all Indemnifiable Losses arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in such
Registration Statement or Prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as the same is based
<PAGE> 48

on written information furnished to HLI by or on behalf of any Registration
Indemnitee specifically for inclusion therein; provided, however, that HLI
shall not be liable to any such Registration Indemnitee to the extent that any
such Indemnifiable Losses arise out of or are based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any
preliminary prospectus if (i) having previously been furnished by or on behalf
of HLI with copies of the Prospectus, such Registration Indemnitee failed to
send or deliver a copy of the Prospectus with or prior to the delivery of
written confirmation of the sale of Registrable Securities by such Registration
Indemnitee to the Person asserting the claim from which such Losses arise and
(ii) the Prospectus would have corrected in all material respects such untrue
statement or alleged untrue statement or such omission or alleged omission; and
provided further that HLI shall not be liable in any such case to the extent
that any such Indemnifiable Losses arise out of or are based upon an untrue
statement or alleged untrue statement or omission or alleged omission in the
Prospectus, if (x) such untrue statement or alleged untrue statement, omission
or alleged omission is corrected in all material respects in an amendment or
supplement to the Prospectus and (y) having previously been furnished by or on
behalf of HLI with copies of the Prospectus as so amended or supplemented, such
Registration Indemnitee thereafter fails to deliver such Prospectus as so
amended or supplemented, prior to or concurrently with the sale of Registrable
Securities. This indemnity agreement will be in addition to any liability that
HLI may otherwise have.

(b) In connection with any Registration Statement in
which a Holder is participating, such Holder shall furnish to HLI in writing
such information as HLI reasonably requests in connection with such
Registration Statement or the related Prospectus and shall indemnify and hold
harmless, to the full extent permitted by law, HLI, its officers, directors,
employees and agents, each Person who controls HLI (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, employees or agents of such controlling Persons, to the
same extent as the foregoing indemnity from HLI to each Registration Indemnitee
described in Section 9.02(a), but only with reference to written information
relating to such Holder furnished to HLI by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Holder may otherwise have.
<PAGE> 49

SECTION 9.03. Limitations on Indemnification Obligations.
The amount that any party (an "Indemnifying Party") is or may be required to
pay to any other Person (an "Indemnitee") pursuant to Section 9.01 or 9.02, as
applicable, shall be reduced (retroactively or prospectively) by any Insurance
Proceeds or other amounts actually recovered by or on behalf of such Indemnitee
in respect of the related Indemnifiable Loss. If an Indemnitee shall have
received the payment required by this Agreement from an Indemnifying Party in
respect of an Indemnifiable Loss and shall subsequently actually receive
Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, then
such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount
of such Insurance Proceeds or other amounts actually received, up to the
aggregate amount of any payments received from such Indemnifying Party pursuant
to this Agreement in respect of such Indemnifiable Loss.

SECTION 9.04. Procedures for Indemnification. (a) Third
Party Claims (other than in respect of Shared Liabilities). If a claim or
demand is made against an Indemnitee by any Person who is not a party to this
Agreement (a "Third Party Claim") as to which such Indemnitee is entitled to
indemnification pursuant to this Agreement, such Indemnitee shall notify the
Indemnifying Party in writing, and in reasonable detail, of the Third Party
Claim promptly (and in any event within 15 business days) after receipt by such
Indemnitee of written notice of the Third Party Claim; provided, however, that
failure to give such notification shall not affect the indemnification provided
hereunder except to the extent the Indemnifying Party shall have been actually
prejudiced as a result of such failure (except that the Indemnifying Party
shall not be liable for any expenses incurred during the period in which the
Indemnitee failed to give such notice). Thereafter, the Indemnitee shall
deliver to the Indemnifying Party, promptly (and in any event within 15
business days) after the Indemnitee's receipt thereof, copies of all notices
and documents (including court papers) received by the Indemnitee relating to
the Third Party Claim.

If a Third Party Claim is made against an Indemnitee, the
Indemnifying Party shall be entitled to participate in the defense thereof and,
if it so chooses and acknowledges in writing its obligation to indemnify the
Indemnitee therefor, to assume the defense thereof with counsel selected by the
Indemnifying Party; provided that such counsel is not reasonably objected to by
the Indemnitee. Should the Indemnifying Party so elect to assume the defense
of a Third Party Claim, the Indemnifying Party shall not be liable to the
Indemnitee for legal or
<PAGE> 50

other expenses subsequently incurred by the Indemnitee in connection with the
defense thereof. If the Indemnifying Party assumes such defense, the
Indemnitee shall have the right to participate in the defense thereof and to
employ counsel, at its own expense, separate from the counsel employed by the
Indemnifying Party, it being understood that the Indemnifying Party shall
control such defense. The Indemnifying Party shall be liable for the fees and
expenses of counsel employed by the Indemnitee for any period during which the
Indemnifying Party has failed to assume the defense thereof (other than during
the period prior to the time the Indemnitee shall have given notice of the
Third Party Claim as provided above). If the Indemnifying Party so elects to
assume the defense of any Third Party Claim, all the Indemnitees shall
cooperate with the Indemnifying Party in the defense or prosecution thereof.

If the Indemnifying Party acknowledges in writing liability
for a Third Party Claim, then in no event shall the Indemnitee admit any
liability with respect to, or settle, compromise or discharge, such Third Party
Claim without the Indemnifying Party's prior written consent; provided,
however, that the Indemnitee shall have the right to settle, compromise or
discharge such Third Party Claim without the consent of the Indemnifying Party
if the Indemnitee releases the Indemnifying Party from its indemnification
obligation hereunder with respect to such Third Party Claim and such
settlement, compromise or discharge would not otherwise adversely affect the
Indemnifying Party. If the Indemnifying Party acknowledges in writing
liability for a Third Party Claim, the Indemnitee shall agree to any
settlement, compromise or discharge of a Third Party Claim that the
Indemnifying Party may recommend and that by its terms obligates the
Indemnifying Party to pay the full amount of the liability in connection with
such Third Party Claim and releases the Indemnitee completely in connection
with such Third Party Claim and that would not otherwise adversely affect the
Indemnitee; provided, however, that the Indemnitee may refuse to agree to any
such settlement, compromise or discharge if the Indemnitee agrees that the
Indemnifying Party's indemnification obligation with respect to such Third
Party Claim shall not exceed the amount that would be required to be paid by or
on behalf of the Indemnifying Party in connection with such settlement,
compromise or discharge.

Notwithstanding the foregoing, the Indemnifying Party shall
not be entitled to assume the defense of any Third Party Claim (and shall be
liable for the fees and expenses of counsel incurred by the Indemnitee in
defending such Third Party Claim) if the Third Party Claim seeks an order,
injunction or other equitable relief or relief for
<PAGE> 51

other than money damages against the Indemnitee which the Indemnitee reasonably
determines, after conferring with its counsel, cannot be separated from any
related claim for money damages. If such equitable relief or other relief
portion of the Third Party Claim can be so separated from that for money
damages, the Indemnifying Party shall be entitled to assume the defense of the
portion relating to money damages.

This Section 9.04(a) shall govern all claims under this
Article IX for indemnification against Third Party Claims except Third Party
Claims in respect of Shared Liabilities, as to which Section 9.04(b) shall
govern.

(b) Third Party Claims in Respect of Shared Liabilities. If
a Third Party Claim in respect of a Shared Liability is made against an
Indemnitee, such Indemnitee shall notify the Indemnifying Party in writing, and
in reasonable detail, of the Third Party Claim promptly (and in any event
within 15 business days) after receipt by such Indemnitee of written notice of
the Third Party Claim; provided, however, that failure to give such
notification shall not affect the indemnification provided hereunder except to
the extent an Indemnifying Party shall have been actually prejudiced as a
result of such failure (except that the Indemnifying Party shall not be liable
for any expenses incurred during the period in which the Indemnitee failed to
give such notice). Thereafter, the Indemnitee shall deliver to the
Indemnifying Parties, promptly (and in any event within 15 business days) after
the Indemnitee's receipt thereof, copies of all notices and documents
(including court papers) received by the Indemnitee relating to the Third Party
Claim.

The Indemnifying Party shall be entitled to participate in the
defense of such Third Party Claim subject to the following provisions of this
paragraph. Without limiting the terms of Section 9.01 or 9.02, as applicable,
the Indemnitee and Indemnifying Party shall use commercially reasonable efforts
to agree as soon as reasonably practicable upon a party (the "Managing Party")
which shall have management and administrative responsibility in respect of the
Third Party Claim against the Indemnitee. Such management and administrative
responsibility shall entail the defense of such Third Party Claim, negotiation
with claimants and potential claimants (subject to the limitations in the
following paragraph) and other reasonably related activities. If the
Indemnifying Party acknowledges in writing its obligations to indemnify the
Indemnitee for the Third Party Claim to the extent contemplated by this
Agreement, and the Indemnifying Party is selected as the Managing Party, such
Indemnifying Party may assume the
<PAGE> 52

defense thereof with counsel selected by such Indemnifying Party; provided that
such counsel is not reasonably objected to by the Indemnitee. If there is a
Managing Party and such party conducts the defense of the Third Party Claim,
the legal or other expenses in respect of such Third Party Claim incurred by or
on behalf of any Person other than such Managing Party shall not be
Indemnifiable Losses for purposes of this Agreement; provided, however, the
Indemnifying Party shall be liable for fees and expenses of counsel employed by
the Indemnitee for any period during which the Indemnifying Party, in its
capacity as Managing Party, has failed to assume the defense thereof (other
than during the period prior to the time the Indemnitee shall have given notice
of such Third Party Claim as provided above), but only to the extent
contemplated by the final paragraph of this Section 9.04(b). If there is a
Managing Party and such party conducts the defense of the Third Party Claim,
the Managing Party shall control the defense of such Third Party Claim,
although the Indemnitee (if not the Managing Party) shall have the right to
participate in such defense and to employ counsel, at its own expense, separate
from the counsel employed by the Managing party. The Indemnitee and the
Indemnifying Party shall cooperate with any Managing Party and each other in
the defense or prosecution of such Third Party Claim.

If the Indemnifying Party acknowledges in writing liability
for such Third Party Claim to the extent contemplated by this Agreement, then
in no event shall the Indemnitee admit any liability with respect to, or
settle, compromise or discharge, any such Third Party Claim without the
Indemnifying Party's prior written consent; provided, however, that the
Indemnitee shall have the right to settle, compromise or discharge such Third
Party Claim without the consent of the Indemnifying Party if the Indemnitee
releases the Indemnifying Party from its indemnification obligation hereunder
with respect to such Third Party Claim and such settlement, compromise or
discharge would not otherwise adversely affect the Indemnifying Party. If the
Indemnifying Party acknowledges in writing liability for such Third Party
Claim, the Indemnitee shall agree to any settlement, compromise or discharge of
such Third Party Claim that the Managing Party may recommend and that by its
terms obligates the Indemnifying Party to pay the full amount of the liability
in connection with such Third Party Claim and releases the Indemnitee
completely in connection with such Third Party Claim (or portion thereof, as
applicable) and that would not otherwise adversely affect the Indemnitee;
provided, however, that the Indemnitee may refuse to agree to any such
settlement, compromise or discharge if the Indemnitee agrees that the
Indemnifying Party's indemnification obligations with respect to such
<PAGE> 53

Third Party Claim shall not exceed the amount that would be required to be paid
by or on behalf of such Indemnifying Party in connection with such settlement,
compromise or discharge.

Notwithstanding the foregoing, the Indemnifying Party shall
not be entitled to assume the defense of such Third Party Claim (and shall be
liable for the fees and expenses of counsel incurred by the Indemnitee in
defending such Third Party Claim to the extent contemplated by this Agreement)
if the Third Party Claim seeks an order, injunction or other equitable relief
or relief for other than money damages against the Indemnitee which the
Indemnitee reasonably determines, after conferring with its counsel, cannot be
separated from any related claim for money damages. If such equitable relief
or other relief portion of the Third Party Claim can be so separated from that
for money damages, the Indemnifying Party shall be entitled to assume the
defense of the portion relating to money damages as contemplated above.

Legal and other expenses incurred in connection with each such
Third Party Claim which are Indemnifiable Losses shall be shared by the parties
in the same proportions in which the related Shared Liability is shared.

SECTION 9.05. Indemnification Payments. Indemnification
required by this Article IX shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills
are received or loss, liability, claim, damage or expense is incurred.

SECTION 9.06. Other Adjustments. (i) The amount of any
Indemnifiable Loss shall be (x) increased to take into account any net Tax cost
actually incurred by the Indemnitee arising from any payments received from the
Indemnifying Party (grossed up for such increase) and (y) reduced to take
account of any net Tax benefit actually realized by the Indemnitee arising from
the incurrence or payment of any such Indemnifiable Loss. In computing the
amount of such Tax cost or Tax benefit, the Indemnitee shall be deemed to
recognize all other items of income, gain, loss, deduction or credit before
recognizing any item arising from the receipt of any payment with respect to an
Indemnifiable Loss or the incurrence or payment of any Indemnifiable Loss.

(ii) In addition to any adjustments required pursuant to
Section 9.04 or clause (i) of this Section 9.06, if the amount of any
Indemnifiable Loss shall, at any time subsequent to the payment required by
this Agreement, be reduced by recovery, settlement or otherwise, the amount of
<PAGE> 54

such reduction, less any expenses incurred in connection therewith, shall
promptly be repaid by the Indemnitee to the Indemnifying Party, up to the
aggregate amount of any payments received from such Indemnifying Party pursuant
to this Agreement in respect of such Indemnifiable Loss.

ARTICLE X

Tax Indemnification

SECTION 10.01. ITT Spin-Off. To the extent The Hartford is
liable to make any payments to ITT Industries, Inc., or to any Taxing
Authority, for any Tax Liability pursuant to the ITT Tax Allocation Agreement
and the allocation among The Hartford Affiliated Group and the HLI Affiliated
Group of liability for any such payment is not otherwise provided for under the
Tax Sharing Agreement (or any predecessor version thereof) (each, a "Shared Tax
Liability"), 70% of each such Shared Tax Liability shall be an obligation of
the Hartford and 30% of each such Shared Tax Liability shall be an obligation
of the HLI. Shared Tax Liabilities shall include, but not be limited to, any
Tax Liability (i) pursuant to paragraph 15 of the ITT Tax Allocation Agreement
and (ii) of or with respect to any business listed on Schedule 1.01(d) of the
Distribution Agreement dated as of November 1, 1995, among ITT Corporation, ITT
Destinations, Inc. and The Hartford (as provided in paragraphs 8(d) and (g) of
the ITT Tax Allocation Agreement). HLI shall make, or shall cause its
Subsidiaries to make, payment with respect to any such Shared Tax Liability in
accordance with Section 10.03(c).

SECTION 10.02. Intercompany Transfers of Property and
Services. (a) Any sales or use tax arising from or imposed upon the transfer
of property or services by The Hartford or any of its Subsidiaries (other than
HLI and its Subsidiaries) to HLI or any of its Subsidiaries, or by HLI or any
of its Subsidiaries to The Hartford or any of its Subsidiaries (other than HLI
and its Subsidiaries), after the Effective Date shall be the liability of the
company receiving such property or services.

(b) Any payroll tax attributable to 1997 that arises from the
employment by HLI after the Effective Date of individuals who performed
services for HLI or any of its Subsidiaries during 1997 shall be the liability
of HLI.

(c) HLI shall, and shall cause its Subsidiaries, or The
Hartford shall, and shall cause its Subsidiaries (other than HLI and its
Subsidiaries) (each group, an "Indemnifiable Group"), as applicable, to
indemnify the other Indemnifiable Group for any taxes, including interest and
penalties thereon (regardless of which Indemnifiable Group member taxes are
imposed upon), attributable to, or otherwise arising as a result of, the
exercise by the Internal Revenue Service, or any other governmental revenue
authority, of the authority granted under Section 482 of the Internal Revenue
Code or any similar statutory provision, to distribute, apportion or allocate
gross income, deductions,
<PAGE> 55

credits or allowances between or among The Hartford Affiliated Group and the
HLI Affiliated Group, as applicable.

SECTION 10.03. Special Procedures Regarding Tax Claims. (a)
Any claims for indemnification arising under Section 10.01 or 10.02 are
hereinafter referred to as "Tax Claims".

(b) Articles II and IV of the Tax Sharing Agreement shall
govern all Tax controversies with respect to all Tax Claims, notwithstanding
any inconsistency between any of the provisions of this Agreement and Articles
II and IV of the Tax Sharing Agreement. Further, Section 5.2 of the Tax
Sharing Agreement shall govern the meaning, interpretation, application or
enforceability of any of the provisions of this Agreement with respect to Tax
Claims, notwithstanding any inconsistency between any of the provisions of this
Agreement and Section 5.2 of the Tax Sharing Agreement.

(c) Indemnification required by this Article X shall be
made within 24 hours of receipt of a written request from an indemnifiable
party. Such indemnifiable party shall attach to such written request
documentation in support of such Tax Claim.

(d) The amount of any indemnification payment in respect
of any Tax Claim shall be (x) increased to take account any net Tax cost
actually incurred by the Indemnitee arising from any indemnification payments
received from the Indemnifying Party (grossed up for such increase) and (y)
reduced to take account of any immediate net Tax benefit actually realized by
the Indemnitee arising from the incurrence or payment of any such
indemnification payment. In computing the amount of such Tax cost or Tax
benefit, the Indemnitee shall be deemed to recognize all other items of income,
gain, loss, deduction or credit before recognizing any item arising from the
receipt of any indemnification payment in respect of any Tax Claim or the
incurrence or payment of any indemnification payment in respect of any Tax
Claim.

(e) If the amount of any indemnification claim in respect of
any Tax Claim shall, at any time subsequent to the payment required by this
Agreement, be reduced by recovery, settlement or otherwise, the amount of such
reduction, less any expenses incurred in connection therewith, shall promptly be
repaid by the Indemnitee to the Indemnifying Party, up to the aggregate amount
of any indemnification payments received from such Indemnifying
<PAGE> 56

Party pursuant to this Agreement in respect of any Tax Claim.

ARTICLE XI

Acknowledgments

SECTION 11.01. ITT Spin-Off Distribution Agreement. HLI
hereby acknowledges and agrees to be bound by the terms of all agreements
related to the ITT Spin-Off including but not limited to the Distribution
Agreement, to the same extent as The Hartford.

SECTION 11.02. Intercompany Distribution Arrangement. The
Hartford hereby acknowledges and agrees that HLI shall have the exclusive right
to distribute the following of its products through the Hartford: stop loss,
terminal funding and structured settlements and such additional HLI products as
determined by mutual agreement between HLI and The Hartford. The Hartford also
will not solicit or encourage any of its independent agents to (x) sell or
endorse any products of another company similar in type and nature to such HLI
products described above or (y) transfer any of such independent agents' in
force business with respect to such HLI products to the products of another
company.

ARTICLE XII

Term of Agreement

SECTION 12.01. Termination. (a) Except as otherwise
provided in this Article XII or as otherwise agreed in writing by the parties
hereto, this Agreement shall be subject to termination by either The Hartford
or HLI, upon six months' prior written notice, after the Trigger Date.

(b) The Hartford may, at its option, terminate this Agreement
as it relates to any Hartford Service provided in connection with any HLI
Benefit Plan if The Hartford would otherwise be required to provide such
Hartford Service and such Hartford Service is not substantially similar to a
corresponding plan or program of The Hartford (as such plans and programs of
The Hartford exist from time to time) or if the method of delivering a Hartford
Service would no longer be substantially similar to the manner in which such
Hartford Service was delivered to the HLI Affiliated Group, as such delivery
may change from time to time.
<PAGE> 57

(c) The Hartford may terminate any Hartford Service at any
time if HLI shall have failed to perform any of its material obligations under
this Agreement relating to any such Hartford Service, The Hartford has notified
HLI in writing of such failure and such failure shall have continued for a
period of 60 days after receipt by HLI of notice of such failure.

(d) HLI may terminate any HLI Service at any time if The
Hartford shall have failed to perform any of its material obligations under
this Agreement relating to any such HLI Service, provided HLI has notified The
Hartford in writing of such failure and such failure shall have continued for a
period of 60 days after receipt by The Hartford of notice of such failure.

SECTION 12.02. Effect of Termination. (a) Other than as
required by law, upon termination of any Service pursuant to Section 12.01, and
upon termination of this Agreement in accordance with its terms, The Hartford
or HLI, as applicable, will have no further obligation to provide the
terminated Service (or any Service, in the case of termination of this
Agreement) and HLI or The Hartford, as applicable, shall have no obligation to
pay any costs relating to such Services or make any other payments hereunder;
provided that notwithstanding any such termination (i) HLI and/or The Hartford,
as applicable, shall remain liable to The Hartford and/or HLI, as applicable,
for costs owed and payable in respect of Services provided prior to the
effective date of such termination or any costs attributable to, arising out of
or in connection with such termination (including, but not limited to,
severance costs, long-term lease obligations and rent) and, for the avoidance
of ambiguity, The Hartford and HLI each acknowledge that any such termination
costs shall not be deemed to be Shared Liabilities, and (ii) The Hartford
and/or HLI, as applicable, shall continue to charge HLI and/or The Hartford, as
applicable, for administrative and program costs relating to benefits provided
after but incurred prior to the termination of any Service and other services
required to be provided after the termination of such Service and HLI and/or
The Hartford, as applicable, shall be obligated to pay such costs in accordance
with the terms of this Agreement.

(b) Following termination of any Service under this
Agreement, The Hartford and HLI agree to cooperate in providing for an orderly
transition of such Service to HLI or The Hartford, as applicable, or to a
successor service provider. Without limiting the foregoing, The Hartford
agrees to (i) provide to HLI, within 90 days of the termination all Services in
respect of any HLI Benefit
<PAGE> 58

Plans, with copies in a format designated by The Hartford, of all records
relating directly or indirectly to benefit determinations of the HLI Affiliated
Group, including, but not limited to, compensation and service records,
correspondence, plan interpretive policies, plan procedures, administration
guidelines, minutes or any data or records required to be maintained by law and
(ii) work with HLI in developing a reasonable transition schedule.

SECTION 12.03. Survival of Termination. Notwithstanding any
provisions in this Agreement to the contrary, any obligations of or covenants
and agreements made by each of The Hartford, HLI and Hartford Fire under this
Article XII and Articles V, VI, VIII, IX and X and Sections 3.03 and 7.02 shall
survive (i) the sale or other transfer by either of them of any assets or
businesses or the assignment by either of them of any Liabilities, with respect
to any Indemnifiable Loss of any Indemnitee related to such assets, businesses
or Liabilities and (ii) the termination of this Agreement, and shall continue
in full force and effect (subject to the terms of such provisions).

ARTICLE XIII

Miscellaneous

SECTION 13.01. Complete Agreement; Construction. This
Agreement, including the Exhibits and Schedules, and the Ancillary Agreements
shall constitute the entire agreement between the parties with respect to the
subject matter hereof and shall supersede all previous negotiations,
commitments and writings with respect to such subject matter. In the event of
any inconsistency between this Agreement and any Exhibit or Schedule hereto,
such Exhibit or Schedule shall prevail. Notwithstanding any other provisions
in this Agreement to the contrary, in the event and to the extent that there
shall be a conflict between the provisions of this Agreement and the provisions
of any Ancillary Agreement, such Ancillary Agreement shall control.

SECTION 13.02. Ancillary Agreements. This Agreement is not
intended to address, and should not be interpreted to address, the matters
specifically and expressly covered by the Ancillary Agreements. In the event
of any inconsistency between this Agreement and any Ancillary Agreement, the
terms of such Ancillary Agreement shall govern.

SECTION 13.03. Counterparts. This Agreement may be executed
in one or more counterparts, all of which shall be considered one and the same
agreement, and shall become
<PAGE> 59

effective when one or more such counterparts have been signed by each of the
parties and delivered to the other parties.

SECTION 13.04. Notices. All notices and other communications
hereunder shall be in writing and hand delivered or mailed by registered or
certified mail (return receipt requested) or sent by any means of electronic
message transmission with delivery confirmed (by voice or otherwise) to the
parties at the following addresses (or at such other addresses for a party as
shall be specified by like notice) and shall be deemed given on the date on
which such notice is received:

To HLI:

200 Hopmeadow Street
Simsbury, CT 06089

Attention: Lynda Godkin, General Counsel

Telephone: (860) 843-3153
Facsimile: (860) 843-8665

To The Hartford:

Hartford Plaza
Hartford, CT 06115

Attention: Michael S. Wilder, General Counsel

Telephone: (860) 547-5484
Facsimile: (860) 547-6845

SECTION 13.05. Waivers. The failure of either party to
require strict performance by the other party of any provision in this
Agreement shall not waive or diminish that party's right to demand strict
performance thereafter of that or any other provision hereof.

SECTION 13.06. Amendments. This Agreement may not be
modified or amended except by an agreement in writing signed by the parties.

SECTION 13.07. Assignment. This Agreement shall be
assignable, other than as provided in Section 6.01(x), in whole in connection
with a merger or consolidation or the sale of all or substantially all the
assets of a party hereto so long as the resulting, surviving or transferee
entity assumes all the obligations of the relevant party hereto by operation of
law or pursuant to an agreement in form and substance reasonably satisfactory
to the other
<PAGE> 60

party to this Agreement. Otherwise this Agreement shall not be assignable, in
whole or in part, directly or indirectly, by any party hereto without the prior
written consent of the others, and any attempt to assign any rights or
obligations arising under this Agreement without such consent shall be void.

SECTION 13.08. Successors and Assigns. The provisions of
this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the parties and their respective permitted successors and
permitted assigns.

SECTION 13.09. Subsidiaries. Each of the parties hereto
shall cause to be performed, and hereby guarantees the performance of, all
actions, agreements, covenants and obligations set forth herein to be performed
by any Subsidiary of such party or by any entity that is contemplated to be a
Subsidiary of such party on and after the Effective Date.

SECTION 13.10. Third Party Beneficiaries. Except as provided
in Article IX relating to Indemnitees, this Agreement is solely for the benefit
of the parties hereto and their respective Subsidiaries and affiliates and
should not be deemed to confer upon or entitle any third party, including
employees of The Hartford or HLI (other than as provided in Sections 9.01(a)
and (b)), any remedy, claim, liability, benefit, reimbursement, compensation,
claim of action or otherwise establish or create any rights on the part of such
third party in excess of those existing without reference to this Agreement.
Nothing in this Agreement is intended to restrict or limit The Hartford or HLI,
as applicable, in the exercise of its rights or the fulfillment of its duties
as a plan sponsor.

SECTION 13.11. Attorney Fees. A party in breach of this
Agreement shall, on demand, indemnify and hold harmless the other party hereto
for and against all out-of-pocket expenses, including, without limitation,
legal fees, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement. The payment of such expenses is
in addition to any other relief to which such other party may be entitled
hereunder or otherwise.

SECTION 13.12. Title and Headings. Titles and headings to
section herein are inserted for the convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement.

SECTION 13.13. Schedules and Exhibits. The Schedules and
Exhibits shall be construed with and as an
<PAGE> 61

integral part of this Agreement to the same extent as if the same had been set
forth verbatim herein.

SECTION 13.14. Specific Performance. Each of the parties
hereto acknowledges that there is no adequate remedy at law for failure by such
parties to comply with the provisions of this Agreement and that such failure
would cause immediate harm that would not be adequately compensable in damages,
and therefore agree that their agreements contained herein may be specifically
enforced without the requirement of posting a bond or other security, in
addition to all other remedies available to the parties hereto under this
Agreement.

SECTION 13.15. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED IN THAT STATE.

SECTION 13.16. Consent to Jurisdiction. Each of the parties
hereto irrevocably submits to the exclusive jurisdiction of (a) the Supreme
Court of the State of New York, New York County, and (b) the United States
District Court for the Southern District of New York, for the purposes of any
suit, action or other proceeding arising out of this Agreement or any
transaction contemplated hereby. Each of the parties agrees to commence any
action, suit or proceeding relating hereto either in the United States District
Court for the Southern District of New York or if such suit, action or other
proceeding may not be brought in such court for jurisdictional reasons, in the
Supreme Court of the State of New York, New York County. Each of the parties
further agrees that service of any process, summons, notice or document by
United States registered mail to such party's respective address set forth
above shall be effective service of process for any action, suit or proceeding
in New York with respect to any matters to which it has submitted to
jurisdiction in this Section 13.16. Each of the parties irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or preceding arising out of this Agreement or the transaction contemplated
hereby in (i) the Supreme Court of the State of New York, New York County, or
(ii) the United States District Court for the Southern District of New York,
and hereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.

SECTION 13.17. Severability. In the event any one or more of
the provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect,
<PAGE> 62

the validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The
parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions, the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the day and year first above written.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.,

by /s/ Michael S. Wilder
-------------------------------------
Name: Michael S. Wilder
Title: Sr. Vice President and
General Counsel

HARTFORD LIFE, INC.,

by /s/ Lowndes A. Smith
-------------------------------------
Name: Lowndes A. Smith
Title: Chief Executive Officer and
President

HARTFORD FIRE INSURANCE
COMPANY, with respect to
Articles VI and XII,

by /s/ Michael S. Wilder
------------------------------------
Name: Michael S. Wilder
Title: Sr. Vice President and
General Counsel

<PAGE> 1
EXHIBIT 10.2

TAX SHARING AGREEMENT

THIS TAX SHARING AGREEMENT (the "Agreement"), dated as of this 19th day
of May, 1997, by and between THE HARTFORD FINANCIAL SERVICES GROUP, INC., a
Delaware corporation (hereinafter referred to as "THE HARTFORD"), and its
subsidiaries (hereinafter, as further defined in Article I, referred to as
"Subsidiaries") including HARTFORD LIFE, INC., a Delaware corporation and a
subsidiary of THE HARTFORD (hereinafter referred to as "HLI"), is intended to
replace the existing Tax Allocation Agreement between Hartford Fire Insurance
Company and Subsidiaries.

WITNESSETH:

WHEREAS, Hartford Fire Insurance Company and its Subsidiaries, while
being included in the consolidated U.S. corporate income tax return filed by ITT
Corporation, have been governed by the terms of the Tax Allocation Agreement,
dated December 31, 1992, which provides for the allocation of the Federal income
tax liability of the members of the group of corporations of which Hartford Fire
was the common parent;

WHEREAS, on December 19, 1995, the Board of Directors of ITT
Corporation carried out a distribution whereby the holders of record of ITT
Corporation Common Stock received all the outstanding shares of Common Stock of
THE HARTFORD, resulting in THE HARTFORD becoming a publicly traded company (the
"Distribution");

WHEREAS, the Distribution resulted in the deconsolidation of all of THE
HARTFORD companies that formerly had been included in ITT's consolidated Federal
tax return and in the reconsolidation on December 20, 1995 of a new affiliated
group with THE HARTFORD as its common parent;

WHEREAS, in accordance with the consolidated tax return rules THE
HARTFORD may be precluded from combining its life and nonlife companies in a
single consolidated tax return until five years have elapsed and as a result,
the group of life companies and a group of non-life subsidiaries may file
separate consolidated Federal income tax returns;

WHEREAS, HLI anticipates that in 1997 it may issue additional shares of
its authorized common stock via an initial public offering ("IPO") equal to 20%
or less of its outstanding shares; and

WHEREAS, as a result of the impact of the Distribution on the
consolidated tax return posture of THE HARTFORD and its Subsidiaries and of the
anticipated IPO and to reflect current agreements and administrative practices
not included in the Tax Allocation Agreement, THE HARTFORD and its Subsidiaries
desire to enter into a new tax sharing agreement.

NOW, THEREFORE, in consideration of the promises and of the mutual
undertakings contained herein, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS
<PAGE> 2
- 2 -

As used in this Agreement, the following terms will have the following
meanings (such meanings to be equally applicable to both the singular and the
plural forms of the terms defined):

"CODE" means the Internal Revenue Code of 1986, as amended, or any
successor thereto, as in effect for the taxable period in question.

"CONSOLIDATED GROUP" means the affiliated group of corporations (within
the meaning of Section 1504 of the Code) of which THE HARTFORD is the common
parent, or in the case of a Separate Consolidated Group, the affiliated group of
corporations (within the meaning of Section 1504 of the Code) of which a
Subsidiary of THE HARTFORD is the common parent.

"CONSOLIDATED GROUP RETURN" means the consolidated Federal income tax
return for a Consolidated Group.

"DIRECTOR OF TAXES" means such person who is appointed to fill such
position for THE HARTFORD.

"DISTRIBUTION" will have the meaning assigned to such term in the
recitals to this Agreement.

"EFFECTIVE DATE" means the date as set forth in Section 2.1 of this
Agreement.

"FINAL DETERMINATION" means the final resolution of liability for any
Tax for any taxable period, including any related interest or penalties, by or
as a result of: (i) a final and unappealable decision, judgment, decree or other
order of a court of competent jurisdiction; (ii) a closing agreement or accepted
offer in compromise under Sections 7121 or 7122 of the Code, or comparable
agreement under the laws of other jurisdictions, which resolves the entire Tax
liability for any Tax period; (iii) any allowance of a refund or credit in
respect of an overpayment of Tax, but only after the expiration of all periods
during which such refund may be recovered (including by way of offset) by the
Tax imposing jurisdiction; or (iv) any other final disposition as determined by
the Director of Taxes, including by reason of the expiration of the applicable
statute of limitations.

"HLI" will have the meaning assigned to such term in the preamble to
this Agreement.

"IPO" will have the meaning assigned to such term in the recitals to
this Agreement.

"IRS" means the United States Internal Revenue Service.

"IRS OVERPAYMENT RATE" will have the meaning assigned to such term in
Section 3.6 of this Agreement.

"IRS UNDERPAYMENT RATE" will have the meaning assigned to such term in
Section 3.6 of this Agreement.

"MEMBER" means a corporation (including the common parent) which is
included within a Consolidated Group.

"NET REVERSAL BENEFIT" will have the meaning assigned to such term in
Section 3.3(a) of this Agreement.

"REALIZED BENEFIT" means a reduction of tax liability resulting from
the use of an item of loss, deduction or credit in accordance with the ordering
rules prescribed by the Code and the regulations promulgated thereunder.
<PAGE> 3
- 3 -

"SEPARATE CONSOLIDATED GROUP" means an affiliated group (as defined
under Section 1504(a) of the Code) of any two or more Subsidiaries that are not
eligible to be included in THE HARTFORD Consolidated Return.

"SEPARATE CONSOLIDATED GROUP RETURN" means the consolidated Federal
income tax return for a Separate Consolidated Group.

"SEPARATE RETURN TENTATIVE MINIMUM TAX LIABILITY" will mean the
alternative minimum tax liability of a Member of a Consolidated Group determined
as if such Member were filing a separate income tax return under the Code with
adjustments consistent with those used in computing Separate Return Tax
Liability.

"SEPARATE RETURN REGULAR TAX LIABILITY" will mean the tax liability of
a Member of a Consolidated Group determined in accordance with Regulation
Section 1.1552-1(a)(2)(ii) as if such Member were filing a separate income tax
return under the Code. For purposes of determining the "Separate Return Tax
Liability" of a Member, the following principles apply:

(a) Limitations on the calculation of a deduction or the utilization of
tax credits or the calculation of a tax liability will be made on a
Consolidated Group basis, except to the extent that the Internal
Revenue Service holds through its published rulings that limitations
are done on a separate return basis in which case such ruling positions
will be followed. Accordingly, unless the IRS was to adopt a ruling
position to the contrary, the limitations provided in Code Sections
38(c), 56(a), 170(b)(2), 172(b)(2), and similar limitations will be
applied on a Consolidated Group basis.

(b) Elections as to tax credits and tax computations, which may have
been different from the consolidated treatment if separate returns were
filed, will follow and be consistent with those elections made on an
annual basis by the parent of the Consolidated Group for the
Consolidated Group Return.

"SUBSIDIARY" means any corporation, whether de jure or de facto, in
which THE HARTFORD directly or indirectly owns more than 50% of the equity
having the power to vote on or direct the affairs of the entity.

"TAX" or "TAXES" means with respect to a Consolidated Group or any
Subsidiary, any and all Federal, state or local taxes (i) based upon or measured
in whole or in part by net income, together with interest, penalties and other
additions thereto, imposed by the relevant Taxing Authority, and (ii) any gross
receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease,
service, service use, withholding, payroll, employment, social security, excise,
severance, stamp, occupation, premium, property, windfall profits, customs,
duties or other taxes, fees, assessments or charges of any kind whatsoever,
together with interest, penalties and other additions thereto, imposed by the
relevant Taxing Authority.

"TAXING AUTHORITY" means the Internal Revenue Service or any other
domestic federal, state, or local governmental authority responsible for the
administration of any Tax.

"TAX ITEM" will have the meaning assigned to such term in Section
3.3(a) of this Agreement.

"TAX RETURN" means any return, filing, questionnaire or other document
required to be filed, including requests for extensions of time, filings made
with estimated Tax payments, claims for refund and amended returns that may be
filed, for any taxable period with any Taxing Authority in connection with any
Tax or Taxes (whether or not a payment is required to be made with respect to
such filing).
<PAGE> 4
- 4 -

"THE HARTFORD CONSOLIDATED GROUP RETURN" means the consolidated Federal
income tax return for THE HARTFORD Group.

"THE HARTFORD GROUP" means the affiliated group of corporations (within
the meaning of Section 1504 of the Code) of which THE HARTFORD is the common
parent.

"THE HARTFORD" will have the meaning assigned to such term in the
preamble to this Agreement.

ARTICLE II
PREPARATION AND FILING OF TAX RETURNS

SECTION 2.1. APPLICABILITY OF PROVISIONS OF AGREEMENT. This Agreement
is effective as of December 20, 1995 (the "Effective Date") for THE HARTFORD and
all of its Subsidiaries and supersedes the previous Tax Allocation Agreement for
all taxable periods ending after such Effective Date.

SECTION 2.2. TAX RETURN PREPARATION. The Director of Taxes will cause
to be timely prepared and filed all Tax Returns, including any Separate
Consolidated Group Return, for all Subsidiaries of THE HARTFORD and will be
responsible for the preparation and filing of any consents and requests for
extension of time within which to file any such Tax Return or any related
information. The Director of Taxes will have full responsibility and discretion
for the final reporting positions, elections and disclosures taken in all such
Tax Returns.

SECTION 2.3. CONSOLIDATED GROUP FEDERAL INCOME TAX RETURNS.

(a) THE HARTFORD Consolidated Return. Each of the Subsidiaries
will join in the filing annually of THE HARTFORD Consolidated Group
Return to the extent each is eligible to join in such return under the
provisions of the Code and the regulations promulgated thereunder.

(b) Separate Consolidated Return. In the event that any two or
more Subsidiaries are not eligible to be included in THE HARTFORD
Consolidated Group Return, but otherwise satisfy the requirements for
inclusion in a Separate Consolidated Group, such Subsidiaries will join
among themselves in the filing of a Separate Consolidated Group Return
until consolidation with THE HARTFORD Group is permitted. The terms and
provisions of this Agreement applicable to THE HARTFORD Consolidated
Group Return will apply to and govern with equal force and effect any
Separate Consolidated Group Return.

SECTION 2.4. STATE OR LOCAL INCOME TAX RETURNS. When two or more
Subsidiaries file combined, consolidated or unitary state or local Tax Returns
in certain jurisdictions, the general principles of this Agreement pertaining
to, but not limited to, the Director of Taxes' responsibility and discretion for
final reporting positions, elections and disclosures in such returns, the
allocation of tax charges and benefits, the authority over and the manner in
dealing with adjustments subsequent to filing of any Tax Returns and any
settlements of amounts due, will govern such combined, consolidated or unitary
state or local income tax returns with equal force and effect. The decision to
file on a combined, consolidated or unitary basis in any jurisdiction will be
made by the Director of Taxes.

SECTION 2.5. DOCUMENTATION. Each Subsidiary will furnish to the
Director of Taxes on a timely basis such information, schedules, analyses and
any other items as may be
<PAGE> 5
- 5 -

necessary to prepare and file any Tax Returns. The Subsidiaries that are members
of the Consolidated Group or, if applicable, a Separate Consolidated Group, will
execute and deliver all documentation reasonably required (including powers of
attorney, if requested) to enable the Director of Taxes to file, and to take all
actions necessary or incidental to the filing of, the Consolidated Group Return
(including, without limitation, the execution of Treasury Form 1122) or any
amendment of the Consolidated Group Return.

ARTICLE III
ALLOCATION AND PAYMENT OF TAXES ARISING FROM
CONSOLIDATED GROUP TAX RETURNS

SECTION 3.1. ACKNOWLEDGMENT OF ELECTION TO ALLOCATE TAX LIABILITY. The
elections made in previously filed Federal Tax Returns will continue to govern
the allocation of the Consolidated Group's Federal regular income tax liability
between each member of the Consolidated Group (hereinafter, "Member"). Pursuant
to the elections, the Consolidated Group's Federal regular income tax liability
will be allocated in the following manner:

(a) Tax Charge. In accordance with the method set forth in
Code Sections 1552(b) and 1552(a)(1) and Regulation Section
1.1552-1(a)(1), the consolidated Federal regular income tax liability
will be apportioned among the Members in accordance with the ratio
which that portion of the consolidated taxable income attributable to
each Member having taxable income bears to the sum of the taxable
incomes of all such Members. Each Member will pay the parent of the
Consolidated Group its allocated consolidated Federal tax liability as
determined hereunder and pursuant to the Settlement provisions of
Section 3.8 of this Agreement;

(b) Tax Benefit. Pursuant to an election to follow the method
described in Regulation Section 1.1502-33(d)(3), an additional
liability will be allocated to each Member which, as a result of net
operating losses, excess charitable contributions, foreign tax credits,
investment tax credits or similar items arising from or generated by
the activities of another Member or Members in either a separate return
year or a consolidated return year, has an allocated tax liability
determined under Section 3.1(a) above that is smaller than its Separate
Return Regular Tax Liability. The additional liability allocated to
each Member will be equal to 100% of the excess, if any, of (1) the
Separate Return Regular Tax Liability of such Member for the taxable
year, over (2) the allocated tax liability determined under Section
3.1(a) above. The total of any additional amounts allocated to all such
Members for the consolidated return year will be paid (pursuant to the
Settlement provisions of Section 3.8 of this Agreement) to those other
Members which generated such losses, credits or deductions to which
such total is attributable (hereinafter, referred to as "Loss
Members"). Such payments to Loss Members will be made pursuant to a
consistent method which reasonably reflects such items (such
consistency and reasonableness to be determined by the Director of
Taxes) and which is substantiated by specific records maintained by the
Consolidated Group for such purposes.

SECTION 3.2. ALTERNATIVE MINIMUM TAX ("AMT"). The following rules apply
to the allocation of AMT liability and AMT credit to the Members of the
Consolidated Group.

(a) AMT Liability. The consolidated alternative minimum tax
liability will be allocated for any consolidated Tax Return year to
each Member whose Separate Return Tentative Minimum Tax Liability
exceeds its Separate Return Regular Tax Liability. The total
alternative minimum tax liability shown on the Consolidated
<PAGE> 6
- 6 -

Group's Tax Return will be apportioned to each Member according to the
ratio of (i) the excess of its Separate Return Tentative Minimum Tax
Liability over its Separate Return Regular Tax Liability to (ii) the
total of all such Members' excess Separate Return Tentative Minimum Tax
Liability over Separate Return Regular Tax Liability. For purposes of
this allocation, if a Member has a regular tax net operating loss on a
separate return basis, the Separate Return Tentative Minimum Tax
Liability for that Member will be computed on the difference between
such Member's regular tax net operating loss and any smaller
alternative tax net operating loss or any alternative minimum taxable
income.

(b) AMT Credit. Any minimum tax credit realized in subsequent
years (determined on a FIFO basis) by the Consolidated Group as a
result of incurring the alternative minimum tax liability will be
allocated to the Member to which the original alternative minimum tax
liability was allocated. If less than the full minimum tax credit is
realized in a year, the amount of such minimum tax credit will be
allocated to each Member that incurred the original alternative minimum
tax liability in the following manner:

(i) first to each such Member which can or could have
used the credit on a separate return basis according
to the proportion that the original alternative
minimum tax liability borne by each such Member bears
to the sum of the original alternative minimum tax
liabilities borne by all such Members;

(ii) then, any remaining minimum tax credit will be
allocated to any remaining Members which incurred the
original alternative minimum tax liability according
to the proportion that the original alternative
minimum tax liability borne by such remaining Members
bears to the original alternative minimum tax
liability borne by all such remaining Members.

In no case under clauses (i) or (ii) above, however, will any Member be
allocated an amount of AMT Credit in excess of its original alternative
minimum tax liability.

(c) Effects on Basis and Earnings and Profits; AMT Credit of
Departing Members; Effect of Finalized AMT Regulations. The
consolidated alternative minimum tax, for stock basis adjustment and
earnings and profits purposes, will be allocated to each Member under
the allocation method set out in Proposed Regulations Sections
1.1502-55 and 1.1552-1(g) issued on December 30, 1992 (the "Proposed
Regulations"). The minimum tax credit will be allocated to Members who
cease to be a Member of the Consolidated Group pursuant to Proposed
Regulation Section 1.1502-55(h). However, to the extent such Member
was not allocated a corresponding amount of alternative minimum tax in
an earlier or the same year, such Member will pay to or be paid by THE
HARTFORD prior to the Member leaving the Consolidated Group an amount
equal to the difference between what was allocated earlier and the
amount allocated upon departure. If temporary or final regulations are
issued which differ from the Proposed Regulations, this Agreement will
be amended to reflect such changes to the extent and with an effective
date deemed necessary or desirable by the Director of Taxes.

SECTION 3.3. CARRYBACKS OF LOSSES AND CREDITS.

(a) Benefits for Tax Items. In allocating the Consolidated
Group's Federal tax liability, each Member will be entitled to the tax
benefit that results from any of its
<PAGE> 7
- 7 -

net operating losses, net capital losses, deductions or credits (each,
a "Tax Item") that are carried back to a prior period Consolidated
Return. If the carryback of a Tax Item results in a carryforward or
carryback of a Tax Item into a taxable year of the Consolidated Group
or of other Members and such carryforward or carryback produces a
Realized Benefit, or other use, in such year or any subsequent year
after considering all other items of taxable income or credits
otherwise available to such other Members (a "Net Reversal Benefit"),
then an amount equal to such Net Reversal Benefit, when realized, will
be an additional liability for such year to be allocated to such other
Members of the Consolidated Group pursuant to Section 3.1(b) of this
Agreement. The benefit of any carryback of a Tax Item to any prior
period Consolidated Return will be taken into account only when and to
the extent that such carryback reduces the tax liability in a prior
period Consolidated Group Return or that any resultant Net Reversal
Benefit is realized. The Member generating, or otherwise bearing the
cost of, such Tax Item that has been carried back will be paid pursuant
to the Settlement provisions of Section 3.8 of this Agreement.

(b) AMT. To the extent that additional AMT arises in a prior
period Consolidated Return from a carryback of a Tax Item, then such
AMT will be allocated to the Member giving rise to such carryback and
such Member will be entitled to recover any Net Reversal Benefit
resulting from any AMT credit carryforwards associated with such AMT.

(c) Multiple Carrybacks of Tax Items. In the event that two or
more Tax Items are carried back to any prior period Consolidated
Return, their order of use will be determined by the Code and the
regulations promulgated thereunder. Where two or more carrybacks of Tax
Items have equal priority and cannot be used in full, each such
carryback will be used by the affected Members in the following manner:
(i) first, carrybacks of Tax Items by each Member will be absorbed to
the extent of such Member's results in the carryback year that made
possible the use of such Tax Items; and then, (ii) in proportion to the
total of the remaining carrybacks.

(d) Separate Return Years. If part or all of an unused Tax
Item is allocated to a Member pursuant to Regulation Section 1.1502-79,
and it is carried back or forward to a year in which such Member filed
a separate income tax return or a consolidated Federal income tax
return with another affiliated group, any refund or reduction in tax
liability arising from the carryback or carryforward will be retained
by such Member.

(e) Carrybacks of Net Operating Losses. Notwithstanding the
foregoing provisions of this Section 3.3, each Member agrees that
unless it obtains the consent of the Director of Taxes, it will waive
the carryback of any net operating loss.

SECTION 3.4. SUBGROUP METHOD. When a Consolidated Return combines the
taxable income of life and nonlife companies, the determination of Tax Charges
and Tax Benefits described in Sections 3.1(a) and 3.1(b) above will be made by
the separate calculation of the taxable income of life insurance company Members
and the taxable income of nonlife insurance company Members on a life and
nonlife subgroup basis in accordance with provisions set forth in Regulation
Section 1.1502-47. The calculation of any limitations that may be required by
Regulation Section 1.1502-47, such as the calculation of the amount of
offsettable nonlife net operating losses, will be determined with reference to
and on the basis of the taxable income reported in the Consolidated Return.

SECTION 3.5. SUBSEQUENT ADJUSTMENTS. If the consolidated Federal income
tax liability is adjusted for any taxable period, whether by means of an amended
return, claim for
<PAGE> 8
- 8 -

refund, assessment arising from an Internal Revenue Service audit examination,
or at the conclusion of any appeal or litigation, or to reflect the results of
any Final Determination, the liability of each Member will be recomputed under
Sections 3.1 and 3.2 of this Agreement to give effect to such adjustments. The
parent of the Consolidated Group will make payment to each Member for any
reduction in its share of the consolidated Federal income tax liability, and in
the case of an increase in tax liability, each Member will pay the parent of the
Consolidated Group its allocable share of such increased consolidated Federal
income tax liability, in each case together with any interest or penalties
relating thereto as provided in Sections 3.6 and 3.7 of this Agreement. Any
payments required under this Section 3.5 will be made in accordance with the
provisions of Section 3.8(c) of this Agreement.

SECTION 3.6. INTEREST. For purposes of this Agreement, unless
specifically provided otherwise, interest will be computed at the Federal
statutory rate used, pursuant to Section 6621 of the Code, in computing the
interest payable to the IRS (the "IRS Underpayment Rate") or by the IRS (the
"IRS Overpayment Rate") on the net balance due to or from the IRS. Interest will
be allocated in the following manner: Members entitled to refunds will be
allocated interest at the IRS Overpayment Rate; then, as to the remaining
Members, the amount of such allocated interest plus the amount of any interest
to be paid to the IRS will be allocated to such remaining Members in proportion
to each Member's increase in Separate Return Regular Tax Liability. Interest
determinations for Members will be made by the Director of Taxes at such time as
the IRS finally determines interest owed for the tax year of the Consolidated
Group Return.

SECTION 3.7. PENALTIES. Any penalty will be allocated to such Members
and upon such basis as the Director of Taxes deems just and proper in view of
all applicable circumstances. It is the general intent of this Agreement that
any penalty incurred by the Consolidated Group will be paid by the Member or
Members whose actions or inactions, income, deductions, credits or allowances
caused such penalty.

SECTION 3.8. SETTLEMENTS.

(a) Estimated Taxes. With respect to each quarterly estimated
tax payment, the Director of Taxes will notify Members of their
assessed share of estimated tax payments to be made on the projected
consolidated Federal income tax liability for the tax year. Payment to
the parent of the Consolidated Group will be made 24 hours in advance
of the payment to the Internal Revenue Service. Such Member will
receive credit for such estimated payments against its share of the
apportioned consolidated Federal income tax liability as determined
under this Article III. Any payment not made within the prescribed time
period thereafter will bear interest at the IRS Underpayment Rate.

(b) Tax Returns. A determination of a Member's apportioned
consolidated Federal income tax liability under Sections 3.1 or 3.2
hereof will be made by the Director of Taxes. Payments resulting from
such determination of tax liability, adjusted to reflect any payments
previously made pursuant to Section 3.8(a) hereof, will be made by or
to the parent of the Consolidated Group to or by each Member 24 hours
prior to the due date of such tax return without regard to any filing
extensions. If the tax return filing is extended, an additional
computation of a Member's tax liability will be made when the
Consolidated Group Return is filed and adjustments that require
additional payments will be paid by each affected Member within 24
hours of having received written notice of assessment for such
liability from the Director of Taxes. Any payment not made within the
prescribed time period thereafter will bear interest at the IRS
Underpayment Rate.
<PAGE> 9
- 9 -

(c) Subsequent Adjustments. Any payment required to be made
pursuant to Section 3.5 hereof with respect to any tax return will be
made by the Member obligated to make such payment (i) in the case of a
refund of tax, within 24 hours after receipt (whether by way of
payment, credit, or offset against any payments due or otherwise) of
such refund or (ii) in the case of the payment of tax with respect to
any such tax return, within 24 hours of the delivery of written notice
of assessment for such liability from the Director of Taxes. Any
payment described in clause (i) and any demand for payment described in
clause (ii) will be accompanied by a calculation setting forth the
basis for the amount paid or demanded. Any payment not made within the
prescribed time period thereafter will bear interest at the IRS
Underpayment Rate.

(d) Tax Payments and IRS Refunds. Notwithstanding the
foregoing provisions of Section 3.8, when any tax payment is due to any
Member from the parent of the Consolidated Group and a refund is due
from the Internal Revenue Service, the parent of the Consolidated Group
may defer settlement with such Member and make the required settlement
payment within 24 hours of the receipt of such refund.

(e) Manner of Settlement. All settlements required under this
Agreement will be in U.S. dollars. Any settlement with the IRS for any
matter falling within the scope of this Agreement is the responsibility
of and will be determined by the Director of Taxes.

SECTION 3.9. INTERNAL REVENUE SERVICE LEVY. In the event that the
Internal Revenue Service levies upon any Member's assets for unpaid taxes in
excess of the amount charged in Sections 3.1 and 3.2 hereof, then such Member
will be indemnified primarily by the Members whose liability gave rise to such
IRS action, and if such Members are unable to provide indemnification, then
secondarily from all other Members that are parties to this Agreement.

SECTION 3.10. RECORDS. Notwithstanding the termination of this
Agreement, any Member included in a Consolidated Group Return may inspect during
regular business hours records of any other Member relating to such Consolidated
Group Return, including, but not limited to, returns, supporting schedules,
workpapers, correspondence and other documents.

ARTICLE IV
COOPERATION; TAX CONTROVERSIES

SECTION 4.1. COOPERATION.

(a) Administrative Compliance. THE HARTFORD and each
Subsidiary will cooperate fully and to the extent reasonably requested
by each other in connection with the preparation and filing of any Tax
Return or the conduct of any audit, dispute, proceeding, suit or action
concerning any issues or any other matter contemplated hereunder. Such
cooperation will include, without limitation: (i) the retention and
provision on demand of books, records, documentation or other
information relating to any Tax matter until the later of either (I)
the expiration of the applicable statute of limitation (giving effect
to any extension, waiver, or mitigation thereof) or (II) in the event
any claim has been made under this Agreement for which such information
is relevant, until a Final Determination with respect to such claim;
(ii) the provision of additional information with respect to and
explanation of tax practices (elections, accounting methods,
conventions and principles of taxation) and material provided under
clause (i) of this Section 4.1; (iii) the execution of any document
that may be
<PAGE> 10
- 10 -

necessary or reasonably helpful in connection with the filing of any
Tax Return by any Member of a Consolidated Group, or in connection with
any audit, proceeding, suit or action addressed in the preceding
sentence; and (iv) the use of the Subsidiary's best efforts to obtain
any documentation from a governmental authority or a third party that
may be necessary or helpful in connection with the foregoing. Each
Subsidiary will make its employees and facilities available on a
mutually convenient basis to facilitate such cooperation and will
retain as permanent records all documentation necessary to enable it to
determine any obligation under this Agreement. The records described
above will be made available to the Director of Taxes within a
reasonable time upon request and may be photocopied on an as needed
basis.

(b) Providing Advice and Notice. THE HARTFORD and each
Subsidiary will use reasonable efforts to keep each other advised as to
the status of Tax audits and litigation involving any issue which
relates to any Tax of the Consolidated Group or could give rise to the
liability of the Consolidated Group (or any Member thereof) under this
Agreement ( a "Liability Issue"). THE HARTFORD and each Subsidiary will
each promptly notify the other of any inquiries by any Taxing Authority
or any other administrative, judicial or other governmental authority
that relate to any material amount of Tax that may be imposed on the
other or any Subsidiary of the other that might arise under this
Agreement. Without limiting the foregoing, each Subsidiary will
promptly furnish to the Director of Taxes upon receipt a copy of the
revenue agent's report or similar report, notice of proposed
adjustment, or notice of deficiency received by it relating to any
Liability Issue or any adjustment referred to in Section 4.1(c) hereof.

(c) Consulting on Proposed Tax Adjustments. The Director of
Taxes will advise and consult with each Subsidiary with respect to any
proposed Tax adjustments that are the subject of an IRS audit or
investigation or are the subject of litigation, which may affect any
Tax attribute of such Subsidiary.

SECTION 4.2. TAX CONTROVERSIES. Subject to the cooperation provisions
of Section 4.1, the Director of Taxes will have full responsibility and
discretion in the handling of and concluding settlements for any Tax
controversy, including, without limitation, an audit, a protest to the Appeals
Division of the IRS, and litigation in Tax Court or any other court of competent
jurisdiction, or any matter relating to a Final Determination, involving a Tax
Return of the Consolidated Group or of any Subsidiary.

ARTICLE V
MISCELLANEOUS

SECTION 5.1. TERMINATION. In the event any Subsidiary ceases to be a
direct or indirect subsidiary of THE HARTFORD for any reason whatsoever, this
Agreement will be terminated as to such Subsidiary, except that the obligations
of all the parties will remain in full force and effect with respect to: (a) any
period of time during the taxable year in which the termination occurs for which
the income of the terminating Subsidiary was included in the Consolidated Group
Return, and (b) for any Consolidated Group Return tax year in which a Subsidiary
was an includible corporation and for which an adjustment has been made as
described in Section 3.5 of this Agreement. Additionally, to the extent that a
Tax Item carries back from a separate return of a Subsidiary that previously was
an includible corporation of the Consolidated Group to a Consolidated Group
Return, the provisions of Section 3.3 of this Agreement will continue to apply
to such Subsidiary.
<PAGE> 11
- 11 -

SECTION 5.2. DISPUTE RESOLUTION. Any disagreements between the Director
of Taxes and any party to this Agreement as to the meaning, interpretation,
application or enforceability of any provision of this Agreement will be
reviewed by THE HARTFORD's Chief Financial Officer. If any disagreement remains
after any such review, that disagreement will be resolved by arbitration. In
such case, the arbitrator will be a retired or former judge of the United States
Tax Court or such other qualified person as the relevant parties may agree to
designate, provided that such individual has had substantial experience with
regard to settling complex Tax disputes. The decision of the arbitrator will be
absolutely binding.

SECTION 5.3. SUCCESSORS AND ASSIGNS. A party's rights and obligations
under this Agreement may not be assigned without the prior written consent of
the other parties to this Agreement. This Agreement will be binding upon and
inure to the benefit of each party hereto and their respective successors and
assigns.

SECTION 5.4. COMPLETE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein and supersedes all prior agreements of the parties in connection with
such subject matter. No alteration, amendment or modification of any of the
terms of this Agreement will be valid unless made by an instrument signed in
writing by an authorized officer of each party hereto.

SECTION 5.5. NO THIRD-PARTY BENEFICIARIES. This Agreement is solely for
the benefit of the parties to this Agreement and should not be deemed to confer
upon third parties any remedy, claim, liability, reimbursement, claim of action
or other right in excess of those existing without this Agreement.

SECTION 5.6. LEGAL ENFORCEABILITY. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction will, as to that
jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provisions. Any prohibition
or unenforceability of any provision of this Agreement in any jurisdiction will
not invalidate or render unenforceable the provision in any other jurisdiction.

SECTION 5.7. EXPENSES. Unless otherwise expressly provided in this
Agreement each party will bear any and all expenses that arise from its
respective obligations under this Agreement. In the event any party to this
Agreement brings an action or proceeding for the breach or enforcement of this
Agreement, the prevailing party in such action or proceeding, whether or not
such action or proceeding proceeds to final judgment, will be entitled to
recover as an element of its costs, and not as damages, such reasonable
attorneys' fees as may be awarded in the action or proceeding in addition to
whatever other relief to which the prevailing party may be entitled.

SECTION 5.8. GOVERNING LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of Connecticut.

SECTION 5.9. COUNTERPARTS. This Agreement may be executed in several
identical counterparts each of which will be deemed an original instrument, but
all of such counterparts will constitute but one and the same agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed, all as of the effective date first above set forth.

<PAGE> 12
-13-

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed, all as of the effective date first above set forth.

Attest: THE HARTFORD FINANCIAL SERVICES GROUP,
INC.

/s/ Charles M. O'Halloran By: /s/ Ramani Ayer
- ---------------------------------- -----------------------------------
Vice President and Corporate Ramani Ayer
Secretary Its Chairman, Chief Executive
(Charles M. O'Halloran) Officer and President
<PAGE> 13
- 14 -

Attest: HARTFORD LIFE, INC.

/s/ Lynda Godkin By: /s/ Lowndes A. Smith
- ----------------------------------- ---------------------------------
Vice President and General Counsel Lowndes A. Smith
(Lynda Godkin) Its Chief Executive Officer and
President

Attest: HARTFORD FIRE INSURANCE COMPANY

/s/ Charles M. O'Halloran By: /s/ David K. Zwiener
- ------------------------------------ ---------------------------------
Vice President and Corporate Secretary David K. Zwiener
(Charles M. O'Halloran) Its Executive Vice President and
Chief Financial Officer

Attest: HARTFORD ACCIDENT AND INDEMNITY
COMPANY

/s/ Charles M. O'Halloran By: David K. Zwiener
- ------------------------------------- ----------------------------------
Vice President and Corporate Secretary David K. Zwiener
(Charles M. O'Halloran) Its Executive Vice President and
Chief Financial Officer

Attest: HARTFORD CASUALTY INSURANCE COMPANY

/s/ Charles M. O'Halloran By: /s/ David K. Zwiener
- ------------------------------------- ----------------------------------
Vice President and Corporate Secretary David K. Zwiener
(Charles M. O'Halloran) Its Executive Vice President and
Chief Financial Officer

Attest: HARTFORD UNDERWRITERS INSURANCE
COMPANY

/s/ Charles M. O'Halloran By: /s/ David K. Zwiener
- ------------------------------------- ---------------------------------
Vice President and Corporate Secretary David K. Zwiener
(Charles M. O'Halloran) Its Executive Vice President and
Chief Financial Officer

<PAGE> 14
-15-

Attest: TWIN CITY FIRE INSURANCE COMPANY

/s/ Charles M. O'Halloran By: /s/ David K. Zwiener
- -------------------------- --------------------------------
Vice President and Corporate Secretary David K. Zwiener
(Charles M. O'Halloran) Its Executive Vice President and
Chief Financial Officer

Attest: HARTFORD INSURANCE COMPANY OF THE
MIDWEST

Attest: HARTFORD INSURANCE COMPANY OF
ILLINOIS

Attest: HARTFORD INSURANCE COMPANY OF THE
SOUTHEAST

Attest: TRUMBULL INSURANCE COMPANY

/s/ Charles M. O'Halloran By: /s/ Michael S. Wilder
- -------------------------- --------------------------------
Vice President and Secretary Michael S. Wilder
(Charles M. O'Halloran) Its Senior Vice President, General
Counsel and Secretary

<PAGE> 15
-16-

Attest: NUTMEG INSURANCE COMPANY

Attest: PACIFIC INSURANCE COMPANY, LIMITED

Attest: SENTINEL INSURANCE COMPANY, LTD.

/s/ Charles M. O'Halloran By: /s/ David R. Robb
- -------------------------- --------------------------------
Vice President and Assistant Secretary David R. Robb
(Charles M. O'Halloran) Its President and Chief Operating
Officer

Attest: HARTFORD LLOYD'S INSURANCE COMPANY

/s/ Michael S. Wilder By: /s/ Charles M. O'Halloran
- -------------------------- --------------------------------
Secretary Charles M. O'Halloran, Vice
(Michael S. Wilder) President, Hartford Lloyd's
Corporation
Its Attorney-in-Fact

Attest: HARTFORD LIFE AND ACCIDENT INSURANCE
COMPANY

/s/ Lynda Godkin By: /s/ Gregory A. Boyko
- -------------------------- --------------------------------
Senior Vice President, General Gregory A. Boyko
Counsel and Corporate Secretary Its Senior Vice President, Chief
(Lynda Godkin) Financial Officer and Treasurer
<PAGE> 16
- 17 -

Attest: HARTFORD LIFE INSURANCE COMPANY

/s/ Lynda Godkin By: /s/ Gregory A. Boyko
- -------------------------------- -----------------------------------
Senior Vice President, General Gregory A. Boyko
Counsel and Corporate Secretary Its Senior Vice President, Chief
(Lynda Godkin) Financial Officer and Treasurer

Attest: ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY

Attest: PROPERTY AND CASUALTY INSURANCE
COMPANY OF HARTFORD

/s/ Charles M. O'Halloran By: /s/ Michael S. Wilder
- -------------------------------- ----------------------------------
Vice President and Secretary Michael S. Wilder
(Charles M. O'Halloran) Its Vice President and General
Counsel

Attest: HARTFORD FINANCIAL SERVICES LIFE
INSURANCE COMPANY

Attest: ITT HARTFORD LIFE INTERNATIONAL, LTD.

Attest: HARTFORD INVESTMENT SERVICES, INC.

/s/ Charles M. O'Halloran By: /s/ James J. Westervelt
- -------------------------------- -----------------------------------
Secretary and General Counsel James J. Westervelt
(Charles M. O'Halloran) Its Controller

Attest: THE HARTFORD INVESTMENT MANAGEMENT
COMPANY

Attest: HARTFORD REAL ESTATE COMPANY

/s/ James Cubanski By: /s/ Peter L. Holland
- --------------------------------- -----------------------------------
Assistant Secretary Peter L. Holland
(James Cubanski) Its President

Attest: FOUR THIRTY SEVEN LAND COMPANY, INC.

/s/ James Cubanski By: /s/ Peter L. Holland
- --------------------------------- -----------------------------------
Assistant Secretary Peter L. Holland
(James Cubanski) Its President

Attest: HRA, INC.

/s/ James Cubanski By: /s/ Peter L. Holland
- --------------------------------- -----------------------------------
Assistant Secretary Peter L. Holland
(James Cubanski) Its President

Attest: CENTRAL PARK SQUARE ATHLETIC CLUB, INC.

/s/ James Cubanski By: /s/ Peter L. Holland
- --------------------------------- -----------------------------------
Assistant Secretary Peter L. Holland
(James Cubanski) Its President
<PAGE> 18
-19-

Attest: HRA BROKERAGE SERVICES, INC.
/s/ James Cubanski By: /s/ Peter L. Holland
- -------------------------- --------------------------
Assistant Secretary Peter L. Holland
(James Cubanski) Its President

Attest: HARCO PROPERTY SERVICES, INC.

/s/ James Cubanski By: /s/ Peter L. Holland
- -------------------------- --------------------------
Assistant Secretary Peter L. Holland
(James Cubanski) Its President

Attest: HARTFORD SPECIALTY COMPANY

/s/ Michael S. Wilder By: /s/ James J. Westervelt
- -------------------------- --------------------------
Secretary James J. Westervelt
(Michael S. Wilder) Its Vice President and Controller

Attest: 1810 CORPORATION

/s/ Charles M. O'Halloran By: /s/ James J. Westervelt
- -------------------------- --------------------------
Secretary James J. Westervelt
(Charles M. O'Halloran) Its Senior Vice President and Controller

Attest: TERRY ASSOCIATES, INC.

/s/ Michael S. Wilder By: /s/ James J. Westervelt
- -------------------------- --------------------------
Secretary James J. Westervelt
(Michael S. Wilder) Its Vice President

Attest: HARTFORD INTEGRATED TECHNOLOGIES, INC.

/s/ James Cubanski By: /s/ Charles M. O'Halloran
- -------------------------- --------------------------
Assistant Secretary Charles M. O'Halloran
(James Cubanski) Its Vice President, Secretary and
Treasurer

<PAGE> 19
-20-

Attest: CLA CORPORATION

/s/ Joseph Tedesco By: /s/ Charles M. O'Halloran
- -------------------------- --------------------------
Assistant Secretary Charles M. O'Halloran
(Joseph Tedesco) Its Secretary

Attest: BUSINESS MANAGEMENT GROUP, INC.

/s/ James Cubanski By: /s/ Charles M. O'Halloran
- -------------------------- --------------------------
Assistant Secretary Charles M. O'Halloran
(James Cubanski) Its Secretary

Attest: HARTFORD FIRE INTERNATIONAL, LTD.

/s/ Michael S. Wilder By: /s/ Dennis B. Zettervall
- -------------------------- --------------------------
Secretary and General Counsel Dennis B. Zettervall
(Michael S. Wilder) Its President

Attest: HARTFORD EQUITY SALES COMPANY, INC.

/s/ Lynda Godkin By: /s/ Lowndes A. Smith
- -------------------------- --------------------------
Senior Vice President, General Lowndes A. Smith
Counsel and Corporate Secretary Its President and Chief
(Lynda Godkin) Executive Officer

Attest: ITT COMPREHENSIVE EMPLOYEE BENEFIT
SERVICE COMPANY

/s/ Lynda Godkin By: /s/ Gregory A. Boyko
- -------------------------- --------------------------
Senior Vice President, General Gregory A. Boyko
Counsel and Corporate Secretary Its Senior Vice President, Chief
(Lynda Godkin) Financial Officer and Treasurer

Attest: PERSONAL LINES INSURANCE CENTER, INC.

/s/ Michael S. Wilder By: /s/ J. Richard Garrett
- -------------------------- --------------------------
Secretary J. Richard Garrett
(Michael S. Wilder) Its Treasurer

<PAGE> 20
-21-

Attest: HARTFORD RE COMPANY

/s/ Charles M. O'Halloran By: /s/ Dennis B. Zettervall
- -------------------------- --------------------------
Secretary Dennis B. Zettervall
(Charles M. O'Halloran) Its President

Attest: ITT HARTFORD INTERNATIONAL, INC.

/s/ Michael S. Wilder By: /s/ J. Richard Garrett
- -------------------------- --------------------------
Secretary and General Counsel J. Richard Garrett
(Michael S. Wilder) Its Vice President and Treasurer

Attest: HARTFORD EUROPE, INC.

/s/ Charles M. O'Halloran By: /s/ Michael S. Wilder
- -------------------------- --------------------------
Assistant Secretary Michael S. Wilder
(Charles M. O'Halloran) Its Secretary

Attest: ITT HARTFORD INSURANCE CENTER, INC.

/s/ Charles M. O'Halloran By: /s/ James J. Westervelt
- -------------------------- --------------------------
Secretary James J. Westervelt
(Charles M. O'Halloran) Its Vice President and Controller

Attest: ITT SPECIALTY RISK SERVICES, INC.

/s/ Charles M. O'Halloran By: /s/ William B. Malchodi
- -------------------------- --------------------------
Vice President and Secretary William B. Malchodi
(Charles M. O'Halloran) Its Vice President and Director of Taxes

Attest: HARTFORD LLOYD'S CORPORATION

/s/ Michael S. Wilder By: /s/ Charles M. O'Halloran
- -------------------------- --------------------------
Secretary Charles M. O'Halloran
(Michael S. Wilder) Its Vice President

<PAGE> 21
-22-

Attest: ITT NEW ENGLAND MANAGEMENT COMPANY,
INC.

/s/ Charles M. O'Halloran By: /s/ David R. Robb
- -------------------------- --------------------------------
Secretary David R. Robb
(Charles M. O'Halloran) Its President and Chief Operating
Officer

Attest: FIRST STATE MANAGEMENT GROUP, INC.

/s/ Michael S. Wilder By: /s/ J. Richard Garrett
- -------------------------- --------------------------------
Vice President J. Richard Garrett
(Michael S. Wilder) Its Vice President and Treasurer

Attest: FIRST STATE INSURANCE COMPANY

/s/ Charles M. O'Halloran By: /s/ David R. Robb
- -------------------------- --------------------------------
Vice President and Secretary David R. Robb
(Charles M. O'Halloran) Its President

Attest: FENCOURT REINSURANCE COMPANY, LTD

/s/ James Cubanski By: /s/ David R. Robb
- -------------------------- --------------------------------
Assistant Secretary David R. Robb
(James Cubanski) Its Vice President

Attest: HERITAGE HOLDINGS, INC.

/s/ Charles M. O'Halloran By: /s/ David R. Robb
- -------------------------- --------------------------------
Vice President and Secretary David R. Robb
(Charles M. O'Halloran) Its President

Attest: NEW ENGLAND INSURANCE COMPANY

/s/ Charles M. O'Halloran By: /s/ David R. Robb
- -------------------------- --------------------------------
Vice President and Secretary David R. Robb
(Charles M. O'Halloran) Its President
<PAGE> 22
-23-

Attest: NEW ENGLAND REINSURANCE CORPORATION

/s/ Charles M. O'Halloran By: /s/ David R. Robb
- ------------------------------- ------------------------------
Vice President and Secretary David R. Robb
(Charles M. O'Halloran) Its President

Attest: ALPINE LIFE INSURANCE COMPANY

/s/ Lynda Godkin By: /s/ Gregory A. Boyko
- ------------------------------- ------------------------------
Senior Vice President, General Gregory A. Boyko
Counsel and Corporate Secretary Its Senior Vice President, Chief
(Lynda Godkin) Financial Officer and Treasurer

Attest: UNDEROATH, INC.

/s/ Charles M. O'Halloran By: /s/ J. Richard Garrett
- ------------------------------- ------------------------------
Vice President and Secretary J. Richard Garrett
(Charles M. O'Halloran) Its Treasurer

Attest: THE CONFLUENCE GROUP, INC.

/s/ James Cubanski By: /s/ J. Richard Garrett
- ------------------------------- ------------------------------
Assistant Secretary J. Richard Garrett
(James Cubanski) Its Treasurer

Attest: HL INVESTMENT ADVISORS, INC.

/s/ Charles M. O'Halloran By: /s/ J. Richard Garrett
- ------------------------------- ------------------------------
Secretary and General Counsel J. Richard Garrett
(Charles M. O'Halloran) Its Treasurer

Attest: DORNBERGER/BERRY AND COMPANY, INC.

By: /s/ Robert Crutcher
- ------------------------------- ------------------------------
Secretary Robert Crutcher
Its Chairman and President

<PAGE> 23
-24-

Attest: HARTFORD FINANCIAL SERVICES
CORPORATION

Attest: H.L. FUNDING COMPANY, INC.

/s/ Lynda Godkin By: /s/ Lowndes A. Smith
- ------------------------------- ------------------------------
Senior Vice President, General Lowndes A. Smith
Counsel and Corporate Secretary Its President and Chief Executive
(Lynda Godkin) Officer

Attest: HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.

Attest: MS FUND AMERICA 1993-K SPE INC.

By:
- ------------------------------- ------------------------------
Secretary Charles M. O'Halloran
Its President

Attest: HARTFORD INVESTMENT FINANCIAL
SERVICES COMPANY

/s/ James Cubanski By:
- ------------------------------- ------------------------------
Assistant Secretary J. Richard Garrett
(James Cubanski) Its Treasurer

<PAGE> 24
-25-

Attest: ITT HARTFORD INTERNATIONAL LIFE
REASSURANCE CORP.

/s/ Lynda Godkin By: /s/ Gregory A. Boyko
- -------------------------- --------------------------------
Senior Vice President and Gregory A. Boyko
General Counsel Its Senior Vice President, Chief
(Lynda Godkin) Financial Officer and Treasurer

Attest: THE EVERGREEN GROUP, INC.

/s/ Douglas Craig Curtis, Jr. By: /s/ Raymond B. Ryan
- -------------------------- --------------------------------
Executive Vice President and Secretary Raymond B. Ryan
(Douglas Craig Curtis, Jr.) Its President

Attest: AMERICAN MATURITY LIFE INSURANCE
COMPANY

/s/ Lynda Godkin By: /s/ Joseph J. Noto
- -------------------------- --------------------------------
Senior Vice President, Joseph J. Noto
General Counsel and Secretary Its President and Chief Operating
(Lynda Godkin) Officer

Attest: INTERNATIONAL CORPORATE MARKETING
GROUP, INC.

/s/ James P. Van Etten By: /s/ Wendell J. Bossen
- -------------------------- --------------------------------
Executive Vice President, Wendell J. Bossen
Secretary and Treasurer Its President
(James P. Van Etten)

<PAGE> 1
Exhibit 10.3

MANAGEMENT AGREEMENT
LIFE COMPANIES

This Agreement, made as of this 31st day of March, 1997, by and between
HARTFORD LIFE INSURANCE COMPANY (the "Client") and THE HARTFORD INVESTMENT
MANAGEMENT COMPANY, a corporation organized pursuant to the laws of the State of
Delaware and an investment adviser registered under the Investment Advisers Act
of 1940 (the "Manager").

WITNESSETH:

WHEREAS, Manager is in the business of providing investment management
services; and

WHEREAS, Client wishes to appoint Manager to serve as investment
manager with respect to a certain portion of the Client's assets and the Manager
is willing to so serve;

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:

1) APPOINTMENT OF MANAGER

Effective as of the 31st day of March, 1997, and until this appointment
is terminated as provided in Paragraph 8 hereof, the Client hereby
appoints the Manager as an investment manager and delegates to the
Manager the power to manage (including the power to acquire or dispose
of), in accordance with the terms and conditions of this Agreement,
that portion of the assets of the Client which constitute, from time to
time, one or more separate, segregated accounts established by Client
from time to time (each such account is hereinafter individually
referred to as an "Account" and are collectively referred to as the
"Accounts"). Each Account shall consist of assets of the Client which,
by notice given or caused to be given by the Client to the Manager, are
placed in the Account, and the investments and reinvestments of, and
all income earned by, any assets from time to time in the Account. By
notice given or caused to be given by the Client to the Manager, assets
of the Client may be added to or withdrawn from each or any one or more
of the Accounts from time to time, provided, however, that with regard
to assets withdrawn by the Client under this Paragraph 1, Client may
not engage the investment advisory services of any investment adviser
which is not affiliated with Manager without Manager's prior written
approval.

2) INVESTMENT DIRECTION

The Client's investment objectives for each Account and a statement of
the restrictions on the investment of the assets of each such Account
("Investment Guidelines") shall be as supplied by the Client and
acknowledged and agreed to in writing by the Manager from time to time.
The investment guidelines are attached hereto and made a part hereof.
Further, Client and Manager acknowledge and agree that the investment
of assets in each Account shall also be subject to the restrictions set
forth in
<PAGE> 2
the "ITT Hartford Group, Inc. Restricted Securities" Chart (attached
hereto as Exhibit 2, as the same may be amended from time to time)
which are applicable to an "Internal Manager" under the heading
"Actively Managed Funds". The Client hereby directs the Manager to use
its best efforts to select investments for each Account in compliance
with applicable restrictions and on the basis of the investments'
possibilities for achieving each such Account's objectives and
satisfying such needs. The Client understands and is willing to accept
the risk involved therein and further understands that there can be no
assurance that such objectives will be achieved. A list of the initial
Accounts is contained in Exhibit I attached hereto, as the same may be
amended from time to time. Under no circumstances shall the
obligations, liabilities, or remedies relating to a particular Account
constitute the obligations, liabilities or remedies for any other
Account.

3) CUSTODY, DELIVERY AND RECEIPT OF SECURITIES

The Manager will be responsible for the establishment and maintenance
of proper arrangements regarding the custody of the securities and
other assets in the Accounts and the delivery and receipt of such
securities and other assets.

4) AUTHORITY OF THE MANAGER

The Manager is hereby authorized on behalf of the Client, as its agent
and attorney-in-fact, without obtaining the consent of or consulting
with the Client or any other person, to issue to brokers and dealers
instructions to purchase, sell and otherwise trade in or deal with, any
security in the Accounts for the account and at risk of, and in the
name of, the Client; to purchase from or sell to any person any
security in any of the Accounts for the account and at risk of, and in
the name of the Client; and generally to perform any other act
necessary to enable the Manager to carry out its obligations under this
Agreement. Such authorization, however, does not include authority to
deliver or pay securities or cash to the Manager.

Manager will arrange for securities transactions for the Account to be
executed through those brokers, dealers or banks that Manager believes
will provide best execution. In choosing a broker, dealer or bank,
Manager will consider the broker, dealer or bank's execution
capability, reputation and access to the markets for the securities
being traded for the Account. Manager will seek competitive commission
rates, but not necessarily the lowest rates available.

Manager may also send transactions for the Account to brokers who
charge higher commissions than other brokers, provided that Manager
determines in good faith that the amount of commissions Manager pays is
reasonable in relation to the value of the brokerage and research
services provided, viewed in terms either of that particular
transaction or Manager's overall responsibilities with respect to all
clients whose accounts Manager manages on a discretionary basis.

5) DOCUMENTATION TO BE FURNISHED

-2-
<PAGE> 3
The Client hereby agrees to furnish the Manager with such information,
authorizations and documentation as the Manager may from time to time
require to enable it to carry out its obligations under this Agreement.

The Manager shall furnish to the Client such information and
documentation in such form as the Client from time to time may
reasonably require, including such information to permit the Client to
independently assess Manager's compliance with each Account's
Investment Guidelines.

6) COMPENSATION TO MANAGER

As compensation for services which Manager renders to Client pursuant
to this Agreement and while this agreement is in effect, Manager shall
charge Client and Client shall pay Manager quarterly fees in arrears,
within 30 business days after the close of each calendar quarter, the
equivalent of all indirect and direct costs incurred by the Manager
during the relevant period (the "Cost Reimbursement Amount"). The Cost
Reimbursement Amount will be established by Manager and provided to
Client within a reasonable time period following the end of each such
calendar quarter.

7) SUB-ADVISORY SERVICES; ASSIGNMENT

If Manager at any time deems it to be in the best interest of Client,
Manager may designate and engage the services of a sub-adviser or
sub-advisers and may apportion to such sub-adviser(s) a portion of the
assets of Client described in Paragraph 1. above as Manager shall
determine in its absolute discretion after consultation with Client.
The designation of an additional investment adviser(s) and the
apportionment of any of Client's assets to any such investment
adviser(s) pursuant to this Paragraph 7. shall not modify the
respective rights and obligations of Client and Manager hereunder.

8) TERMINATION

This Agreement shall run for an initial period beginning on March 31,
1997 and ending on March 31, 2000 (the "Initial Period") unless
terminated by Client upon one hundred and eighty (180) calendar days
prior written notice for "cause", as such term is defined below.
Thereafter, this Agreement shall be renewable automatically for
successive one year periods on March 31st ("Successive One Year
Period"), unless on or after September 30, 1999, one party gives to the
other party one hundred and eighty (180) calendar days' prior written
notice of its intention to terminate the Agreement. A termination for
"cause" shall be defined as Manager substantially underperforming
certain benchmarks agreed to by Client and Manager relating to the
management of Client's assets under this Agreement during this Initial
Period. For purposes of determining whether Manager has substantially
underperformed at any time during the Initial Period, Client and
Manager shall take into account the following: (i) any "extraordinary
expenses" incurred by Manager during the relevant period, determined in
accordance with generally accepted accounting principles, (ii) any
errors committed or caused by a custodian, broker, dealer, bank or
futures commission merchant which

-3-
<PAGE> 4
Manager directs transactions for the Account or any other person, and
(iii) any losses caused by following Client's directions or
instructions.

If Client terminates this Agreement during or at the expiration of
either the Initial Period or any Successive One Year Period, Client
acknowledges and agrees that it shall be obligated to pay to Manager
any and all costs attributable to, arising from or related to such
termination.

9) DUTY AND LIABILITY OF THE MANAGER

Unless the Manager has not acted prudently or has otherwise violated
the provisions of applicable law, the Manager shall not be subject to
any liability to the Client or to any other person, firm or
organization in the course of, or connected with its obligations under
this Agreement. The Manager shall have no obligation to seek any
material non-public ("inside") information about any issuer of
securities, and shall not purchase or sell, or recommend for purchase
or sale, the securities of any issuer for the Account on the basis of
any such information as may come into its possession. Nothing herein
shall in any way constitute a waiver or limitation of any right of any
person under the federal securities law.

Solely for purposes of complying with the conditions set forth in
Prohibited Transaction Exemption 84-14 (PTE 84-14) issued pursuant to
the Employee Retirement Income Security Act of 1974, a copy of which
exemption is attached hereto as Exhibit 3, Manager acknowledges that
with respect to any Account comprised of pension plan assets, it is a
fiduciary with respect to each such plan within the meaning of Section
V(a) of PTE 84-14.

10) SERVICE TO OTHER CLIENTS

It is understood that the Manager and certain of its affiliates
perform(s) investment advisory services for various clients (including
investment companies). The Client agrees that the Manager may give
advice and take action with respect to any of its other clients which
may differ from advice given or the timing or nature of action taken
with respect to any of the Accounts, so long as it is the Manager's
policy, to the extent practical, to allocate investment opportunities
to each of the Accounts over a period of time on a fair and equitable
basis relative to other clients. It is understood that the Manager
shall not have any obligation to purchase or sell, or to recommend for
purchase or sale, for an Account any securities which its principals,
affiliates or employees may purchase or sell for its or their own
accounts or for any other client, if in the opinion of the Manager such
transaction or investment appears unsuitable, impractical or
undesirable for a particular Account.

11) NOTICES

Any notice, direction, instruction, acknowledgment, or other
communication required or contemplated by this Agreement shall be in
writing and addressed as follows:

To the Client: Hartford Life Insurance Company
P.O. Box 2999
Hartford, CT 06104-2999

-4-
<PAGE> 5
Attention: Gregory A. Boyko
Vice President

(Above for regular U.S. Postal Service mail deliveries)

Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT 06070
Attention: Gregory A. Boyko
Vice President

(Above for all other deliveries)

To the Manager: The Hartford Investment Management Company
P.O. Box 2999
Hartford, Connecticut 06104-2999
Attention: Mr. Joseph H. Gareau, President

(Above for regular U.S. Postal Service mail
deliveries)

The Hartford Investment Management Company
200 Hopmeadow Street
Simsbury, Connecticut 06070
Attention: Mr. Joseph H. Gareau, President

(Above for all other deliveries)

Any party hereto by notice hereunder to the other may designate a
different address.

12) GOVERNING LAW

The laws of the State of Connecticut shall control all matters relating
to this Agreement and shall apply to the extent not preempted by the
laws of the United States of America.

13) VOTING OF PROXIES

Manager will execute or cause to be executed proxies received by the
custodian bank from issuers of securities being held in the Accounts.
The voting of such proxies shall be cast in a manner which is in the
best interest of the relevant Account. Further, copies of all proxies,
proxy solicitation materials and other notices and written
communications relating to such securities ("Proxy Information") shall
be retained by the Manager for the Client hereunder. Client shall have
access to such Proxy Information, including the delivery of such
information by Manager to Client upon request.

14) RECORD KEEPING

-5-
<PAGE> 6
Client's accountants or auditors during regular business hours at the
Manager's offices upon reasonable prior written notice; provided,
however, that the Manager shall be permitted to keep such records or
copies thereof for such period of time as are necessary to comply with
all applicable rules and regulations of state or federal law.

15) CONFIDENTIAL INFORMATION

All information and advice furnished by the Manager to the Client shall
be treated as confidential and shall not be disclosed to third parties
by Client except as required by law or rule or regulation of any
federal or state regulatory or supervisory body, exchange or board. All
information identified by Client as proprietary shall be treated as
confidential and shall not be disclosed to the public by the Manager,
except as required by law or regulation or in order for the Manager to
carry out its responsibilities hereunder.

-6-
<PAGE> 7
16) INDEPENDENT CONTRACTOR

The Manager shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided
herein or authorized, have no authority to act for or represent the
Client in any way.

17) MISCELLANEOUS

This Agreement has been executed in several counterparts, each of which
shall be considered as an original. Where the context admits, words in
the plural shall include the singular and the singular shall include
the plural. This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and may not be
modified orally. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future law, such
provision shall be fully severable, and this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid or
unenforceable provision or its severance from this Agreement. The
Client acknowledges receipt of Part II of the Manager's Form ADV filed
with the Securities and Exchange Commission pursuant to Section 203(c)
of the Investment Advisers Act of 1940, which states information
relative to the Manager's investment and brokerage policies and other
important matters, and which the Manager warrants is the current filing
of such form, at least 48 hours prior to the execution of this
Agreement, as required by Rule 204-3 under such Act.

-7-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the date first above written.

HARTFORD LIFE INSURANCE COMPANY

By: /s/ Gregory A. Boyko
________________________________________
Gregory A. Boyko
Title: Vice President

THE HARTFORD INVESTMENT MANAGEMENT COMPANY

By: /s/ Joseph H. Gareau
________________________________________
Joseph H. Gareau
Title: President

<PAGE> 9
EXHIBIT I

LIST OF ACCOUNTS

The following constitutes a list of the Accounts referred to in Section
2 of the Management Agreement entered into between Hartford Life Insurance
Company, expressed to be the "Client" therein, and The Hartford Investment
Management Company, expressed to be the "Manager" therein, dated as of March ,
1997 (the "Management Agreement").

The Accounts contained in the following list may be added to or deleted
from such list from time to time by a written agreement between the parties to
the Management Agreement. Such supplemental agreement(s) shall be annexed
hereto.

Divisions of Hartford Life Insurance Company (HLIC) Corporate-Owned Life
Insurance (COLI) Separate Accounts

(A) COLI Separate Account Series IIA Immunized Portfolio Division
(B) COLI Separate Account - Commingled Lehman Aggregate Bond Index Division
(C) COLI Separate Account Series IIB Passive Targeted Duration Division
(D) COLI Separate Account Series II Flexible Bond Division - Portfolio A
(E) COLI Separate Account Series IIB Libor Enhanced Liquidity Division
(F) COLI Separate Account - Commingled Money Market Division
(G) COLI Separate Account - Commingled Government Money Market Division
(H) COLI Separate Account - Commingled S&P 500 Division

HLIC Separate Accounts

(I) Pension Separate Account GP2
(J) Pension Separate Account GP4
(K) Pension Separate Account GP5
(L) Pension Separate Account BF
(M) Pension Separate Account B - Active Bond Portfolio
(N) Pension Separate Account B - Enhanced Index Fund
(O) Pension Separate Account A
(P) Pension Separate Account BI
(Q) Pension Separate Account CH-1A
(R) Pension Separate Account CH-1B
(S) Pension Separate Account CC [Core Account only]

-9-

<PAGE> 1
Exhibit 10.4

MANAGEMENT AGREEMENT
LIFE COMPANIES

This AGREEMENT, made as of this 31st day of March, 1997, by
and between each of the companies listed in the signature block below,
individually and in no case jointly (each such company being hereinafter
individually referred to as the "Client"), and HARTFORD INVESTMENT SERVICES,
INC., a corporation organized pursuant to the laws of the State of Connecticut
(the "Manager").

WITNESSETH:

WHEREAS, Client has an obligation to invest its assets in order to meet
the obligations of its policyholders; and

WHEREAS, from time to time Client seeks investment services from
various investment advisers to provide investment management services; and

WHEREAS, Manager is in the business of providing investment management
services; and

WHEREAS, Client wishes to appoint Manager to serve as investment
manager with respect to a portion of Client's assets and the Manager is willing
to so serve;

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:

1) APPOINTMENT OF MANAGER
Effective as of the 31st day of March, 1997, and until this appointment is
terminated as provided in Paragraph 8 hereof, the Client hereby appoints
the Manager as an investment manager and delegates to the Manager the power
to manage (including the power to acquire or dispose of), in accordance
with the terms and conditions of this Agreement, that
<PAGE> 2
Management Agreement Page -2-

portion of the assets of the Client which constitute, from time to time,
one or more accounts established by Client from time to time (each such
account is hereinafter individually referred to as an "Account" and are
collectively referred to as the "Accounts"). The "Account" shall mean all
invested assets of the Client unless otherwise agreed to by Manager
including client's general accounts and guaranteed separate accounts
("Invested Assets"), any non-guaranteed separate account assets of Client,
such as accounts which are not in compliance with performance reporting
standards provided by the Association for Investment Management Research,
deposited into an account established under this Agreement and funds that
are available for investment by Manager ("Available Funds") of the Client
which by notice given or caused to be given by the Client to the Manager,
are placed in the Account, and the investments and reinvestments of, and
all income earned by, any assets from time to time in the Account. The list
of initial accounts is attached as Schedule 1. By notice given or caused to
be given by the Client to the Manager, assets of the Client may be added to
or withdrawn from the Account(s), provided, however, that with regard to
assets withdrawn by the Client under this Paragraph 1, Client may not
engage the investment advisory services of any investment adviser which is
not affiliated with Manager without Manager's prior written approval.

2) INVESTMENT DIRECTION
Client hereby directs the Manager to use its best efforts to select
investments for the Account(s) in compliance with Client's Investment
Policy supplied to and agreed to by Manager in writing. Client may change
the Investment Policy at any time, but Manager will be bound by the changes
only after it has received and agreed to them in writing. The
<PAGE> 3
Management Agreement Page -3-

Client understands and is willing to accept the risk involved therein and
further understands that there can be no assurance that such objectives
will be achieved.

Client shall keep Manager fully and promptly informed of its business
operations, including all relevant management information, for example
actual and projected cash flow, balance sheet and income related data,
non-investment cash needs, liabilities, factors affecting income taxes,
capital position and state deposit requirements. In addition, Client shall
supply Manager with any other information deemed relevant by Client or
Manager for the development and operation of Client's Investment Policy.

3) CUSTODY, DELIVERY AND RECEIPT OF SECURITIES
The Manager will be responsible for the establishment and maintenance of
proper arrangements regarding the custody of the securities and other
assets in the Account(s) and the delivery and receipt of such securities
and other assets.

4) AUTHORITY OF THE MANAGER
The Manager is hereby authorized on behalf of the Client, as its agent and
attorney-in-fact, without obtaining the consent of or consulting with the
Client or any other person, to issue to brokers and dealers instructions to
purchase, sell and otherwise trade in or deal with, any security in the
Account(s) for the account and at risk of, and in the name of, the Client;
to purchase from or sell to any person any security in the Account(s) for
the account and at risk of, and in the name of the Client; and generally to
perform any other act necessary to
<PAGE> 4
Management Agreement Page -4-

enable the Manager to carry out its obligations under this Agreement. Such
authorization, however, does not include authority to deliver or pay
securities or cash to the Manager.

Manager will arrange for securities transactions for the Account to be
executed through those brokers, dealers or banks that Manager believes will
provide best execution. In choosing a broker, dealer or bank, Manager will
consider the broker, dealer or bank's execution capability, reputation and
access to the markets for the securities being traded for the Account.
Manager will seek competitive commission rates, but not necessarily the
lowest rates available.

Manager may also send transactions for the Account to brokers who charge
higher commissions than other brokers, provided that Manager determines in
good faith that the amount of commissions Manager pays is reasonable in
relation to the value of the brokerage and research services provided,
viewed in terms either of that particular transaction or Manager's overall
responsibilities with respect to all clients whose accounts Manager manages
on a discretionary basis.

5) DOCUMENTATION TO BE FURNISHED
The Client hereby agrees to furnish the Manager with such information,
authorizations and documentation as the Manager may from time to time
require to enable it to carry out its obligations under this Agreement.
<PAGE> 5
Management Agreement Page -5-

The Manager shall furnish to the Client such information and documentation
in such form as the Client from time to time may reasonably require,
including such information to permit the Client to independently assess
Manager's compliance with Client's Investment Policy.

6) COMPENSATION TO MANAGER
As compensation for services Manager renders to Client pursuant to this
Agreement and while this agreement is in effect, Manager shall charge
Client and Client shall pay Manager quarterly fees in arrears, within 30
business days after the close of each calendar quarter, the equivalent of
all indirect and direct costs incurred by the Manager during the relevant
period (the "Cost Reimbursement Amount"). The Cost Reimbursement Amount
will be established by Manager and provided to Client within a reasonable
time period following the end of each such calendar quarter.

7) SUB-ADVISORY SERVICES; ASSIGNMENT
If Manager at any time deems it to be in the best interest of Client,
Manager may designate and engage the services of a sub-adviser or
sub-advisers and may apportion to such sub-adviser(s) a portion of the
assets of Client described in Paragraph 1. above as Manager shall determine
in its absolute discretion after consultation with Client. The designation
of an additional investment adviser(s) and the apportionment of any of
Client's assets to any such investment adviser(s) pursuant to this
Paragraph 7. shall not modify the respective rights and obligations of
Client and Manager hereunder.
<PAGE> 6
Management Agreement Page -6-

No assignment (as that term is defined in the Investment Advisers Act of
1940) of this Agreement shall be made by the Manager without the consent of
the Client, such consent not to be unreasonably withheld. Notwithstanding
anything contained in the immediately preceding sentence to the contrary,
Manager may assign its rights and obligations under this Agreement to any
of its affiliates which perform investment advisory services without
Client's prior consent.

8) TERMINATION

This Agreement shall run for an initial period beginning on March 31, 1997
and ending on March 31, 2000 (the "Initial Period") unless terminated by
Client upon one hundred and eighty (180) calendar days prior written notice
for "cause", as such term is defined below. Thereafter, this Agreement
shall be renewable automatically for successive one year periods on March
31st ("Successive One Year Period"), unless on or after September 30, 1999,
one party gives to the other party one hundred and eighty (180) calendar
days prior written notice of its intention to terminate the Agreement. A
termination for "cause" shall be defined as Manager substantially
underperforming certain benchmarks agreed to by Client and Manager relating
to the management of Client's assets under this Agreement during the
Initial Period. For purposes of determining whether Manager has
substantially underperformed at any time during the Initial Period, Client
and Manager shall take into account the following: (i) any "extraordinary
expenses" incurred by Manager during the relevant period, determined in
accordance with generally accepted accounting principals, (ii) any errors
committed or caused by a custodian, broker, dealer, bank or futures
<PAGE> 7
Management Agreement Page -7-

commission merchant which Manager directs transactions for the Account or
any other person, and (iii) any losses caused by following Client's
directions or instructions.

If Client terminates this Agreement during or at the expiration of either
the Initial Period or any Successive One Year Period, Client acknowledges
and agrees that it shall be obligated to pay to Manager any and all costs
attributable to, arising from or related to such termination.

9) DUTY AND LIABILITY OF THE MANAGER

Unless the Manager has not acted prudently or has otherwise violated the
provisions of applicable law, the Manager shall not be subject to any
liability to the Client or to any other person, firm or organization in the
course of, or connected with its obligations under this Agreement. The
Manager shall have no obligation to seek any material non-public ("inside")
information about any issuer of securities, and shall not purchase or sell,
or recommend for purchase or sale, the securities of any issuer for the
Account(s) the basis of any such information as may come into its
possession. Nothing herein shall in any way constitute a waiver or
limitation of any right of any person under the federal securities law.

10) SERVICE TO OTHER CLIENTS

It is understood that the Manager and its affiliates perform investment
advisory services for various clients (including investment companies). The
Client agrees that the Manager may give advice and take action with respect
to any of its other clients which may differ from advice given or the
timing or nature of action taken with respect to the Account(s), so long
<PAGE> 8
Management Agreement Page -8-

as it is the Manager's policy, to the extent practical, to allocate
investment opportunities to the Account(s) over a period of time on a fair
and equitable basis relative to other clients. It is understood that the
Manager shall not have any obligation to purchase or sell, or to recommend
for purchase or sale, for the Account(s) any securities which its
principals, affiliates or employees may purchase or sell for its or their
own accounts or for the account of any other client, if in the opinion of
the Manager such transaction or investment appears unsuitable, impractical
or undesirable for the Account.

11) NOTICES

Any notice, direction, instruction, acknowledgment, or other communication
required or contemplated by this Agreement shall be in writing and
addressed as follows:

To a Client listed on Schedule 1:

200 Hopmeadow Street
Simsbury, CT 06070
Attention: Gregory A. Boyko
Vice President

To the Manager: Hartford Investment Services, Inc.
200 Hopmeadow Street
Simsbury, Connecticut 06070
Attention: Mr. Joseph H. Gareau
President

Any party hereto by notice hereunder to the other may designate a different
address.

<PAGE> 9
Management Agreement Page -9-

12) GOVERNING LAW

The laws of the State of Connecticut shall control all matters relating to
this Agreement and shall apply to the extent not preempted by the laws of
the United States of America.

13) VOTING OF PROXIES

Manager will execute or cause to be executed proxies received by the
custodian bank from issuers of securities being held in the Account(s). The
voting of such proxies shall be cast in a manner which is in the best
interest of the Account(s). Further, copies of all proxies, proxy
solicitation materials and other notices and written communications
relating to such securities ("Proxy Information") shall be retained by the
Manager for the Client hereunder. Client shall have access to such Proxy
Information, including the delivery of such information by Manager to
Client upon request.

14) RECORD KEEPING

Manager agrees that all records which it maintains for the Account shall be
the property of the Client and that it will surrender promptly to the
designated officers or employees of the Client any or all such records upon
request. All such records shall be made available, within a mutually
agreeable time upon request by Client, to the Client or to Client's
accountants or auditors during regular business hours at the Manager's
offices upon reasonable prior written notice; provided, however, that the
Manager shall be permitted to keep such records or copies thereof for such
period of time as are necessary to comply with all applicable rules and
regulations of state or federal law.
<PAGE> 10
Management Agreement Page -10-

15) CONFIDENTIAL INFORMATION

All information and advice furnished by the Manager to the Client shall be
treated as confidential and shall not be disclosed to third parties by
Client except as required by law or rule or regulation of any federal or
state regulatory or supervisory body, exchange or board. All information
identified by Client as proprietary shall be treated as confidential and
shall not be disclosed to the public by the Manager, except as required by
law or regulation or in order for the Manager to carry out its
responsibilities hereunder.

16) INDEPENDENT CONTRACTOR

The Manager shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided herein or
authorized, have no authority to act for or represent the Client in any
way.

17) MISCELLANEOUS

This Agreement may be executed in two or more counterparts, each of which
shall be considered as an original. Where the context admits, words in the
plural shall include the singular and the singular shall include the
plural. This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and may not be modified orally.
If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future law, such provision shall by fully
severable, and this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of
this Agreement, and the remaining provisions of
<PAGE> 11
Management Agreement Page -11-

this Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or its
severance from this Agreement.
<PAGE> 12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers on the date first above
written.

HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
ALPINE LIFE INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY
ITT HARTFORD LIFE AND ANNUITY INSURANCE CO.
ITT HARTFORD INTERNATIONAL LIFE REASSURANCE CORP.

By: /s/ Gregory A. Boyko
-------------------------------------
Name: Gregory A. Boyko
Title: Vice President

HARTFORD INVESTMENT SERVICES, INC.

By: /s/ Joseph H. Gareau
-------------------------------------
Name: Joseph H. Gareau
Title: President
<PAGE> 13
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS THAT __________________________, a
corporation organized and existing under the laws of the State of ____________,
and having its principal place of business in ____________, ____________, does
hereby constitute and appoint HARTFORD INVESTMENT SERVICES, INC. of Hartford,
Connecticut, its true and lawful attorney for it and in its name and stead to:
(i) to buy, sell, assign, transfer and deliver or accept stocks, bonds, notes,
mortgages, certificates and other securities; (ii) to make, endorse, execute and
deliver under corporate seal of _______________________ any and all contracts,
assignments, transfers and other instruments necessary or proper to effect the
authority hereby conferred; and (iii) to open and maintain such bank accounts as
are necessary and proper to effect the authority hereby conferred; provided,
however, that all such authority shall be exercised pursuant to the terms of
that certain Management Agreement between ____________________ and Hartford
Investment Services, Inc. dated March __, 1997, the said _______________ hereby
ratifying and confirming all that the said attorney shall lawfully do or cause
to be done by virtue hereof.

IN WITNESS WHEREOF, __________________________ has caused its corporate
name to be signed by its ________________________ and its corporate seal to be
affixed and attested by its (Assistant) Secretary, all being done on this ___
day of March, 1997.

ATTEST: ________________________________________
INSURANCE COMPANY

_____________________________ By:_____________________________________
(Assistant) Secretary Name:
Title:
<PAGE> 14
SCHEDULE 1

Hartford Life and Accident Insurance Co.

Hartford Life Insurance Company

ITT Hartford Life and Annuity Insurance Company

ITT Hartford International Life Reassurance Corporation

<PAGE> 1
Exhibit 10.5

SUBLEASE AGREEMENT

This Sublease Agreement (Sublease Agreement) is made as of the 19th
day of May, 1997, by and between HARTFORD FIRE INSURANCE COMPANY, a
Connecticut corporation, having an office at Hartford Plaza, 690 Asylum Avenue,
Hartford, Connecticut 06115, Attention: Corporate Real Estate Department
(Sublandlord) and HARTFORD LIFE, INC., a Delaware corporation, having an office
at 200 Hopmeadow Street, Simsbury, Connecticut 06070, Attention:
General Counsel (Subtenant).

RECITALS:

A. Sublandlord is the lessee under a Sublease and Agreement, dated as
of October 1, 1984 (Over-Lease) with SIMSBURY ASSOCIATES LIMITED PARTNERSHIP,
successor-in-interest to Simsbury Leasing Joint Venture, as lessor (Landlord)
for the Land, the Improvements and the respective easements, licenses, permits,
rights and appurtenances relating to the Land and the Improvements, all as more
fully described in the Over-Lease (collectively, the Premises) relating to the
building and improvements known as Hartford Life Insurance Company Headquarters,
located at 200 Hopmeadow Street, Simsbury, Connecticut (Building). A copy of the
Over-Lease is attached hereto and made a part hereof as Exhibit A.

B. Subtenant wishes to sublease the Premises from Sublandlord and
Sublandlord agrees to do so on the following terms and conditions.

C. Any capitalized term used herein and not otherwise defined shall
have the meaning given to it in the Over-Lease.

NOW THEREFORE, in consideration of the Recitals and the terms,
covenants and conditions contained herein, the parties hereby agree as follows:

1. PREMISES. Sublandlord hereby subleases the Premises to Subtenant,
and Subtenant hereby hires the Premises from Sublandlord, commencing as of May
19, 1997, which date shall be the commencement date of the term of this Sublease
Agreement (Effective Date). Except as otherwise expressly provided in this
Sublease Agreement, Subtenant will perform and observe all the covenants and
conditions contained in the Over-Lease on Sublandlord's part to be performed and
observed (including, without limitation, that Subtenant shall be liable for all
costs and expenses for which Sublandlord is responsible as lessee under the
Over-Lease), which shall accrue from and after the Effective Date. As between
Sublandlord and Subtenant, Subtenant's liability under the Over-Lease shall be
primary.

2. TERM. The term of this Sublease Agreement shall commence on the
Effective Date, and shall end at 11:59 P.M. on the second day prior to the
twenty-fifth (25th) anniversary of the commencement of the Primary Term (i.e.,
the term of this Sublease Agreement shall end
<PAGE> 2
-2-

at 11:59 P.M. on December 31, 2009). Any provisions of the Over-Lease to the
contrary notwithstanding (including, without limitation, the provisions of
paragraph 3 thereof), Subtenant shall have no option to extend the term of this
Sublease Agreement.

3. RENT. (a) Notwithstanding the amounts and dates set forth in
paragraph 4 of the Over-Lease and in Schedule B of the Over-Lease, the Fixed
Rent due and payable from Subtenant to Sublandlord during the term of this
Sublease Agreement shall be as set forth on Exhibit B attached hereto and made a
part hereof. Payments of Fixed Rent for any partial period of less than six
months or one year, as the case may be (including any partial period from the
Effective Date through June 30, 1997) shall be prorated on a per diem basis.

(b) Fixed Rent shall be payable without notice or demand, and
without abatement, deduction or setoff. TIME SHALL BE OF THE ESSENCE OF EACH AND
EVERY PAYMENT OF FIXED RENT HEREUNDER. Any other sums as shall become due from
Subtenant to Sublandlord hereunder shall be paid within 30 days after receipt of
a statement therefor from Sublandlord. Payments of Fixed Rent and such other
sums as shall become due from Subtenant to Sublandlord hereunder shall all be
paid to Sublandlord by wire transfer of immediately available funds to
Sublandlord's bank account at Fleet National Bank, 777 Main Street, Hartford,
Connecticut 06115-2000, ABA number 011900445, Account number 0139795, for
"Simsbury Rent", or by such other means, or at or to such other place or
account, or to such other agent, as Sublandlord may designate by notice to
Subtenant. Subtenant's obligation to pay any and all sums payable hereunder
shall survive the termination of this Sublease Agreement.

(c) Sublandlord agrees that, upon timely receipt from
Subtenant of the periodic payments of Fixed Rent as and when due and payable
hereunder, Sublandlord shall make timely payment to Landlord of the Rent
Payments (as defined in the Over-Lease) as and when due and payable under the
terms of the Over-Lease.

4. NOTICES. All notices, demands, offers, consents, approvals,
elections or other communications permitted or required to be given hereunder (a
notice or notices) shall be in writing and shall be deemed given on the date of
actual receipt by the party to which it is directed, notwithstanding any further
direction to the attention of any individual or department; provided, however,
that if notices are required by this Sublease Agreement to be sent to the
attention of any individual or department, the notice shall be effective only if
the envelope or wrapper in which it is sent is so addressed. Notices shall be
addressed to the parties at their respective addresses set forth above. Any
address or name specified above may be changed by a notice given to the
addressee by the other party in accordance with this paragraph, and either party
may specify by such a notice any other person or entity that is to receive
copies of notices hereunder. The inability to deliver a notice because of a
changed address for which no prior notice was given or
<PAGE> 3
-3-

rejection or other refusal to accept any notice shall be deemed to be the
receipt of the notice as of the date of such inability to deliver or rejection
or refusal to accept. Sublandlord agrees to use its reasonable efforts to give
to Subtenant all notices and bills received by Sublandlord with respect to the
Premises, provided, however, that such failure shall give Subtenant neither any
rights of offset (unless such failure impairs Subtenant's rights hereunder or
under the Over-Lease), nor any rights of termination.

5. ALTERATIONS. If Subtenant shall desire to make any changes,
alterations, office reconfigurations, additions or improvements to or within the
Premises (Alterations), Subtenant shall request Sublandlord to make the
Alterations. Sublandlord shall make such Alterations at the sole cost and
expense of Subtenant; provided, however, if the requested Alternations are of
such a nature that notification or prior approval (or both) of the Landlord is
required therefor by the terms of the Over-Lease, then Sublandlord shall so
notify Landlord or shall endeavor to obtain the prior written approval of
Landlord (or both, as the case may be). Sublandlord's determination shall be
conclusive on the parties as to whether or not the approval of Landlord is
required for the Alterations. Sublandlord shall have no obligation to make any
Alterations in the absence of a required approval from Landlord.

6. NO RIGHT TO TERMINATE FOR UNECONOMIC USE DURING THE PRIMARY TERM;
NO RIGHT TO PURCHASE; NO RIGHT OF FIRST REFUSAL. The rights of Sublandlord, as
lessee under the Over-Lease, as set forth in paragraph 12, paragraph 13 and in
paragraph 15 of the Over-Lease, are retained by Sublandlord and are not assigned
to Subtenant. Any provisions of the Over-Lease to the contrary notwithstanding:
(a) Subtenant shall have no right to terminate this Sublease Agreement for any
of the reasons set forth in paragraph 12 of the Over-Lease; (b) Subtenant shall
have no right to purchase the interests in the Premises of Master Lessor,
Landlord or Sublandlord; and (c) Subtenant shall have no right of first refusal
with respect to any disposition of the interests in the Premises of Master
Lessor, Landlord or Sublandlord.

7. GROUND LEASE. (a) All rights of Subtenant and Sublandlord under
this Sublease Agreement are subject to the covenants, terms and conditions of
the Ground Lease. Subtenant will duly and punctually observe and perform, at its
sole cost and expense, all covenants, terms and conditions imposed by the Ground
Lease upon the lessee thereunder (including, without limitation, the payment of
all rents and other sums), to the end that, as between Sublandlord and
Subtenant, Sublandlord shall have no responsibility for compliance with the
provisions of the Ground Lease and shall be indemnified by Subtenant against all
liability, loss, cost and expense resulting from non-performance thereunder.
Sublandlord agrees to cooperate with Subtenant to enable Subtenant to perform
its obligations under this paragraph 7, provided that Sublandlord shall not be
obligated to incur any expenses or subject itself to any liabilities or
obligations as a result of such cooperation.
<PAGE> 4
-4-

(b) If any event shall occur which, pursuant to the terms of the Ground
Lease, with or without the passage of time, shall enable the lessee under the
Ground Lease to terminate the same, Subtenant shall notify Sublandlord thereof
within five (5) days after Subtenant shall have become aware of the occurrence
thereof. Notwithstanding any such right of termination, Subtenant shall take no
action so to terminate the Ground Lease and shall take such action, if any, as
shall be necessary to maintain the estate of Sublandlord, Landlord and Master
Lessor in the Premises.

(c) If any event shall occur which, pursuant to the terms of the
Ground Lease, with or without the passage of time, shall enable the lessor
thereunder to terminate the same or to impair or restrict the rights of the
lessee thereunder, Subtenant shall notify Sublandlord within five (5) days after
Subtenant shall have become aware of the occurrence thereof and shall take such
action, if any, as shall be necessary to maintain the rights of Sublandlord,
Landlord or Master Lessor in the Premises and to enable the full enjoyment of
such rights as they existed prior to such impairment or restriction. It is
recognized that Sublandlord, Landlord or Master Lessor can cause a default under
the Ground Lease notwithstanding Subtenant's compliance with the terms of this
paragraph 7. If Sublandlord, Landlord or Master Lessor causes such a default at
a time when Subtenant has otherwise fully performed its obligations under this
Lease (including, without limitation, its obligation pursuant to this paragraph
7), such default shall not constitute a breach hereof, an event of default
hereunder or an Event of Default under the Over-Lease.

8. OVER-LEASE. This Sublease Agreement is subject to the Over-Lease
and, except when inconsistent with the terms hereof, the terms, covenants and
conditions of the Over-Lease (with appropriate changes to reflect the identities
of the parties hereto) shall supplement and are made a part of this Sublease
Agreement and are binding upon Subtenant and shall inure to the benefit of
Sublandlord. Subtenant shall observe and perform all of the terms, covenants and
conditions to be performed by Sublandlord under the Over-Lease, except when
inconsistent with the terms hereof, and Subtenant further covenants and agrees
not to do or suffer or permit anything to be done that would result in a default
under or cause the Over-Lease to be terminated.

9. SUBLANDLORD'S DUTIES. At the sole cost and expense of Subtenant,
Sublandlord shall perform or cause to be performed, all property management
services, maintenance, repairs and replacements relating to the Premises, which
services shall be performed in the sole discretion of Sublandlord in accordance
with generally accepted commercial standards for the management of first-class
corporate headquarters office properties. Notwithstanding the foregoing,
Sublandlord shall not be obligated to perform nor does it guarantee the
performance of Landlord's duties under the Over-Lease. In the event of any
default of Landlord, Subtenant shall send any required notices to Landlord with
a copy to Sublandlord. Subtenant agrees that Sublandlord's only obligation in
such event will be to join with Subtenant, at Subtenant's expense, in making
demand on Landlord
<PAGE> 5
-5-

to fulfill its obligations under the Over-Lease. In no event shall Subtenant be
allowed any abatement or diminution of Fixed Rent under this Sublease Agreement
because of Landlord's failure to perform any of its obligations under the
Over-Lease.

10. NO AUTHORITY. Except as provided herein, Subtenant shall not have
any authority to contact or make any agreement with Landlord regarding the
Premises or the Over-Lease.

11. DEFAULT. In the event of a default by Subtenant of any of the terms
or obligations of this Sublease Agreement or the Over-Lease, Sublandlord shall
have all the remedies provided to Landlord for default in the Over-Lease.

12. LIABILITY AND INDEMNITY. Neither Sublandlord nor any of its agents
or employees shall be liable to Subtenant, nor to any of Subtenant's agents,
employees, contractors or invitees for any loss or damage to property or injury
to persons resulting from any cause of whatever nature unless caused solely by
the negligence of Sublandlord, its agents or employees. Subtenant shall
indemnify and save harmless Sublandlord against and from all liabilities,
obligations, damages, penalties, claims, costs and expenses, including, without
limitation, attorneys' fees, incurred as a result of any breach by Subtenant,
its agents, employees, contractors or invitees of any covenant or condition
hereof or of the Over-Lease or of the negligent or improper act or omission of
Subtenant, its agents, employees, contractors or invitees. Subtenant shall name
Sublandlord, Landlord and Master Lessor as Additional Insureds under the
policies of insurance required by the terms of the Over-Lease.

13. ASSIGNMENT AND SUB-SUBLEASE. Any provisions of the Over-Lease to
the contrary notwithstanding (including, without limitation, the provisions of
paragraph 16 of the Over-Lease), Subtenant shall not assign, mortgage or
encumber this Sublease Agreement or any interest herein, nor sub-sublet or
suffer or permit the Premises or any part thereof to be used by others.

14. NO REPRESENTATIONS. Neither Sublandlord nor its agents or employees
have made any representations or promises with respect to the Premises and
Subtenant agrees to take the Premises in "as is" condition.

15. SUCCESSORS. The terms, covenants and conditions of this Sublease
Agreement shall be binding upon and inure to the benefit of Sublandlord and
Subtenant and their respective successors and, except as otherwise provided,
their assigns.

16. MODIFICATIONS. This Sublease Agreement is the entire agreement
between the parties with respect to the subject matter hereof and may not be
modified or amended except by an agreement in writing signed by the parties
hereto.

17. NO BROKER. Each party represents to the other that it has had no
dealings, either direct or indirect, with any real estate agent or broker in
connection with the subject matter hereof. Each party shall indemnify and hold
harmless the other party from and against any costs,
<PAGE> 6
-6-

claims, expenses and liabilities (including, without limitation, attorneys'
fees) incurred by such other party by reason of any claim by any agent or broker
claiming to have dealt with the party making the representation.

IN WITNESS WHEREOF, the parties have executed this Sublease Agreement.

(SUBTENANT) (SUBLANDLORD)
HARTFORD LIFE, INC. HARTFORD FIRE INSURANCE

By /s/ Lowndes A. Smith By /s/ Michael S. Wilder
-------------------------- -----------------------------
Lowndes A. Smith Michael S. Wilder

Its Chief Executive Officer Its Sr. Vice President and
and President General Counsel
------------------------- ----------------------------

<PAGE> 1
Exhibit 10.7

1997 HARTFORD LIFE, INC. INCENTIVE STOCK PLAN

1. PURPOSE

The purpose of the 1997 Hartford Life, Inc. Incentive Stock Plan is to
motivate and reward superior performance on the part of employees of Hartford
Life, Inc. and its subsidiaries and Participating Companies and to thereby
attract and retain employees of superior ability. In addition, the Plan is
intended to further opportunities for stock ownership by such employees in order
to increase their proprietary interest in the Company, and, as a result, their
interest in the success of the Company. Awards will be made, in the discretion
of the Committee, to Key Employees (including officers and directors who are
also employees) whose responsibilities and decisions directly affect the
performance of any Participating Company and its subsidiaries. Such incentive
awards may consist of stock options, stock appreciation rights payable in stock
or cash, performance shares, restricted stock or any combination of the
foregoing, as the Committee may determine.

2. DEFINITIONS

When used herein, the following terms shall have the following meanings:

"ACCELERATION EVENT" means the occurrence of an event defined in Section 9 of
the Plan.

"ACT" means the Securities Exchange Act of 1934.

"ANNUAL LIMIT" means the maximum number of shares of Stock for which Awards
may be granted under the Plan in each Plan Year as provided in Section 3 of the
Plan.

"AWARD" means an award granted to any Key Employee in accordance with the
provisions of the Plan in the form of Options, Rights, Performance Shares or
Restricted Stock, or any combination of the foregoing.

"AWARD AGREEMENT" means the written agreement evidencing each Award granted
to a Key Employee under the Plan.

"BENEFICIARY" means the beneficiary or beneficiaries designated pursuant to
Section 10 to receive the amount, if any, payable under the Plan upon the death
of a Key Employee.

"BOARD" means the Board of Directors of the Company.

1
<PAGE> 2
"CODE" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. (All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.)

"COMMITTEE" means the Compensation and Personnel Committee of the Board or
such other committee as may be designated by the Board to administer the Plan.

"COMPANY" means Hartford Life, Inc. and its successors and assigns.

"FAIR MARKET VALUE," unless otherwise indicated in the provisions of this
Plan, means, as of any date, the composite closing price for one share of Stock
on the New York Stock Exchange or, if no sales of Stock have taken place on such
date, the composite closing price on the most recent date on which selling
prices were quoted, the determination to be made in the discretion of the
Committee.

"INCENTIVE STOCK OPTION" means a Stock option qualified under Section 422 of
the Code.

"KEY EMPLOYEE" means an employee (including any officer or director who is
also an employee) of any Participating Company whose responsibilities and
decisions, in the judgment of the Committee, directly affect the performance of
the Company and its subsidiaries.

"LIMITED STOCK APPRECIATION RIGHT" means a stock appreciation right which
shall become exercisable automatically upon the occurrence of an Acceleration
Event as described in Section 9 of the Plan.

"OPTION" means an option awarded under Section 5 of the Plan to purchase
Stock of the Company, which option may be an Incentive Stock Option or a
non-qualified Stock option.

"PARTICIPATING COMPANY" means the Company or any subsidiary or other
affiliate of the Company; provided, however, for Incentive Stock Options only,
"Participating Company" means the Company or any corporation which at the time
such Option is granted qualifies as a "subsidiary" of the Company under Section
424(f) of the Code.

"PERFORMANCE SHARE" means a performance share awarded under Section 6 of the
Plan.

"PLAN" means the 1997 Hartford Life, Inc. Incentive Stock Plan, as the same
may be amended, administered or interpreted from time to time.

"PLAN YEAR" means the calendar year.

"RETIREMENT" means eligibility to receive immediate retirement benefits under
a Participating Company pension plan.

2
<PAGE> 3
"RESTRICTED STOCK" means Stock awarded under Section 7 of the Plan subject to
such restrictions as the Committee deems appropriate or desirable.

"RIGHT" means a stock appreciation right awarded in connection with an Option
under Section 5 of the Plan.

"STOCK" means the Class A common stock ($.01 par value) of the Company.

"TOTAL DISABILITY" means the complete and permanent inability of a Key
Employee to perform all of his or her duties under the terms of his or her
employment with any Participating Company, as determined by the Committee upon
the basis of such evidence, including independent medical reports and data, as
the Committee deems appropriate or necessary.

3. SHARES SUBJECT TO THE PLAN

The aggregate number of shares of Stock which may be awarded under the Plan
in any Plan Year shall be subject to an annual limit. The maximum number of
shares of Stock for which Awards may be granted under the Plan in each Plan Year
shall be 1.5 percent (1.5%) of the total of the issued and outstanding shares of
Class A common Stock and Class A Treasury Stock as reported in the Annual Report
on Form 10-K of the Company for the fiscal year ending immediately prior to any
Plan Year, except that for the Plan year that includes the initial public
offering of stock of the Company, such maximum number shall be 1.5% of the
issued and outstanding shares of Class A common stock of the Company immediately
following such offering (excluding shares issued by virtue of underwriters'
over-allotments). Any unused portion of the Annual Limit for any Plan Year shall
be carried forward and be made available for awards in succeeding Plan Years.

In addition to the foregoing, in no event shall more than five million
(5,000,000) shares of Stock be cumulatively available for Awards of incentive
Stock options under the Plan, and provided further, that no more than twenty
percent (20%) of the total number of shares on a cumulative basis shall be
available for restricted stock and performance shares Awards. For any Plan Year,
no individual employee may receive an Award of Stock options for more than the
lesser of (i) ten percent (10%) of the Annual Limit on available shares
applicable to that Plan Year and (ii) 500,000 shares; except that, for the Plan
Year that follows initial public offering of stock of the Company, each
individual employee may receive in addition to the foregoing limit that number
of substitute Stock options equitably determined by the Committee to be required
to replace ITT Hartford Group, Inc. stock options surrendered by such employee
in connection with such offering.

3
<PAGE> 4
Subject to the above limitations, shares of Stock to be issued under the Plan
may be made available from the authorized but unissued shares, or shares held by
the Company in treasury or from shares purchased in the open market.

Notwithstanding anything herein to the contrary, and to the extent permitted
by applicable law, no award of shares of Stock shall be made under the Plan, and
the Company shall have no obligation to make any award of shares of Stock under
the Plan, if such award would cause the direct or indirect percentage ownership
of ITT Hartford Group, Inc. of the combined voting power or the value of the
capital stock of the Company to fall below 80%.

For the purpose of computing the total number of shares of Stock available
for Awards under the Plan and in applying the limitation in the preceding
paragraph, there shall be counted against the foregoing limitations the number
of shares of Stock subject to issuance upon exercise or settlement of Awards and
the number of shares of Stock which equal the value of performance share Awards,
in each case determined as at the dates on which such Awards are granted. If any
Awards under the Plan are forfeited, terminated, expire unexercised, are settled
in cash in lieu of Stock or are exchanged for other Awards, the shares of Stock
which were theretofore subject to such Awards shall again be available for
Awards under the Plan to the extent of such forfeiture, termination, cash
settlement or exchange of such Awards. Further, any shares that are exchanged
(either actually or constructively) by optionees as full or partial payment to
the Company of the purchase price of shares being acquired through the exercise
of a Stock option granted under the Plan may be available for subsequent Awards.

4. GRANT OF AWARDS AND AWARD AGREEMENTS

(a) Subject to the provisions of the Plan, the Committee shall (i) determine
and designate from time to time those Key Employees or groups of Key Employees
to whom Awards are to be granted; (ii) determine the form or forms of Award to
be granted to any Key Employee; (iii) determine the amount or number of shares
of Stock subject to each Award; and (iv) determine the terms and conditions of
each Award.

(b) Each Award granted under the Plan shall be evidenced by a written Award
Agreement. Such agreement shall be subject to and incorporate the express terms
and conditions, if any, required under the Plan or required by the Committee.

5. STOCK OPTIONS AND RIGHTS

(a) With respect to Options and Rights, the Committee shall (i) authorize the
granting of Incentive Stock Options, non-qualified Stock options, or a
combination of Incentive Stock Options and non-qualified Stock options; (ii)
authorize the granting of Rights which may be granted in connection with all or
part of any Option granted under this Plan, either concurrently

4
<PAGE> 5
with the grant of the Option or at any time thereafter during the term of the
Option; (iii) determine the number of shares of Stock subject to each Option or
the number of shares of Stock that shall be used to determine the value of a
Right; and (iv) determine the time or times when and the manner in which each
Option or Right shall be exercisable and the duration of the exercise period.

(b) Any option issued hereunder which is intended to qualify as an Incentive
Stock Option shall be subject to such limitations or requirements as may be
necessary for the purposes of Section 422 of the Code or any regulations and
rulings thereunder to the extent and in such form as determined by the Committee
in its discretion.

(c) The exercise period for a non-qualified Stock option and any related
Right shall not exceed ten years and two days from the date of grant, and the
exercise period for an Incentive Stock Option and any related Right shall not
exceed ten years from the date of grant.

(d) The Option price per share shall be determined by the Committee at the
time any Option is granted and shall be not less than the Fair Market Value of
one share of Stock on the date the Option is granted.

(e) No part of any Option or Right may be exercised until the Key Employee
who has been granted the Award shall have remained in the employ of a
Participating Company for such period after the date of grant as the Committee
may specify, if any, and the Committee may further require exercisability in
installments.

(f) The purchase price of the shares as to which an Option shall be exercised
shall be paid to the Company at the time of exercise either in cash or Stock
already owned by the optionee having a total Fair Market Value equal to the
purchase price, or a combination of cash and Stock having a total fair market
value, as so determined, equal to the purchase price. The Committee shall
determine acceptable methods for tendering Stock as payment upon exercise of an
Option and may impose such limitations and prohibitions on the use of Stock to
exercise an Option as it deems appropriate.

(g) In case of termination of employment, the following provisions shall
apply:

(A) If a Key Employee who has been granted an Option shall die before such
Option has expired, his or her Option may be exercised in full by the person
or persons to whom the Key Employee's rights under the Option pass by will,
or if no such person has such right, by his or her executors or
administrators, at any time, or from time to time, within five years after
the date of the Key Employee's death or within such other period, and subject
to such terms and conditions as the Committee may specify, but not later than
the expiration date specified in Section 5(d) above.

5
<PAGE> 6
(B) If the Key Employee's employment by any Participating Company
terminates because of his or her Retirement or Total Disability, he or she
may exercise his or her Options in full at any time, or from time to time,
within five years after the date of the termination of his or her employment
or within such other period, and subject to such terms and conditions as the
Committee may specify, but not later than the expiration date specified in
Section 5(d) above. Any such Options not fully exercisable immediately prior
to such optionee's retirement shall become fully exercisable upon such
retirement unless the Committee, in its sole discretion, shall otherwise
determine.

(C) Except as provided in Section 9, if the Key Employee shall voluntarily
resign before eligibility for Retirement or he or she is terminated for cause
as determined by the Committee, the Options or Rights shall be canceled
coincident with the effective date of the termination of employment.

(D) If the Key Employee's employment terminates for any other reason, he
or she may exercise his or her Options, to the extent that he or she shall
have been entitled to do so at the date of the termination of his or her
employment, at any time, or from time to time, within three months after the
date of the termination of his or her employment or within such other period,
and subject to such terms and conditions as the Committee may specify, but
not later than the expiration date specified in Section 5(d) above.

(j) No Option or Right granted under the Plan shall be transferable other
than by will or by the laws of descent and distribution. During the lifetime of
the optionee, an Option or Right shall be exercisable only by the Key Employee
to whom the Option or Right is granted (or his or her estate or designated
beneficiary).

(k) With respect to an Incentive Stock Option, the Committee shall specify
such terms and provisions as the Committee may determine to be necessary or
desirable in order to qualify such Option as an "incentive stock option" within
the meaning of Section 422 of the Code.

(l) With respect to the exercisability and settlement of Rights:

(i) Upon exercise of a Right, the Key Employee shall be entitled, subject
to such terms and conditions the Committee may specify, to receive upon
exercise thereof all or a portion of the excess of (A) the Fair Market Value
of a specified number of shares of Stock at the time of exercise, as
determined by the Committee, over (B) a specified amount which shall not,
subject to Section 5(e), be less than the Fair Market Value of such specified
number of shares of Stock at the time the Right is granted. Upon exercise of
a Right, payment of such excess shall be made as the Committee shall specify
in cash, the issuance or transfer to the Key Employee of whole shares of
Stock with a Fair Market Value at such time equal to any excess, or a

6
<PAGE> 7
combination of cash and shares of Stock with a combined Fair Market Value
at such time equal to any such excess, all as determined by the Committee.
The Company will not issue a fractional share of Stock and, if a fractional
share would otherwise be issuable, the Company shall pay cash equal to the
Fair Market Value of the fractional share of Stock at such time.

(ii) In the event of the exercise of such Right, the Company's obligation
in respect of any related Option or such portion thereof will be discharged
by payment of the Right so exercised.

6. PERFORMANCE SHARES

(a) Subject to the provisions of the Plan, the Committee shall (i) determine
and designate from time to time those Key Employees or groups of Key Employees
to whom Awards of Performance Shares are to be made, (ii) determine the
Performance Period (the "Performance Period") and Performance Objectives (the
"Performance Objectives") applicable to such Awards, (iii) determine the form of
settlement of a Performance Share and (iv) generally determine the terms and
conditions of each such Award. At any date, each Performance Share shall have a
value equal to the Fair Market Value of one share of Stock at such date;
provided that the Committee may limit the aggregate amount payable upon the
settlement of any Award. The maximum award for any individual employee in any
given year shall be 100,000 Performance Shares.

(b) The Committee shall determine a Performance Period of not less than two
nor more than five years. Performance Periods may overlap and Key Employees may
participate simultaneously with respect to Performance Shares for which
different Performance Periods are prescribed.

(c) The Committee shall determine the Performance Objectives for Awards of
Performance Shares. Performance Objectives may vary from Key Employee to Key
Employee and between groups of Key Employees and shall be based upon one or more
of the following objective criteria, as the Committee deems appropriate, which
may be (i) determined solely by reference to the performance of the Company, any
subsidiary or affiliate of the Company or any division or unit of any of the
foregoing, or (ii) based on comparative performance of any one or more of the
following relative to other entities: (A) earnings per share, (B) return on
equity, (C) cash flow, (D) return on total capital, (E) return on assets, (F)
economic value added, (G) increase in surplus, (H) reductions in operating
expenses, (I) increases in operating margins (J) earnings before income taxes
and depreciation, (K) total shareholder return (L) return on invested capital,
(M) cost reductions and savings, (N) earnings before interest, taxes,
depreciation and amortization ("EBITDA"), (O) pre-tax operating income (P)
productivity improvements, or (Q) a Key Employee's attainment of personal
objectives with respect to any of the foregoing criteria or other criteria such
as growth and profitability, customer satisfaction, leadership effectiveness,
business development, negotiating transactions and sales or developing long term
business goals. If during the course of a Performance Period there shall occur
significant events which the Committee expects to have a substantial effect on
the applicable Performance Objectives during

7
<PAGE> 8
such period, the Committee may revise such Performance Objectives.

(d) At the beginning of a Performance Period, the Committee shall determine
for each Key Employee or group of Key Employees the number of Performance Shares
or the percentage of Performance Shares which shall be paid to the Key Employee
or member of the group of Key Employees if the applicable Performance Objectives
are met in whole or in part.

(e) If a Key Employee terminates service with all Participating Companies
during a Performance Period because of death, Total Disability, Retirement, or
under other circumstances where the Committee in its sole discretion finds that
a waiver would be in the best interests of the Company, that Key Employee may,
as determined by the Committee, be entitled to payment in settlement of such
Performance Shares at the end of the Performance Period based upon the extent to
which the Performance Objectives were satisfied at the end of such period and
prorated for the portion of the Performance Period during which the Key Employee
was employed by any Participating Company; provided, however, the Committee may
provide for an earlier payment in settlement of such Performance Shares in such
amount and under such terms and conditions as the Committee deems appropriate or
desirable. If a Key Employee terminates service with all Participating Companies
during a Performance Period for any other reason, then such Key Employee shall
not be entitled to any Award with respect to that Performance Period unless the
Committee shall otherwise determine.

(f) Each Award of a Performance Share shall be paid in whole shares of Stock,
or cash, or a combination of Stock and cash either as a lump sum payment or in
annual installments, all as the Committee shall determine, with payment to
commence as soon as practicable after the end of the relevant Performance
Period.

7. RESTRICTED STOCK

(a) Restricted Stock shall be subject to a restriction period (after which
restrictions will lapse) which shall mean a period commencing on the date the
Award is granted and ending on such date as the Committee shall determine (the
"Restriction Period"). The Committee may provide for the lapse of restrictions
in installments where deemed appropriate and it may also require the achievement
of predetermined performance objectives in order for such shares to vest.

(b) Except when the Committee determines otherwise pursuant to Section 7(d),
if a Key Employee terminates employment with all Participating Companies for any
reason before the expiration of the Restriction Period, all shares of Restricted
Stock still subject to restriction shall be forfeited by the Key Employee and
shall be reacquired by the Company.

(c) Except as otherwise provided in this Section 7, no shares of Restricted
Stock received by a Key Employee shall be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of during the Restriction Period.

8
<PAGE> 9
(d) In cases of death, Total Disability or Retirement or in cases of special
circumstances, the Committee may, in its sole discretion when it finds that a
waiver would be in the best interests of the Company, elect to waive any or all
remaining restrictions with respect to such Key Employee's Restricted Stock.

(e) The Committee may require, under such terms and conditions as it deems
appropriate or desirable, that the certificates for Stock delivered under the
Plan may be held in custody by a bank or other institution, or that the Company
may itself hold such shares in custody until the Restriction Period expires or
until restrictions thereon otherwise lapse, and may require, as a condition of
any Award of Restricted Stock that the Key Employee shall have delivered a stock
power endorsed in blank relating to the Restricted Stock.

(f) Nothing in this Section 7 shall preclude a Key Employee from exchanging
any shares of Restricted Stock subject to the restrictions contained herein for
any other shares of Stock that are similarly restricted.

(g) Subject to Section 7(e) and Section 8, each Key Employee entitled to
receive Restricted Stock under the Plan shall be issued a certificate for the
shares of Stock. Such certificate shall be registered in the name of the Key
Employee, and shall bear an appropriate legend reciting the terms, conditions
and restrictions, if any, applicable to such Award and shall be subject to
appropriate stop-transfer orders.

8. CERTIFICATES FOR AWARDS OF STOCK

(a) The Company shall not be required to issue or deliver any certificates
for shares of Stock prior to (i) the listing of such shares on any stock
exchange on which the Stock may then be listed and (ii) the completion of any
registration or qualification of such shares under any federal or state law, or
any ruling or regulation of any government body which the Company shall, in its
sole discretion, determine to be necessary or advisable.

(b) All certificates for shares of Stock delivered under the Plan shall also
be subject to such stop-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed and any applicable federal or state securities laws, and the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate reference to such restrictions. In making such determination,
the Committee may rely upon an opinion of counsel for the Company.

(c) Except for the restrictions on Restricted Stock under Section 7, each Key
Employee who receives Stock in settlement of an Award of Stock, shall have all
of the rights of a shareholder with respect to such shares, including the right
to vote the shares and receive dividends and other

9
<PAGE> 10
distributions. No Key Employee awarded an Option, a Right or Performance Share
shall have any right as a shareholder with respect to any shares covered by his
or her Option, Right or Performance Share prior to the date of issuance to him
or her of a certificate or certificates for such shares.

9. ACCELERATION EVENTS

(a) For the purposes of this Plan, an Acceleration Event shall occur if (i)
a report on Schedule 13D shall be filed with the Securities and Exchange
Commission pursuant to Section 13(d) of the Act disclosing that any person
(within the meaning of Section 13(d) of the Act), other than the Company or The
Hartford Group, Inc. or a subsidiary of either of the foregoing or any employee
benefit plan sponsored by the Company or The Hartford Financial Services Group,
Inc. or a subsidiary of either of the foregoing, is the beneficial owner
directly or indirectly of the greater of (A) the percentage of the outstanding
stock of the Company owned at such time by The Hartford Financial Services
Group, Inc., or (B) twenty percent or more of the outstanding stock of the
Company; (ii) any person (within the meaning of Section 13(d) of the Act), other
than the Company or The Hartford Financial Services Group, Inc. or a subsidiary
of either of the foregoing or any employee benefit plan sponsored by the Company
or The Hartford Financial Services Group, Inc. or a subsidiary of either of the
foregoing, shall purchase shares pursuant to a tender offer or exchange offer to
acquire any stock of the Company (or securities convertible into stock) for
cash, securities or any other consideration, provided that after consummation of
the offer, the person in question is the beneficial owner (as such term is
defined in Rule 13d-3 under the Act), directly or indirectly, of the greater of
(A) the percentage of the outstanding stock of the Company owned at such time by
The Hartford Financial Services Group, Inc., or (B) fifteen percent or more of
the outstanding stock of the Company (calculated as provided in paragraph (d) of
Rule 13d-3 under the Act in the case of rights to acquire stock); (iii) the
stockholders of the Company shall approve (A) any consolidation or merger of the
Company in which the Company is not the continuing or surviving corporation or
pursuant to which shares of stock of the Company would be converted into cash,
securities or other property, other than a merger of the Company in which
holders of stock of the Company immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger as immediately before, or (B) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all
or substantially all the assets of the Company; (iv) there shall have been a
change in a majority of the members of the Board within a 12-month period unless
the election or nomination for election by the Company's stockholders of each
new director during such 12-month period was approved by the vote of two-thirds
of the directors then still in office who were directors at the beginning of
such 12-month period; or (v) an Acceleration Event as defined in The Hartford
1995 Incentive Stock Plan, as may be amended from time to time, occurs with
respect to The Hartford Financial Services Group, Inc. at a time when The
Hartford Financial Services Group Inc. directly or indirectly owns more than 50%
of the combined voting power and the value of the capital stock of the Company;
provided, however, that a sale of all of the interest of The Hartford Financial
Services Group, Inc. in the Company shall not be considered an Acceleration
Event for purposes of this Plan.

10
<PAGE> 11
(b) Notwithstanding any provisions in this Plan to the contrary:

(i) Each outstanding Option granted under the Plan shall become
immediately exercisable in full for the aggregate number of shares covered
thereby and all related Rights shall also become exercisable upon the
occurrence of an Acceleration Event described in this Section 9 and shall
continue to be exercisable in full for cash for a period of 60 calendar days
beginning on the date that such Acceleration Event occurs and ending on the
60th calendar day following that date; provided, however, that no Option or
Right shall be exercisable beyond the expiration date of its original term.

(ii) Options and Rights shall not terminate and shall continue to be fully
exercisable for a period of seven months following the occurrence of an
Acceleration Event in the case of an employee who is terminated other than
for just cause or who voluntarily terminates his employment because he or she
in good faith believes that as a result of such Acceleration Event he is
unable effectively to discharge his present duties or the duties of the
position he occupied just prior to the occurrence of such Acceleration Event.
For purposes of Section 9 only, termination shall be for "just cause" only if
such termination is based on fraud, misappropriation or embezzlement on the
part of the employee which results in a final conviction of a felony. Under
no circumstances, however, shall any Option or Right be exercised beyond the
expiration date of its original term.

(iii) Any Right or portion thereof may be exercised for cash within the
60-calendar-day period following the occurrence of an Acceleration Event with
settlement, except in the case of a Right related to an Incentive Stock
Option, based on the "Formula Price" which shall be the highest of (A) the
highest composite daily closing price of the Stock during the period
beginning on the 60th calendar day prior to the date on which the Right is
exercised and ending on the date such Right is exercised, (B) the highest
gross price paid for the Stock during the same period of time, as reported in
a report on Schedule 13D filed with the Securities and Exchange Commission or
(C) the highest gross price paid or to be paid for a share of Stock (whether
by way of exchange, conversion, distribution upon merger, liquidation or
otherwise) in any of the transactions set forth in this Section 9 as
constituting an Acceleration Event.

(iv) Upon the occurrence of an Acceleration Event, Limited Stock
Appreciation Rights shall automatically be granted as to any Option with
respect to which Rights are not then outstanding; provided, however, that
Limited Stock Appreciation Rights shall be provided at the time of grant of
any Incentive Stock Option subject to exercisability upon the occurrence of
an Acceleration Event. Limited Stock Appreciation Rights shall entitle the
holder thereof, upon exercise of such rights and surrender of the related
Option or any portion thereof, to receive, without payment to the Company
(except for applicable withholding taxes), an amount in cash equal to the
excess, if any, of the Formula Price as that term is defined in Section 9
over the option price of the Stock as provided in such Option; provided that
in the case of the exercise of any such Limited Stock Appreciation Right or
portion thereof related to
11
<PAGE> 12
an Incentive Stock Option, the Fair Market Value of the Stock at the time of
such exercise shall be substituted for the Formula Price. Each such Limited
Stock Appreciation Right shall be exercisable only during the period
beginning on the first business day following the occurrence of such
Acceleration Event and ending on the 60th day following such date and only to
the same extent the related Option is exercisable. Upon exercise of a Limited
Stock Appreciation Right and surrender of the related Option, or portion
thereof, such Option, to the extent surrendered, shall not thereafter be
exercisable.

(v) The restrictions applicable to Awards of Restricted Stock issued
pursuant to Section 7 shall lapse upon the occurrence of an Acceleration
Event and the Company shall issue Stock certificates without a restrictive
legend. Key Employees holding Restricted Stock on the date of an Acceleration
Event may tender such Restricted Stock to the Company which shall pay the
Formula Price as that term is defined in Section 9; provided, such Restricted
Stock must be tendered to the Company within 60 calendar days of the
Acceleration Event.

(vi) If an Acceleration Event occurs during the course of a Performance
Period applicable to an Award of Performance Shares pursuant to Section 6,
then the Key Employee shall be deemed to have satisfied the Performance
Objectives and settlement of such Performance Shares shall be based on the
Formula Price, as defined in this Section 9.

10. BENEFICIARY

(a) Each Key Employee shall file with the Company a written designation of
one or more persons as the Beneficiary who shall be entitled to receive the
Award, if any, payable under the Plan upon his or her death. A Key Employee may
from time to time revoke or change his or her Beneficiary designation without
the consent of any prior Beneficiary by filing a new designation with the
Company. The last such designation received by the Company shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall
be effective unless received by the Company prior to the Key Employee's death,
and in no event shall it be effective as of a date prior to such receipt.

(b) If no such Beneficiary designation is in effect at the time of a Key
Employee's death, or if no designated Beneficiary survives the Key Employee or
if such designation conflicts with law, the Key Employee's estate shall be
entitled to receive the Award, if any, payable under the Plan upon his or her
death. If the Committee is in doubt as to the right of any person to receive
such Award, the Company may retain such Award, without liability for any
interest thereon, until the Committee determines the rights thereto, or the
Company may pay such Award into any court of appropriate jurisdiction and such
payment shall be a complete discharge of the liability of the Company therefor.

12
<PAGE> 13
11. ADMINISTRATION OF THE PLAN

(a) Each member of the Committee shall be a member of the Board and both a
"non-employee director" within the meaning of Rule 16b-3 under the Act or
successor rule or regulation and an "outside director" for purposes of Section
162(m) of the Internal Revenue Code.

(b) All decisions, determinations or actions of the Committee made or taken
pursuant to grants of authority under the Plan shall be made or taken in the
sole discretion of the Committee and shall be final, conclusive and binding on
all persons for all purposes.

(c) The Committee shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof, and its
interpretations and constructions thereof and actions taken thereunder shall be,
except as otherwise determined by the Board, final, conclusive and binding on
all persons for all purposes.

(d) The Committee's decisions and determinations under the Plan need not be
uniform and may be made selectively among Key Employees, whether or not such Key
Employees are similarly situated.

(e) The Committee may, in its sole discretion, delegate such of its powers as
it deems appropriate to the chief executive officer or other members of senior
management, except that Awards to executive officers shall be made solely by the
Committee and subject to compliance with Rule 16b-3 of the Act.

(f) If an Acceleration Event has not occurred and if the Committee determines
that a Key Employee has taken action inimical to the best interests of any
Participating Company, the Committee may, in its sole discretion, terminate in
whole or in part such portion of any Option (including any related Right) as has
not yet become exercisable at the time of termination, terminate any Performance
Share Award for which the Performance Period has not been completed or terminate
any Award of Restricted Stock for which the Restriction Period has not lapsed.

12. AMENDMENT, EXTENSION OR TERMINATION

The Board may, at any time, amend or terminate the Plan and, specifically,
may make such modifications to the Plan as it deems necessary to avoid the
application of Section 162(m) of the Code and the Treasury regulations issued
thereunder. However, no amendment applicable to Incentive Stock Options shall,
without approval by a majority of the Company's stockholders, (a) alter the
group of persons eligible to participate in the Plan, or (b) except as provided
in Section 13 increase the maximum number of shares of Stock which are available
for Awards under the Plan. If an Acceleration Event has occurred, no amendment
or termination shall impair the rights of any person with respect to a prior
Award.

13
<PAGE> 14
13. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK

In the event of any reorganization, merger, recapitalization, consolidation,
liquidation, Stock dividend, Stock split, reclassification, combination of
shares, rights offering, split-up or extraordinary dividend (including a
spin-off) or divestiture, or any other change in the corporate structure or
shares of Stock, the Committee may make such adjustment in the Stock subject to
Awards, including Stock subject to purchase by an Option, or the terms,
conditions or restrictions on Stock or Awards, including the price payable upon
the exercise of such Option and the number of shares subject to restricted Stock
awards, as the Committee deems equitable.

14. SUBSTITUTE AWARDS

The Committee shall be authorized to issue substitute Hartford Life, Inc.
Stock options and related rights to those Key Employees of Participating
Companies who surrender options to acquire stock in ITT Hartford Group, Inc. The
Committee may make a determination as to the exercise price and number of such
substitute options as it may determine in order equitably to preserve the
economic value of the surrendered The Hartford Financial Services Group, Inc.
options and related rights in the aggregate amount not to exceed 8,000,000
shares. Subject to this limitation, shares of Hartford Life, Inc. Stock to be
issued upon the exercise of substitute Stock options may be made available from
authorized but unissued shares or from treasury or shares held by Hartford Life,
Inc. or shares purchased in the open market.

The maximum number of substitute Hartford Life, Inc. Stock options and
related rights that may be granted to an individual employee is such number as
may be determined by the Committee to be necessary to preserve the economic
value of the surrendered The Hartford Financial Services Group, Inc. options and
related rights by any such individual employee.

The terms and conditions of each substitute Stock award, including, without
limitation, the expiration date of the option, the time or times when, and the
manner in which, each substitute option shall be exercisable, the duration of
the exercise period, the method of exercise, settlement and payment, and the
rules in the event of termination, shall be the same as those of the surrendered
The Hartford Financial Services Group, Inc. award.

The Committee shall also be authorized to issue substitute grants of Hartford
Life, Inc. Restricted Stock to replace shares of The Hartford Financial Services
Group, Inc. restricted stock surrendered by employees of Participating
Companies. Such substitute shares shall be subject to the same terms and
conditions as the surrendered shares of The Hartford Financial Services Group,
Inc. restricted stock, including, without limitation, the restriction period of
such The Hartford Financial Services Group, Inc. shares.

14
<PAGE> 15
15. MISCELLANEOUS

(a) Except as provided in Section 9, nothing in this Plan or any Award
granted hereunder shall confer upon any employee any right to continue in the
employ of any Participating Company or interfere in any way with the right of
any Participating Company to terminate his or her employment at any time. No
Award payable under the Plan shall be deemed salary or compensation for the
purpose of computing benefits under any employee benefit plan or other
arrangement of any Participating Company for the benefit of its employees unless
the Company shall determine otherwise. No Key Employee shall have any claim to
an Award until it is actually granted under the Plan. To the extent that any
person acquires a right to receive payments from the Company under this Plan,
such right shall be no greater than the right of an unsecured general creditor
of the Company. All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts except as
provided in Section 7(e) with respect to Restricted Stock.

(b) The Committee may cause to be made, as a condition precedent to the
payment of any Award, or otherwise, appropriate arrangements with the Key
Employee or his or her Beneficiary, for the withholding of any federal, state,
local or foreign taxes.

(c) The Plan and the grant of Awards shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required.

(d) The terms of the Plan shall be binding upon the Company and its
successors and assigns.

(e) Captions preceding the sections hereof are inserted solely as a matter of
convenience and in no way define or limit the scope or intent of any provision
hereof.

16. EFFECTIVE DATE, TERM OF PLAN AND SHAREHOLDER APPROVAL

The effective date of the Plan shall be May 22, 1997. No Award shall be
granted under this Plan after the Plan's termination date. The Plan's
termination date shall be December 31, 2007. The Plan will continue in effect
for existing Awards as long as any such Award is outstanding.

<PAGE> 1
Exhibit 10.8

1997 HARTFORD LIFE, INC.
DEFERRED RESTRICTED STOCK UNIT PLAN

ARTICLE I
CREATION AND PURPOSE

1.1 CREATION OF THE PLAN. The 1997 Hartford Life, Inc. Deferred Restricted Stock
Unit Plan (the "Plan") is created pursuant to the terms of the 1997 Hartford
Life, Inc. Incentive Stock Plan (the "Incentive Stock Plan") relating to
restricted stock, which terms are incorporated herein by reference. Capitalized
terms used in this Plan and not defined herein shall have the meanings assigned
to such terms by the Incentive Stock Plan.

1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to motivate and reward
superior performance on the part of employees of the Company and Participating
Companies and thereby to attract and retain employees of superior ability. In
addition, the Plan is intended to further the opportunities for stock ownership
by such employees in order to increase their proprietary interest in the
Company, and as a result, their interest in the success of the Company. Awards
consisting of contractual rights to receive shares of class A common Stock of
Hartford Life, Inc. ("Units") may be made under the Plan, in the discretion of
the Committee, to Key Employees of Participating Companies who properly elect to
participate in the Plan provided, however, that notwithstanding anything herein
to the contrary, and to the extent permitted by applicable law, no award of
Units shall be made hereunder and no Stock or certificates for shares of Stock
shall be issued hereunder, and the Company shall have no obligation to make any
award of Units hereunder or to issue any Stock or certificates for shares of
Stock hereunder, if such award or issuance would cause the direct or indirect
percentage ownership by The Hartford Financial Services Group, Inc. of the
combined voting power or the value of the capital stock of the Company to fall
below 80%. Participation in the Plan shall require a Key Employee's irrevocable
election to receive in the form of Units a portion of certain bonuses that may
become payable to such Key Employee, such Units entitling the Key Employee to
receive certain Stock at the end of a three year restriction period to the
extent provided herein.

ARTICLE II
DEFINITIONS

2.1 "ACCOUNT" means an account maintained on behalf of a Participant on the
books of the Company in accordance with the terms hereof.

2.2 "ACCELERATION EVENT" shall have the meaning assigned by the Incentive Stock
Plan.

1
<PAGE> 2
2.3 "AWARD DATE" means the date designated by the Committee for the award of
Units pursuant to the Plan.

2.4 "BOARD OF DIRECTORS" means the Board of Directors of Hartford Life, Inc.

2.5 "BENEFICIARY" shall have the meaning assigned by the Incentive Stock Plan.

2.6 "COMMITTEE" means the Compensation and Personnel Committee of the Board of
Directors, or such other Committee as the Board may designate to administer the
Plan pursuant to Article VIII.

2.7 "COMPANY" means Hartford Life, Inc. and its subsidiaries, and their
successors and assigns.

2.8 "DIVIDEND AMOUNT" means the per share cash dividend amount paid on the Stock
on a particular dividend payment date.

2.9 "DIVIDEND CONVERSION PRICE" means the Fair Market Value of one share of the
Stock on the date that a dividend is paid on such Stock.

2.10 "DIVIDEND RECORD DATE" means the date fixed by the Board of Directors as
the date for determining those holders of Stock who are entitled to receive
payment of any dividend declared by the Board of Directors.

2.11 "ELECTIVE UNITS" shall have the meaning assigned by Article III of the
Plan.

2.12 "FAIR MARKET VALUE" shall have the meaning assigned by the Incentive Stock
Plan.

2.13 "INCENTIVE STOCK PLAN" means the 1997 Hartford Life, Inc. Incentive Stock
Plan, as amended from time to time.

2.14 "KEY EMPLOYEE" shall have the meaning assigned by the Incentive Stock Plan.

2.15 "NORMAL VESTING DATE" means the third anniversary of the Award Date.

2.16 "PARTICIPANT" means a Key Employee who properly elects to participate in
the Plan pursuant to Article V of the Plan.

2.17 "PARTICIPATING COMPANY" shall have the meaning assigned by the Incentive
Stock Plan.

2.18 "PLAN" means this 1997 Hartford Life, Inc. Deferred Restricted Stock Unit
Plan.

2.19 "PREMIUM UNITS" shall have the meaning assigned by Article IV of the Plan.

2.20 "PLAN ADMINISTRATOR" shall have the meaning assigned by Article VIII of the
Plan.

2
<PAGE> 3
2.21 "RETIREMENT" shall have the meaning assigned by the Incentive Stock Plan.

2.22 "STOCK" shall mean the Class A common stock ($.01 par value) of Hartford
Life, Inc.

2.23 "TOTAL DISABILITY" shall have the meaning assigned by the Incentive Stock
Plan.

2.24 "UNITS" shall have the meaning assigned by Article I of the Plan.

ARTICLE III
ELECTIVE UNITS

3.1 AWARD OF ELECTIVE UNITS. On the Award Date, the Committee may, in its
discretion, award to each Participant a number of whole and/or fractional
contractual rights to receive in accordance with the Plan shares of Stock (the
"Elective Units") equal to (a) the portion of bonus elected by the Participant
in accordance with Article V, divided by (b) the Fair Market Value of the Stock
on the Award Date. If the Committee does not make an award to a Participant
pursuant to this Section, any election made by the Participant pursuant to
Article V shall be null and void.

3.2 CREDITING OF ELECTIVE UNITS TO ACCOUNT. The number of whole and/or
fractional Elective Units awarded to a Participant pursuant to this Article III
shall be credited, as of the Award Date, to the Participant's Account.

3.3 VESTING OF ELECTIVE UNITS. The rights of a Participant with respect to
Elective Units awarded hereunder shall be fully vested and nonforfeitable at all
times. To the extent provided in Article VII, the Participant shall become
entitled to receive certificates for shares of Stock corresponding to such
Elective Units credited to the Participant's Account on the applicable date
identified in Article VII.

ARTICLE IV
PREMIUM UNITS

4.1 AWARD OF PREMIUM UNITS. On the Award Date, the Committee shall award to each
Participant a number of additional whole and/or fractional contractual rights to
receive in accordance with the Plan shares of Stock (the "Premium Units") equal
to 10% of the Elective Units awarded to the Participant pursuant to Article III.

4.2 CREDITING OF PREMIUM UNITS TO ACCOUNT. The number of whole and/or fractional
Premium Units awarded to a Participant pursuant to this Article IV shall be
credited, as of the Award Date, to the Participant's Account.

3
<PAGE> 4
4.3 VESTING OF PREMIUM UNITS. Except as otherwise provided herein, a
Participant's rights with respect to Premium Units shall vest on the Normal
Vesting Date. To the extent provided in Article VII, the Participant shall
become entitled to receive certificates for shares of Stock corresponding to
vested Premium Units credited to the Participant's Account on the applicable
date identified in Article VII.

A. TERMINATION OF EMPLOYMENT. In the event of a Participant's termination
of employment with all Participating Companies prior to the Normal Vesting
Date due to (i) death, (ii) Total Disability, or (iii) Retirement, the
Premium Units credited to the Participant's Account as of the date of such
termination shall become immediately vested and nonforfeitable. In the
event of a Participant's termination of employment with all Participating
Companies for any other reason, any Premium Units credited to the
Participant's Account that have not become vested on or before the date of
such termination shall be forfeited, unless the Committee determines
otherwise in its sole discretion in accordance with the Incentive Stock
Plan. Premium Units forfeited by a Participant pursuant to this Section
shall immediately be deducted from the Participant's Account.

ARTICLE V
PARTICIPATION

5.1 ELECTION TO PARTICIPATE. A Key Employee may participate in the Plan by
filing a properly completed election agreement, or such other authorization as
the Plan Administrator may require, with the party and by the date designated by
the Plan Administrator. The election of a Key Employee hereunder shall only
apply to the bonus as to which the election is made, and shall be irrevocable,
unless otherwise determined by the Committee in its sole discretion. The
election of a Key Employee shall be deemed null and void if no award pursuant to
Article III hereof is made to the Key Employee with respect to such election.

5.2 ELECTION FORM. The election agreement completed by a Participant pursuant to
this Article V shall (a) identify a portion of the Participant's bonus that may
become payable with respect to the Participant's services, (b) contain the
Participant's election to receive such portion of such bonus (which would
otherwise become payable in cash) in the form of Elective Units in accordance
with the Plan, and (c) contain such other information as the Plan Administrator
may require.

4
<PAGE> 5
5.3 MAXIMUM AND MINIMUM AMOUNTS REQUIRED FOR PARTICIPATION. The Committee may
designate a maximum and a minimum portion of a Key Employee's bonus, in terms of
a percentage or other amount of such bonus, as to which an election may be made
hereunder.

ARTICLE VI
DIVIDEND EQUIVALENTS

6.1 DIVIDEND EQUIVALENTS ON ELECTIVE UNITS. As soon as practicable after any
dividend is paid on the Stock, a Participant's Account shall be credited with
additional Elective Units equal to (a) the product of (i) the Dividend Amount,
and (ii) the number of whole and fractional Elective Units credited to the
Participant's Account as of the Dividend Record Date, divided by (b) the
Dividend Conversion Price.

6.2 DIVIDEND EQUIVALENTS ON PREMIUM UNITS. As soon as practicable after any
dividend is paid on the Stock, the Participant's Account shall be credited with
additional Premium Units equal to (a) the product of (i) the Dividend Amount,
and (ii) the number of whole and fractional Premium Units credited to the
Participant's Account as of the Dividend Record Date, divided by (b) the
Dividend Conversion Price.

6.3 TREATMENT OF UNITS CREDITED IN RESPECT OF DIVIDEND EQUIVALENTS. Any
additional Units credited to the Account of a Participant pursuant to this
Article VI shall, as of the date so credited, be treated for all purposes of
this Plan (including, without limitation, the provisions hereof pertaining to
the crediting of future dividend equivalents and the vesting of Premium Units)
as though part of the Elective Units and Premium Units in relation to which such
additional Units were credited, respectively.

6.4 NON-CASH DIVIDENDS. In the event that a stock dividend is paid on the
Company's Stock, the appropriate Dividend Amount for purposes of this Article VI
shall be determined in accordance with Section 9.3 hereof.

ARTICLE VII
RECEIPT OF SHARES IN RESPECT OF UNITS

7.1 GENERAL RULE. Except as otherwise provided herein, as soon as practicable
after the earlier to occur of (a) the Normal Vesting Date, or (b) the date a
Participant's employment with all Participating Companies terminates, the
Company shall issue to such Participant certificates for shares of Stock
corresponding to the number of whole Elective Units and whole vested Premium
Units credited to the Participant's Account as of the earlier of such dates.

5
<PAGE> 6
7.2 FRACTIONAL UNITS. Notwithstanding anything herein to the contrary, if any
vested fractional Units are credited to a Participant's Account (after adding
together all fractional Elective and vested Premium Units then credited to the
Participant's Account) on the earlier of the dates identified in Section 7.1,
such fractional Units shall be paid to the Participant in cash, based on the
Fair Market Value of the Stock on such date.

7.3 VOLUNTARY DEFERRAL. Upon such terms and conditions as the Committee may
determine, a Participant may be permitted to elect, by written notice to the
Plan Administrator filed by the date and on such form or other authorization as
the Plan Administrator may require, to defer the issuance hereunder of
certificates for shares of Stock pursuant to the Plan, or such other arrangement
maintained by a Participating Company, if any, in which the Participant is
eligible to participate as of such date. Such election shall have the effect of
deferring such issuance until the date permitted by the Plan Administrator,
and/or such other effect as permitted by the Committee.

7.4 ACCELERATION EVENT. Notwithstanding anything herein to the contrary, upon
the occurrence of an Acceleration Event, any Premium Units then credited to the
Account of a Participant shall immediately become fully vested, and certificates
for shares of Stock corresponding to the Participant's Elective Units and vested
Premium Units shall be issued to the Participant as soon as practicable
thereafter.

ARTICLE VIII
ADMINISTRATION

8.1 ADMINISTRATION BY COMMITTEE. Except as otherwise delegated by the Committee
pursuant to this Plan or the Incentive Stock Plan, (a) this Plan shall be
administered by the Committee, (b) the Committee shall have full authority to
administer and interpret this Plan in any manner it deems appropriate in its
sole discretion, and (c) the determinations of the Committee shall be binding on
and conclusive as to all parties.

8.2 DELEGATION OF CERTAIN AUTHORITY TO PLAN ADMINISTRATOR. Except as otherwise
provided by the Committee in accordance with this Plan or the Incentive Stock
Plan, the Plan Administrator shall be the Senior Vice President, Human
Resources, of ITT Hartford Group, Inc. Except as otherwise provided in this Plan
or the Incentive Stock Plan, required by applicable law, or determined by the
Committee, (a) the Plan Administrator shall be responsible for the performance
of such administrative duties under this Plan that are not otherwise reserved to
the Committee by this Plan or the Incentive Stock Plan, (b) the Plan
Administrator shall have full authority to administer and interpret this Plan in
any manner it deems appropriate in its sole discretion, and (c) the
determinations of the Plan Administrator shall be binding and conclusive as to
all parties.

8.3 APPLICABILITY OF INCENTIVE STOCK PLAN. In the event of a conflict between
the terms of this Plan and the terms of the Incentive Stock Plan, the terms of
the Incentive Stock Plan shall control.

6
<PAGE> 7
ARTICLE IX
MISCELLANEOUS

9.1 WITHHOLDING. The Plan Administrator shall have the right to make such
provisions as it deems appropriate to satisfy any obligation of the Company to
withhold federal, state or local income or other taxes incurred by reason of the
operation of the Plan, including but not limited to at any time requiring a
Participant to submit payment to the Company for such taxes, or withholding such
taxes from a Participant's wages (or other amounts) due to the Participant.

9.2 NO EMPLOYMENT RIGHTS. The Plan shall not, directly or indirectly, create in
any Participant any right with respect to continuation of employment with any of
the Participating Companies or to the receipt of any bonus. The Plan shall not
interfere in any way with the rights of the applicable Participating Company to
terminate, or otherwise modify, the employment of any Participant or its bonus
policies at any time.

9.3 CAPITAL ADJUSTMENTS FOR CORPORATE TRANSACTIONS. Upon the occurrence of an
event described in Section 13 of the Incentive Stock Plan, the Committee may
adjust the number of Units credited to the Account of a Participant in
accordance with the terms of that Section.

9.4 DELIVERY OF SHARES OF STOCK IN THE EVENT OF DEATH. In the event of the death
of a Participant, certificates for shares of Stock and/or cash corresponding to
the Elective Units and vested Premium Units then credited to the Account of the
Participant shall be transferred (in the same form as would have been
transferred to the Participant pursuant to Article VII) as soon as practicable
thereafter to such Beneficiary or Beneficiaries as properly designated by the
Participant in accordance with Section 10 of the Incentive Stock Plan. If no
such designation is in effect at the time of the Participant's death, or if no
designated Beneficiary survives the Participant or if any Beneficiary
designation conflicts with applicable law, such certificates and/or cash shall
be transferred to the Participant's estate as provided in Section 10 of the
Incentive Stock Plan.

9.5 RIGHTS NOT TRANSFERABLE. The rights of a Participant under the Plan shall
not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed
of, other than (a) by will, (b) by the laws of descent or distribution, or (c)
pursuant to a qualified domestic relations order as defined in the Internal
Revenue Code of 1986, as amended, provided that the rights of any transferee of
a Participant shall not be greater than the rights of the Participant hereunder.
The foregoing restriction shall be in addition to any restrictions imposed by
applicable law on a Participant's ability to dispose of Units awarded under the
Plan.

9.6 EFFECT OF PLAN. The provisions of the Plan shall be binding upon all
successors and assigns of a Participant, including without limitation the
Participant's estate and the executors, administrators or trustees thereof,
heirs and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of the Participant.

7
<PAGE> 8
9.7 USE OF FUNDS AND ASSETS. All funds and assets received or held by the
Company pursuant to or in connection with the Plan may be used by the Company
for any corporate purpose, and the Company shall not be obligated to segregate
such amounts from its general assets. The Company may establish a trust or other
entity to aid in meeting its obligations under the Plan.

9.8 SOURCE OF SHARES FOR THE PLAN. Except as otherwise provided in the Incentive
Stock Plan, shares of Stock to be issued hereunder may be made available from
authorized but unissued stock, shares held by the Company in treasury or shares
purchased in the open market.

9.9 AMENDMENT AND TERMINATION OF THE PLAN. Subject to the provisions of the
Incentive Stock Plan, the Board of Directors may amend or terminate this Plan at
any time. Amendments to the Plan may be made by the Committee or the Plan
Administrator to the extent (a) required by applicable law, or (b) required to
maintain a favorable tax status for the Plan.

9.10 GOVERNING LAW. The laws of the State of Connecticut shall govern all
matters relating to the Plan, except to the extent such laws are superseded by
the laws of the United States.

9.11 SEVERABILITY OF PROVISIONS. If any provision of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such invalid or unenforceable provisions had not been included herein.

<PAGE> 1
Exhibit 10.9

1997 HARTFORD LIFE, INC.
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

ARTICLE I -- PLAN ADMINISTRATION AND ELIGIBILITY

1.1 PURPOSE

The purpose of the 1997 Hartford Life, Inc. Restricted Stock Plan for
Non-Employee Directors (the "Plan") is to attract and retain persons of ability
as directors of Hartford Life, Inc. (the "Company") and to provide them with a
closer identity with the interests of the Company's stockholders by paying the
Annual Retainer in class A common stock of the Company (the "Stock") subject to
certain restrictions as described herein (the "Restricted Stock").

1.2 ADMINISTRATION

The Plan shall be administered by the Compensation and Personnel Committee of
the Board of Directors (the "Committee"). The Committee shall have the
responsibility of interpreting the Plan and establishing and amending such rules
and regulations necessary or appropriate for the administration of the Plan. All
interpretations of the Plan or any Restricted Stock awards issued under it shall
be final and binding upon all persons having an interest in the Plan. No member
of the Committee shall be liable for any action or determination taken or made
in good faith with respect to this Plan or any award granted hereunder.

1.3 ELIGIBILITY

Directors of the Company who are not employees of the Company or The Hartford
Financial Services Group, Inc. or any subsidiary of either of the foregoing
shall be eligible to participate in the Plan.

1
<PAGE> 2
1.4 STOCK SUBJECT TO THE PLAN

(a) The maximum number of shares which may be granted under the Plan shall be
100,000 shares of Stock.

(b) If any Restricted Stock is forfeited by a Director in accordance with the
provisions of Section 2.2(c), such shares of Restricted Stock shall be restored
to the total number of shares available for grant pursuant to the Plan.

(c) Upon the grant of a Restricted Stock award the Company may distribute
newly issued Stock, treasury Stock, reacquired Stock, Stock purchased in the
open market, or any combination of the foregoing.

(d) Notwithstanding anything herein to the contrary, to the extent permitted
by applicable law, no award of Restricted Stock shall be made under the Plan,
and the Company shall have no obligation to make any award of Restricted Stock
under the Plan, if such award would cause the direct or indirect percentage
ownership of ITT Hartford Group, Inc. of the combined voting power or the value
of the capital stock of the Company to fall below 80%.

ARTICLE II -- RESTRICTED STOCK

2.1 RESTRICTED STOCK AWARDS

Restricted Stock awards shall be made automatically on the date of the
Annual Meeting of Stockholders, to each Director elected at the meeting or
continuing in office following the meeting. The award shall equal the number of
whole shares arrived at by dividing the Annual Retainer that is in effect for
the 12 month period beginning with the date of the Annual Meeting (the "Service
Year") by the Fair Market Value of the Company's Stock. Fractional shares shall
be paid in cash.

(a) "Annual Retainer" shall mean the amount that is payable to a Director for
service on the Board of Directors during the Service Year. Annual Retainer shall
not include fees paid for attendance at any Board or Committee meeting.

(b) "Fair Market Value" shall mean the average of the high and low prices per
share of the Company's Stock on the date of the Annual Meeting, as reported by
the New York Stock Exchange Composite Tape.

2
<PAGE> 3
2.2 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS

(a) Written Documentation -- Restricted Stock awards shall be evidenced by
such written notice, agreement or other documentation as the Committee deems
appropriate.

(b) Shares held in Escrow -- The Restricted Stock subject to such award shall
be registered in the name of the Director and held in escrow by the Committee
until the restrictions on such shares lapse as described below.

(c) Restrictions -- Restricted Stock granted to a Director may not be sold,
assigned, transferred, pledged or otherwise disposed of, except by will or the
laws of descent and distribution, prior to the earliest of the following dates:

(1) The fifth anniversary of the date of grant.

(2) Retirement from the Board at age 72.

(3) "Change in Control" of the Company. A "Change in Control" shall be deemed
to have occurred if:

(i) a report on Schedule 13D shall be filed with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act
of 1934 (the "Act") disclosing that any person (within the meaning of Section
13(d) of the Act), other than the Company or The Hartford Financial Services
Group, Inc. or a subsidiary of either of the foregoing, or any employee
benefit plan sponsored by the Company or The Hartford Financial Services
Group, Inc. or a subsidiary of either of the foregoing, is the beneficial
owner directly or indirectly of the greater of (A) the percentage of the
outstanding stock of the Company owned at such time by The Hartford Financial
Services Group, Inc., or (B) twenty percent or more of the outstanding
capital stock of the Company;

(ii) any person (within the meaning of Section 13(d) of the Act), other
than the Company or The Hartford Financial Services Group, Inc. or a
subsidiary of either of the foregoing, or any employee benefit plan sponsored
by the Company or The Hartford Financial Services Group, Inc. or a subsidiary
of either of the foregoing, shall purchase shares pursuant to a tender offer
or exchange offer to acquire any common stock of the Company (or securities
convertible into stock) for cash,

3
<PAGE> 4
securities or any other consideration, provided that after consummation of
the offer, the person in question is the beneficial owner (as such term is
defined in Rule 13d-3 under the Act), directly or indirectly, of the greater
of (A) the percentage of the outstanding stock of the Company owned at such
time by The Hartford Financial Services Group, Inc., or (B) fifteen percent
or more of the outstanding stock of the Company (calculated as provided in
paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire
stock);

(iii) the stockholders of the Company shall approve (A) any consolidation
or merger of the Company in which the Company is not the continuing or
surviving corporation or pursuant to which shares of stock of the Company
would be converted into cash, securities or other property, other than a
merger of the Company in which holders of stock of the Company immediately
prior to the merger have the same proportionate ownership of common stock of
the surviving corporation immediately after the merger as immediately before,
or (B) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all the assets of the
Company;

(iv) there shall have been a change in a majority of the members of the
Board within a 12-month period unless the election or nomination for election
by the Company's stockholders of each new director during such 12-month
period was approved by the vote of two-thirds of the directors then still in
office who were directors at the beginning of such 12-month period; or

(v) an acceleration event as defined in The Hartford 1996 Restricted Stock
Plan for Non-Employee Directors, as may be amended from time to time, occurs
with respect to The Hartford Financial Services Group, Inc. at a time when
The Hartford Financial Services Group, Inc. directly or indirectly owns more
than 50% of the combined voting power and the value of the capital stock of
the Company, provided, however, that a sale of all of the interest of The
Hartford Financial Services Group, Inc. in the Company shall not be
considered a Change in Control of the Company for purposes of this Plan.

(4) Death of the Director.

(5) Disability of the Director, as defined in The Hartford Investment and
Savings Plan, as amended from time to time.

(6) Resignation by the Director under cases of special circumstances and
the Committee, in its sole discretion, consents to waive any remaining
restrictions.

4
<PAGE> 5
(d) Dividends and Voting Rights -- The Director shall, subject to Section
2.2(c), possess all incidents of ownership of the shares of Restricted Stock
including the right to receive dividends with respect to such shares and to
vote such shares.

(e) The Company shall deliver to the Director, or the beneficiary of such
Director, if applicable, all of the shares of Stock that were awarded to the
Director as Restricted Stock, within 30 days following the lapse of
restrictions as described under Section 2.2(c). If the Director discontinues
serving on the Board prior to the date upon which restrictions lapse as
described under Section 2.2(c), such Director's Restricted Stock will be
forfeited by the Director and transferred to and reacquired by the Company at
no cost to the Company.

ARTICLE III -- GENERAL PROVISIONS

3.1 AUTHORITY

Appropriate officers of the Company designated by the Committee are
authorized to execute Restricted Stock agreements, and amendments thereto, in
the name of the Company, as directed from time to time by the Committee.

3.2 ADJUSTMENTS IN THE EVENT OF CHANGE IN COMMON STOCK OF THE COMPANY

In the event of any reorganization, merger, recapitalization,
consolidation, liquidation, stock dividend, stock split, reclassification,
combination of shares, rights offering, split-up, or extraordinary dividend
(including a spin-off) or divestiture, or any other change in the corporate
structure or shares, the number and kind of shares which thereafter may be
granted under the Plan and the number of shares of Restricted Stock awarded
pursuant to Section 2.1 with respect to which all restrictions have not
lapsed, shall be appropriately adjusted consistent with such change in such
manner as the Board in its discretion may deem equitable to prevent
substantial dilution or enlargement of the rights granted to, or available
for, Directors participating in the Plan. Any fractional shares resulting
from such adjustments shall be eliminated.

3.3 RIGHTS OF DIRECTORS

The Plan shall not be deemed to create any obligation on the part of the
Board to nominate any Director for reelection by the Company's stockholders
or to retain any Director at any particular rate of compensation. The Company
shall not be

5
<PAGE> 6
obligated to issue Stock pursuant to an award of Restricted Stock for which
the restrictions hereunder have lapsed if such issuance would constitute a
violation of any applicable law. Except as provided herein, no Director shall
have any rights as a stockholder with respect to any shares of Restricted
Stock awarded to such Director.

3.4 BENEFICIARY

A Director may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. In the event of the death of
a Director, the Director's designated beneficiary shall have the right to
receive the shares of Restricted Stock awarded pursuant to the Plan. If no
designated beneficiary survives the Director, the executor or administrator
of the Director's estate shall be deemed to be the Director's beneficiary.

3.5 LAWS AND REGULATIONS

The Committee shall have the right to condition any issuance of Stock to
any Director hereunder on such Director's undertaking in writing to comply
with such restrictions on the subsequent disposition of such Stock as the
Committee shall deem necessary or advisable as a result of any applicable law
or regulation. The Committee may postpone the delivery of Stock following the
lapse of restrictions with respect to awards of Restricted Stock for such
time as the Committee in its discretion may deem necessary, in order to
permit the Company with reasonable diligence (i) to effect or maintain
registration of the Plan, or the shares of Stock issuable upon the lapse of
certain restrictions respecting awards of Restricted Stock, under the
Securities Act of 1933 or the securities laws of any applicable jurisdiction,
or (ii) to determine that such shares and the Plan are exempt from such
registration; the Company shall not be obligated by virtue of any Restricted
Stock agreement or any provision of the Plan to recognize the lapse of
certain restrictions respecting awards of Restricted Stock or issue shares in
violation of said Act or of the law of the government having jurisdiction
thereof.

6
<PAGE> 7
3.6 AMENDMENT, SUSPENSION AND DISCONTINUANCE OF THE PLAN

The Board may from time to time amend, suspend or discontinue the Plan,
provided that the Board may not, without the approval of the holders of a
majority of the outstanding Stock entitled to vote, take any action which
would cause the Plan to no longer comply with Rule 16b-3 under the Act, or
any successor rule or other regulatory requirement.

No amendment, suspension or discontinuance of the Plan shall impair a
Director's right under a Restricted Stock award previously granted to the
Director without the Director's consent.

3.7 GOVERNING LAW

This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Connecticut.

3.8 EFFECTIVE DATE AND DURATION OF THE PLAN

This Plan shall be effective on May 22, 1997, subject to approval of the
Plan by the sole stockholder of the Company, Hartford Accident and Indemnity
Insurance Company, and shall terminate on December 31, 2007, provided that
grants of Restricted Stock made prior to the termination of the Plan may vest
following such termination in accordance with their terms.

<PAGE> 1
EXHIBIT 11

HARTFORD LIFE, INC. AND SUBSIDIARIES

COMPUTATION OF EARNINGS PER SHARE
(In millions, except per share data)

<TABLE>
<CAPTION>
Second Quarter Ended Six Month Ended
June 30, June 30,
-------------------- ---------------
1997 1996 1997 1996
---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net income $ 73 $ 43 $136 $ 82

Weighted average common shares outstanding (1) 131 125 128 125

Pro forma earnings per share (1) $0.56 $0.34 $1.06 $0.66
----- ----- ----- -----
</TABLE>

(1) - See Note 3 of Notes to Condensed Consolidated Financial Statements for
further explanation.

<ARTICLE> 7
<MULTIPLIER> 1,000,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<DEBT-HELD-FOR-SALE> 16,276
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 137
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 20,350
<CASH> 77
<RECOVER-REINSURE> 5,729
<DEFERRED-ACQUISITION> 3,032
<TOTAL-ASSETS> 89,954
<POLICY-LOSSES> 4,309
<UNEARNED-PREMIUMS> 45
<POLICY-OTHER> 21,372
<POLICY-HOLDER-FUNDS> 59,107
<NOTES-PAYABLE> 700
0
0
<COMMON> 1
<OTHER-SE> 1,805
<TOTAL-LIABILITY-AND-EQUITY> 89,954
1,361
<INVESTMENT-INCOME> 737
<INVESTMENT-GAINS> (1)
<OTHER-INCOME> 0
<BENEFITS> 1,271
<UNDERWRITING-AMORTIZATION> 177
<UNDERWRITING-OTHER> 373
<INCOME-PRETAX> 207
<INCOME-TAX> 71
<INCOME-CONTINUING> 136
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 136
<EPS-PRIMARY> 1.06
<EPS-DILUTED> 1.06
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0

</TABLE>